Terms of Service

Effective Date: August 5, 2026

These Terms of Service, referred to as the “Terms,” govern access to and use of SANTA, related websites, applications, software, and services provided by Grydell, Inc., a Delaware corporation, referred to as “Grydell,” “we,” “us,” or “our.”

By accessing or using SANTA, you agree to these Terms. If you use SANTA on behalf of a company, architecture firm, design studio, school, or other organization, you represent that you have authority to bind that organization. In these Terms, “you” and “Customer” refer to you individually or that organization, as applicable.

If you do not agree to these Terms, do not access or use SANTA.

Important Notice Regarding Dispute Resolution

Section 26 contains an agreement to resolve most disputes through binding individual arbitration rather than a court proceeding. It also contains a waiver of jury trials and class or representative actions.

You may opt out of the arbitration agreement by providing written notice within 30 days after you first accept these Terms. The arbitration agreement does not apply if you validly opt out.

1. Eligibility

1.1 Minimum Age

You must be at least 18 years old and legally capable of entering into a binding agreement to use SANTA.

1.2 Organizational Users

If an organization provides you with access to SANTA, your use may also be subject to that organization’s policies and agreements with Grydell.

1.3 Authority

If you accept these Terms on behalf of an organization, you represent that you have the authority to do so.

2. Definitions

2.1 Authorized User

“Authorized User” means an employee, contractor, student, consultant, or collaborator whom Customer permits to use SANTA under Customer’s account.

2.2 Customer Content

“Customer Content” means all information and materials submitted to, stored in, or created through SANTA, including:

• Images, renderings, photographs, drawings, and plans.
• Reference images and design materials.
• Prompts, instructions, selections, masks, and annotations.
• Project names, folders, metadata, and iteration histories.
• Input and Output associated with Customer’s account.

2.3 Input

“Input” means any prompt, instruction, image, drawing, plan, reference, selection, mask, annotation, or other material submitted to SANTA for processing.

2.4 Output

“Output” means an image, rendering, variation, edit, or other material generated through SANTA in response to Input.

2.5 Order Form

“Order Form” means a written or electronic ordering document that identifies a Customer’s subscription, pricing, usage limits, subscription period, or other commercial terms.

2.6 Service

“Service” means SANTA and the related websites, applications, software, documentation, and services provided by Grydell.

2.7 Subscription Period

“Subscription Period” means the period during which Customer is authorized to use a paid plan.

2.8 Third-Party Model

“Third-Party Model” means an artificial intelligence or machine-learning model operated or supplied by a third party and made available through SANTA.

2.9 Usage Data

“Usage Data” means technical and operational information concerning use, performance, reliability, and feature adoption. Usage Data does not include Customer Content unless the information has been aggregated and de-identified so that it cannot reasonably identify Customer or reconstruct Customer Content.

3. The Service

3.1 Description

SANTA is an image generation and editing system designed for architectural visualization. SANTA may allow users to:

• Upload architectural images and reference materials.
• Select regions, objects, and design elements.
• Provide editing or generation instructions.
• Generate and edit architectural images.
• Maintain projects and iteration histories.
• Collaborate with Authorized Users.
• Export Output.

3.2 Changes to the Service

Grydell may add, modify, or remove features over time. Grydell will provide reasonable notice before making a material change that substantially reduces the core functionality of a paid plan during its current Subscription Period.

3.3 Documentation

Customer will use SANTA in accordance with applicable documentation, usage limits, and technical requirements published by Grydell.

4. License to Use SANTA

4.1 License Grant

Subject to these Terms and payment of applicable fees, Grydell grants Customer a limited, non-exclusive, non-transferable right to access and use SANTA during the applicable Subscription Period. Customer may use SANTA for personal, educational, professional, and commercial architectural work.

4.2 Authorized Users

Customer may permit Authorized Users to use SANTA where permitted by Customer’s plan. Customer is responsible for managing Authorized User access, ensuring Authorized Users comply with these Terms, and removing access when an Authorized User is no longer authorized.

4.3 Commercial Use

Customer may commercially use architectural work and Customer Content created through SANTA, subject to applicable law and third-party rights. The restriction on commercial exploitation of SANTA does not prevent Customer from using its own Output in commercial projects.

