Effective Date: 1 December 2025
BY CLICKING “I ACCEPT”, CHECKING THE ACCEPTANCE BOX, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.
IF YOU ARE ACCEPTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS EULA.
This Master End-User License Agreement (this “EULA“) is a legally binding agreement between Graph Research Labs Limited (NZBN 94-29050041305), 11a Garnet Road, Westmere, Auckland 1022, New Zealand and its affiliates (“GRL“, “We“, “Us“, “Our“) and you or the entity you represent (“You“, “Your“).
1.1 Authorized Users – individuals You expressly authorize to use the Software under Your account.
1.2 Deployment Model – one or more of:
(a) SaaS (hosted and managed by GRL, including Free Trial)
(b) On-Premise (installed on hardware You own or control)
(c) Customer VPC / Private Cloud (installed in Your own cloud tenancy)
(d) Hybrid (any combination of the above)
as specified in Your Order Form.
1.3 Free Trial – a limited evaluation period (typically 7 days) for SaaS deployment provided at no charge for evaluation purposes only.
1.4 Order Form – any GRL quote, invoice, online checkout page, trial registration, or signed order referencing this EULA.
1.5 Software – the GRL Generators proprietary software (source code, object code, container images, APIs, Documentation, updates, patches).
1.6 Subscription Plan – the pricing tier and usage metrics stated in the Order Form (monthly or annual license for production use).
1.7 Confidential Information – the Software, its architecture, algorithms, performance characteristics, and any information disclosed during support or implementation.
Subject to payment and compliance with this EULA, GRL grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to use the Software solely within the purchased Deployment Model(s) and metrics specified in Your Order Form.
(a) GRL may offer a Free Trial for evaluation purposes only (“Trial Period”).
(b) Trial licenses are provided solely for internal evaluation and may not be used for production, commercial, or revenue-generating purposes.
(c) Trial access terminates automatically at the end of the Trial Period unless You purchase a Subscription Plan.
(d) GRL may terminate Trial access at any time without notice or obligation.
(e) All restrictions in Section 3 apply fully to Trial licenses.
(f) NO WARRANTY OR SUPPORT is provided during the Trial Period. The Software is provided “AS IS” for trial purposes.
(g) You acknowledge that Trial data may be deleted upon Trial expiration and GRL has no obligation to preserve or migrate Trial data.
(a) Data Preservation: If You purchase a paid Subscription Plan within seven (7) days after Your Trial Period expires:
(i) GRL will preserve all data created during the Trial Period,
(ii) Such data will be immediately accessible upon activation of Your paid Subscription,
(iii) No additional data migration or import is required
(b) Data Deletion: If You do not purchase a paid Subscription within seven (7) days after Trial expiration:
(i) All Trial data may be permanently and irretrievably deleted,
(ii) GRL has no obligation to preserve, export, or provide access to Trial data,
(iii) If You subsequently purchase a Subscription, You will start with an empty account
(c) No Recovery: Once Trial data is deleted, it cannot be recovered. GRL is not liable for any loss of Trial data.
(d) Settings and Configuration: Custom settings, configurations, workflows, and integrations created during the Trial may also be deleted with Your data. GRL recommends documenting configurations before Trial expiration.
You shall not (and shall not permit, assist, or encourage any third party to):
(a) copy, reproduce, duplicate, or create additional copies of the Software or any portion thereof in any form. You acknowledge that:
(i) the Software is protected by license key authentication and encryption technology that prevents unauthorized copying;
(ii) disaster recovery and business continuity are Your responsibility through appropriate infrastructure redundancy, not through Software copying;
(iii) for On-Premise and Customer VPC deployments, You may implement high-availability, failover, or redundant infrastructure configurations, provided that:
• all instances are subject to the same license key authentication,
• total concurrent usage does not exceed Your licensed metrics,
• each instance connects to GRL’s licensing server for validation,
• You do not circumvent or duplicate license keys; and
(iv) temporary copies created solely and automatically in RAM, cache, or temporary storage during normal Software execution are permitted only to the extent technically necessary for operation and provided such copies are automatically deleted upon process termination.
(b) modify, adapt, translate, or create derivative works of the Software;
(c) reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to derive or gain access to the source code, algorithms, protocols, container images, configuration files, or underlying ideas of the Software, in whole or in part;
(c)(i) Technical Protection: The Software contains proprietary technological protection measures designed to prevent unauthorized reverse engineering, decompilation, or disassembly. Any attempt to circumvent these measures constitutes a separate material breach of this EULA and may violate applicable anti-circumvention laws including the Copyright Act 1994 (New Zealand) and similar legislation in other jurisdictions.
(c)(ii) Obfuscation Acknowledgment: You acknowledge that the Software may contain obfuscated code, encrypted components, and proprietary compilation methods specifically designed to protect GRL’s trade secrets and confidential algorithms. You agree not to use any third-party tools, services, or methodologies to defeat, bypass, or reverse these protections.
(d) bypass, disable, remove, circumvent, or attempt to defeat any license keys, technical protections, encryption, authentication mechanisms, usage-control features, or digital rights management (DRM) technology, including but not limited to:
(i) attempting to use the Software without valid license key authentication,
(ii) creating or using key generators, cracks, or patches,
(iii) modifying license validation code or network calls,
(iv) using the Software after license expiration or termination,
(v) exceeding licensed usage metrics through technical circumvention;
(e) remove, alter, or obscure any copyright, trademark, patent, or proprietary notices;
(f) sell, resell, rent, lease, lend, sublicense, distribute, publish, or make the Software available to any third party;
(g) use the Software, its outputs, APIs, algorithms, data structures, or any derived information to develop, improve, train, or benchmark any competing product, service, or artificial intelligence/machine learning model without GRL’s prior written consent. This prohibition includes but is not limited to:
(i) using the Software to generate training data,
(ii) analyzing Software behavior for competitive intelligence,
(iii) extracting patterns or methodologies for replication.
(h) perform or disclose benchmarking, performance testing, security testing, or vulnerability scanning without GRL’s written approval;
(i) use the Software in violation of any applicable law or regulation;
(j) extract, export, copy, or redistribute any container images, Docker images, VM images, or compiled binaries provided as part of the Software;
(k) create derivative container images or modified distributions based on GRL-provided images;
(l) upload GRL container images to public or private registries other than those explicitly authorized by GRL in writing;
(m) duplicate, clone, copy, or attempt to replicate any license keys, authentication tokens, encryption keys, or access credentials provided by GRL. Each license key is unique to Your specific deployment and licensed usage metrics. Sharing or duplicating license keys constitutes a material breach and software piracy.
INTEROPERABILITY EXCEPTION: The prohibitions in (a)–(c) above apply even if such acts are allegedly required for interoperability, except and only to the narrow extent that applicable law expressly and mandatorily prohibits contractual restriction of such act and only after You have first requested the necessary information from GRL in writing and GRL has declined.
