These Terms of Use govern your access to and use of the Grey Matter Diagnostic™, a proprietary organizational assessment tool (the "Tool") operated by Group1631, LLC ("Group1631," "we," "us") under license from Michael Stevens IP Holdings, LLC ("MSIPH"), the Tool's owner. By entering your access code and clicking "Enter," you agree to be bound by these Terms. If you do not agree, do not use the Tool.
1.1 Click-Wrap Agreement. Your act of entering a valid access code and clicking "Enter" constitutes your electronic signature and your affirmative agreement to these Terms of Use. This agreement is legally binding to the same extent as a written, signed contract under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Colorado Uniform Electronic Transactions Act (CUETA), C.R.S. § 24-71.3-101 et seq.
1.2 Acceptance Log. We log your acceptance, including the date and time, the access code used, and your browser information. This log serves as evidence of your agreement to these Terms.
1.3 Authority. If you are completing the Tool on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.
1.4 Updates. We may update these Terms from time to time. Material changes will be reflected in a new version number and effective date. Continued use of the Tool after an updated version is posted constitutes acceptance of the revised Terms.
2.1 Personal, Non-Commercial License. Subject to these Terms, Group1631 grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Tool solely for the purpose of conducting an internal organizational assessment of an organization you are authorized to assess.
2.2 Permitted Sharing of Outputs. You may share your diagnostic report and workbook output with the assessed organization's board, leadership team, donors, and advisors for internal governance and planning purposes.
Section 2.3 added in Version 1.1 to address consultant and multi-client use.
2.3 Consultant and Advisor Use. If you are a consultant, advisor, or third-party assessor completing the Tool on behalf of a client organization, the following additional terms apply:
2.4 No Sublicensing. You may not sublicense, rent, sell, or transfer your rights under this license to any third party.
You agree that you will not:
4.1 Ownership. The Grey Matter Diagnostic™, including its question bank, scoring methodology, benchmark ranges, report templates, source code, and all derivative works, is owned by Michael Stevens IP Holdings, LLC and licensed to Group1631. All rights not expressly granted in these Terms are reserved.
4.2 Trademarks. "Grey Matter Diagnostic" and "Grey Matter Thinking" are trademarks (pending registration) of Michael Stevens IP Holdings, LLC. "Group1631" is a brand operated by Group1631, LLC. You may not use either mark without written permission.
4.3 Trade Secrets. The Tool's methodology, scoring logic, benchmark data, and question architecture constitute trade secrets under the Colorado Uniform Trade Secrets Act (CUTSA), C.R.S. § 7-74-101 et seq., and the Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 et seq. You agree to maintain the confidentiality of this information and not to disclose it to any third party except as expressly permitted in Section 2.
4.4 Notice on Outputs. All printed reports and workbook outputs include a proprietary notice. You agree not to remove or alter this notice.
5.1 Assessment Data. Your assessment inputs are processed in your browser and used to generate your report output. We do not permanently store your individual assessment responses on our servers.
5.2 Aggregated Benchmarking. By using the Tool, you grant Group1631 a non-exclusive, royalty-free license to use your assessment data in aggregated, anonymized form to improve and update the benchmark ranges used in the diagnostic. No individual organization will be identified in this process. This license survives termination of these Terms.
5.3 Acceptance Log. We retain a log of your click-wrap acceptance (date, time, access code, browser information) for legal and compliance purposes. See our Privacy Policy for details.
6.1 As-Is. THE TOOL IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
6.2 No Professional Advice. The Tool and its outputs are provided for informational and strategic planning purposes only. Nothing in the Tool or its outputs constitutes legal, financial, tax, accounting, or other professional advice. You should consult qualified professionals before making significant organizational or financial decisions.
6.3 Benchmark Accuracy. Benchmark ranges reflect data available at the time of the Tool's development. They are not guarantees of any particular organizational outcome.
Section 7.1 amended in Version 1.1: liability floor increased from $100 to $500. Floor will be revisited when subscription pricing is established.
7.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GROUP 1631, LLC'S AND MICHAEL STEVENS IP HOLDINGS, LLC'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TOOL SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID FOR ACCESS TO THE TOOL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500.00).
7.2 Exclusion of Consequential Damages. IN NO EVENT SHALL GROUP1631, LLC OR MICHAEL STEVENS IP HOLDINGS, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Essential Basis. The limitations in this Section 7 reflect a reasonable allocation of risk between the parties and are an essential basis of the bargain between them. Group1631 would not have provided access to the Tool without these limitations.
You agree to indemnify, defend, and hold harmless Group1631, LLC, Michael Stevens IP Holdings, LLC, and their respective members, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Tool; (b) your breach of these Terms; (c) your violation of any applicable law; or (d) any claim by a third party arising from your use or disclosure of Tool outputs.
9.1 Governing Law. These Terms are governed by the laws of the State of Colorado, without regard to its conflict of law principles.
9.2 Jurisdiction. Any dispute arising out of or relating to these Terms or the Tool shall be resolved exclusively in the state or federal courts located in El Paso County, Colorado. You consent to personal jurisdiction in those courts.
9.3 Geographic Scope. This Tool is intended for use by organizations based in the United States. Users outside the United States access the Tool at their own risk and agree that Colorado law governs these Terms and any dispute arising from them, regardless of where the user is located.
9.4 Limitation Period. Any claim arising out of or relating to these Terms must be brought within one (1) year of the date the claim accrues, except that claims for misappropriation of trade secrets shall be governed by the limitation period set forth in the Colorado Uniform Trade Secrets Act, C.R.S. § 7-74-107 (three years from the date the misappropriation was discovered or reasonably should have been discovered), which shall control in the event of any conflict with the one-year period in this Section.
10.1 Entire Agreement. These Terms constitute the entire agreement between you and Group1631 with respect to the Tool and supersede all prior agreements, understandings, and representations.
10.2 Severability. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
10.3 Waiver. Group1631's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
10.4 Assignment. You may not assign your rights or obligations under these Terms without Group1631's prior written consent. Group1631 may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
10.5 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
10.6 Contact. Questions about these Terms may be directed to legal@group1631.com.
10.7 Privacy Policy. Our collection and use of personal data in connection with the Tool is governed by our Privacy Policy, which is incorporated into these Terms by reference.