4.4 Restrictions

Customer may not:

• Resell or sublicense access to SANTA.
• Operate SANTA as a service bureau.
• Share access with unauthorized third parties.
• Circumvent account, payment, or usage restrictions.
• Misrepresent Customer as an authorized reseller or representative of Grydell.

5. Customer Content

5.1 Customer Ownership

As between Customer and Grydell, Customer retains all ownership rights in Customer Content submitted to SANTA. Grydell does not claim ownership of Customer’s architectural designs, concepts, drawings, plans, prompts, reference materials, project histories, or generated images.

5.2 Output Ownership

To the extent permitted by applicable law, Customer owns Output generated specifically for Customer through SANTA. Grydell assigns to Customer any rights Grydell may have in that Output, subject to applicable law, third-party intellectual property rights, disclosed restrictions applicable to a Third-Party Model, and Customer’s compliance with these Terms. This provision does not guarantee that Output is eligible for copyright or other intellectual property protection.

5.3 Limited Processing License

Customer grants Grydell a limited, non-exclusive, worldwide license to host, reproduce, transmit, modify, and process Customer Content only as reasonably necessary to:

• Provide features requested by Customer.
• Store, display, and export Customer projects.
• Maintain, secure, troubleshoot, and support SANTA.
• Prevent fraud, abuse, or unlawful activity.
• Enforce these Terms.
• Comply with applicable law.

This license does not permit Grydell to sell Customer Content, use Customer Content for advertising, publicly display non-public Customer Content, claim ownership of Customer Content, or train a model using Customer Content except as permitted by Section 5.4.

The license ends when Customer Content is deleted from Grydell’s active systems, except for temporary backup retention and legally required records.

5.4 No Model Training Without Opt-In

Grydell will not use or authorize a third party to use Customer Content to train, fine-tune, evaluate, or improve a generative AI or machine-learning model unless Customer affirmatively opts in through a separate written agreement, an Order Form expressly authorizing such use, or a clearly identified product setting that is disabled by default.

Declining to opt in will not prevent Customer from using the ordinary functionality included in its plan.

5.5 Customer Responsibilities

Customer represents that it has all rights and permissions necessary to submit Customer Content, direct Grydell to process Customer Content, use the resulting Output, and permit Authorized Users to access Customer Content. Customer must not submit content that infringes intellectual property, privacy, publicity, contractual, confidentiality, or other third-party rights.

5.6 Customer Backups

Customer is responsible for maintaining copies of important Customer Content. Grydell’s storage and backup processes do not replace Customer’s own archival and project-record obligations.

6. AI Models and Output

6.1 Models Used by SANTA

SANTA may process Customer Content using models developed by Grydell or Third-Party Models. Where a third-party provider processes Customer Content on behalf of Grydell, Grydell will require that provider to process Customer Content only for authorized purposes, subject to the provider’s technical and contractual limitations.

6.2 Additional Model Terms

If a particular model imposes material restrictions on Input or Output, Grydell will disclose those restrictions through a model notice, product documentation, an Order Form, or another clear notice presented before use.

6.3 Nature of AI Output

AI systems are probabilistic. Output may be inaccurate, incomplete, inconsistent, or different from Customer’s instructions. Grydell does not guarantee that Output will be unique, match a prompt or reference exactly, qualify for intellectual property protection, be free from third-party rights, satisfy professional requirements, or be suitable for construction or permitting.

6.4 Similar Output

Other users may receive similar Output, particularly when they use similar prompts, references, architectural elements, or design styles. Similarity between outputs does not give one user ownership of another user’s Customer Content.

6.5 Customer Review

Customer is responsible for reviewing Output before relying on, publishing, delivering, or commercially using it.

6.6 No Rights Clearance

Grydell does not provide intellectual property clearance or legal advice. Customer is responsible for determining whether its use of Input or Output requires a license, consent, attribution, release, or other authorization.

7. Confidentiality

7.1 Customer Confidential Information

Non-public Customer Content will be treated as Customer’s confidential information. Customer’s confidential information may include non-public architectural designs, client materials, unreleased renderings, project plans, reference materials, prompts, iteration histories, and business or technical information.

7.2 Grydell Obligations

Grydell will:

• Use Customer’s confidential information only to provide, secure, and support the Service.
• Restrict access to personnel and service providers with a legitimate need to access it.
• Require appropriate confidentiality obligations.
• Use at least reasonable care to prevent unauthorized use or disclosure.

