1. Acceptance of Terms and Agreement Scope

By accessing, using, or registering for GreyOrbit's IT spend optimization platform and related services ("Services"), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional terms that may apply to specific features or services.

These Terms constitute a legally binding agreement between you (either as an individual or on behalf of an entity) and GreyOrbit. If you do not agree to these Terms, you must not access or use our Services.

We reserve the right to modify these Terms at any time. Material changes will be communicated through email notifications or prominent notices on our platform. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms.

2. Comprehensive Service Description

GreyOrbit provides a comprehensive cloud-based platform for IT spend optimization and license management that includes:

• Invoice Processing: Automated ingestion and analysis of cloud and SaaS invoices from major providers
• Resource Analysis: Identification of zombie resources, orphaned assets, and underutilized infrastructure
• License Management: Detection of duplicate subscriptions, unused licenses, and optimization opportunities
• Scenario Modeling: Advanced savings scenario generation with detailed service quality impact scoring
• Renewal Management: Comprehensive renewal calendar with automated alerts and contract optimization
• Governance Tools: Spend insights, budget tracking, and policy enforcement capabilities
• Integration Services: API access and connector add-ons for third-party systems
• Analytics Platform: Advanced reporting, dashboards, and business intelligence tools
• Compliance Monitoring: Automated compliance checking and audit trail maintenance

3. User Accounts, Registration, and Responsibilities

To access our Services, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Account Security: Maintaining the confidentiality of your login credentials and all activities under your account
• Information Accuracy: Ensuring all account information remains current, accurate, and complete
• Authorized Use: Ensuring that only authorized personnel access your account and use the Services
• Breach Notification: Immediately notifying us of any unauthorized use or security breaches
• Compliance: Using the Services in compliance with all applicable laws and regulations
• Data Management: Properly managing and securing any data you upload or process through our Services

You may not create multiple accounts, share accounts with unauthorized users, or use automated systems to create accounts without our express written permission.

4. Subscription Plans, Billing, and Payment Terms

Subscription Tiers and Pricing

GreyOrbit offers multiple subscription plans with transparent per-seat pricing:

• Starter Plan: $49 per seat per month - Basic optimization features
• Professional Plan: $99 per seat per month - Advanced analytics and premium features
• Enterprise Plan: $199 per seat per month - Full feature set with dedicated support

Billing and Payment

Subscriptions are billed monthly in advance unless otherwise agreed. You authorize us to charge your designated payment method for all applicable fees, taxes, and charges. All fees are non-refundable except as required by law or as specifically stated in these Terms.

Connector Add-ons and Additional Services

Additional connector add-ons, premium integrations, and professional services may be available for purchase. Pricing for these services will be clearly communicated before purchase.

Price Changes and Billing Disputes

We may change our pricing with 30 days' notice to existing customers. Any billing disputes must be reported within 60 days of the charge date.

5. Acceptable Use Policy and Prohibited Activities

You agree to use our Services responsibly and in accordance with these guidelines. You may not:

• Legal Violations: Use the Services for any unlawful purpose or in violation of applicable laws or regulations
• Intellectual Property: Infringe on intellectual property rights of GreyOrbit or third parties
• Security Threats: Transmit malicious code, conduct security attacks, or attempt unauthorized access
• Service Disruption: Interfere with, disrupt, or overload our Services or infrastructure
• Reverse Engineering: Reverse engineer, decompile, or attempt to extract source code from our platform
• Competitive Use: Use the Services for competitive analysis, benchmarking, or developing competing products
• Data Misuse: Access, collect, or use data beyond what is necessary for your legitimate business purposes
• Resale: Resell, redistribute, or sublicense access to our Services without written permission
• False Information: Provide false, misleading, or fraudulent information

6. Data Handling, Privacy, and Security

Your use of the Services is subject to our Privacy Policy, which is incorporated by reference into these Terms. Key data handling principles include:

Customer Data Ownership

You retain ownership of all data you provide to the Services. You grant us a limited license to use this data solely to provide the Services and generate optimization recommendations.