TERMINATION:Violations of this Section 3 constitute material breach and may result in termination in accordance with Section 9.2. Certain violations may also trigger liquidated damages under Section 9.4.
You acknowledge that violation of Section 3 will cause irreparable harm to GRL for which monetary damages are an inadequate remedy. Accordingly, GRL shall be entitled to seek injunctive or other equitable relief to prevent or restrain such violation, without the necessity of posting bond or proving actual damages, in addition to all other available remedies.
The Software, including its architecture, algorithms, performance characteristics, and any information disclosed during support or implementation, constitutes GRL’s Confidential Information. You shall:
(a) maintain the confidentiality of all Confidential Information using at least the same degree of care You use to protect Your own confidential information, but no less than reasonable care;
(b) not disclose Confidential Information to third parties without GRL’s prior written consent;
(c) limit access to Confidential Information to Authorized Users with a legitimate need to know;
(d) not use Confidential Information except as expressly permitted under this EULA;
(e) immediately notify GRL of any unauthorized disclosure or use of Confidential Information.
These obligations survive termination of this EULA for a period of five (5) years.
(a) The Software is protected by proprietary license key technology, encryption, and authentication systems that verify Your authorized usage with GRL’s licensing servers.
(b) You shall:
(i) maintain the confidentiality and security of all license keys and credentials provided by GRL,
(ii) not share, publish, or disclose license keys to any third party,
(iii) immediately notify GRL if any license key is compromised, lost, or potentially exposed,
(iv) ensure all Software instances maintain network connectivity to GRL’s licensing validation servers unless an offline licensing arrangement has been separately agreed in writing.
(c) GRL may remotely verify license compliance, deactivate invalid or compromised keys, and enforce usage limits through the licensing system. You consent to such remote license management.
(d) Any use of the Software without proper license key authentication, or any attempt to circumvent the licensing system, constitutes both:
(i) a material breach of this EULA resulting in immediate termination, and
(ii) potential violation of anti-circumvention laws including the Copyright Act 1994 (New Zealand) and similar legislation.
(e) Offline and Air-Gapped Deployments:
(i) The Software requires periodic connectivity to GRL’s licensing validation servers (typically every 24-72 hours)
(ii) For On-Premise and Customer VPC deployments where continuous internet connectivity is not possible (e.g., air-gapped environments, restricted networks), You must contact GRL at licensing@graphresearchlabs.com before deployment to arrange alternative offline licensing mechanisms
(iii) Offline licensing requires:
(iv) Unauthorised offline use, use without valid offline license agreement, or use beyond offline license expiration constitutes material breach and license piracy
(a) Infrastructure-Level Backups Permitted: For On-Premise and Customer VPC deployments, You may create infrastructure-level backups of the complete deployment environment (including the Software) using virtualization snapshots, volume clones, or similar technologies, provided that:
(i) Such backups are created and maintained solely for disaster recovery and business continuity purposes,
(ii) Backup copies are secured with the same or greater security measures as the production environment,
(iii) Backup copies are not used for:
• Running parallel production instances beyond Your licensed metrics,
• Development, testing, or non-production purposes (unless separately licensed),
• Circumventing license key validation or usage limits,
• Sharing with third parties or other organisations
(iv) If a backup is restored to operation, it must authenticate with GRL’s licensing servers using Your valid license key and count toward Your licensed usage limits
(b) Prohibited Backup Uses: You may not:
(i) Extract or copy the Software binaries from backups to create standalone Software copies,
(ii) Use backups to deploy the Software in additional environments beyond Your licensed scope,
(iii) Maintain “hot standbys” or active failover instances that would cause total concurrent usage to exceed licensed limits
(c) Backup Retention: Upon termination or expiration of this EULA, You must delete all backups containing the Software within 30 days and certify such deletion to GRL in writing.
(d) Clarification on High Availability: This Section does not restrict properly licensed high-availability or failover configurations as permitted under Section 3(a)(iii), provided all instances
authenticate with GRL’s licensing system and total concurrent usage does not exceed Your licensed metrics.
(a) Loss or Compromise Notification: You must notify GRL immediately (and in any event within 24 hours of discovery)
if any license key is:
(i) Lost, deleted, or destroyed,
(ii) Compromised, stolen, or potentially exposed to unauthorized parties,
(iii) Inadvertently disclosed (e.g., committed to public code repository, shared in support communications),
(iv) Suspected of unauthorized use or duplication
(b) GRL’s Response to Compromise: Upon notification of compromise or at GRL’s detection of suspicious license
activity, GRL may:
(i) Immediately revoke the compromised license key remotely,
(ii) Issue replacement license key(s) within 2 business days,
(iii) Conduct an investigation to determine extent of unauthorised use,
(iv) Require You to implement additional security measures before issuing replacement keys
(c) Replacement Fees:
(i) First replacement per calendar year: No charge
(ii) Second and subsequent replacements: Administrative fee of NZD $500 per replacement if caused by Your negligence, breach of security obligations, or failure to follow GRL’s license key security guidelines
(iii) No charge if compromise was caused by GRL’s breach or a security vulnerability in the Software
(d) License Key Security Requirements: You shall:
(i) Store license keys in secure credential management systems or encrypted configuration files,
(ii) Not commit license keys to version control systems, public repositories, or unencrypted storage,
(iii) Limit access to license keys to Authorized Users with a legitimate need,
(iv) Implement role-based access controls for license key access,
(v) Rotate license keys if any Authorised User with access leaves Your organisation or changes roles
(e) Unauthorised Use Liability: If a license key is compromised due to Your negligence or breach of this
Section 3.5, You remain liable for:
(i) All usage by unauthorized parties until the compromise is reported to GRL,
(ii) Any overage fees resulting from such unauthorized use,
(iii) GRL’s costs to investigate and remediate the compromise
SaaS (GRL-hosted) Free Trial
None beyond usage limits
On-Premise / Customer VPC
You are solely responsible for:
• all hardware, OS, networking, and security
• ensuring continuous internet connectivity for license validation
• infrastructure redundancy and disaster recovery (not Software copying)
• maintaining licensed usage limits across all instances
• compliance with territory restrictions
Note: Each deployment instance must authenticate with GRL’s licensing server. Offline or air-gapped deployments require separate licensing arrangements.
5.1 Support and Updates are provided only under a paid Subscription Plan at the support level specified in Your Order Form, or under a separate support agreement.
5.2 GRL has no obligation to provide support, updates, patches, or bug fixes for On-Premise or Customer VPC deployments after subscription expiry or termination.
