Terms of Service for Grasple

Thank you for using Grasple! This Terms of Service agreement always applies when you use our website or Services. Please read this Terms of Service agreement carefully before accessing or using Grasple. 

The service "Grasple" is offered over the internet in the form of Software-as-a-Service by the company Grasple. The use of Grasple is subject to the terms and conditions below. Using Grasple constitutes acceptance of these Terms of Service.

Deviations from these Terms of Service are possible only by means of written confirmation by Grasple. If any questions arise concerning these Terms of Service, don’t hesitate to contact us per email: support@grasple.com.

Definitions

“Terms of Service” or “Terms” refer to this agreement between Grasple and you. 

“Privacy Policy” refers to our policy regarding our use of your personal data. This policy informs You on how, to what ends, and on which grounds, we use Your data. 

“Grasple,” “We,” and “Us” refer to Grasple, as a registered trade name of I Hate Statistics B.V., a company registered in the Netherlands with a registered address at Kattenburgerstraat 5, 1018JA, Amsterdam, and is registered at the Dutch Chamber of Commerce under number 66873843, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

“User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions.Special terms may apply for Users connected to an Organization. 

“Agreement” refers to an optional additional agreement between Grasple and an Organization. 

An "Account" represents your legal relationship with Grasple. A User Account (which can be a “student Account” or “teacher Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Grasple. An Account can be a member of any number of Organizations.

“Organizations” are shared work spaces, generally a school, school district, or other similar educational institutions,  that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects and courses at once. 

“Personnel” are Users registered as teachers, school leaders, aides, or other similar school personnel

“Owners” are accounts that have the biggest level of administrative control over the Organization. 

The “Service(s)” refer to the applications, software, products, APIs and services provided by Grasple. An “Integrated Service” refers to a third party service through which you register to the Service of Grasple or otherwise associate your Account with, for example Google, Apple or SurfConext.

“Content” refers to Content featured or displayed through the Website, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.

The “Website” refers to Grasple’s website located at Grasple.com, and all Content, services, and products provided by Grasple at or through the Website. It also refers to Grasple-owned subdomains of Grasple.com, such as education.Grasple.com and pages.Grasple.com. These Terms also govern Grasple’s conference websites, such as Graspleuniverse.com, and product websites, such as www.grasple.com. Occasionally, websites owned by Grasple may provide different or additional terms of service. If those additional terms conflict with these Terms of Service, the more specific terms apply to the relevant page or service.

Article 1 - General

1. These Terms of Service are applicable for every offer and Agreement we have with you, unless an Agreement states otherwise.
2. When you accept these Terms of Service on behalf of an Organization, you are assumed to be authorized to do so.
3. We will send you these Terms & Services to you on request. They can also be found on www.grasple.com.
4. If a part of this Terms & Services is null or voidable, it will not alter the legitimacy of the remaining part of the Terms & Services or agreement on which the Terms & Services are applicable. The null or voidable part of the agreement will be replaced by a part which corresponds closely to the voidable part. 
5. When you use the software because your organisation has requested you to do so, we might have an Agreement with your organisation. In case of conflicts between that Agreement and these Terms of Service, the Agreement takes precedence.
   
   

Article 2 - Use of the service

1. To use Grasple, you first need to register. Your Account will be subject to these Terms of Service, most notably article 4 of these Terms. After completing registration, you can directly log into your Account and use the Service. 
2. You must secure access to your Account using the username and password against third parties. In particular you must keep the password strictly confidential. Grasple may assume that all actions undertaken from your Account after logging in with your username and password is authorized and supervised by you. This means you are liable for these actions, unless and until you have notified Grasple that someone else knows your password.
   