7.3 Exclusions

Confidentiality obligations do not apply to information that Grydell can demonstrate was lawfully known without restriction, becomes public without breach of these Terms, was lawfully received from another source, or was independently developed without use of Customer’s confidential information.

7.4 Required Disclosure

If Grydell is legally required to disclose Customer’s confidential information, Grydell will provide reasonable advance notice where permitted by law.

7.5 Permitted Disclosure

Grydell may disclose confidential information to employees, contractors, advisors, and subprocessors who have a legitimate need to know and are subject to appropriate confidentiality obligations.

8. Privacy and Security

8.1 Information Processed

Grydell may process account and contact information, subscription and transaction information, device and log information, Usage Data, Customer Content, support communications, and security information. Payment information may be processed directly by Grydell’s payment processor.

8.2 Purposes of Processing

Grydell may process personal information to provide and maintain SANTA, authenticate users, process subscriptions and payments, provide support, secure the Service, detect fraud and abuse, communicate about accounts and legal changes, and comply with applicable law.

8.3 Service Providers

Grydell may provide information to service providers that support hosting, storage, authentication, payment processing, communications, analytics, security, and AI model processing. Service providers may process information only for authorized purposes and subject to applicable contractual obligations.

8.4 No Sale of Personal Information

Grydell does not sell personal information or Customer Content for monetary consideration.

8.5 Data Processing Addendum

If Grydell processes personal data on behalf of an enterprise customer, the parties may enter into a Data Processing Addendum. For matters concerning personal data, the Data Processing Addendum will control in the event of a conflict with these Terms.

8.6 Security Measures

Grydell will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information processed. No online service can guarantee complete security. These Terms do not represent that security incidents are impossible.

8.7 Security Incidents

If Grydell confirms a security incident affecting Customer Content, Grydell will notify affected customers as required by applicable law or an applicable enterprise agreement.

8.8 Privacy Requests

Questions and requests concerning personal information may be sent to [email protected].

9. No Architectural or Professional Advice

9.1 Visualization Tool

SANTA is a visualization and design-assistance tool. SANTA does not provide architectural, engineering, structural, construction, legal, code-compliance, or other licensed professional services.

9.2 Prohibited Reliance

Output must not be treated as construction documentation, structural analysis, a building-code determination, a regulatory approval, a professional certification, or a substitute for professional review.

9.3 Customer Responsibility

Customer remains responsible for design decisions, client deliverables, professional obligations, code compliance, construction accuracy, intellectual property review, and review by qualified professionals and authorities.

10. Acceptable Use

Customer and Authorized Users may not use SANTA to:

• Violate applicable law or third-party rights.
• Submit content they lack authority to use.
• Generate illegal sexual content or sexual content involving minors.
• Harass, threaten, exploit, or unlawfully discriminate.
• Commit fraud or impersonate another person or organization.
• Misrepresent AI-generated content in a deceptive or unlawful manner.
• Introduce malware or interfere with the Service.
• Access another user’s account or data without authorization.
• Bypass payment, security, or usage controls.
• Conduct unauthorized security testing.
• Reverse engineer SANTA except where applicable law expressly permits it.
• Extract non-public model behavior, source code, or proprietary datasets.
• Use automated systems to create excessive accounts or requests.
• Scrape the Service in violation of published technical controls.
• Violate export-control or sanctions laws.

Customer may use its own Output with other tools. These restrictions do not prevent Customer from processing Customer-owned Output through another service.

11. Accounts and Security

11.1 Account Information

Customer must provide accurate account information and keep it reasonably current.

11.2 Credentials

Customer and Authorized Users must keep account credentials confidential and may not share credentials with unauthorized persons.

11.3 Account Activity

Customer is responsible for activity conducted through its account unless the activity results from Grydell’s breach of these Terms or failure to maintain reasonable security controls.

11.4 Unauthorized Access

Customer must promptly notify Grydell at [email protected] if Customer knows or reasonably suspects that an account has been compromised or unauthorized activity has occurred.

11.5 Security Requirements

Grydell may require multifactor authentication or other security controls for certain plans, administrative roles, or high-risk account activity.

