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 Hellhorse Performance LLC d/b/a Gray Reserve ("Gray Reserve," "we," "us," or "our"), a Texas limited liability company.

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. Platform access is subject to these Terms and, for contracted clients, a separate Master Services Agreement ("MSA"). Where an MSA exists, its terms prevail over these Terms to the extent of any conflict.

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 reserve the right to modify, suspend, or discontinue any part of the Platform at any time with reasonable notice. We target 99.9% uptime but do not guarantee uninterrupted service. Scheduled maintenance windows will be communicated in advance when practicable.

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, Gray Reserve will deliver services as described in the applicable Statement of Work or engagement terms. We commit to performing services with reasonable care and skill consistent with generally accepted industry practices. Specific deliverables, timelines, and acceptance criteria are defined in the MSA.

Gray Reserve may use subcontractors, AI-powered tools, and third-party service providers to deliver services, provided we remain responsible for the quality and compliance of all deliverables.

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 of deliverables is governed by the applicable MSA. Unless otherwise specified in writing, client-specific deliverables (such as custom websites, campaign assets, and analytics configurations) are assigned to the client upon full payment, while Gray Reserve retains ownership of underlying tools, frameworks, templates, and methodologies used to create those deliverables.

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 all data you upload to or create within the Platform ("Client Data"). We process Client Data solely to provide the services and do not use it for independent purposes. Upon termination, you may export your Client Data for a period of 60 days, after which it will be permanently deleted in accordance with our retention policy.

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 AND PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRAY RESERVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Gray Reserve does not warrant that the Site or Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Any content or information obtained through the Site or Platform is accessed at your own risk.

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.

IN NO EVENT SHALL GRAY RESERVE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY YOU TO GRAY RESERVE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (II) ONE HUNDRED DOLLARS ($100). Liability related to contracted services under an MSA is governed by the applicable MSA.

14. Indemnification

You agree to defend, indemnify, and hold harmless Gray Reserve and its officers, directors, members, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of the Site or Platform, any content you submit, your use of any content or information obtained from the Site or Platform, or your violation of any third party's rights.

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 will immediately cease; (b) you may export your Client Data within 60 days (after which it will be permanently deleted); (c) all provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution.

16. Force Majeure

Gray Reserve shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, failures of third-party hosting or cloud providers, internet or telecommunications failures, cyberattacks, or government actions. In such events, the affected party's obligations shall be suspended for the duration of the force majeure event.

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

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute remains unresolved, it shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Montgomery County, Texas. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs of arbitration. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

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 contain content that has been created or augmented with the assistance of artificial intelligence technologies, including but not limited to Anthropic Claude. While we strive to ensure all content is accurate, well-researched, and reviewed by qualified professionals, AI-assisted content is provided for informational purposes only and should not be considered as professional advice. Gray Reserve maintains editorial oversight of all published content regardless of its method of creation. AI-generated outputs within the Platform are tools to assist your decision-making, not replacements for professional judgment.

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 to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. These Terms, together with the Privacy Policy, SMS Terms, and any applicable MSA or other legal notices published by Gray Reserve on the Site, constitute the entire agreement between you and Gray Reserve concerning your use of the Site and Platform and supersede all prior agreements between you and Gray Reserve relating to your use of the Site and Platform.

24. Effective Date

These Terms of Service are effective as of April 12, 2026.