5.3 Updates may include security patches, bug fixes, and feature enhancements at GRL’s sole discretion. Updates do not constitute new Software versions requiring separate licenses unless GRL designates them as major version releases.
5.4 No support or updates are provided during Free Trial periods.
GRL may audit Your usage of the Software to verify compliance with this EULA:
(a) Audit Methods:
(i) Remote automated audits via the Software’s built-in telemetry (ongoing)
(ii) Remote manual audits of logs and usage data (with 7 days’ notice)
(iii) On-site audits conducted by GRL or independent third-party auditors (with 14 business days’ written notice during normal business hours)
(b) Audit Frequency: Physical or manual remote audits shall not occur more than once per calendar year unless GRL has reasonable grounds to suspect material non-compliance, including but not limited to:
(i) Credible third-party reports of license violations
(ii) Significant usage anomalies detected by automated telemetry systems
(iii) Evidence of license key sharing, duplication, or circumvention
(iv) Significant discrepancies between reported usage and automated metrics
(c) Overages and Remedies: If an audit reveals usage exceeding Your licensed metrics by more than five percent (5%), You shall immediately:
(a) pay additional fees for the excess usage calculated at one and one-half times (1.5×) GRL’s then-current list price for the period of overuse, and
(b) reimburse GRL’s reasonable audit costs including professional fees.
Audits shall not occur more than once per calendar year unless GRL has reasonable grounds to suspect material non-compliance.
For SaaS Subscriptions only, You shall not, and shall ensure that Your Users and any third parties acting on Your behalf do not:
(a) Use the SaaS Service to store, transmit, distribute, or process:
(i) Any content that is illegal, fraudulent, defamatory, obscene, harassing, threatening, or violates any applicable law or regulation;
(ii) Any malware, viruses, worms, Trojan horses, time bombs, spyware, or other harmful, malicious, or destructive code, files, or programs;
(iii) Any content that infringes, misappropriates, or violates any third-party intellectual property right, privacy right, or other proprietary right;
(iv) Any unsolicited or unauthorized advertising, promotional materials, spam, or bulk communications; or
(v) Any content that facilitates or promotes illegal activity, including terrorism, child exploitation, human trafficking, or illegal gambling.
(b) Engage in any activities that:
(i) Constitute or facilitate phishing, pharming, identity theft, or fraudulent schemes;
(ii) Launch or facilitate denial-of-service attacks, distributed denial-of-service attacks, or other attacks intended to disrupt or interfere with the SaaS Service or any third-party systems;
(iii) Interfere with, disrupt, degrade, or impair the performance, availability, integrity, or security of the SaaS Service, GRL’s systems or networks, or other customers’ use of the SaaS Service;
(iv) Attempt to gain unauthorized access to the SaaS Service, GRL’s systems or networks, other customers’ accounts or data, or any systems or networks connected to the SaaS Service;
(v) Circumvent, disable, or interfere with any security features, access controls, usage limitations, license enforcement mechanisms, or protective measures of the SaaS Service;
(vi) Use the SaaS Service to probe, scan, or test the vulnerability of GRL’s systems or networks, or breach security or authentication measures;
(vii) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the SaaS Service except to the extent expressly permitted by Section 3(d);
(viii) Use the SaaS Service in any manner that exceeds the usage limits, capacity, or resources allocated to Your Subscription, or use technical means to consume resources beyond Your licensed entitlements;
(ix) Resell, sublicense, or provide service bureau or time-sharing access to the SaaS Service to third parties except as expressly permitted under this EULA; or
(x) Use the SaaS Service to develop, support, or operate a product or service that competes with the Software or GRL’s business.
(c) Perform or attempt to perform any security testing, penetration testing, vulnerability scanning, or security assessments of the SaaS Service, GRL’s infrastructure, or related systems without GRL’s prior written consent and execution of a separate security testing agreement.
(d) Suspension Rights. GRL may immediately suspend Your or any User’s access to all or any portion of the SaaS Service, without prior notice and without liability, if GRL reasonably determines after due inquiry (given the nature and severity of the issue) that:
(i) Your or any User’s use of the SaaS Service poses a material risk to the security, stability, availability, or integrity of the SaaS Service, GRL’s systems or networks, or other customers’ data or systems;
(ii) Your or any User’s use of the SaaS Service violates this Section 7.1, constitutes illegal activity, or creates risk of legal liability for GRL; or
(iii) You have failed to pay any undisputed amounts due under this EULA within ten (10) days after written notice of non-payment.
(e) Suspension Procedures. In the event of any suspension under subsection (d):
(i) GRL will, where reasonably practicable given the urgency and severity of the issue, provide You with notice and an opportunity to cure prior to suspension;
(ii) GRL will use commercially reasonable efforts to limit the scope and duration of any suspension to the minimum necessary to mitigate the applicable risk or issue, which may include partial suspension (e.g., specific features or Users) rather than complete service suspension where technically feasible;
(ii-a) GRL will restore the SaaS Service within twenty-four (24) hours after the issue giving rise to suspension has been resolved and, if applicable, payment of outstanding amounts has been received;
(iii) GRL will work with You in good faith to investigate and resolve the issue giving rise to the suspension; and
(iv) GRL will promptly restore the SaaS Service to You upon resolution of the issue and, if applicable, Your payment of all outstanding amounts due.
(f) No Refund for Suspension. Suspension under this Section 7.1 does not relieve You of Your obligation to pay fees due under this EULA. You will not be entitled to any service credits, refunds, or compensation for any suspension period, except where the suspension was caused by GRL’s breach of this EULA.
This Section 7.1 does not apply to On-Premise or Customer VPC Subscriptions where You control the infrastructure and deployment environment.
Unless You have purchased a SaaS Subscription explicitly designated by GRL as suitable for processing regulated data, You shall not use the SaaS Service to store, process, or transmit Highly Sensitive Information.
“Highly Sensitive Information” means:
(a) Protected health information subject to HIPAA, HITECH, or equivalent health privacy laws;
(b) Payment card information subject to PCI-DSS requirements;
(c) Government-issued identification numbers (including social security numbers, driver’s license numbers, passport numbers, or equivalent);
(d) Special categories of personal data under GDPR Article 9(1) or equivalent data protection laws (including data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, or data concerning health, sex life, or sexual orientation);
(e) Personal information of children subject to COPPA or equivalent child privacy laws;
(f) Nonpublic personal financial information subject to GLBA or equivalent financial privacy laws; or
(g) Any other data subject to specific regulatory compliance certifications or security requirements beyond GRL’s standard security practices.
GRL has no liability whatsoever for any consequences, claims, losses, damages, fines, or penalties arising from Your processing of Highly Sensitive Information through SaaS Subscriptions not explicitly designated by GRL as suitable for such data, including but not limited to regulatory enforcement actions, data breach notification obligations, or third-party claims.
