Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between Griffify Studios LLC, a Virginia limited liability company (“Griffify,” “we,” “us,” or “our”), and the entity or individual (“Customer,” “you,” or “your”) accessing or using the Griffify VDI managed desktop service and associated website at vdi.griffify.com (collectively, the “Service”).

By submitting a questionnaire, executing an Order Form, or accessing the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use or access the Service.

2. Description of Service

Griffify VDI is a fully managed Azure Virtual Desktop (“AVD”) service. Subject to a signed Order Form, Griffify provides:

• Provisioning and management of AVD host pools on Microsoft Azure
• Windows desktop environment configuration and ongoing patching
• Tier-1 support for connectivity and infrastructure issues
• User access management tooling and onboarding assistance
• Security baseline configuration aligned with Microsoft best practices

Features, scope, and service levels are defined in the applicable Order Form. Services described on the website are for informational purposes and do not constitute an offer or commitment.

3. Orders and Billing

3.1 Order Forms

The Service is delivered under a mutually executed Order Form that specifies scope, users, pricing, and initial term. These Terms are incorporated by reference into every Order Form. In the event of a conflict, the Order Form controls.

3.2 Fees and Payment

• Fees are invoiced monthly or as specified in the Order Form.
• Payment is due within thirty (30) days of invoice date.
• Overdue balances accrue interest at 1.5 % per month (or the legal maximum, whichever is lower).
• Griffify reserves the right to suspend access for accounts more than fifteen (15) days past due after written notice.

3.3 Price Changes

Griffify may adjust pricing with at least thirty (30) days’ written notice. Changes apply to new Order Forms or renewal periods and are not retroactive within an active term.

3.4 Taxes

Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, or similar taxes, excluding taxes on Griffify’s net income.

4. Acceptable Use

Customer agrees not to, and will ensure its end users do not:

• Use the Service for any unlawful purpose or in violation of applicable law or regulation
• Transmit malware, ransomware, or any harmful code through the Service
• Attempt to gain unauthorized access to Griffify systems, Microsoft Azure infrastructure, or other customers’ environments
• Resell, sublicense, or otherwise transfer access to the Service without Griffify’s written consent
• Use the Service in a manner that materially degrades performance for other customers
• Circumvent or disable any security, rate-limiting, or access control feature
• Process or store data subject to HIPAA, PCI-DSS, or other regulated data types unless expressly permitted in the Order Form

Griffify reserves the right to suspend access immediately and without prior notice if it reasonably believes a violation poses a security risk to Griffify, its infrastructure, or other customers, with notice provided as soon as practicable.

5. Customer Data

5.1 Ownership

Customer retains all right, title, and interest in and to data Customer or its end users submit, store, or process through the Service (“Customer Data”). Griffify claims no ownership of Customer Data.

5.2 License to Griffify

Customer grants Griffify a limited, non-exclusive license to access, process, and store Customer Data solely to provide the Service and fulfil obligations under the Order Form.

5.3 Data Security

Griffify implements reasonable technical and organizational measures to protect Customer Data consistent with industry-standard practices for managed cloud infrastructure. These measures do not guarantee absolute security.

5.4 Data Return and Deletion

Upon termination, Customer may request export of Customer Data within thirty (30) days. After this window, Griffify will delete Customer Data from active systems within a further thirty (30) days, except where retention is required by law.

6. Third-Party Software and Microsoft Licensing

6.1 Microsoft Technologies

The Service is built on Microsoft Azure and Azure Virtual Desktop. Microsoft’s services are subject to their own terms, acceptable use policies, and SLAs. Griffify passes through applicable Microsoft Azure SLAs but is not responsible for outages, data loss, or changes attributable to Microsoft.

6.2 Customer Software Licensing

Customer is solely responsible for obtaining and maintaining valid licenses for all software deployed within or accessed through the Service, including but not limited to Microsoft 365, Windows per-user licensing, line-of-business applications, and any other third-party software. Griffify may assist with licensing configuration but does not provide licenses unless explicitly stated in the Order Form.

7. Service Availability and Support

7.1 Uptime Target

Griffify targets 99.9 % monthly uptime for Griffify-managed infrastructure components. Uptime calculations exclude: (a) planned maintenance windows communicated with at least 48 hours’ notice; (b) outages caused by Microsoft Azure or other third-party providers; (c) Customer-caused incidents; and (d) force majeure events.

7.2 Support

Tier-1 support is provided via email at sales@griffify.com. Response targets and escalation procedures are defined in the applicable Order Form. Griffify does not guarantee specific response times unless a support tier with committed SLAs is included in the Order Form.

