THE GREP TERMS OF SERVICE (THE "TERMS") GOVERN YOUR USE OF THE SERVICES (AS DEFINED BELOW) AND ARE BY AND BETWEEN VERCEL INC. ("VERCEL", "WE" OR "US") AND YOU. BY SUBMITTING A QUERY TO THE SERVICES OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND ACCEPT ALL OF THESE TERMS. THE DATE ON WHICH YOU FIRST ACCEPT THESE TERMS THROUGH ANY SUCH MEANS IS THE “EFFECTIVE DATE”. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THESE TERMS, IN WHICH CASE “YOU” WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.

PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH VERCEL ON AN INDIVIDUAL BASIS (WAIVING YOUR RIGHT TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. Definitions.

1. "Input" means the search query You provide to the Services, which may consist of code snippets, prompts, or other information.
2. “Output” means the search results that You receive from the Services based on Your Input.
3. "Repository(ies)" means any third-party public repository(ies) and associated code therein.
4. "Services" means the search product known as Grep (available at: https://grep.app/) along with any associated documentation ("Documentation") and associated website(s).
5. "Term" has the meaning given in Section 8 (Term and Termination).

2. License Grant.

Subject to the terms and conditions contained herein, Vercel hereby grants You a non-exclusive, non-transferable, limited license (without the right to sublicense), solely for the Term, to access and use the Services and any Documentation, in each case solely for Your personal or internal business purposes.

3. Permissions and Restrictions.

1. You must be at least 13 years old (or if you are located outside of the United States, the minimum age required in your country to consent, that age) to use the Services. If you are under 18, you must have your parent or legal guardian’s permission to use the Services.
2. You are responsible for: (a) Your compliance with these Terms, (b) any Input that You provide or submit to the Services, and (c) your use of any Output or Repositories.
3. When You use the Services, the Services may provide you with Output. The Output may consist of Repositories or content related to Repositories. Any use of such Output shall be subject to the applicable licenses associated with the Repositories. You acknowledge that Vercel does not own, control, or provide you with the Repositories. You agree to evaluate Output and Repositories for correctness and appropriateness for your use case, including, without limitation, to obtain appropriate licenses associated with any use of the Repositories.
4. You shall not, and shall not permit any third party to:
   1. reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of the technology used to provide the Services, including Vercel’s or any third party’s proprietary software, algorithms, or systems (except to the extent this restriction is prohibited by applicable law);
   2. reproduce, modify, translate or create derivative works of all or any portion of the Services;
   3. export, modify, copy, lease, sell, or distribute the Services or assist any third party to gain access, license, sublicense, resell, distribute, assign, transfer or use the Services;
   4. remove or destroy any proprietary notices contained on or in the Services or any copies thereof;
   5. circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations that Vercel puts on the Services;
   6. introduce software or automated agents or scripts into the Services in order to generate automated searches, requests or queries, or to strip or mine content or data from the Services;
   7. access the Services through automated methods, including any use of robots or other computer code which calls the Services without the prior written permission of Vercel; or
   8. publish or disclose the results of any benchmarking of the Services, or use such results for Your own competing software development activities, without the prior written permission of Vercel.

4. Disclaimer of Warranty.

You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Services and Output is at your sole risk and the entire risk as to satisfactory quality, performance, accuracy, and effort is with You. You acknowledge that although Vercel may continue to develop and improve the Services, Vercel makes no guarantees about how the Services will operate and has no obligation to continue to offer or support the Services. You understand and agree that you are responsible for evaluating the risks of using the Output and all associated Repositories. Vercel makes no representation or warranty that the Output or the associated Repositories will be appropriate or available for Your use. Without limitation, they (i) may not be bug-free, complete, or suitable for Your purposes; (ii) do not necessarily represent Vercel’s views, and (iii) may be subject to terms other than these Terms. YOU AGREE THAT VERCEL AND ITS LICENSORS PROVIDE THE SERVICES AND OUTPUT ON AN "AS IS" AND "WHERE-AS" BASIS. NEITHER VERCEL NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE THE SERVICES, OUTPUT, REPOSITORIES OR THEIR PERFORMANCE, ACCURACY, AVAILABILITY, APPROPRIATENESS FOR YOUR USE, OR THEIR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS (INCLUDING BUT NOT LIMITED TO COPYRIGHT, TRADEMARK, RIGHTS OF PRIVACY AND PUBLICITY, AND DEFAMATION), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND VERCEL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Intellectual Property Rights; Feedback.