This restriction does not apply to On-Premise or Customer VPC Subscriptions where You control the infrastructure and security environment.
(a) Availability Target: GRL will use commercially reasonable efforts to maintain SaaS Service availability of at least 99.0% per calendar month, measured as: Availability % = ((Total Minutes in Month – Downtime Minutes) / Total Minutes in Month) × 100
(b) Exclusions from Downtime: The following are excluded from Downtime calculations:
(i) Scheduled maintenance windows (with at least 48 hours’ notice, not to exceed 8 hours per month),
(ii) Emergency maintenance required for security patches or critical bug fixes,
(iii) Downtime caused by factors outside GRL’s reasonable control including Force Majeure events under Section 17.6,
(iv) Downtime caused by Your breach of this EULA, Your network connectivity issues, or Your equipment/software,
(v) Suspension under Section 7.1,
(vi) Beta, trial, or free tier services,
(vii) Unavailability of specific features or functionality while core Software remains operational
(c) No Service Level Credits: GRL does not provide service level credits, refunds, or compensation for failure to meet the availability target. Your exclusive remedy for availability below the target is termination under Section 9.2 if the failure constitutes material breach.
(e) No Guarantee: This Section 7.3 establishes a target, not a guarantee. GRL makes no warranty regarding service availability and this Section does not modify the warranty disclaimers in Section 12.
8.1 Fees are as stated in the Order Form and are non-refundable for SaaS Subscription Plans once the subscription period has commenced.
8.2 For annual licenses, fees are due as stated in the Order Form.
8.3 OVERAGE BILLING
(a) Overages beyond licensed usage limits will be billed monthly in arrears at the rates specified in Your Order Form.
(b) Usage Threshold Notifications:
(i) GRL will provide automated notice when You reach 80% of any licensed limit,
(ii) GRL will provide second notice when You reach 90% of any licensed limit,
(iii) GRL will provide final notice when You reach 100% of any licensed limit
(c) Overage Caps:
Unless You have received prior written notice and elected to continue usage, overage charges for any single monthly billing period shall not exceed two times (2×) Your base monthly Subscription fee for that period.
(d) Sustained Overage:
If You exceed licensed usage limits for three (3) consecutive months, GRL may require You to upgrade to an appropriate higher-tier Subscription Plan.
(e) Notice to GRL:
You may notify GRL at billing@graphresearchlabs.com if You believe overage charges are incorrect. GRL will investigate and adjust charges if errors are confirmed.
8.4 Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower).
8.5 GRL may suspend access to the Software for non-payment after ten (10) days’ written notice. Continued non-payment may result in termination per Section 9.2(a).
8.6 PRICE INCREASES ON RENEWAL
(a) Annual Adjustments: GRL may increase Subscription fees upon renewal of the then-current Subscription term by providing at least sixty (60) days’ written notice before the end of the then-current term.
(b) Increase Limitations: Annual price increases shall not exceed the greater of:
(i) Ten percent (10%) of the then-current fees, or
(ii) The percentage change in the New Zealand Consumers Price Index (CPI) published by Stats NZ for the preceding 12-month period, plus five
percent (5%)
(c) Right to Decline: If You do not agree to a price increase:
(i) You may provide written notice of non-renewal in accordance with Section 9.1,
(ii) Your Subscription will continue at current pricing until the end of the then-current term,
(iii) No refund or credits will be provided for early termination due to price increase
(d) Extraordinary Increases: Price increases exceeding the limitations in subsection (b) require Your express written consent via a new Order Form.
(e) Trial and Promotional Pricing: Transitions from Trial, promotional, or discounted pricing to standard pricing are not subject to the limitations in this Section 8.6.
The Term starts on the Order Form effective date (or Trial registration date for Free Trials) and continues for the period specified in the Order Form.
Subscription Plans auto-renew for successive periods of equal length unless either party provides thirty (30) days’ written notice of non-renewal prior to the end of the then-current term.
(a) Material Breach by Customer:
Either party may terminate this EULA for material breach upon thirty (30) days written notice specifying the breach. The breaching party has thirty (30) days to cure the breach. If not cured, termination becomes effective.
(b) Immediate Termination Rights:
GRL may terminate immediately without notice for:
(c) Minor Breach / Usage Overages:
For non-material breaches including usage overages (exceeding licensed user count, API calls, storage limits, etc.):
(d) Termination for Convenience by Customer:
Customer may terminate for convenience with thirty (30) days’ written notice, subject to:
– No refund of prepaid fees for SaaS Subscriptions
– For annual On-Premise/Customer VPC licenses, refund of unused portion (pro-rata for remaining months) minus 20% early termination fee
(a) For SaaS Deployments:
(b) For On-Premise and Customer VPC Deployments: Upon termination or expiry for any reason:
(c) Exception for Immediate Termination Under Section 9.2(b): If GRL terminates immediately for fraud, criminal activity, or security threats under Section 9.2(b):
(d) Termination for Non-Payment: If termination is due to Customer non-payment:
(a) The parties acknowledge that certain violations of Section 3 cause damages that are difficult to quantify. Therefore, Customer agrees to pay liquidated damages (not penalties) for the following violations:
(i) License Key Sharing or Distribution (Section 3(m)):
(ii) Reverse Engineering or Decompilation (Section 3(c)):
(iii) Circumventing Technical Protection Measures (Section 3(d)):
(iv) Competitive Use Violation (Section 3(g)):
(v) Unauthorised Distribution or Sub-licensing (Section 3(f)):
(b) Liquidated damages are payable within thirty (30) days of written notice from GRL.
(c) Payment of liquidated damages does not waive GRL’s right to:
(d) Liquidated damages do not apply to good-faith unintentional usage overages (Section 9.2(c)), which are subject to overage billing per Section 8.3.
(e) Customer may dispute liquidated damages by providing evidence the violation did not occur or was not of the stated magnitude. Disputes are subject to Section 16 (Dispute Resolution).
The following sections survive termination: Sections 3, 3.1, 3.2, 6, 9.3, 9.4, 10, 11, 12, 13, 14, 15, and 16.
(a) Upon termination, Customer’s license to use the Software immediately terminates (subject to data export grace period in Section 9.3).
(b) Customer remains liable for all fees incurred prior to termination, including fees accrued during any notice period.
(c) Termination does not relieve Customer of obligations that expressly survive termination per Section 9.5.
(d) GRL will provide final invoice within thirty (30) days of termination effective date.
Upon request and for additional fees, GRL may provide transition assistance including:
Transition assistance fees are calculated at GRL’s standard professional services rates (available on request) and must be prepaid.