12. Fees, Subscriptions, and Usage

12.1 Plan Terms

Prices, included usage, billing periods, renewal terms, and plan-specific limits will be displayed before purchase or stated in an Order Form.

12.2 Payment Authorization

By purchasing a subscription, Customer authorizes Grydell or its payment processor to charge applicable fees and taxes.

12.3 Automatic Renewal

Paid subscriptions automatically renew for the renewal period disclosed at purchase unless cancelled before the renewal date. Before purchase, Grydell will clearly disclose the applicable price, billing frequency, renewal period, and cancellation method and will obtain affirmative consent to automatic renewal where required by law. Cancellation takes effect at the end of the current paid Subscription Period unless applicable law requires otherwise.

12.4 Refunds

Except where required by law or stated in an Order Form:

• Fees are non-refundable.
• Partial Subscription Periods are not prorated.
• Unused usage has no cash value.
• Usage rollover is determined by the applicable plan.

12.5 Usage-Based Charges

Additional usage will be charged only at rates disclosed before the additional usage is incurred or as specified in an Order Form.

12.6 Taxes

Customer is responsible for sales, use, value-added, withholding, and similar taxes associated with the Service, excluding taxes based on Grydell’s net income.

12.7 Payment Disputes

Customer must notify Grydell of a good-faith payment dispute within 30 days after the applicable charge or invoice. Customer remains responsible for timely payment of undisputed amounts.

12.8 Price Changes

Before a price change takes effect, Grydell will provide notice in the timing and manner required by applicable law. The notice will describe the new price, when it takes effect, and how Customer may cancel. A price change applies only to a future renewal unless Customer affirmatively agrees otherwise.

12.9 Cancellation and Renewal Notices

Customer may cancel a paid subscription using available account controls or another cancellation method disclosed at purchase. Where required by applicable law, Grydell will provide an online cancellation method and notices concerning trials, promotions, renewals, annual subscriptions, and material changes.

13. Free, Evaluation, and Beta Services

Free, evaluation, beta, and early-access services may have usage, storage, feature, or support limitations. Beta features may be experimental, contain errors, change without notice, or be discontinued. Sections concerning Customer Content, model training, confidentiality, privacy, and security continue to apply unless a separate written beta agreement expressly states otherwise.

14. Enterprise Agreements and Order of Precedence

14.1 Enterprise Documents

An enterprise customer may enter into an Order Form, SaaS agreement, Data Processing Addendum, Security Addendum, Service Level Agreement, or statement of work.

14.2 Order of Precedence

If applicable documents conflict, the conflict will be resolved in this order:

• A signed Order Form.
• A signed Data Processing Addendum, for personal-data matters.
• A signed SaaS or master services agreement.
• These Terms.
• Product documentation and published policies.

14.3 Purchase Orders

A customer purchase order does not modify an agreement unless an authorized Grydell representative expressly accepts the modification in writing.

15. Grydell Intellectual Property

Grydell and its licensors own SANTA, including its software, interfaces, workflows, documentation, model orchestration, branding, trademarks, non-public datasets, underlying technology, improvements, and modifications.

These Terms do not grant Customer ownership of SANTA or non-public Grydell technology. Grydell’s ownership of the Service does not include Customer Content.

16. Feedback and Usage Data

16.1 Feedback

Customer may voluntarily provide suggestions concerning SANTA. Customer grants Grydell a perpetual, worldwide, royalty-free right to use voluntary Feedback without restriction or payment.

16.2 Feedback Exclusions

Feedback does not include Customer Content, confidential architectural designs, client materials, non-public project information, or materials submitted for processing through SANTA.

16.3 Usage Data

Grydell may collect and analyze Usage Data to operate and secure SANTA, diagnose problems, measure performance, manage infrastructure costs, understand feature adoption, and improve reliability. Grydell may disclose Usage Data only in aggregated or de-identified form that does not reasonably identify Customer or reconstruct Customer Content.

17. Service Availability and Support

Grydell will use commercially reasonable efforts to provide and maintain SANTA in a manner that minimizes material errors and interruptions.

The Service may be temporarily unavailable because of maintenance, infrastructure failures, Third-Party Model outages, network failures, or circumstances beyond Grydell’s reasonable control.