1. Vercel Rights. All rights, title and interest in and to the Services and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Vercel or its licensors. Nothing herein shall give or be deemed to give You any right, title or interest in or to the same except as expressly provided in these Terms. Vercel reserves all rights not expressly granted herein.
2. Input Rights. You are responsible for Your Input, including ensuring that it does not violate any applicable law or these Terms. You warrant and represent that you own or otherwise control or have rights to Input as described in these Terms including, without limitation, all the rights necessary for you to provide, post, upload, or submit the Input. You grant Vercel a license to use your Input worldwide to provide, maintain, develop, and improve the Services; comply with applicable law; enforce Vercel’s terms and policies; and prevent fraud and abuse of the Services.
3. Feedback. Reports, and any other materials, information, ideas, concepts, feedback and know-how provided by You to Vercel concerning the Services and any information reported automatically through the Services to Vercel ("Feedback") will be the property of Vercel. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Vercel for Vercel to use and exploit in any manner and for any purpose, including to improve Vercel’s products and services.

6. Limitation of Liability; Allocation of Risk; Indemnity.

1. Limitation of Liability. NEITHER VERCEL NOR ITS LICENSORS SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THE SERVICES OR THESE TERMS, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, EVEN IF VERCEL OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VERCEL’S AGGREGATE OR DIRECT DAMAGES EXCEED ONE THOUSAND DOLLARS ($1000.00). ADDITIONALLY, IN NO EVENT SHALL VERCEL'S LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND.
2. Allocation of Risk. You and Vercel agree that the foregoing Section 6.1 on limitation of liability and the Section 4 above disclaiming warranties fairly allocate the risks in these Terms. You and Vercel further agree that this allocation is an essential element of the basis of the bargain between the parties and that the limitations specified in this Section 6 shall apply notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder.
3. Indemnity. You will defend, indemnify and hold harmless Vercel and its affiliates and third party licensors from and against any claims, losses and expenses (including attorneys’ fees) arising from or relating to Your use of and access to the Services, including, without limitation, (i) Your breach of these Terms and/or applicable law, (ii) Your use of the Output (including any related products or services that You may develop), (iii) the Output itself, the Repositories or Your use thereof and (iv) any claims by a third party or another user of the Services that Your Input violates, infringes or misappropriates their rights (including without limitation, any right of privacy, publicity rights, or other intellectual property rights).

7. Privacy.

Please read Vercel’s Privacy Policy (available at: https://vercel.com/legal/privacy-policy) (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by reference into, and made a part of, these Terms.

8. Term and Termination.

1. Term. These Terms shall commence on the Effective Date and will continue until terminated in accordance with these Terms (the “Term”).
2. Termination or Suspension. You may terminate the Terms by providing notice to Vercel or ceasing to use the Services at any time. These Terms will terminate immediately if You fail to comply with any provision of these Terms. Vercel may also suspend your access to the Services, or terminate your access to the Services (which terminates these Terms) for any or no reason by providing notice to You. Subject to applicable law, Vercel reserves the right to suspend Your access to the Services at any time, including without limitation, for repeated violations of these Terms, suspicion of fraudulent or illegal activity, or if required by law. Vercel may also modify or discontinue any part, or the entirety of, the Services at any time without liability to you, any other user, or any third party.
3. Effect of Termination. Except for Section 2 ("License Grant"), all Sections of these Terms shall survive termination. On termination of the Terms, You must cease using the Services and Vercel may destroy all of Your Input, subject to applicable law.

9. Trade Controls.

The Services are controlled and operated from the United States. Vercel makes no representations that the Services are appropriate for or available in other locations. You must comply with all applicable trade laws, including sanctions and export control laws. The Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom trade dealings are prohibited or restricted under applicable trade laws. The Services may not be used for any end use prohibited by applicable trade laws, and your Input shall not include material or information that requires a government license for release or export.

