Terms of Service

1. Agreement to Terms

By accessing or using the Gray Reserve website at grayreserve.com (the "Site") or the Gray Reserve platform (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Site or Platform. These Terms constitute a legally binding agreement between you and Gray Reserve, a division of Hellhorse Performance, LLC, a Texas limited liability company ("Gray Reserve," "we," "us," or "our").

2. Service Description

Gray Reserve is a growth infrastructure platform and strategic growth consultancy that provides:

• SaaS platform access for managing growth campaigns, analytics dashboards, reporting, and client collaboration
• Strategic growth services including AI-powered marketing systems, website development, paid media management, and audience augmentation
• Thought leadership content and educational resources

The Site provides information about our services and access to the Platform. Nothing on the Site is an offer to perform services, a quote, or a guarantee of any result. Platform access and paid work are subject to these Terms and, for contracted clients, the Master Services Agreement ("MSA") and the Schedule they sign. Where an MSA exists, the MSA controls over these Terms, over the Site, and over any email, Slack message, proposal, case study, or sales conversation, except where the Schedule expressly modifies a named MSA section.

3. Platform Access

Access to the Platform requires an account created through our authentication provider. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the term of your subscription or engagement. You may not sublicense, resell, or share your Platform access with unauthorized third parties.

We may modify, suspend, or discontinue any part of the Site or Platform at any time, with or without notice, and without liability. Any uptime figure on the Site, including "99.98%" or a "99.9%" target, is a historical or operational description, not a service-level agreement and not a credit, refund, or warranty. Scheduled maintenance will be communicated in advance when practicable. No service credit is owed unless a signed Schedule says so in those words.

4. User Accounts

Certain features of the Site and Platform require you to create an account through our authentication provider, Clerk. When creating an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account. We reserve the right to suspend or terminate accounts at our discretion.

5. Service Delivery

For clients under an MSA, services are only those described in the signed Schedule. We do not promise rankings, revenue, leads, cost-per-lead, return on ad spend, uptime, or any other commercial outcome. Timelines slip when you delay access, approvals, creative, or payment. Subcontractors, AI tools, and third-party platforms may be used. Their use does not expand our liability, and we are not the guarantor of their output, policies, or availability.

6. Intellectual Property

All content on the Site and Platform -- including but not limited to text, graphics, logos, images, articles, data compilations, software, design elements, and code -- is the property of Gray Reserve or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws. The Gray Reserve name, logo, and all related marks are trademarks of Hellhorse Performance LLC.

Platform IP

The Platform, including its source code, algorithms, user interface, documentation, and all improvements thereto, is and remains the exclusive property of Gray Reserve. No rights in the Platform are transferred to you except the limited access right described in Section 3.

Client Deliverables

For contracted clients, ownership and license of deliverables are governed by the MSA, including the rule that nothing transfers until fees then due are paid in full, and that we may reclaim unpaid work. We keep our pre-existing tools, frameworks, templates, prompts, models, and methods. Feedback you give us is ours to use without compensation.

7. User-Generated Content

When you submit content through the Site or Platform -- including contact form submissions, audit requests, comments, uploaded files, or any other materials -- you grant Gray Reserve a worldwide, non-exclusive, royalty-free, perpetual license to use, reproduce, modify, and distribute such content in connection with operating and improving our services. You represent that you own or have the necessary rights to submit such content and that it does not violate any third party's rights.

8. Data Processing

In the course of providing Platform access and services, Gray Reserve processes data on your behalf. Our data handling practices are described in our Privacy Policy. For clients under an MSA, data processing terms may be further defined in a Data Processing Addendum.

You retain ownership of data you upload to the Platform ("Client Data"). We process Client Data to provide the services, to secure the Platform, to comply with law, and to produce aggregated or de-identified statistics that do not identify you. We do not sell Client Data. Export after termination is available for 30 days where the data still exists in an exportable form, and is a courtesy, not a warranty that every log, backup, or third-party copy can be returned. After that window we may delete it. A signed MSA or data-processing addendum controls over this paragraph for contracted clients.