Grydell will use reasonable efforts to provide advance notice of scheduled maintenance expected to materially affect paid customers. No specific uptime commitment, response time, service credit, or support obligation applies unless stated in an enterprise agreement.

18. Data Export, Retention, and Deletion

18.1 Export During Subscription

During an active subscription, Customer may export Customer Content using available product functionality.

18.2 Export Following Termination

Following termination or expiration, Grydell will make Customer Content available for export for 30 days where technically feasible. This export period may not apply where access is restricted because of unlawful activity, a serious security incident, a legal prohibition, or content that Grydell is required to preserve or remove.

18.3 Active-System Deletion

Upon Customer request, Grydell will delete Customer Content from active production systems within 30 days.

18.4 Backup Retention

Encrypted backup copies may remain for up to 90 days after deletion from active systems.

18.5 Required Retention

Grydell may retain limited records required for legal compliance, tax and accounting, fraud prevention, security investigations, or dispute resolution.

18.6 Continuing Protections

Confidentiality and data-protection obligations continue to apply to retained copies.

19. Suspension and Termination

19.1 Suspension

Grydell may suspend access when reasonably necessary to address a security risk, prevent unlawful use, protect other customers, comply with law, or address an undisputed payment more than 30 days overdue.

19.2 Notice Before Suspension

Where practical, Grydell will notify Customer before suspension and provide an opportunity to resolve the underlying issue.

19.3 Termination for Breach

Either party may terminate an applicable agreement if the other party materially breaches it and does not cure the breach within 30 days after written notice.

19.4 Immediate Termination

Grydell may immediately terminate or suspend access where a breach cannot reasonably be cured, continued service would violate applicable law, Customer engages in fraud or serious abuse, or Customer creates an immediate security risk.

19.5 Termination by Customer

Customer may cancel a subscription through available account controls or by contacting Grydell. Cancellation does not create a refund right except as stated in these Terms or an Order Form.

19.6 Grydell Termination Without Customer Breach

If Grydell terminates a prepaid enterprise subscription without Customer breach, Grydell will refund the unused prepaid fees for the terminated period.

19.7 Effect of Termination

Upon termination, Customer’s right to use the Service ends, accrued payment obligations remain due, and Customer Content will be handled under Section 18.

20. Third-Party Services

SANTA may rely on third-party providers for cloud infrastructure, storage, authentication, payment processing, analytics, communications, security, and AI model processing.

Grydell will select and manage subprocessors acting on its behalf, subject to applicable law and contractual commitments. A service independently connected or purchased by Customer may be governed by Customer’s separate agreement with that provider.

Grydell is not responsible for an outage caused solely by a third-party service outside Grydell’s reasonable control. Grydell will use commercially reasonable efforts to restore affected functionality where feasible.

21. Copyright Complaints

21.1 Copyright Policy

Grydell respects intellectual property rights and may remove content that infringes those rights. Grydell may terminate repeat infringers where appropriate.

21.2 Copyright Complaint Requirements

A copyright complaint should include:

• Identification of the copyrighted work.
• Identification and location of the allegedly infringing material.
• The complaining party’s contact information.
• A good-faith statement that the disputed use is unauthorized.
• A statement under penalty of perjury that the notice is accurate.
• A physical or electronic signature.

21.3 Counter-Notice

A person whose content has been removed may submit a response or counter-notice containing the information required by applicable law. Grydell may restore content where permitted by law unless the complaining party begins an appropriate legal proceeding.

21.4 Copyright Contact

Copyright complaints, responses, and counter-notices may be sent to:

Grydell, Inc. — Copyright Complaints
2810 North Church Street, Suite 88079
Wilmington, Delaware 19802
United States

Telephone: +1 (573) 279-1130
Email: [email protected] (subject line: “Copyright Notice”)

22. Indemnification

Customer will defend and indemnify Grydell and its officers, directors, employees, and agents against third-party claims arising from Customer Content, Customer’s unlawful use of SANTA, Customer’s material breach of these Terms, or Customer’s violation of third-party rights.

This obligation does not apply to the extent a claim results from Grydell’s unauthorized use of Customer Content, material breach, gross negligence, or willful misconduct.

Grydell will provide reasonable notice and cooperation. Customer may not agree to a settlement that admits fault by Grydell or imposes non-monetary obligations on Grydell without written consent.

