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Terms & Conditions

Last modified : June 14, 2022

Terms of Use

PLEASE READ THESE TERMS OF USE (THESE “TERMS”) CAREFULLY. BY CLICKING ON “I ACCEPT” AND/OR USING THE SERVICES (AS DEFINED BELOW), YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY (LINKED BELOW). IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.

These Terms form a legally binding agreement between you and Grapevine Technologies, Inc. (the “Grapevine,” “us,” or “we”) (each, a “Party” and collectively, the “Parties”). These Terms govern your use of the websites controlled by Grapevine, including www.go-grapevine.com (the “Site”) and any services available therein or as may be further described by these Terms (the “Services”).

These Terms may be changed, modified, amended, supplemented, or otherwise updated from time to time by Grapevine without advance notice to you. By continuing to use the Services you agree to be bound by any such updated Terms. Grapevine, in its sole discretion, has the option, but not the obligation, to provide notice of any update to these Terms by means of a conspicuous alert, banner, or notification displayed within the Services or by sending an email to the email address provided to Grapevine. The Services and any features, information, or content available therein, may be changed, withdrawn, or terminated at any time in our sole discretion without notice to you. We will not be liable if, for any reason, all or any part of the Services is restricted or unavailable at any time or for any period.

1. Definitions

  • “Applicable Law” means any and all applicable federal, state, local, or international laws, statutes, ordinances, rules, regulations, or court orders by any governmental authority, department, or agency thereof, including, without limitation, any court of competent jurisdiction or any agency.
  • “Content” means any communication, information, content, offerings, or other material through the Services developed by Grapevine or by any third-party content owner.
  • “Feedback” means all suggestions for improvement or enhancement, recommendations, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic, or written form) to Grapevine for the Site and/or Services. Feedback includes no data, results or output created or generated by you using the Services, unless specifically submitted or communicated by you to Grapevine as part of the Feedback.
  • “Intellectual Property Rights” means patent rights (including, without limitation, the right to make, use, sell and import), trademark rights (including, without limitation, trade names, trademarks, service marks, logos, and trade dress), mask work rights, copyright rights (including, without limitation, the right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trade secrets, moral rights, right of publicity, right of privacy, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now or hereafter come into existence and all renewals and extensions thereof, regardless of whether those rights arise under the laws of the United States or any other state, country or jurisdiction throughout the world.
  • “Platform Data” means data and data elements collected or generated by the Services.
  • “Registered User” means any user of the Site that completes the registration process set out in Section 5 in order to use the Services, including any of your employees or contractors to which you give permission to use the Site. You shall be responsible and liable for the actions and inactions of your employees and contractors using the Site.
  • “Services” means all the services made available through the Site, including, without limitation, any services that enable, allow, or facilitate Registered Users to: (a) manage the end-to-end supply chain and logistics processes; and (b) connect and interact with other Registered Users and/or non-registered users and facilitate the automation of transactions with other Registered Users and/or non-registered users.
  • “Submission” means any communication, information, content, or other material submitted by any Registered User in connection with the use of the Services.

2. License

  • License Grant. Subject to your compliance with these Terms, Grapevine hereby grants you a limited, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the Services for business purposes only. Any unauthorized use or use otherwise not in compliance with these Terms will result in immediate termination of the license rights granted herein.
  • Restrictions. The Site, the use of the Services and any Content contained therein, is licensed, not sold, to you. The license granted herein does not include the right to download (other than through page caching), copy, reproduce, extract data from (including through data mining, web crawling, or other techniques), or modify; sell, re-sell, or commercially re-use (including via any time sharing, service bureau, or similar method); or create any derivative works of the Site, Services or any Content available therein. You agree not to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Grapevine (or any third-party owners of Content) without the express written permission of the respective owner of such information.
  • All Other Rights Reserved. All rights not expressly granted by these Terms are reserved
    by Grapevine. There are no implied rights.