Notwithstanding the data export timelines in Section 9.3:
(a) Legal Hold: GRL may retain Your Data beyond the periods specified in Section 9.3 to the extent:
(i) Required by law, regulation, court order, or governmental authority,
(ii) Reasonably necessary for ongoing or threatened litigation, investigation, audit, or legal proceedings involving either party,
(iii) Subject to a litigation hold or preservation obligation
(b) Audit and Compliance Retention: GRL may retain:
(i) Audit logs, access records, and security logs as required by GRL’s compliance certifications (SOC 2, ISO 27001, etc.) typically for up to
seven (7) years,
(ii) Financial and billing records as required by tax and accounting laws,
(iii) Aggregated or anonymised analytics derived from Your Data indefinitely as permitted under Section 10.4
(c) Backup Retention: Data contained in backup systems may be retained for up to one hundred eighty (180) days after the applicable backup rotation cycle completes, provided that:
(i) Such backups are not accessed or used except for disaster recovery purposes,
(ii) Data in backups is subject to the same security measures as production data,
(iii) Backups are permanently deleted after the retention period
(d) Notification: If GRL must retain Your Data beyond the periods in Section 9.3 due to legal hold or regulatory requirement, GRL will notify You in writing within ten (10) business days of receiving the retention requirement.
(e) Certification: Upon Your written request after termination, GRL will certify in writing that Your Data has been deleted in accordance with this EULA, except for data retained under subsections (a), (b), or (c) above, which will be specified in the certification.
10.1 You own Your data; You grant GRL a non-exclusive, royalty-free, worldwide license to host, process, and create anonymized aggregates for product improvement and analytics.
(a) GRL’s Privacy Policy and Data Processing Addendum (available at
https://graphresearchlabs.com/privacy-policy/) are incorporated by reference into this EULA. The Privacy Policy includes the Data Processing Addendum (DPA) governing personal data processing.
(b) Where GRL processes Personal Data (as defined in applicable data protection law) on Your behalf in connection with SaaS deployments, the terms of the DPA shall apply and govern such processing. For On-Premise and Customer VPC deployments, You are the sole data controller and GRL does not process Personal Data on Your behalf unless separately agreed in writing.
(c) For European Economic Area, United Kingdom, and Swiss customers: The DPA incorporates Standard Contractual Clauses as approved by the European Commission and UK International Data Transfer Agreement/Addendum for transfers of personal data to New Zealand.
The Software may collect and transmit to GRL anonymized usage statistics, performance metrics, error logs, and license compliance data. For SaaS deployments, GRL may monitor usage in real-time. For On-Premise and Customer VPC deployments, the Software may transmit license validation data and may transmit diagnostic information. You consent to such collection and transmission, which is necessary for license enforcement, support, and product improvement.
(a) Definitions:
(i) “Identifiable System Data” means System Data that identifies or permits identification, association, or correlation of or with You, Your Affiliates, Your Users, Your customers, or Your suppliers, either alone or in combination with other data.
(ii) “Anonymous System Data” means System Data that has been aggregated, anonymized, or de-identified such that it cannot reasonably be used to identify any specific customer, user, or entity.
(b) Permitted Uses of Identifiable System Data. GRL may collect and use Identifiable System Data solely to:
(i) Provide, operate, maintain, and improve the Software as a generally available product offering;
(ii) Provide technical support and identify optimization opportunities specific to Your use of the Software;
(iii) Monitor Software performance, availability, and security;
(iv) Comply with legal obligations or respond to lawful requests from authorities;
(v) Recommend complementary GRL products or services to You based on Your usage patterns; and
(vi) Generate anonymized, aggregated analytics that do not identify You or permit reverse-identification.
(c) Prohibited Uses of Identifiable System Data. GRL will not:
(i) Use Identifiable System Data to analyze, derive, or infer information regarding Your business operations, strategies, financial performance, customers, or competitive positioning;
(ii) Share, sell, or disclose Identifiable System Data to third parties (including Your competitors) except as necessary to provide the Software or as required by law;
(iii) Use Your usage patterns, configurations, or deployment details to market or sell GRL products to Your competitors or others in Your industry; or
(iv) Combine Identifiable System Data with third-party data sources to create enriched profiles of You, Your business, or Your customers.
(d) Unrestricted Use of Anonymous System Data. GRL may collect, use, disclose, and exploit Anonymous System Data without restriction for any lawful purpose, including:
(i) Product development, improvement, and innovation;
(ii) Industry benchmarking, research, and analytics;
(iii) Marketing, promotional, and business development purposes;
(iv) Creating derivative works, algorithms, or machine learning models; and
(v) Licensing, selling, or distributing such Anonymous System Data to third parties.
(e) Security of System Data. GRL will apply the same security measures to Identifiable System Data as required for Your Data under Section 10 of this EULA.
(a) SaaS Deployments:
(i) GRL hosts the SaaS Service in New Zealand
(ii) GRL does not guarantee data will remain in any specific jurisdiction unless explicitly stated in Your Order Form
(iii) Data may be processed in New Zealand where GRL is headquartered
(iv) Cross-border data transfers are governed by the DPA
(b) Customer VPC and On-Premise Deployments:
(i) You control the physical location and jurisdiction where data is stored
(ii) You are solely responsible for ensuring Your selected deployment location complies with applicable data residency, data sovereignty, and data localization requirements
(c) Backup and Disaster Recovery: Data backups may be stored in different regions than primary data for redundancy purposes. Backup locations are specified in the DPA.
(d) Changes to Data Location: GRL may change data storage locations upon 90 days’ written notice, except where prohibited by Your Order Form or applicable law. If such change materially affects Your compliance obligations, You may terminate the affected Subscription and receive a pro-rata refund of prepaid fees.
(a) Definition: For purposes of Section 10.4, “Anonymization” or “Anonymized” means data that has been processed using industry-standard de-identification
techniques such that:
(i) Individual records cannot reasonably be re-identified using available means,
(ii) Data cannot be correlated with other reasonably available datasets to re-identify data subjects,
(iii) Re-identification risk has been reduced to a level considered minimal under applicable data protection standards (typically k-anonymity ≥ 11
or equivalent statistical disclosure control measures),
(iv) Direct identifiers have been removed or replaced with pseudonyms,
(v) Quasi-identifiers have been generalised, suppressed, or perturbed to prevent re-identification
(b) Anonymization Process: GRL employs techniques including but not limited to:
• Removal of direct identifiers (names, email addresses, unique IDs)
• Generalization (e.g., exact ages → age ranges)
• Aggregation (combining records to prevent individual identification)
• Perturbation (adding statistical noise)
• Sampling (using subsets of data)
(c) Ongoing Review: GRL reviews anonymization effectiveness periodically and when new re-identification techniques become known, and adjusts processes accordingly.
(d) No Guarantee: While GRL employs reasonable anonymsation techniques, GRL cannot guarantee that re-identification is impossible under all circumstances, particularly if Anonymous System Data is combined with external data sources beyond GRL’s control.