Any Grydell indemnification concerning infringement by SANTA itself will apply only where included in an enterprise agreement.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SANTA IS PROVIDED “AS IS” AND “AS AVAILABLE.”

Except for an express warranty in an enterprise agreement, Grydell disclaims implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement.

Grydell does not warrant that SANTA will be uninterrupted or error-free, that Output will be accurate or unique, or that Output will satisfy professional, client, regulatory, or construction requirements.

Nothing in these Terms excludes a warranty or consumer right that cannot legally be excluded.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, OR GOODWILL.

Except for liability that cannot legally be limited, Grydell’s total cumulative liability arising out of or relating to SANTA or these Terms will not exceed the fees paid or payable by Customer to Grydell during the 12 months before the event giving rise to the claim.

For a free service, Grydell’s total cumulative liability will not exceed $100.

These limitations do not apply to fraud, willful misconduct, gross negligence, or liability that applicable law prohibits the parties from limiting. An enterprise agreement may establish separate liability caps for confidentiality, data protection, security incidents, indemnification, or other identified claims.

25. Export Controls and Sanctions

Customer may not access, use, export, or re-export SANTA in violation of applicable United States or other export-control and sanctions laws.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and is not identified on an applicable restricted-party list.

Grydell may suspend or terminate access when reasonably necessary to comply with export-control or sanctions requirements.

If Customer is a United States government entity, SANTA and its documentation are commercial software and commercial software documentation. Customer receives only the rights stated in these Terms or an applicable Order Form.

26. Governing Law and Dispute Resolution

26.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below.

26.2 Informal Dispute Notice

Before commencing arbitration or an eligible small-claims action, the initiating party must provide written notice describing:

• The party’s name and contact information.
• The account associated with the dispute.
• The facts and legal basis of the dispute.
• The requested resolution.

26.3 Informal Conference

The parties will attempt in good faith to resolve the dispute through a telephone or video conference. The conference must occur within 45 days after receipt of the notice unless the parties agree otherwise. A party may commence arbitration if the dispute is not resolved within 60 days after the notice is received.

26.4 Notice to Grydell

Dispute notices must be sent to:

Grydell, Inc.
2810 North Church Street, Suite 88079
Wilmington, Delaware 19802
United States

Telephone: +1 (573) 279-1130
Email: [email protected] (subject line: “Dispute Notice”)

26.5 Individual Arbitration

Except for the exclusions in Section 26.6, disputes arising from SANTA or these Terms will be resolved through binding individual arbitration administered by JAMS. This arbitration agreement is reciprocally binding on Customer and Grydell. Claims below $250,000 will use the applicable JAMS Streamlined Arbitration Rules. Other claims will use the applicable JAMS Comprehensive Arbitration Rules. The JAMS Consumer Arbitration Minimum Standards will also apply when Customer uses the Service primarily for personal, family, or household purposes.

The arbitrator may award any individual remedy available under applicable law. The arbitration will permit a reasonable exchange of relevant, non-privileged information, and the arbitrator will issue a written award stating the disposition of each claim and the essential findings and conclusions supporting the award.

26.6 Arbitration Exclusions

Either party may bring an eligible individual claim in small-claims court, seek injunctive relief concerning intellectual property or confidential information, or report matters to a government or regulatory agency.

26.7 Arbitration Location

Arbitration may occur through video conference or in the county where the user resides unless the parties agree otherwise.

26.8 Arbitration Fees

For a consumer arbitration initiated by Customer, Customer will not be required to pay more than $250 in arbitration fees, and Grydell will pay the remaining fees and costs that JAMS requires Grydell to pay. If Grydell initiates arbitration against a consumer, Grydell will pay the arbitration fees and costs required by the JAMS Consumer Arbitration Minimum Standards. In other cases, fees will be allocated according to the applicable JAMS rules and applicable law.

26.9 Jury Trial Waiver

To the extent permitted by law, each party waives the right to a jury trial for disputes covered by arbitration.

26.10 Class and Representative Action Waiver

Claims must be brought on an individual basis. Neither party may bring or participate in a class, collective, mass, or representative action except for administrative grouping permitted under Section 26.11 or where applicable law requires otherwise.