   

Articel 3 - Privacy policy

1. Your privacy is important to Grasple. You agree to have read the Grasple Privacy Policy carefully for information relating to Grasple’s collection, use, and disclosure of your personal information. Among other things, our Grasple Privacy Policy explains how we treat your personal information and protect your privacy when you use our Services, and explain the procedures by which Users, and Organization Personnel may view, update, correct, or delete their Account and personal information
   
   

Article 4 - Accounts

1. Grasple’s website and services are not available to:
   1. any users previously suspended or removed from the website by Grasple
   2. any person under the age of thirteen (13)
2. Accounts on Grasple’s service are governed by a few simple rules:
   1. accounts must be created by a human. Accounts registered by "bots" or other automated methods are not permitted.
   2. one person may maintain no more than one free Account
   3. your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid Organization may only provide access to as many User Accounts as your subscription allows.
3. You must provide your real name and a valid, personal and active email address in order to complete the signup process. Any other information requested is optional, unless you are accepting these Terms on behalf of an Organization, in which case more personal information can be needed. For a full understanding on which data we need, and why, consult our Privacy Policy.
4. You are responsible for:
   1. keeping your Account secure while you use our Service.
   2. all Content posted and activity that occurs under your Account (even when Content is posted by others who have Accounts under your Account).
   3. maintaining the security of your Account and password. Grasple is not liable for any loss or damage from your failure to comply with this security obligation.
   4. promptly notifying Grasple if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.
5. Grasple may permit you to register for the Services through an Integrated Service.  By registering for the Services using (or otherwise granting access to) an Integrated Service, you agree that Grasple may access your Integrated Service’s Account information, and may store and use certain information already associated with the Integrated Service consistent with our Privacy Policy, and you agree to any and all terms and conditions of the Integrated Service regarding your use of the Services via the Integrated Service. You may revoke Grasple's access to your Account on any Integrated Service at any time by updating the appropriate Account settings of the respective Integrated Service. You should check your privacy settings on each Integration Service to understand and change the information sent to us through each Integration Service. You agree that you are solely responsible for your interactions with the Integrated Service as a result of accessing the Services through the Integrated Service.  Grasple does not control the practices of Integrated Services, and you are advised to read the Privacy Policy and terms and conditions of any Integrated Service that you use to understand their practices.
   
   

Article 5 - Organizations

1. The Owner of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an Owner can manage User access to the Organization’s data and projects. An Organization may have multiple Owners, but there must be at least one Teacher Account designated as an Owner of an Organization. If you are the Owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.
2. Grasple may make available certain features and tools that permit Personnel to work with students and other Users through the Services in order to provide such students with tutorial, educational and other education-related services as part of the school’s curriculum, and to review and evaluate educational achievement and progress of such students.  If you are Personnel accessing the Services on behalf of an Organisation, the following terms apply to you:
   1. the Services and Website are provided to you for educational purposes as part of the school curriculum. You must use the Services and the Website in compliance with all applicable laws, rules, and regulations. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purpose, any portion of the Services, the Website, Content, or access to the Services or Website, unless explicitly permitted in the license of that particular Content
   2. you and/or the Organization assume sole responsibility for obtaining any consents required from parents or guardians, and for providing appropriate disclosures to Organization Users and their parents regarding the Organization Users' use of the Services, our Terms Of Service, and our Privacy Policy.  You agree to be bound on behalf of the Organization User.
   3. with a paid institution account, you as a Owner and you choose to allow your students to log in on the Services using an Integrated Service, such as SurfConext (to the extent we support use of such Integrated Service), you are responsible for educating your Users on the proper use of Integrated Services and protecting their Accounts.
      
      