9. Prohibited Conduct

You agree not to engage in any of the following activities:

• Scraping, data mining, or using automated tools to access the Site, Platform, or extract content
• Reverse engineering, decompiling, or disassembling any software or technology used on the Site or Platform
• Conducting competitive analysis, benchmarking, or similar evaluative activities using Site or Platform content
• Interfering with or disrupting the infrastructure, security, or functionality of the Site or Platform
• Attempting to gain unauthorized access to any portion of the Site, Platform, or related systems
• Using the Site or Platform to transmit malware, spam, or other harmful content
• Impersonating any person or entity, or falsely representing your affiliation
• Using the Site or Platform in any manner that could damage, disable, or overburden our infrastructure
• Circumventing any access controls, rate limits, or security measures
• Using the Platform to store or process data that violates applicable law or third-party rights

10. Third-Party Services

The Site and Platform integrate with and may contain links to third-party websites, services, or resources that are not owned or controlled by Gray Reserve. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party sites or services. A list of our subprocessors is maintained in our Privacy Policy. You acknowledge and agree that Gray Reserve is not responsible or liable for any damage or loss caused by or in connection with use of or reliance on any third-party service.

11. Privacy

Your privacy is important to us. Our collection and use of personal information in connection with your access to and use of the Site and Platform is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Site or Platform, you consent to the collection and use of information as described in the Privacy Policy. Our SMS Terms govern text message communications.

12. Disclaimers

THE SITE, THE PLATFORM, THE SERVICES, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, GRAY RESERVE DISCLAIMS EVERY WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. We do not warrant that the Site, Platform, or services will be uninterrupted, error-free, secure, or free of harmful components, or that any error will be corrected. You use the Site at your own risk.

Marketing figures are estimates

Figures on the Site are approximations, not audited facts and not a promise. That includes "$45M+" client revenue influenced, cost-per-lead and ROAS figures, uptime percentages, lead counts, review counts, and case-study multipliers. "Revenue influenced" is an estimate of revenue we believe our work touched while a client was engaged with us. It is not a dollar-accurate total of those clients' revenue, it is not the sum of their books, and it is not claimed as a factual accounting. Client-reported numbers and platform data are incomplete. Results vary. Nothing on the Site is a warranty of future revenue, rankings, leads, or return on spend. A "Verified" or similar label, if it appears, means we prepared the figure internally. It does not mean an auditor certified it. For a contracted client, performance is governed only by the MSA, including its performance and warranty disclaimers, and not by any page on this Site.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRAY RESERVE, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE OR PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE OR PLATFORM; (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE SITE OR PLATFORM.

IF YOU HAVE A SIGNED MSA, GRAY RESERVE'S LIABILITY IS CAPPED BY THAT MSA, INCLUDING THE AGGREGATE CAP EQUAL TO FEES ACTUALLY PAID UNDER THE APPLICABLE SCHEDULE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, THE EXCLUSION OF INDIRECT DAMAGES, AND THE ONE-YEAR CLAIMS PERIOD. THESE TERMS DO NOT INCREASE THAT CAP. IF YOU DO NOT HAVE AN MSA, GRAY RESERVE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND THEY ARE A BASIS OF THE BARGAIN. THEY DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, OR TO YOUR PAYMENT AND INDEMNITY OBLIGATIONS.

14. Indemnification

You will defend, indemnify, and hold harmless Gray Reserve and its members, officers, employees, contractors, and agents from any claim, loss, liability, damage, settlement, penalty, fine, or expense (including reasonable attorneys' fees) arising out of or related to: your use of the Site or Platform; content or data you submit; your products, ads, or business; a phone number, list, or consent you provide that you did not have authority to provide; your breach of these Terms or of any third-party right; or any claim that marketing you approved was false or misleading. We may control the defense of a claim that names us. This indemnity is not capped by Section 13.

15. Termination

We may terminate or suspend your access to the Site or Platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. You may terminate your account at any time by contacting us at access@grayreserve.com.