Data Security and Protection

We implement industry-standard security measures including SOC 2 Type II compliance, end-to-end encryption, access controls, and regular security audits to protect your data.

Data Processing and Analytics

We may process your data to provide analytics, generate insights, and improve our Services. All processing is conducted in accordance with applicable data protection laws.

Data Retention and Deletion

We retain your data as necessary to provide Services and comply with legal obligations. Upon termination, we will delete or return your data according to our data retention policy.

7. Intellectual Property Rights and Licenses

The Services and all related technology, including software, algorithms, methodologies, user interfaces, and documentation, are owned by GreyOrbit and protected by intellectual property laws.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. This license does not permit you to:

• Copy, modify, distribute, or create derivative works based on our intellectual property
• Use our trademarks, logos, or branding without written permission
• Remove or alter any proprietary notices or labels
• Access or use the Services beyond the scope of your subscription

8. Service Availability, Support, and Maintenance

We strive to maintain high service availability and provide reliable access to our platform. However, we do not guarantee uninterrupted access due to factors beyond our control.

Support Services

Support is provided according to your subscription plan:

• Starter: Standard email support during business hours
• Professional: Priority support with faster response times and extended hours
• Enterprise: Dedicated support with phone, chat, and 24/7 availability options

Maintenance and Updates

We may perform scheduled maintenance and deploy updates to improve functionality, security, and performance. We will provide advance notice of planned maintenance when possible.

9. Verified-Savings Plan and Performance Guarantees

Our optional verified-savings plan provides additional guarantees and validation of cost optimization recommendations. This premium service includes:

• Independent verification of savings calculations
• Performance guarantees with service level agreements
• Dedicated account management and optimization consulting
• Quarterly business reviews and strategy sessions

Terms and conditions for the verified-savings plan are provided separately upon enrollment and may include additional fees and commitments.

10. Termination, Suspension, and Account Closure

Either party may terminate these Terms at any time with appropriate notice. Termination procedures include:

Termination by You

You may terminate your account at any time through your account settings or by contacting support. Termination will be effective at the end of your current billing period.

Termination by Us

We may terminate or suspend your account immediately for violations of these Terms, non-payment, or other legitimate business reasons.

Effects of Termination

Upon termination:

• Your access to the Services will cease immediately or at the end of your billing period
• You remain responsible for all charges incurred through the termination date
• We may delete your data according to our retention policy after a reasonable grace period
• Provisions that should survive termination will remain in effect

11. Disclaimers, Warranties, and Limitations

The Services are provided "as is" and "as available" without warranties of any kind, either express or implied. We disclaim all warranties, including but not limited to:

• Merchantability and fitness for a particular purpose
• Non-infringement of third-party rights
• Uninterrupted or error-free operation
• Accuracy or completeness of data or recommendations

Limitation of Liability

Our total liability for any claims arising from or related to these Terms or the Services is limited to the amount you paid for the Services in the 12 months preceding the claim. We are not liable for indirect, incidental, consequential, or punitive damages.

12. Indemnification and Hold Harmless

You agree to indemnify, defend, and hold harmless GreyOrbit, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services or violation of these Terms
• Your data or content uploaded to or processed through the Services
• Your violation of applicable laws or third-party rights
• Any negligent or wrongful conduct by you or your authorized users

13. Governing Law, Jurisdiction, and Dispute Resolution

These Terms are governed by the laws of Taiwan, without regard to conflict of law principles. Any disputes arising from these Terms or the Services will be resolved through:

Binding Arbitration

Most disputes will be resolved through binding arbitration in Hsinchu City, Taiwan, administered by a mutually agreed arbitration organization. The arbitration will be conducted in English.

Exceptions to Arbitration

Either party may bring claims in small claims court or seek injunctive relief for intellectual property violations or confidentiality breaches.

Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class actions or representative proceedings.

14. Miscellaneous Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any additional terms for specific services, constitute the entire agreement between you and GreyOrbit.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, or network outages.

15. Contact Information and Legal Notices

For questions about these Terms, legal notices, or other inquiries, please contact us:

All legal notices must be sent in writing to the above address and will be deemed received when actually received by us.