Article 6 - Terms of use

1. Your use of the Website and Services must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.
2. You agree that you will follow our Community Guidelines (COMING SOON).
3. In particular it is not permitted to use Grasple for the distribution of files in violation of applicable copyright law.
4. In addition, on Grasple it is forbidden to:
   1. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services Materials;
   2. post, upload, or distribute any defamatory, libelous, or inaccurate User-Generated Content or other Content;
   3. post, upload, or distribute any User-Generated Content or other Content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, promoting of violence, hostility, or discrimination, or otherwise inappropriate;
   4. use the Services in any manner that is harmful to minors, or in any manner that violates Grasple’s Community Guidelines;
   5. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services Accounts of others without permission, create Accounts via bots or other automated means, or perform any other fraudulent activity;
   6. develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy lessons and other data from the Services;
   7. use bots or other automated methods to access the Services;
   8. delete (or otherwise obscure or alter) the copyright or other proprietary rights notices on the Services or on any Licensed Educational Content, Licensed Educational Code, or User-Generated Content;
   9. assert, or authorize, assist, or encourage any third party to assert, against Grasple or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any User-Generated Content you have used, submitted, or otherwise made available on or through the Services;
   10. make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Services (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
   11. use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
   12. defame, harass, bully, abuse, threaten or defraud Users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;
   13. probe, scan, remove, circumvent, disable, damage or otherwise interfere with or test the vulnerability of security-related features of the Services or User-Generated Content, features that prevent or restrict use or copying of any Content accessible through the Services, or features that enforce limitations on the use of the Services or User-Generated Content, or otherwise access, tamper with, or use non-public portions of the Services without our authorization;
   14. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law (in which case you must Contact Grasple to give notice of the proposed activity and discuss alternative means to obtain the desired information from Grasple) notwithstanding this limitation;
   15. modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by Grasple herein or to the extent the foregoing restriction is expressly prohibited by applicable law (in which case you must contact Grasple to give notice of the proposed activity and discuss whether Grasple is willing to provide the desired derivative works); or
   16. intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
5. Should Grasple discover that you violate any of the above, or receive a complaint alleging the same, then Grasple may intervene to end the violation. 
6. If in the opinion of Grasple the continued functioning of the computer systems or network of Grasple or third parties is actually or under threat of being damaged or jeopardized, for example through excessive transmission of e-mail or other data, leaks of personal data or virus activity, Grasple may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.
7. Grasple is at all times entitled to file a criminal complaint for any offenses committed through or using the service.
8. Grasple may recoup from you all damages it suffers as a result of your violation of these terms of use. You agree and hold harmless Grasple from all third-party claims arising out of your violation of these terms of use.
   
   

Article 7 - API Terms of use

1. All use of the Grasple API is subject to these Terms of Service, as well as Grasple’s privacy policy
2.  It is forbidden to:
   1. abuse or excessively frequently request to Grasple via the API
   2. share API tokens to exceed Grasple’s rate limitations
   3. download data or Content from Grasple for spamming purposes, including for the purposes of selling Grasple users' personal information.
3. A breach of these terms may result in the temporary or permanent suspension of your Account and/or IP’s access to the API. Grasple, in our sole discretion, will determine abuse or excessive usage. Grasple will, within reason, attempt to warn you via email prior to suspension.
   
   

Article 8 - Availability and maintenance

1. We will take care of the availability of Grasple during the length of our agreement. Our aim is to provide availability of Grasple 24 hours a day, 7 days a week. We are responsible for the functionality and maintenance of Grasple.
2. We have the right to disable (part of) the platform for maintenance. We will conduct our maintenance outside office-hours (09:00 - 17:00) if possible. When significant impact on the usability of the platform is expected we will announce this maintenance in advance.  We will not send a notification in cases of emergency maintenance.
3. We maintain the right to alter the platform and its characteristics or change, add and remove functionalities within the platform.
4. We don’t guarantee that the platform is without errors and bugs. Please inform us directly whenever the platform malfunctions. You can contact us via support@grasple.com. We will do our best to resolve the issue as soon as possible.
5. Grasple may from time to time adapt changes to the Service. Your feedback and suggestions are welcome but ultimately Grasple decides which adaptations to carry out (or not).
   