Upon termination: (a) your right to use the Site and Platform ceases immediately; (b) you may request an export of Client Data within 30 days, after which we may delete it; (c) sections that should survive do survive, including intellectual property, disclaimers, marketing-figure language, indemnity, limitation of liability, the MSA incorporation, and dispute resolution. Termination of Site access does not cancel fees owed under an MSA or Schedule.

16. Force Majeure

Gray Reserve is not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, government action, labor disputes, failures of hosting, cloud, AI-model, or ad platforms, internet outages, and cyberattacks. Our obligations pause for the duration. Your duty to pay fees already earned does not pause because your own business slowed down.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Montgomery County, Texas, and you consent to the personal jurisdiction and venue of such courts.

18. Dispute Resolution

Before filing anything, the parties will try for thirty (30) days to resolve the dispute by direct negotiation. If it is still open, it will be finally resolved by binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, in Montgomery County, Texas. The arbitrator may not award damages these Terms or an applicable MSA exclude. The award is final and may be entered as a judgment. Each party bears its own fees, except a prevailing party may recover fees to the extent a statute allows.

YOU AND GRAY RESERVE EACH WAIVE ANY RIGHT TO A JURY TRIAL, AND EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER A CLASS PROCEEDING. If a class waiver is held unenforceable, the arbitration agreement falls away and the dispute proceeds in court, but the jury waiver stays. Carve-outs that may go to court: injunctive relief for intellectual property, confidentiality, or non-solicitation; small claims within that court's limit; and collection of an undisputed invoice. If you have an MSA, its dispute, jury-waiver, and class-waiver sections control.

19. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect, via email to your registered account or through a prominent notice on the Site. By continuing to access or use our Site or Platform after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Site and Platform.

20. AI-Generated Content Disclosure

The Site and Platform may include content created or edited with artificial intelligence, including Anthropic Claude. AI output can be wrong. It is not professional, legal, financial, or medical advice, and it is not a warranty of accuracy or non-infringement. You are responsible for reviewing anything before you publish it or act on it. Our editorial review, where it happens, does not shift that responsibility to us.

21. Analytics & Cookies

The Site uses Google Analytics 4 (GA4) and Google Ads tracking technologies to collect anonymized usage data and measure the effectiveness of our marketing efforts. These tools use cookies and similar technologies to collect and analyze information about your use of the Site. By using the Site, you acknowledge the use of these tracking technologies. For more information about the data we collect and how we use it, please review our Privacy Policy. You may adjust your browser settings to refuse cookies, though this may affect certain Site functionality.

22. Contact

If you have any questions about these Terms, please contact us:

23. Severability & Entire Agreement

If any provision of these Terms is held invalid, it will be reformed to the minimum extent that makes it enforceable, and the rest stays in force. These Terms, the Privacy Policy, the SMS Terms, and any MSA and Schedule you sign are the agreement for the Site and Platform. They supersede prior proposals, decks, and conversations about use of the Site. They do not supersede a signed MSA. A failure to enforce a term is not a waiver.

24. Live clients and the MSA

If you are a client, you are bound by the Master Services Agreement you incorporated by signing a Schedule, currently the Gray Reserve MSA. The MSA is the liability waiver and the allocation of risk for the engagement. In particular, and without limiting the rest of it: performance is not guaranteed; services and deliverables are provided as-is; our aggregate liability is capped at the fees you actually paid under the applicable Schedule in the three months before the claim; indirect damages, including lost revenue and lost profits, are excluded; claims must be brought within one year; disputes go to individual arbitration in Montgomery County, Texas; you waive a jury trial and class proceedings; we may suspend for non-payment; and unpaid deliverables are not yours to use. A Schedule does not override the MSA unless it names the section and says the parties expressly modify it. Email, Slack, and this website do not amend the MSA. The MSA is between the parties who signed it. It is not a contract with Site visitors who never signed.

25. Effective Date

These Terms of Service are effective as of October 16, 2026. They replace the April 12, 2026 version for use of the Site and Platform from this date forward. A signed MSA keeps the date and version the parties signed.