7.3 Maintenance

Griffify may perform scheduled maintenance during off-peak hours. Emergency maintenance may be performed without advance notice when necessary to protect security or service integrity.

8. Intellectual Property

8.1 Griffify IP

All software, tooling, documentation, trademarks, and other intellectual property owned or developed by Griffify (“Griffify IP”) remain the sole property of Griffify. No license to Griffify IP is granted except as necessary to access and use the Service.

8.2 Customer IP

Customer retains all intellectual property rights in Customer Data and Customer’s applications deployed through the Service.

8.3 Feedback

If Customer provides feedback, suggestions, or ideas regarding the Service, Griffify may use such feedback for any purpose without compensation or obligation to Customer.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information (“Confidential Information”). Each party will:

• Use Confidential Information only to exercise rights and fulfil obligations under these Terms
• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care)
• Not disclose Confidential Information to third parties without the disclosing party’s prior written consent, except to employees or contractors with a need to know who are bound by comparable confidentiality obligations

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was rightfully known prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed by law or court order, provided the receiving party gives prompt written notice where permitted.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms and any Order Form.

10.2 Griffify Warranties

Griffify warrants that it will perform the Service in a professional and workmanlike manner consistent with industry standards. Griffify does not warrant that the Service will be uninterrupted, error-free, or free from security vulnerabilities.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE SERVICE IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, GRIFFIFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GRIFFIFY MAKES NO WARRANTY REGARDING MICROSOFT AZURE, MICROSOFT 365, OR ANY THIRD-PARTY SERVICE INCORPORATED INTO THE SERVICE.

11. Limitation of Liability

11.1 Cap on Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER FORM EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations; (c) damages arising from gross negligence or wilful misconduct; or (d) breach of Section 9 (Confidentiality).

11.4 Jurisdictional Limitations

Some jurisdictions do not permit the exclusion or limitation of certain damages. In such jurisdictions, liability is limited to the fullest extent permitted by law.

12. Indemnification

12.1 By Customer

Customer will defend, indemnify, and hold harmless Griffify and its officers, directors, and employees from claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data; (b) Customer’s or its end users’ use of the Service in violation of these Terms; or (c) Customer’s violation of applicable law.

12.2 By Griffify

Griffify will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service, as provided by Griffify and used in accordance with these Terms, infringes a third party’s intellectual property rights. This obligation does not apply if the alleged infringement arises from: (a) Customer modifications; (b) combination with non-Griffify products; or (c) continued use after Griffify provides a non-infringing alternative.

13. Term and Termination

13.1 Term

The initial term is defined in the Order Form. Unless the Order Form specifies otherwise, the agreement automatically renews for successive one-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current period.

13.2 Termination for Cause

Either party may terminate these Terms (and all active Order Forms) for material breach by providing thirty (30) days’ written notice, during which the breaching party may cure the breach. Griffify may terminate immediately for Customer’s violation of Section 4 (Acceptable Use) or non-payment.

13.3 Effect of Termination

Upon termination: (a) Customer’s access to the Service ceases; (b) all outstanding fees become immediately due; (c) each party returns or destroys the other’s Confidential Information; and (d) the data return/deletion process in Section 5.4 begins. Sections 5, 8, 9, 10.3, 11, 12, 14, and 15 survive termination.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles. Any dispute arising under or relating to these Terms shall be subject to the exclusive jurisdiction of the state or federal courts located in Virginia, and each party consents to personal jurisdiction in such courts.

Before initiating legal proceedings, the parties agree to escalate disputes to senior management and attempt good-faith resolution for at least thirty (30) days.

15. General Provisions

• Entire Agreement: These Terms, together with all Order Forms and any attached exhibits, constitute the entire agreement between the parties and supersede all prior negotiations, understandings, and agreements regarding the Service.
• Amendments: These Terms may only be amended in a writing signed by authorized representatives of both parties, or as described in Section 16.
• Severability: If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and all other provisions remain in full force.
• Waiver: Failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment: Customer may not assign these Terms without Griffify’s prior written consent. Griffify may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets, with notice to Customer.
• Force Majeure: Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, acts of government, Internet outages, or Microsoft Azure infrastructure failures.
• Notices: Notices to Griffify must be sent to sales@griffify.com. Griffify will send notices to the contact email provided in the Order Form.

16. Changes to These Terms

Griffify may update these Terms from time to time. For existing customers, material changes will be communicated via email at least thirty (30) days before taking effect. Non-material changes (e.g., formatting, contact information) may be made without notice. Continued use of the Service after the effective date of a change constitutes acceptance.

17. Contact

Questions about these Terms? Contact us at sales@griffify.com or visit vdi.griffify.com.