10. General Provisions.

1. Miscellaneous. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email (if to Vercel, to: legalnotices@vercel.com); the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested (if to Vercel, to: 440 N Barranca Ave #4133, Covina, CA 91723, USA). The failure of either party to enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. You may not assign, transfer or sublicense your rights or obligations under these Terms without the prior written consent of Vercel, but Vercel may assign or transfer its rights or obligations under these Terms, in whole or in part, without restriction. Any attempted assignment or transfer by the parties in contravention of the foregoing shall be null and void. In the event any judicial proceeding, lawsuit or claim is brought by one party against the other party in connection with these Terms, the prevailing party shall be entitled to recover its reasonable fees and costs, including but not limited to attorneys’ fees, expert witness fees, consultant fees, and related costs and expenses. These Terms, including the Privacy Policy, and any other provisions incorporated by reference, constitute the parties’ entire understanding regarding the Services, and supersede any and all other prior or contemporaneous agreements, whether written or oral. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of these Terms shall not be affected thereby.
2. Changes to the Services. Vercel is working to develop and improve the Services. Vercel may update these Terms or the Services from time to time because of, but not limited to, changes to laws or regulatory requirements, security or safety considerations, circumstances beyond Vercel’s reasonable control, changes made in the usual course of developing the Services, or to adapt to new technologies. Vercel will endeavor to give You reasonable notice of any changes to the Services that materially adversely impact you, such as, without limitation, through notifications within the Services. If You do not agree to the changes, You must stop using the Services.
3. Governing Law. The Terms are governed by the laws of the State of California, U.S.A. without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the Terms.
4. Mutual Arbitration Agreement. Certain portions of this Section are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act ("FAA"). You and Vercel expressly agree and intend that this Section satisfies the "writing" requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, "Claims" means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys' fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) the Services or Output, including any and all contents, materials and software related thereto, and/or your use thereof; or (ii) these Terms.
   1. Informal Dispute Resolution. If any Claim arises out of or relates to the Services or Output or the Terms, other than as may be provided herein, then You and Vercel agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Vercel's notice to You will be sent based on the most recent contact information that You provided Vercel. If no such information exists or if such information is not current, Vercel has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, You and Vercel will engage in a dialog to attempt to resolve the Claim, though nothing will require either You or Vercel to resolve the Claim on terms with respect to which You and Vercel, in each of the parties' sole discretion, is not comfortable.
   2. Applicable Law. If You and Vercel cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then You agree that that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable, or whether a claim is subject to arbitration relating to Your use of the Services or Output, will be resolved by binding arbitration, rather than in court. The FAA, not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, You and Vercel agree that California state law or United States federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between You and Vercel regarding the Terms and the Services or Output, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the Terms as a court would. THIS SECTION, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OF THE TERMS OR THE SERVICES.
   3. Arbitration Request. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to Vercel at 440 N Barranca Ave #4133, Covina, CA 91723. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS's rules. The arbitration shall take place in San Francisco, California or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and https://www.jamsadr.com.
   4. Dispute Fees. You and Vercel will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Vercel to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Vercel will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit Vercel to recover attorneys' fees. Vercel will not seek to recover attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
   5. Class Action Waiver. YOU AND VERCEL EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and Vercel each agree that such proceeding shall take solely by means of judicial reference pursuant to California Code of Civil Procedure section 638.
   6. Exceptions. Notwithstanding the agreement to resolve all disputes through arbitration, You or Vercel may bring suit in court to enjoin infringement or other misuse of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not including privacy rights). You or Vercel may also seek relief in small claims court for Claims within the scope of that court's jurisdiction. In the event that the arbitration provisions above are found not to apply to You or to a particular Claim, either as a result of Your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, You agree that the venue for any such Claim or dispute is exclusively that of a state or federal court located in San Francisco County, California. You and Vercel agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Terms or Your use of the Services or Output in the event that the arbitration provisions are found not to apply. In such a case, should Vercel prevail in litigation against You to enforce its rights under the Terms, Vercel shall be entitled to its costs, expenses, and reasonable attorneys' fees (whether incurred at or in preparation for trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Vercel may be entitled.
   7. Restrictions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR VERCEL WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR VERCEL MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. "Commencing" means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by Vercel to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to the Services or Output, intellectual property rights of Vercel, and/or Vercel's provision of the Services or Output.
   8. Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of Your decision to opt-out to: privacy@vercel.com with the subject line "COMPANY ARBITRATION AND CLASS ACTION WAIVER OPT-OUT". The notice must be sent within thirty (30) days of Your first use of the Services, otherwise You shall be bound to arbitrate any disputes in accordance with the Terms providing for binding arbitration. If You opt-out of these arbitration provisions, Vercel also will not be bound by them.