Master Services Agreement

GRYPHON, will provide access to FREE safety and risk management information to Client through our online membership portal which may be modified from time to time based on Consultant’s offering at the time of membership renewal. Services for this specific FREE offering are outlined in GRYPHON’s website: https://www.teamgryphon.com/subscribe and exclusively apply to the BASIC membership tier. 

The initial term of this agreement is 12-months. The  initial term starts on the day both this agreement is signed and registration information is received. After the initial term, this agreement will automatically renew every 12-months. Either party may cancel this agreement for any reason or for no reason upon at least ten (10) days’ prior written notice. The terms of this agreement and the usage of the FREE membership apply exclusively to the Client and, under no circumstances, can be shared with other business entities or individuals. Violation of this will result in immediate cancellation of membership services without a refund (if paid membership).

All transactions are final and refunds are not offered for any reason. Subscriptions to any membership tier or services offered by GRYPHON, or by providers through GRYPHON are non-transferable. The only instance in which transfer of subscription is permissible, is in the case of a subscribed DSP’s business closure (voluntary exit from the DSP program), subject to approval by GRYPHON.

Annual renewals will be processed automatically with the Electronic Payment information on file. For the BASIC membership, there are no fees associated. If you do not want to renew your membership, you must notify GRYPHON at least TEN (10)  business days before the renewal date, which will automatically prompt the automatic renewal date. 

GRYPHON makes no warranties or guarantees about results derived from using GRYPHON products or services, or products and services of others obtained through or recommended by GRYPHON. GRYPHON bears no responsibility for any monetary loss or material loss realized as a result of GRYPHON products or services. 

GRYPHON will not, without the prior written approval of Client, publish or use any advertising or promotion piece that mentions Client or infers a relationship between GRYPHON and Client.

You may request that GRYPHON send you a copy of this Agreement by sending an email request to hello@teamgryphon.com and advising us of such request. The email subject line needs to contain the following information: Subject: Master Services Agreement Request. Additional terms of this agreement are contained on  page 2 and are part of this agreement, which include an agreement to arbitrate any disputes. Read all of the terms and conditions of this agreement before you sign. 

In addition to any other  limitation of liability at law or in this agreement, and except as  otherwise prohibited by law, GRYPHON disclaims any liability for  indirect, general, incidental, consequential, exemplary, punitive, or other similar damages. you expressly waive and release GRYPHON  from any liability for any claim regardless of legal theory on  which the claim is based, for property damage or personal injury to your employees or the general public. You further waive any claim for damage or injury, regardless of the  legal theory on which the claim is based, unless made in writing within one (1) year of the date that the claim arose. you agree that in no event will GRYPHON be liable to you or anyone claiming through you for any damages, including consequential damages or loss of use of property. Client agrees to indemnify and hold harmless GRYPHON, its employees and agents from and against all liens, causes of action, claims, liabilities, suites, judgments, losses, costs and/or expenses, including reasonably attorney's fees for the defense against any such claim or suit, arising from or in any way connected with, directly or indirectly, the performance of or failure to perform the terms of this Agreement, or from any act or negligence of GRYPHON, its agents, subcontractors, employees or invitees.

READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS IF THERE IS A DISPUTE. Unless you reject this arbitration provision in the manner specified below, any controversy, dispute or claim between you and GRYPHON arising out of or relating to this Agreement, or the services performed by GRYPHON under this Agreement or any other agreement, or the relationship between you and GRYPHON resulting from any of the foregoing, including tort, contract,  equitable and statutory claims, and any claims for personal or bodily injury or damage to real or personal property, regardless of whether the controversy or claim arose before or after the execution, transfer or acceptance of this Agreement, shall be settled by binding arbitration. However, disputes regarding the scope and enforceability of this arbitration provision shall be determined by a court, not an arbitrator. Also, individual small claims court actions are not subject to this arbitration provision as long as they remain in that court. 

Unless the parties agree otherwise, the arbitration shall be administered and conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, if applicable, otherwise under its commercial arbitration rules. These rules are found at  www.adr.org. If the AAA cannot serve and you and GRYPHON cannot agree on a substitute, a court with jurisdiction will select the arbitrator. The arbitrator shall follow the applicable substantive law, including the terms and conditions of this Agreement, and shall apply the same statutes of limitation and privileges that a court would apply. The arbitrator may award any damages or other relief or remedies that would apply under applicable law to an individual action brought in court, including, without limitation, punitive damages (which shall be governed by the Constitutional standards employed by the courts) and injunctive, equitable and declaratory relief (but only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). The arbitrator will have the authority to award fees and costs of attorneys, witnesses and experts to the extent permitted by the agreement, the arbitration administrator’s rules or applicable law. Any arbitration hearing that you attend will take place at a location reasonably convenient to your residence. 

If a claim is arbitrated, you and GRYPHON waive any right to a court or jury trial. You and GRYPHON also waive the right to participate in a class action, private attorney general action or other representative action in court or in arbitration, either as a class representative or class member or to join or consolidate claims with claims or any other persons (the “class action waiver”). no arbitrator shall have the authority to conduct any arbitration in violation of this provision or to issue any relief that applies to any person or entity other than you and/or gryphon individually. 