3. Prohibited Uses.

In connection with your use of the Site or the Services, you agree that you will not:

  • Upload or transmit any message, information, data, text, software, or images, including, without limitation, any Content, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
  • Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Grapevine representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Upload or transmit any material, including, without limitation, any Content, that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
  • Upload or transmit any files or material, including, without limitation, any Content, that contains viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of the Site, the Services, another’s computer, or property of another;
  • Delete any author attributions, legal notices, or proprietary designations or labels that you upload to any communication feature;
  • Violate any Applicable Laws;
  • Upload or transmit any material that infringes or misappropriates the Intellectual Property Rights of any third party;
  • Delete or revise any material posted by any other person or entity;
  • Manipulate or otherwise display the Site by using framing, mirroring, or similar navigational technology or directly link to any subdomain of the Site;
  • Probe, scan, test the vulnerability of or breach the authentication measures of, the Site, the Services, or any related networks or systems;
  • Register, subscribe, or unsubscribe or attempt to register, subscribe, or unsubscribe, any individual or entity for any Services without express authorization from such individual or entity;
  • Harvest or otherwise collect information about others, including e-mail addresses; or
  • Use any robot, spider, scraper, or other automated or manual means to access this Site or
    the Services, or copy any content or information on the Site or the Services.

Grapevine reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of your access and/or your account (including, without limitation, any Registered User account which you may have created). Grapevine may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by our privacy policy, located at www.go-grapevine.com/privacy and incorporated into these Terms by this reference (our “Privacy Policy”), Grapevine reserves the right at all times to disclose any information as Grapevine deems necessary to satisfy Applicable Laws, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Grapevine’s sole discretion

4. Links to Third-Party Sites.

The Services may contain links to certain third-party sites. These sites are not under the control of Grapevine. In addition, third-party sites may contain links to our Site. Grapevine is not responsible or liable for, and makes no representations or warranties concerning, the content or material of any such third-party sites. The fact that the Site or the Services contain a link to any third-party site, or that a third-party site has provided a link to this Site, does not constitute an endorsement, authorization, sponsorship, or affiliation between Grapevine and such third-party site’s owners, operators, or maintainers. You acknowledge that any services, content, material, or information provided through such third-party sites are accessed at your own risk. Grapevine is not responsible or liable for, and makes no representations or warranties with respect to, any particular information, software, products, services, or content found on any linked third-party sites, including, without limitation, the appropriateness of any products, services, or transactions described therein.

5. Registration; Security.

  • Registration. In order to access and use the Services and become a Registered User, you will be required to provide certain personally identifiable information, the use of which is governed by our Privacy Policy. You agree that any information provided by you is accurate, current, and complete and will be kept accurate, current, and complete when using the Services. You acknowledge that any outdated, incomplete, or inaccurate information provided by you may adversely affect the performance of the Services. Grapevine may suspend, revoke, or terminate your access to the Services (including your Registered User status) for any reason or no reason at any time in Grapevine’s sole discretion without prior notice to you. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not
    disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that if you are provided an account, your account is personal to you, and you agree not to provide any other person with access to the Services or portions thereof using your username, password, or other security information. You agree to notify us immediately by email at support@go-grapevine.com of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access.
  • Security. The security of your personal information is very important to Grapevine. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. You are responsible for complying with these Terms and obtaining your own access to the Services. Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of personal information you transmit when using the Site or the Services. Any transmission of personal information is at your own risk.

6. Fees.

Registered Users may be required to pay certain fees (“Fees”) in connection with the use of certain portions of the Services. Any such Fees will be agreed upon by the Parties during the registration process.

7. Ownership.

  • Ownership of the Site, Services and Content. The Site, the Services and all Content appearing therein, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout,  selection, and arrangement are owned by Grapevine, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. All trademarks, service marks, logos, product and service names, designs, images, and slogans are trademarks appearing within the Site or Services are owned by Grapevine or its affiliates or licensors. You must not use such marks without the prior written permission of Grapevine. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear within the Site or on the Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. Grapevine does not represent or warrant that your use of the Site, any Content or the Services will not infringe upon the rights of any third-party.
  • Ownership of User Submissions. You hereby grant to Grapevine an irrevocable, perpetual, fully paid up, world-wide, royalty-free, right to use, reproduce, edit, alter, display, transmit, prepare derivate works of, modify, publish, and otherwise fully exploit any Submission for any purpose related to the Services, including, without limitation, for the development, diagnosis, and improvement of
    the Site, the Services, or any other products and/or services hereinafter developed by Grapevine without compensation to you. By posting any Submission, you represent and warrant that you own or otherwise fully control all of the rights to your Submission as described in this Section 7.2, including, without limitation, all the rights necessary for you to provide, post, upload, input, or otherwise submit your Submission.
  • Ownership of Platform Data. Platform Data is owned by Grapevine and nothing in these Terms restrict Grapevine’s use of Platform Data or data derived from Platform Data.
  • Treatment of User Submissions. Except as set forth in our Privacy Policy or unless otherwise expressly stated in writing by Grapevine, any Submission by you will be considered non-confidential. Grapevine has no obligation to preserve, return, or otherwise keep confidential any Submission. Any and all Submissions must comply with these Terms, our Privacy Policy, and all Applicable Laws. By submitting the Submissions, you declare and warrant that you own or have the necessary rights to submit the Submissions and have the right to grant the license hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the Submissions and comply with these Terms. You understand and agree that you, not Grapevine, are fully responsible for any Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any Submissions submitted by you or any other user of the Site or the Services
  • Ownership of Feedback. Grapevine shall own and continue to own all right, title and interest in and to any and all Feedback provided by you related to the Site and/or Services.