11.1 GRL owns all right, title, and interest in and to the Software, including all intellectual property rights, enhancements, modifications, and derivative works. This EULA does not transfer any ownership rights.
11.2 GRL will defend You against third-party claims that the Software infringes any patent, copyright, or trademark, and will indemnify You against damages finally awarded or settlement amounts approved by GRL, provided You:
(a) promptly notify GRL in writing of the claim,
(b) grant GRL sole control of the defense and settlement, and
(c) provide reasonable cooperation.
GRL has no obligation for claims arising from: (i) modifications You make to the Software, (ii) Your combination of the Software with other products, (iii) Your use after GRL notifies You to discontinue use, or (iv) Your breach of this EULA.
Any feedback, suggestions, enhancement requests, or recommendations You provide regarding the Software (“Feedback“) shall become GRL’s sole property. You hereby assign all rights, title, and interest in Feedback to GRL without compensation and waive any moral rights therein.
In addition to GRL’s indemnification obligations under Section 11.2, if the Software or any component thereof is held by a court of competent jurisdiction to infringe, misappropriate, or violate any third-party intellectual property right, or if GRL reasonably determines that such infringement, misappropriation, or violation is likely based on a credible third-party claim, GRL will, at its sole option and expense:
(a) Procure for You the right to continue using the Software or affected component as licensed under this EULA without modification or interruption;
(b) Modify or replace the allegedly infringing Software or component to be non-infringing while maintaining substantially equivalent functionality, performance, interoperability, and compatibility with Your existing systems and workflows; or
(c) If options (a) and (b) cannot be accomplished on commercially reasonable terms within ninety (90) days of GRL’s receipt of the infringement claim or court judgment, terminate the affected Subscription and refund to You all prepaid fees for such Subscription, pro-rated for the unused portion of the then-current Subscription term from the date of termination.
GRL will select the remedy option in its sole discretion based on technical feasibility, commercial reasonableness, and business considerations. If GRL provides a modified or replacement Software under subsection (b), GRL will have no further indemnification obligations for continued use of the prior infringing version after You have had reasonable time (not less than thirty (30) days) to implement the modified or replacement Software.
(d) Interim Protection: During the ninety (90) day remedy period specified in subsection (c), GRL will: (i) Continue to vigorously defend any infringement claim at GRL’s expense, (ii) Maintain Your indemnification coverage under Section 11.2, (iii) Permit You to continue using the Software unless and until a court of competent jurisdiction issues an injunction prohibiting such use, and (iv) Provide You with at least thirty (30) days’ written notice before implementing any remedy under subsections (b) or (c)
(e) Continuity During Replacement: If GRL provides modified or replacement Software under subsection (b): (i) GRL will use commercially reasonable efforts to ensure the replacement maintains API compatibility and data format compatibility with the prior version, (ii) GRL will provide reasonable migration assistance at no additional charge, (iii) You will have a reasonable transition period (not less than thirty (30) days) to implement the modified or replacement Software, (iv) GRL will have no further indemnification obligations for continued use of the allegedly infringing version after You have had reasonable time to complete the migration
This Section 11.4, together with Section 11.2, states GRL’s complete liability and Your exclusive remedy with respect to any actual or alleged infringement, misappropriation, or violation of third-party intellectual property rights by the Software.
(a) Open Source Inclusion: The Software may include open source software components licensed under permissive open source licenses (including MIT, Apache 2.0, BSD, ISC, and similar licenses).
(b) Copyleft Exclusion: GRL represents and warrants that the Software does not include, and GRL has not incorporated into the Software, any open source software subject to “copyleft” or “viral” licenses (including GPL, AGPL, LGPL, MPL, EPL, CDDL, CPL, or EUPL) that would:
(i) Require disclosure or distribution of GRL’s proprietary source code,
(ii) Require GRL to license the Software or any portion thereof under open source terms,
(iii) Impose restrictions on GRL’s ability to license the Software under commercial terms, or
(iv) Require You to disclose or license Your own proprietary code when using the Software
(c) Attribution Requirements: GRL will comply with all attribution, copyright notice, and license text requirements of included open source components.
(d) Updates to Open Source Components: GRL may update, replace, or remove open source components in the Software from time to time. GRL will maintain the warranty in subsection (b) with respect to all updates.
(e) Indemnification: This Section 11.5 is incorporated into GRL’s indemnification obligations under Section 11.2. If any claim arises alleging that GRL’s use
of open source software in the Software violates copyleft requirements or other open source license terms, such claim shall be subject to GRL’s indemnification and defense obligations.
(f) No Prohibition on Your Use of Open Source: Nothing in this EULA restricts Your independent use of open source software in Your own environment, provided You do not extract, isolate, or redistribute open source components from the Software.
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. GRL DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.
THIS DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
13.1 GRL’s total cumulative liability arising out of or related to this EULA, whether in contract, tort, or otherwise, shall not exceed the total fees You paid to GRL in the twelve (12) months immediately preceding the event giving rise to liability (or, for perpetual licenses, the total license fee paid).
13.2 IN NO EVENT SHALL GRL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, EVEN IF GRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 The limitations in this Section 12 apply to the maximum extent permitted by law and shall apply regardless of the failure of essential purpose of any limited remedy.
13.4 Some jurisdictions do not allow limitation of liability for certain types of damages. In such jurisdictions, GRL’s liability is limited to the maximum extent permitted by law.
You will indemnify, defend, and hold harmless GRL and its affiliates, officers, directors, employees, and agents against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) Your data or content processed through the Software,
(b) Your use of the Software in violation of this EULA or applicable law,
(c) Your breach of any representation, warranty, or obligation under this EULA, or
(d) any claim that Your data infringes or misappropriates third-party intellectual property or privacy rights.
If GRL seeks indemnification under Section 13:
(a) You shall assume control of the defense and settlement of the claim at Your expense, using counsel reasonably acceptable to GRL.
(b) You shall advance all defense costs as incurred, not merely reimburse after resolution.
(c) GRL may participate in the defense with its own counsel at its own expense.
(d) You shall not settle any claim in a manner that admits fault on behalf of GRL, requires GRL to pay money, or restricts GRL’s business without GRL’s prior written consent.
(e) If You fail to assume defense within fifteen (15) days of notice, GRL may defend itself and You shall reimburse all costs and attorneys’ fees incurred.
15.1 EXPORT CONTROL ACKNOWLEDGMENT
(a) Encryption Technology: The Software contains encryption technology and cryptographic software subject to export control laws and regulations including:
(i) New Zealand export controls under the Customs and Excise Act 2018,
(ii) United States export controls (ECCN classification 5D002 under the Export Administration Regulations),
(iii) European Union dual-use export controls under Regulation (EU) 2021/821,
(iv) Australian Defence and Strategic Goods List (DSGL) controls,
(v) Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies
(b) Export and Re-export: You acknowledge that export, re-export, or transfer of the Software or any encryption components may require export licenses, notifications, or authorisations from New Zealand or other applicable authorities.
