Terms of Use

1.Definitions

1.1 "Service" means the Grey Matter Diagnostic™ tool and all of its components, including the assessment interface, question bank, scoring engine, methodology, benchmark data, visualization and reporting components, and any reports, dashboards, exports, or other outputs generated by the tool.

1.2 "User," "you," or "your" means the individual accessing the Service and, if accessing on behalf of an organization, the organization on whose behalf such access takes place. The individual represents that they have authority to bind the organization to these Terms.

1.3 "Output" means the assessment results, scores, callouts, recommendations, dashboards, and reports generated by the Service for a specific organization based on responses provided by the User.

1.4 "Proprietary Materials" means all software, source code, methodology, scoring algorithms, weighting logic, question bank content, response logic, benchmarks, report templates, visual designs, and other components of the Service, exclusive of the User-specific Output.

2.License Grant

2.1 Limited License

Subject to your compliance with these Terms, MSIPH grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for the purpose of:

• Completing one or more assessments for an organization you are authorized to assess;
• Viewing, downloading, and retaining the Output generated for that organization for the organization's internal organizational use; and
• Sharing the Output with the organization's board, leadership team, donors, advisors, and consultants for governance and decision-making purposes.

2.2 Reservation of Rights

All rights not expressly granted in these Terms are reserved by MSIPH. You receive no implied license. Nothing in these Terms grants you any right, title, or interest in or to the Proprietary Materials beyond the limited license described in Section 2.1.

3.Restrictions on Use

3.1 Prohibited Uses

You shall NOT, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, scoring logic, weighting framework, or methodology of the Service;
• Reproduce, copy, distribute, sell, lease, lend, license, sublicense, or otherwise transfer the Service or any of the Proprietary Materials;
• Use the Service or Proprietary Materials to develop a competing product — any competing assessment tool, diagnostic instrument, methodology, scoring framework, or service;
• Extract, harvest, scrape, or collect the question bank, benchmark data, scoring framework, response logic, or methodology elements of the Service for use outside the Service;
• Remove, alter, obscure, or fail to display any copyright, trademark, service mark, trade secret, or other proprietary notice contained in the Service or any Output;
• Use any automated means (including, without limitation, bots, crawlers, scrapers, or scripted access) to access, collect, harvest, or interact with the Service, except as expressly authorized in writing by MSIPH;
• Circumvent, disable, or interfere with any security, authentication, rate-limiting, or access-control measure of the Service;
• Submit responses on behalf of an organization you are not authorized to represent or assess; or
• Use the Service or any Output for any purpose other than the limited use authorized in Section 2.1.

4.Intellectual Property

4.1 Ownership

The Service and all Proprietary Materials are owned by MSIPH and are protected by copyright, trade secret, trademark, and other intellectual property laws of the United States and other jurisdictions. "Grey Matter Diagnostic™," "Grey Matter Thinking™," and any related names, logos, and designs are trademarks of MSIPH.

4.2 Trade Secret Acknowledgment

4.3 Output

The factual results contained in the Output (your organization's specific scores, the specific callouts and recommendations generated based on your responses) are yours to use within your organization in accordance with Section 2.1. The form, structure, methodology, scoring framework, and visual presentation of the Output remain the property of MSIPH. You may not separate or extract these elements from your Output for use outside your authorized purpose.

4.4 Feedback

If you provide MSIPH or Group 1631 with any feedback, suggestions, ideas, or other input regarding the Service ("Feedback"), you grant MSIPH a perpetual, irrevocable, royalty-free, worldwide license to use such Feedback for any purpose, including incorporating it into the Service. You will not be entitled to any compensation for Feedback.

5.Your Data and Information

5.1 Data You Provide

You retain ownership of the data and information you submit through the Service, including your organization's name, financial figures, programmatic information, and other inputs. By submitting such data, you grant MSIPH and Group 1631 a license to process, store, and use such data solely for purposes of generating your Output, improving the Service in aggregate (without identifying your organization), and providing related services to you.