The AAA charges fees to administer an arbitration proceeding and the arbitrator also charges fees. These arbitration costs will be paid by you and GRYPHON in accordance with the applicable AAA rules. We will always pay any fees or expenses that we are required to pay by law or the arbitration administrator’s rules or that we are required to pay for this arbitration provision to be enforced. Either party has the right to require a panel of three (3) arbitrators, but in the absence of the parties’ agreement, the requesting party shall be responsible for the cost of the additional arbitrators. Either party may request at any time prior to the hearing that the award be accompanied by a reasoned opinion. The award rendered by the arbitrator(s) shall be final and binding on all parties, except that a party may within 30 days of the original award request an appeal to an appeal tribunal, constituted in the same number and by the same process as the initial arbitrator(s). The appealing party shall be responsible for the filing fee and other arbitration fees and costs subject to award by the appeal tribunal under applicable law. The appeal tribunal shall review all questions of law and fact under a clearly erroneous standard. The award of the appeal tribunal shall be final and binding, except for any appeal right under the Federal  Arbitration Act (“FAA”). Judgment may be entered on the award in any court having jurisdiction thereof. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have a preclusive effect in an arbitration between the parties to this arbitration provision. This arbitration provision is made pursuant to a transaction involving interstate commerce and shall be governed by the FAA. Before having recourse to arbitration, you and GRYPHON agree to try in good faith to settle any controversy or claim by at least four (4) hours of mediation administered under the AAA commercial mediation rules with GRYPHON agreeing to pay the costs of the mediation. 

For purposes of this arbitration provision, the terms “we,” “us,” “our” and “GRYPHON”  collectively mean GRYPHON Safety + Risk Management Group LLC, and its affiliates, officers, directors,  employees, agents, successors and assigns, and any third party providing any product or service related to this Agreement that you bring a claim against at the same time you bring a claim against GRYPHON. 

This arbitration provision shall survive the termination of this Agreement and any bankruptcy to the extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between this arbitration provision, on the one hand, and the applicable arbitration rules or the other provisions of this Agreement, on the other hand, this arbitration provision shall govern. If any portion of this arbitration provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration provision, except that: (A) if the class action waiver is limited, voided or found unenforceable, then this arbitration provision (except for this sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the class action waiver. The parties acknowledge and agree that under no circumstances will a class action be arbitrated, and (B) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the class action waiver or elsewhere in this arbitration provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. 

In the event that a lawsuit or other action is brought under this Agreement (beyond Arbitration) to enforce or interpret any of its terms, the prevailing party shall be entitled to recover from the other party or parties such attorneys’ fees as the court shall determine to be reasonable at trial or hearing and on any appeal thereof, together with all related costs, expenses, expert fees, and disbursements.

IF YOU DO NOT WANT THIS ARBITRATION PROVISION TO APPLY, YOU MAY REJECT IT BY MAILING A SIGNED REJECTION NOTICE TO GRYPHON SAFETY + RISK MANAGEMENT GROUP, LLC, ATTN: ARBITRATION OPT OUT, 12641 ANTIOCH ROAD SUITE #111, OVERLAND PARK, KS 66213 WITHIN THIRTY (30) CALENDAR DAYS AFTER THE DATE OF THIS AGREEMENT. ANY REJECTION NOTICE MUST INCLUDE YOUR NAME, ADDRESS, EMAIL ADDRESS AND TELEPHONE NUMBER AND STATE THAT YOU REJECT THE ARBITRATION PROVISION. IF YOU REJECT THIS ARBITRATION  PROVISION, THAT WILL NOT AFFECT ANY OTHER PROVISION OF THE AGREEMENT.

Neither Client nor GRYPHON shall be liable to the other for any failure, inability, or delay in
performing hereunder if caused by any cause beyond the reasonable control of the party so failing,
including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing
such cause and in resuming performance.

TELEPHONE CALLS RECORDING; PRIVACY POLICY. You request that GRYPHON sends you notifications via email, text message, and/or phone call using the cell phone number, landline number,  and/or emails that you provided to GRYPHON, to (i) provide you with any required or relevant notices regarding our service offering, (ii) changes to our fee structure or billing practices (iii) to communicate with you regarding your account (including, without limitation, to collect outstanding or past due amounts that you owe to GRYPHON). You consent and agree to GRYPHON (i) using information about you and your location  (collectively, “information”) to administer services, offer you new products or services, enforce the terms of this Agreement, prevent fraud and respond to regulatory and legal requirements, and (ii) using and sharing anonymized or de-identified information about you or your use of our products or services with third parties. You agree that we may contact you by telephone (including cell phones), facsimile, email or other Internet facilities, with respect to the products and services we provide under this Agreement, and new offerings of products or services we may make available in the future. You agree that GRYPHON and others acting on our behalf may monitor and or record telephone calls between you and us regarding this Agreement. You have read, understand, and agree with the terms of GRYPHON’s Privacy Policy as set forth on GRYPHON’s website www. temagryphon.com, which Policy may be changed from time to time. 

All notices, requests, demands and other communications required under this Agreement shall
be in writing, in English, and shall be deemed to have been duly given if delivered (a) personally, (b)
by facsimile transmission with written confirmation of receipt, (c) on the day of transmission if sent by e-mail with a PDF attachment executed by an authorized signer of the applicable Party to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion ofthe transmission, (d) by overnight delivery with a reputable national overnight delivery service or (e) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given seven (7) Business Days after the date such notice is deposited with the United States Postal Service. If notice is given to a party hereto, it shall be given at the address for such party
set forth below. It shall be the responsibility of the parties hereto to notify each other party hereto in writing of any name or address changes.

The entire and only agreement between you and GRYPHON is contained in this Agreement and replaces any other oral or written understanding or agreements. This Agreement may only be changed by mutual written agreement between you and GRYPHON. If a court or tribunal finds any provision of this Agreement to be invalid or illegal, the remaining provisions of this Agreement shall remain in force. This Agreement shall be governed by the substantive laws of the State of Kansas.