   

Article 9 - Intellectual property

1. Grasple and our licensors, vendors, agents, and/or our Content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under these Terms of Service or by law. The look and feel of the Website and Service are part of the intellectual property of Grasple. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without prior written permission of Grasple, except and to the extent permitted by mandatory law.
2. If you send information to Grasple, for example a bug report or suggestion for improvement, you grant Grasple a perpetual and unlimited license to use this information for the service. This does not apply to information you expressly mark as confidential.
3. Grasple shall refrain from accessing data you store or transfer using Grasple, unless this is necessary for a good provision of the service or Grasple is forced to do so by law or order of competent authority. In these cases Grasple shall use its best efforts to limit access to the information as much as possible.More information regarding our use of your personal data is available at our privacy policy.
   
   

Article 10 - User-Generated Content

1. You may create or upload User-Generated Content while using the Service. You are solely responsible for the Content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.
2. We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws or Grasple terms or policies.
3. You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that:
   1. you are responsible for that Content
   2. you will only submit Content that you have the right to post.
   3. you will fully comply with any third party licenses relating to Content you post.
4. Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Grasple Users — certain legal permissions, listed in this article. These license grants apply to Your Content. If you upload Content that already comes with a license granting Grasple the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in this article. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have copied it or the license applied to your Content allows us to keep the content (for example a Create Commons license).
5. We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.
6. This license does not grant Grasple the right to sell Your Content. It also does not grant Grasple the right to otherwise distribute or use Your Content outside of our provision of the Service, except that as part of the right to archive Your Content, Grasple may permit our partners to store and archive Your Content in public repositories.
7. Any User-Generated Content you post publicly, including issues, comments, and contributions to other Users' repositories, may be viewed by others. By setting your repositories to be viewed publicly, you agree to allow others to view and copy your repositories (this means that others may make their own copies of Content from your repositories in repositories they control).
8. If you set your pages and repositories to be viewed publicly, you grant each User of Grasple a nonexclusive, worldwide license to use, display, and perform Your Content through the Grasple Service and to reproduce Your Content solely on Grasple as permitted through Grasple's functionality (for example, through copying). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Grasple Users.
9. If you set your repository to “private” (the default setting) this means that Content is by default not shared publicly. In private repositories, Users with the relevant rights access that Content and possibly grant permissions for others to access that content depending on their access rights. You grant Grasple permission to view, display and when necessary change or remove Content in order to facilitate this use.
10. Whenever you add a license to Content, you agree that you have the right to license that Content under those terms.
11. You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in this article, but not otherwise.
12. If you are using Grasple with a free, non-paid Account, you understand and agree that your Content will automatically be published under a CC-BY-SA license. You can change this to CC-BY or CC-0.
13. The creator of Content posted by a free, non-paid Account, will be informed prior to this Content being published publicly under the aforementioned licences. 
    
    

Article 11 - Copyright Infringement

1. If you believe that Content on our website violates your copyright, please contact us by emailing support@grasple.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
   
   

Article 12 - Compensation for the service

1. Grasple is free for individual Users.
2. If you are using a free, non-paid Account you understand and accept that a selection of features will not be accessible to you and that Grasple at its sole discretion can change the selection of features at any time. 
3. Grasple may grant a free, non-paid Account, extra features, as well as take those extra features away at its sole discretion. 
4. For Organizations that are interested in a paid Subscription, contact us at hello@grasple.com
   
   

Article 13 - Limitation of liability

1. Except in case of intentional misconduct or gross negligence, Grasple shall not be liable for the use of the service or any damages in connection therewith. 
2. Grasple is not liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:
   1. the use, disclosure, or display of your User-Generated Content;
   2. your use or inability to use the Service;
   3. any modification, price change, suspension or discontinuance of the Service;
   4. the Service generally or the software or systems that make the Service available;
   5. unauthorized access to or alterations of your transmissions or data;
   6. statements or conduct of any third party on the Service;
   7. any other User Interactions that you input or receive through your use of the Service;
   8. or any other matter relating to the Service.
3. Damages may only be claimed if reported in writing to Grasple at most two months after discovery.
4. In case of force majeure Grasple is never required to compensate damages suffered by you. Force majeure includes among others disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, company disruptions, interruptions in supply, fires and floods.
   