8. Representations; Warranties

  • Your Representations. You represent, warrant, and covenant (as applicable) that your use of the Site, the Services, and any Content available therein will be in compliance with all Applicable Laws.
  • No Warranty; Interaction with Other Users. The Services may provide the ability for you to interact with other Registered Users and/or non-registered users. By using the Services, you acknowledge that you are solely responsible for your interactions with other Registered Users and/or non-registered users. You understand Grapevine does not attempt to verify the identity of any user or visitor of the Site or use of the Services. In addition, Grapevine does not attempt to verify the veracity of any message, claim, communication, or Submission by any Registered User and/or non-registered users of the Site or the Services. You are solely responsible for taking any precautions you deem necessary or proper in all interactions with other Registered Users and/or non-registered users, particularly if you decide to communicate off the Site or outside of the Services.
  • No Warranty; Performance of the Services. THE SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS. GRAPEVINE MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE, LOSS OF DATA OR RESULTS OF USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, GRAPEVINE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ACCURATE, ERROR-FREE, OR UNINTERRUPTED. FURTHER, GRAPEVINE MAKES NO, AND HEREBY DISCLAIMS ANY, EXPRESS OR IMPLIED
    WARRANTIES WITH RESPECT TO ANY PRODUCTS, GOODS, MATERIALS, OR SERVICES BOUGHT OR SOLD THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, NONINFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.
  • No Warranty; Malicious Code. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.1, YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SITE AND THE SERVICES AND THE SECURITY OF ANY DEVICES OR NETWORKS USED TO ACCESS THE SITE AND THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, GRAPEVINE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICES, EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR THE SERVICES, OR ANY WEBSITES OR THIRD PARTY CONTENT LINKED TO THE FOREGOING.
  • Healthcare Provider Disclaimer. Grapevine is not a healthcare provider or a medical device company. Grapevine does not provide medical advice. Grapevine makes no representation or warranty with respect to any professional medical services, advice, treatment, or recommendations in connection with your use of the Site or the Services.
  • Monitoring and Enforcement. Grapevine has no obligation, nor any responsibility to any party, to monitor the Site or the Services, or their use, and do not and cannot undertake to review material that you or other users of the Site or the Services submit. Grapevine cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to Applicable Laws.

9. Indemnities.

  • Your Indemnification Obligations. You shall defend, indemnify, and hold harmless (including from and against reasonable attorneys’ fees, court costs, and damages awarded by a court of competent jurisdiction) Grapevine and its directors, officers, employees, representatives, agents, and assigns for and against any claims, actions, or proceedings relating to or arising out of your use of the Site, the Services, any willful misconduct, or any breach of these Terms, including, without limitation, any misrepresentation with respect to your ownership or ability to license any Submission pursuant to Section 7.2 above.
  • Grapevine’s Indemnification Obligations. Grapevine will indemnify, defend and hold harmless you against any claims, actions, or proceedings brought by any third party alleging that the Services or the Site infringes upon such third party’s Intellectual Property Rights. Grapevine’s obligation specified in this paragraph will be conditioned on you notifying Grapevine promptly in writing of the claim or threat thereof and giving Grapevine full and exclusive authority for, and information for and assistance with, the defense and settlement thereof. Grapevine’s obligations in this Section shall not apply to any claim to the extent arising out of: (a) use of the Services other than in accordance with applicable documentation or instructions supplied by Grapevine or other than your internal business purposes; (b) any alteration, modification or revision of the Services not expressly agreed to in writing by Grapevine; or (c) the combination or operation of the Services with materials not supplied or approved by Grapevine. If such claim has occurred, or in Grapevine’s opinion is likely to occur, you agree to permit Grapevine, at its option and expense, either to: (a) procure for you the right to continue using the Services; (b) replace or modify the same so that it becomes non-infringing; or (c) if neither of the foregoing alternatives is reasonably available, immediately terminate Grapevine’s obligations (and your rights) under these Terms with regard to such Services or the Site, as applicable. THE FOREGOING STATES THE ENTIRE INDEMNIFICATION OBLIGATIONS OF GRAPEVINE AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS. THE FOREGOING IS GIVEN TO YOU SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND GRAPEVINE DISCLAIMS, ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND THE SERVICES. 