5.2 No Public Disclosure

MSIPH and Group 1631 will not publicly disclose your organization's specific responses, scores, or Output without your written consent, except: (a) as may be required by law or court order; (b) in aggregated and de-identified form for benchmarking purposes that do not identify your organization; or (c) as you specifically authorize in writing.

5.3 Accuracy

You are responsible for the accuracy of the data you submit. MSIPH and Group 1631 do not verify the accuracy of submitted data, and the Output reflects only the data as submitted. The Output is not a substitute for an independent audit, professional consultation, or due diligence.

6.Disclaimers

6.2 Not Professional Advice

The Service and Output are educational and informational tools. The Output does not constitute legal, financial, accounting, tax, fundraising, or other professional advice. You should consult qualified professionals before making decisions based on the Output.

6.3 Benchmark Limitations

Benchmark data used in the Service is sourced from publicly available reports and other sources believed to be reliable. MSIPH does not guarantee the current accuracy of such benchmarks or their applicability to your organization's specific circumstances.

7.Limitation of Liability

7.3 Basis of the Bargain. You acknowledge that the limitations of liability in this Section 7 are an essential part of the bargain between you and MSIPH and Group 1631, and that without such limitations the Service would not be made available to you.

8.Indemnification

8.1 By You. You shall indemnify, defend, and hold harmless MSIPH, Group 1631, and their respective members, managers, officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your misuse of the Service or Output; (c) your unauthorized use of the Proprietary Materials; or (d) your violation of any law or third-party right in connection with your use of the Service.

9.Termination

9.1 Termination by MSIPH. MSIPH may suspend or terminate your access to the Service at any time, with or without notice, if MSIPH determines in its discretion that you have breached these Terms or that suspension or termination is necessary to protect the Service or other Users.

9.2 Effect of Termination. Upon termination, your license to use the Service ends, and you shall cease all use of the Service. You may retain copies of Output generated for your organization solely for the User's authorized internal use, subject to the confidentiality obligations and use restrictions of these Terms, which survive termination.

9.3 Survival. Sections 1, 3, 4, 5.2, 6, 7, 8, 9, 10, and 11 survive termination of these Terms.

10.Governing Law & Disputes

10.1 Governing Law

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles.

10.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Colorado Springs, Colorado, or by remote means as the Parties may agree. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

10.3 Equitable Relief Carve-Out

Notwithstanding Section 10.2, MSIPH may seek injunctive or other equitable relief in any court of competent jurisdiction to enforce its intellectual property rights, protect its trade secrets, or address material breaches of these Terms. Venue for any such action lies exclusively in the state or federal courts located in El Paso County, Colorado, and you consent to personal jurisdiction in such courts.

10.4 No Class Actions

All disputes shall be resolved on an individual basis. You may not bring claims as a plaintiff or class member in a class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

10.5 Time Limit

Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action accrues. Otherwise, the claim is permanently barred.

11.Miscellaneous

11.1 Entire Agreement. These Terms constitute the entire agreement between you and MSIPH (and Group 1631 as third-party beneficiary) with respect to the Service and supersede all prior or contemporaneous oral or written agreements regarding the same subject matter, except for any separate written agreement you have signed with Group 1631 (in which case any conflict shall be resolved in favor of the more specific or more recent written agreement).

11.2 Amendments. MSIPH may modify these Terms at any time by posting the modified Terms on the Service or otherwise providing notice. Continued use of the Service after notice of modification constitutes acceptance of the modified Terms. If you do not agree to modified Terms, you must cease using the Service.

11.3 Assignment. You may not assign these Terms or your rights under them without MSIPH's prior written consent. MSIPH may assign these Terms to any affiliate or successor without your consent.

11.4 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable.

11.5 No Waiver. MSIPH's failure to enforce any provision of these Terms is not a waiver of such provision or its right to enforce it later.

11.6 Third-Party Beneficiary. Group 1631, LLC is a third-party beneficiary of these Terms with the right to enforce them directly against you, including through the dispute resolution mechanisms in Section 10.

11.7 Contact. Questions about these Terms may be directed to Group 1631.