(c) Your Compliance Obligations: You are solely responsible for:
(i) Obtaining any required export licenses or authorisations before exporting, re-exporting, or transferring the Software,
(ii) Ensuring Your use and deployment of the Software complies with all applicable export control laws in Your jurisdiction and any jurisdictions where the Software will be used,
(iii) Maintaining records of Software exports and transfers as required by applicable law
(d) Deemed Exports: You acknowledge that providing access to the Software or its source code to foreign nationals (including employees, contractors, or visitors) may constitute a “deemed export” subject to export controls. You shall ensure such access complies with applicable deemed export regulations.
15.2 You shall not export, re-export, or transfer the Software to prohibited countries, entities, or individuals under applicable sanctions regimes including but not limited to those administered by New Zealand, the United Nations, the United States, the European Union, or the United Kingdom.
15.3 For On-Premise and Customer VPC deployments, You are solely responsible for ensuring deployment location complies with all applicable export, import, and sanctions laws.
15.4 You represent and warrant that You and Your Authorized Users are not:
(a) located in, or a national or resident of, any country subject to comprehensive sanctions,
(b) listed on any government restricted party list, or
(c) otherwise prohibited from receiving the Software under applicable law.
15.5 You will comply with all applicable export control and sanctions laws and will not use the Software in any jurisdiction where such use would violate applicable law.
Before initiating any formal dispute resolution, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of thirty (30) days. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail.
If the dispute cannot be resolved through informal negotiation, the parties shall submit the dispute to mediation in New Zealand, under the AMINZ (Arbitrators’ and Mediators’ Institute of New Zealand) Mediation Rules before commencing arbitration or litigation. Each party shall bear its own costs of mediation. The mediation shall be conducted in English. The parties shall engage in mediation in good faith for a period of up to sixty (60) days from the commencement of mediation.
If mediation does not resolve the dispute within sixty (60) days of commencement, or if either party refuses to participate in mediation, any dispute, controversy, or claim arising out of or relating to this EULA, or the breach, termination, or invalidity thereof, shall be finally resolved by binding arbitration in New Zealand, under the AMINZ Arbitration Rules, subject to the following provisions:
(a) The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties within fourteen (14) days of the request for arbitration, or if no agreement can be reached, appointed by AMINZ.
(b) The arbitration shall be conducted in English.
(c) The seat of arbitration shall be New Zealand.
(d) The arbitrator’s decision and award shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction.
(e) The arbitrator shall have no authority to award punitive, exemplary, consequential, or indirect damages of any kind, or damages in excess of the liability limitations set forth in Section 12 of this EULA.
(f) Each party shall bear its own costs and attorneys’ fees in the arbitration, except as provided in Section 15.6 (Attorneys’ Fees for Frivolous Claims).
(g) The arbitration proceedings, submissions, and award shall be confidential and shall not be disclosed to any third party except as required by law, to enforce the award, or as necessary in connection with judicial review of the award.
(h) The arbitrator shall issue a written reasoned award explaining the factual and legal basis for the decision.
Notwithstanding the foregoing arbitration provisions, either party may:
(a) Seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information (as provided in Sections 3.1 and 3.2), without the need to first pursue mediation or arbitration;
(b) Pursue claims in small claims court if the claim qualifies for such jurisdiction and remains in such court (and is not removed or appealed to a court of general jurisdiction);
(c) Report violations of criminal law to appropriate law enforcement or regulatory authorities.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND GRL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES EXPRESSLY AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE, CLASS, OR COLLECTIVE PROCEEDING.
If this class action waiver is found to be unenforceable for any reason with respect to any particular claim or request for relief, then that claim or request for relief shall be severed and proceeded with in court subject to Section 15.7, while all other claims shall be arbitrated. If a court determines that the limitation on consolidation in this Section is unenforceable, then the entirety of this arbitration provision shall be null and void (but only as to that particular dispute), and the dispute shall be resolved exclusively in court under Section 15.7.
If any party brings a claim, defense, or allegation that is determined by the arbitrator (or court, if applicable) to be frivolous, groundless, brought in bad faith, or for the purpose of harassment or delay, that party shall reimburse the prevailing party for all reasonable attorneys’ fees, costs, and expenses incurred in defending against such claim, defense, or allegation.
Additionally, if You breach Section 3 (Prohibited Activities) and GRL prevails in arbitration or litigation, You shall pay GRL’s reasonable attorneys’ fees and costs in full, regardless of whether the claim is deemed frivolous.
If for any reason the arbitration provisions in Section 15.3 are held unenforceable or inapplicable to a particular dispute, or if an exception under Section 15.4 applies, then:
(a) This EULA shall be governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of laws principles.
(b) The parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for resolution of any such dispute.
(c) For customers located outside New Zealand, You consent to personal jurisdiction in New Zealand courts, waive any objections based on inconvenient forum, and agree that New Zealand is the most appropriate and convenient forum for resolving disputes arising under this EULA. You waive any right to claim that New Zealand is an inconvenient forum.
(d) The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this EULA or the Software must be commenced within one (1) year after the claim or cause of action arose (or the minimum period required by applicable mandatory law, whichever is longer), or such claim or cause of action shall be permanently barred to the maximum extent permitted by law.
TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION (AS PROVIDED IN SECTION 15.4 OR 15.7), EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS EULA OR THE TRANSACTIONS CONTEMPLATED HEREBY.
If You initiate arbitration or litigation against GRL while You are located outside New Zealand, or if Your principal place of business is outside New Zealand, GRL may apply to the arbitrator or court (as applicable) for an order requiring You to post security for GRL’s reasonably anticipated legal costs, fees, and expenses in defending the proceeding.
The arbitrator or court may order such security in an amount reasonably calculated to cover GRL’s defense costs based on the complexity of the claims, estimated duration of the proceeding, and other relevant factors.
If You fail to post the ordered security within thirty (30) days of the order (or such other period as specified by the arbitrator or court), Your claims may be dismissed with prejudice and You shall reimburse GRL for costs and fees incurred in seeking the security order.
This EULA, together with the Order Form, Privacy Policy, and Data Processing Addendum (DPA), constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.
GRL may amend this EULA upon thirty (30) days’ written notice (including email to Your registered account). Continued use of the Software after the notice period constitutes acceptance of the amended terms. If You do not accept the amendments, You may terminate this EULA in accordance with Section 8.