   

Article 14 - Release and Indemnification

1. If you have a dispute with one or more Users, you agree to release Grasple from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
2. You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of these Terms, provided that Grasple:
   1. promptly gives you written notice of the claim, demand, suit or proceeding.
   2. gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Grasple.
      
      

Article 15 - Term and termination

1. These Terms shall remain in full force and effect while you use the Services unless your Account is terminated as provided in these Terms, in which case you no longer have the right to use the Services.
2. All provisions of these Terms of Services which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
3. Grasple, in its sole discretion, for any or no reason, and without penalty, may:
   1. restrict, suspend or terminate: (i) any Account (or any part thereof) you may have with Grasple or (ii) your use of the Services, and
   2. remove and discard all or any part of your Account, User profile, and User-Generated Content, at any time.
4. Grasple may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice.  You agree that any termination of your access to the Services or any Account you may have, or portion thereof, may be affected without prior notice, and you agree that Grasple will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Grasple may have at law or in equity. As discussed herein, Grasple does not permit copyright, trademarks, or other intellectual property infringing activities on the Services, and will terminate access to the Services, and remove all User-Generated Content or other Content submitted, by any Users who are found to be repeat infringers.
5. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Grasple in operating the Services, or (v) any Content or information transmitted through the Services, is to terminate the Terms and your Account.  You may terminate these Terms at any time (prospectively only) by deleting your login Account with the Services and discontinuing use of any and all parts of the Services.
6. Certain Users (e.g., Personnel) may terminate these Terms with respect to their Account or to a Child or Student User Account that was created by them or at their direction, as provided in this Section. Personnel may terminate use of the Services individually and/or with respect to Organization Accounts created by such Personnel at any time by contacting us, provided, however, that an Organization may require satisfaction of certain requirements before Personnel can terminate Accounts created for organizational use.
   
   

Article 16 - Change to terms

1. Grasple may change or add to these terms and conditions.
2. When adding to or changing our Terms of Service, Grasple will send you the new Terms of Service on the email address that is used during the registration, stating that the changes will take effect within no less than three days, unless these changes or additions have no consequences for our users. 
3. Use of Grasple after the date of effect shall constitute your acceptance of the changed or added-to terms and conditions.
   
   

Article 17 - Communication with Grasple

1. For contractual purposes, you:
   1. consent to receive communications from us in an electronic form via the email address you have submitted or via the Service;
   2. agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper.
2. Communications made through Grasple Support's messaging system will not constitute legal notice to Grasple or any of its officers, employees, agents or representatives in any situation where notice to Grasple is required by contract or any law or regulation. Legal notice to Grasple must be in writing and sent to legal@grasple.com
3. For a free, non-paid Account, including Teacher Accounts, Grasple in general offers support via the email and in Service communications.
   
   

Article 18 - Responsible disclosure policy

1. At Grasple, we consider the security of our systems a top priority. Therefore, if you discover a vulnerability while using Grasple, we do encourage you to let us know about it such that we can take steps to address it as quickly as possible. Please follow our policy when reporting any issues. Find our responsible disclosure policy here.
   
   

Article 19 - Miscellaneous provision

1. Dutch law applies to this agreement.
2. Except to the extent determined otherwise by mandatory applicable law, all disputes arising in connection with Grasple shall be brought before the competent Dutch court for the principal place of business of Grasple.
3. For any clause in these terms and conditions that demand that a statement must be done "in writing" to be legally valid, a statement by e-mail or communication through the Grasple service shall be sufficient provided it is sent to legal@grasple.com, with sufficient certainty that the authenticity of the sender can be established and the integrity of the statement has not been compromised.
4. The version of any communication of information as recorded by Grasple shall be deemed to be authentic, unless you supply proof to the contrary.
5. In case any part of these Terms are declared legally invalid, this shall not affect the validity of the whole of the Terms of Service. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.
6. Grasple is entitled to transfer its rights and obligations under this agreement to a third party as part of an acquisition of Grasple or the associated business activities.