26.11 Mass Arbitration Administration

A “Mass Arbitration” has the meaning given in the JAMS Mass Arbitration Procedures and Guidelines. The parties agree that any Mass Arbitration will be administered under those procedures and the applicable JAMS Mass Arbitration Fee Schedule in effect when the first demands are filed.

The JAMS Process Administrator may determine which demands are part of the Mass Arbitration and whether and how to batch, consolidate, or otherwise group demands for administrative purposes, discovery, arbitrator appointments, or hearings. Unless JAMS determines that administrative grouping is appropriate, each claim will remain an individual arbitration. This Section does not authorize class arbitration or a class remedy.

26.12 Thirty-Day Opt-Out

Customer may opt out of Sections 26.5 through 26.11 by sending written notice within 30 days after first accepting these Terms. The notice must include Customer’s name, address, account email, and a clear statement that Customer is opting out of arbitration.

Opt-out notices must be sent to:

Grydell, Inc.
2810 North Church Street, Suite 88079
Wilmington, Delaware 19802
United States

Telephone: +1 (573) 279-1130
Email: [email protected] (subject line: “Arbitration Opt-Out”)

26.13 Effect of Opt-Out

If Customer validly opts out, disputes that would otherwise be subject to arbitration will be brought in the state or federal courts located in Delaware. Each party consents to the jurisdiction of those courts.

26.14 Changes to Arbitration Terms

If Grydell materially changes this arbitration agreement, existing users may reject that change by providing written notice within 30 days after the change becomes effective.

26.15 Severability

If a portion of this arbitration agreement is found unenforceable, that portion will be severed to the minimum extent necessary. The remaining provisions will continue to apply unless applicable law requires otherwise.

27. Electronic Communications

Customer consents to receive contractual and transactional communications through email, in-product notices, account notifications, or posting on the applicable website.

Electronic notices satisfy any legal requirement that a communication be in writing, subject to rights that cannot legally be waived.

Customer may not be able to opt out of essential messages concerning account security, billing, legal notices, service changes, or subscription status. Marketing communications remain subject to applicable consent and opt-out requirements.

28. Changes to These Terms

Grydell may update these Terms to reflect changes to SANTA, legal or regulatory developments, security requirements, or business operations.

For material changes affecting customer rights, Customer Content, fees, or dispute resolution, Grydell will provide reasonable advance notice through email, the Service, or another appropriate method.

Changes apply prospectively from the stated effective date. Continued use after the effective date constitutes acceptance except where applicable law requires additional consent. Changes to arbitration provisions are also subject to Section 26.14.

29. General Terms

29.1 Assignment

Customer may not assign these Terms without Grydell’s prior written consent. Either party may assign an enterprise agreement in connection with a merger, reorganization, change of control, or sale of substantially all relevant assets.

Grydell may assign these public Terms to a successor operating SANTA, provided that the successor remains bound by applicable Customer Content, confidentiality, and data-protection obligations.

29.2 Force Majeure

Neither party is responsible for a delay or failure caused by circumstances beyond its reasonable control. This provision does not excuse Customer’s obligation to pay fees accrued before the event.

29.3 Independent Contractors

The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, employment, or fiduciary relationship.

29.4 No Third-Party Beneficiaries

These Terms do not create rights for third parties.

29.5 Waiver

Failure to enforce a provision is not a waiver of that provision or any other provision.

29.6 Severability

If a provision is unenforceable, it will be modified or severed to the minimum extent necessary. The remaining provisions will continue in effect.

29.7 Entire Agreement

These Terms, together with applicable Order Forms, enterprise agreements, and Data Processing Addenda, constitute the entire agreement concerning the Service.

29.8 Notices

Formal notices must be sent to the contact information in Section 30 or an applicable Order Form.

29.9 Interpretation

Section headings are for convenience and do not affect interpretation. “Including” means “including without limitation.”

29.10 Survival

Provisions concerning payment, ownership, confidentiality, Customer Content, data retention, warranty disclaimers, liability, indemnification, and disputes survive termination to the extent necessary to give them effect.

29.11 California Consumer Notice

California residents may report unresolved consumer complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. This provision does not limit rights available under California law.

30. Contact Information

Grydell, Inc.
2810 North Church Street, Suite 88079
Wilmington, Delaware 19802
United States

Telephone: +1 (573) 279-1130
Email: [email protected]
Website: grydell.com