You may not assign, transfer, or delegate this EULA or any rights or obligations hereunder without GRL’s prior written consent. Any attempted assignment in violation of this provision is void. GRL may assign this EULA without restriction. This EULA binds and benefits the parties’ permitted successors and assigns.
If any provision of this EULA is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent.
No waiver of any provision of this EULA shall be effective unless in writing and signed by the party against whom the waiver is asserted. No failure or delay in exercising any right shall constitute a waiver, nor shall any single or partial exercise preclude further exercise of that or any other right.
17.6 Force Majeure: Neither party shall be liable for failure or delay in performance (except payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.
ll notices under this EULA must be in writing and delivered by email (with confirmation of receipt), courier, or certified mail to the addresses specified in the Order Form or Your account registration. Notices to GRL should be sent to: support@graphresearchlabs.com
The parties are independent contractors. This EULA does not create a partnership, joint venture, agency, or employment relationship.
Section headings are for convenience only and do not affect interpretation.
This EULA may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
If You or anyone acting on Your behalf: (a) makes any materially false or misleading statements in any arbitration, mediation, or court proceeding; (b) brings multiple substantially similar claims in bad faith; (c) refuses to engage in good faith settlement negotiations; or (d) otherwise abuses the dispute resolution process, GRL may seek sanctions including dismissal of Your claims with prejudice, reimbursement of attorneys’ fees and costs under Section 15.6, and may pursue separate claims for abuse of process, malicious prosecution, or vexatious litigation as permitted by law.
You agree not to threaten or pursue complaints with regulatory authorities, consumer protection agencies, government bodies, or media outlets as a negotiating tactic to obtain settlement concessions, fee reductions, or contractual modifications. This provision does not prevent You from making legitimate good-faith reports of actual regulatory violations or unlawful conduct, nor does it restrict any rights that cannot be waived by contract under applicable law.
If You are a consumer (an individual purchasing the Software for purposes outside Your trade, business, craft, or profession) in the European Economic Area, United Kingdom, or Switzerland:
(a) Statutory Rights: Nothing in this EULA limits, excludes, or restricts Your statutory rights under applicable consumer protection law including:
(i) EU Consumer Rights Directive 2011/83/EU
(ii) UK Consumer Rights Act 2015
(iii) National implementations of EU consumer protection legislation
(iv) Any other mandatory consumer protection laws
(b) Right of Withdrawal:
(i) You have the right to withdraw from this agreement within 14 days of acceptance without giving any reason
(ii) To exercise this right, email legal@graphresearchlabs.com within 14 days stating clearly that You wish to withdraw
(iii) By clicking “I Accept” or commencing use of the Software, You expressly request immediate performance and acknowledge that You will lose Your right of withdrawal once performance is fully completed
(iv) If You withdraw within 14 days before using the Software, GRL will refund all payments received from You within 14 days of receiving Your withdrawal notice
(c) Conformity with Contract:
If the Software does not conform to this EULA, You may be entitled to remedies including repair, replacement, price reduction, or termination and refund as
provided by applicable consumer law
(d) Unfair Terms:
Where any provision of this EULA conflicts with mandatory consumer protection law, the consumer protection law shall prevail to the minimum extent necessary
to ensure compliance
(e) Warranty and Liability Provisions:
Sections 12 (Warranty Disclaimer) and 13 (Limitation of Liability) apply only to the extent permitted by mandatory consumer protection law and do not limit
GRL’s liability for:
(i) Death or personal injury caused by GRL’s negligence
(ii) Fraud or fraudulent misrepresentation
(iii) Any other liability that cannot be excluded or limited under applicable law
(f) Language:
If You are a consumer in a jurisdiction where this EULA must be provided in a specific language, and a translation has been provided, the translation shall
prevail in case of conflict to the extent required by law
This Section 17.14 applies only to consumers and does not affect the rights and obligations of business customers.
If You are a consumer in Australia as defined by the Competition and Consumer Act 2010 (Cth) (“ACL”):
(a) Consumer Guarantees: The Software comes with guarantees under the ACL that cannot be excluded, including guarantees as to acceptable quality, fitness for purpose, and compliance with description. Nothing in this EULA excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the ACL or any other applicable Australian consumer protection law.
(b) Limitation of Liability:
(i) GRL’s liability for breach of a non-excludable consumer guarantee is
limited to, at GRL’s option:
• Re-supplying the Software or equivalent software, or
• Paying the cost of having the Software or equivalent software re-supplied
(ii) The limitation in subsection (b)(i) does not apply:
• If the consumer guarantee relates to a right to title, undisturbed possession, or undisturbed use
• If the guarantee relates to acceptable quality or fitness for purpose and the failure is a major failure as defined in the ACL
• To the extent prohibited by the ACL
(c) Major Failure: If the Software has a major failure (as defined in the ACL),
You are entitled to:
(i) Cancel this EULA and obtain a refund, or
(ii) Retain the Software and obtain compensation for the reduction in value
(d) Other Remedies: For failures that do not amount to a major failure, You are entitled to have problems with the Software rectified within a reasonable time and, if this is not done, to recover reasonable costs of rectification.
(e) Notice: Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us; and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
This Section 17.15 applies only to Australian consumers and does not affect the rights and obligations of business customers.
If You are a California resident using the Software for personal, family, or
household purposes:
(a) CCPA Rights: You have the following rights under the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.):
(i) Right to know what personal information GRL collects, uses, discloses, and sells,
(ii) Right to request deletion of Your personal information,
(iii) Right to opt-out of the sale of personal information (if applicable),
(iv) Right to non-discrimination for exercising Your CCPA rights
(b) How to Exercise Rights: To exercise Your CCPA rights, email privacy@graphresearchlabs.com with “California Privacy Rights Request” in
the subject line. GRL will respond within 45 days.
(c) No Sale of Personal Information: GRL does not sell personal information as defined by the CCPA.
(d) Additional Details: For complete information about GRL’s privacy practices under CCPA, see GRL’s Privacy Policy at https://graphresearchlabs.com/privacy-policy/
This Section 17.15 applies only to California residents using the Software for personal purposes and supplements the terms of this EULA and the Privacy Policy.
Upon request and payment of additional fees as specified by GRL, GRL may arrange source code escrow under a separate tri-party escrow agreement for Enterprise customers with On-Premise deployments exceeding NZD $100,000 in annual license fees. Terms and conditions of escrow, release conditions, and fees shall be separately negotiated.
By using the Software, You acknowledge that You have read this EULA, understand it, and agree to be bound by its terms and conditions.
Graph Research Labs Limited
11a Garnet Road, Westmere
Auckland 1022, New Zealand
NZBN: 94-29050041305
Email: legal@graphresearchlabs.com
Website: https://graphresearchlabs.com
© 2025 Graph Research Labs Limited. All rights reserved.