10. Limitations and Disclaimers.

  • Consequential Damages Waiver and Limitation of Liability. EXCEPT WITH RESPECT TO: (A) EACH PARTY’S INDEMNIFICATION OBLIGATIONS AS SET OUT IN SECTION 9; OR (B) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, ANY COSTS OR EXPENSES IN CONNECTION WITH THE REPLACEMENT OF ANY PRODUCTS, GOODS, MATERIALS, OR SERVICES BOUGHT OR SOLD THROUGH THE SITE OR THE SERVICES, OR ANY OTHER LOSSES, LOST PROFITS, LOSS OF DATA, OR OPPORTUNITY COSTS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO: (A) EACH PARTY’S INDEMNIFICATION OBLIGATIONS AS SET OUT IN SECTION 9; OR (B) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNTS IN EXCESS OF THE GREATER OF THE FEES PAID TO GRAPEVINE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT (I.E., THE EXISTENCE OF MORE THAN ONE (1) CLAIM WILL NOT ENLARGE THIS LIMIT). ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF
    ACTION OR BE FOREVER BARRED.
  • Reliance on Content. The Site and/or the Services may include Content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such Content, other than the Content provided by Grapevine, are solely the opinions and the responsibility of the person or entity providing those materials. Such Content and/or materials do not
    necessarily reflect the opinion of Grapevine. Grapevine hereby expressly disclaims responsibility for the accuracy or completeness of the Content, or any information posted, submitted, or otherwise made available through the Services. By using the Services, you acknowledge and agree that you will be solely responsible for the determination of the accuracy and completeness of any Content. Grapevine has no obligation to correct or amend any Content even if Grapevine has been advised of the inaccuracy or incompleteness of such Content. Neither Grapevine nor its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

11. Miscellaneous

  • Notice. All notices, requests, demands, and other communications required or permitted to be given under these Terms shall be given via the Site or via any contact information given by you in connection with creation of a Registered User account.
  • Entire Agreement. These Terms and any additional policies or terms referenced herein or hereinafter created, all of which are incorporated herein by this reference, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede any prior negotiations, understandings, or agreements.
  • Modifications. These Terms may be amended, modified, or otherwise changed by Grapevine at any time without notice to you.
  • Assignment. You may not assign your rights or delegate its obligations under this Agreement without the prior written consent of Grapevine, and any attempted assignment or delegation without such consent will be void and of no effect. Grapevine may assign or otherwise transfer its interest or any part thereof under this Agreement to another party without your consent except that such party must expressly assume responsibility for all obligations hereunder in writing.
  • Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. You hereby and irrevocably agree that any action or proceeding arising out of or relating to these Terms shall be brought and determined in the appropriate state or federal courts in Delaware (and each such Party shall not bring any action or proceeding arising out of or relating to these Terms in any court other than the foregoing courts), and each Party hereto hereby
    irrevocably submits with regard to any such action or proceeding to the exclusive jurisdiction of the
    foregoing courts.
  • Non-Waiver; Breach. Any waiver of any term and condition hereof must be in writing and signed by the Party against whom it is sought to be asserted. A Party’s neglect or failure in any case or circumstance to require performance of another Party’s obligations or to enforce its rights in the event of a breach by the other Party will not affect such Party’s right to enforce such rights and obligations in any other case or circumstance. A waiver of any individual term or condition will not be construed as a waiver of any other term or condition nor, unless so provided in such written waiver, of the term or condition thereby waived in the event of a future or continuing breach by the other Party, except in the particular circumstances in or for which such waiver was provided.
  • Severability. In the event any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder of these Terms, which shall be and remain in full force and effect.
  • Equitable Remedies. The Parties acknowledge that a breach of these Terms could cause irreparable harm for which damages would be an inadequate remedy. If any such breach occurs or is threatened, Grapevine will be entitled to seek an injunction, a restraining order, or any other equitable remedy. Grapevine would not need to post a bond or other security or provide proof of actual damages.
  • Use of Name. Grapevine may use your name and logo in advertising, publicity, or otherwise publicize the fact that you are a user of the Services. Further, you agree to be a reference to prospective users of the Services, attend end customer meetups and conferences and other events, participate in mutually agreed press releases, and participate in a video and/or written case study and white paper regarding your use of the Software.