Terms of Service

Grid365 Inc., its subsidiaries and affiliated companies, including your domain administrator (“Grid365”) offer Grid365 services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Grid365 services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You agree to immediately notify Grid365 of any unauthorized use of your password or account or any other breach of security. Grid365 cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion. You may terminate your account and this Agreement at any time in accordance with Section 7.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) are the sole responsibility of the person from which such Content originated. Grid365 reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via Grid365 services. You understand that by using Grid365 services you may be exposed to Content that is offensive, indecent or objectionable, and that you use Grid365 services at your own risk. For some services, Grid365 provides tools to filter out adult sexual content. In addition, there are commercially available services and software to limit access to material that you may find objectionable.You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using Grid365 services and for any consequences thereof. You agree to use Grid365 services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts Grid365 services or servers or networks connected to Grid365 services.

In addition to this agreement, your use of some specific Grid365 services is governed by the policies or guidelines specific to those services and which are specifically incorporated into this agreement.

You agree to comply with your company’s data usage and privacy policies.

Users outside of the United States agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to and from the United States or your country of residence.

To the Service Offerings. We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.To the APIs. We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time.

By using our Services you provide us with information, files, and folders that you submit to Grid365 (together, “your files”). You retain full ownership to your files. We don’t claim any ownership of any of it. These Terms do not grant us any rights to your files or intellectual property except for the limited rights that are needed to run the Services, as explained below.We may need your permission to do things you ask us to do with your files, for example, hosting your files, or sharing them at your discretion. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services.

To be clear, aside from the rare exceptions we identify in our Privacy Policy, no matter how the Services change, we won’t share your content with others, including law enforcement, for any purpose unless you direct us to. How we collect and use your information generally is also explained in our Privacy Policy.

You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

We may choose to review public content for compliance with our community guidelines, but you acknowledge that Grid365 has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.

Security. Without limiting Section 10 or your obligations under Section 5, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

Data Privacy. We participate in the safe harbor programs described in the Privacy Policy. We will not move Your Content without notifying you, unless there is a possibility of service disruption, required to comply with the law or requests of governmental entities. You consent to our collection, use and disclosure of information associated with the Service Offerings in accordance with our Privacy Policy, and to the processing of Your Content in, and the transfer of Your Content into, Grid365.

For information about our data protection practices, please see our Privacy Policy at http://www.Grid365.com/privacy-policy. By using Grid365 services, you acknowledge and agree that Grid365 may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of Grid365, its users or the public as required or permitted by law.

You understand that the technical processing and transmission of Grid365 services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.

You also understand and agree that your domain administrator may have access to your account and its content, and may suspend or terminate your account access and your ability to modify your account.

Your Content. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:(a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service;

(b) compliance of Your Content with the Acceptable Use Policy, the other Policies, and the law;

(c) any claims relating to Your Content; and

(d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.

Other Security and Backup. Although we may offer daily/weekly backup of your data for some services, in the end, You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. Grid365 log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Service Offerings.

End User Support. You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.

What We Own
All material and services available on the Site, and all material and services provided by or through Grid365, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, source code, databases, software, templates, all informational text, software documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws.  All Grid365 trademarks and service marks, logos, slogans and taglines are the property of Grid365.  All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners.  Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on Grid365 without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.Rights to Use What We Own
Subject to this Agreement, Grid365 hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference provided by Grid365 (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement.  This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement.  You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement.  Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.

As part of the Services, we may provide you a sample website which may be populated with sample content provided by us to illustrate how your final site might look (“Sample Content”).  You agree that you will not make this Sample Content publicly available and that you will remove all Sample Content from your site before permitting any third party users to access or view your site.

License Restrictions
Neither you nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service Offerings (except to the extent software included in the Service Offerings are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings, (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you have used. You may only use the Grid365 Marks in accordance with the Trademark Use Guidelines.

Comments, Suggestions or Feedback
Any questions, comments, suggestions, ideas, feedback, or other information provided by you to us or our partners, affiliates  (“Comments”) are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.

Your Rights & What You Provide to Us
Grid365 claims no ownership or control over any Content submitted, posted or displayed by you on or through Grid365 services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through Grid365 services and you are responsible for protecting those rights, as appropriate. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”).  Grid365 is not responsible for your Content. By submitting, posting or displaying Content on or through Grid365 services which are intended to be available to the members of the public, you grant Grid365 a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on Grid365 services for the purpose of displaying, distributing and promoting Grid365 services and warrant that you have all the rights, power and authority necessary to grant us such license. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to keep a backup copy of your Content separately. Grid365 reserves the right to syndicate Content submitted, posted or displayed by you on or through Grid365 services and use that Content in connection with any service offered by Grid365. Grid365 furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.

Giving Us Access to Other Accounts and Services
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers.  When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.

Your use of any Software provided by Grid365 will be governed by the Terms and any additional terms and conditions of the end user license agreement accompanying such Software. Grid365 Software may automatically report version number or other diagnostic information and may automatically download upgrades to the Software to update, enhance and further develop Grid365 services, including providing bug fixes, patches, enhanced functions, missing plug-ins and new versions.

You agree that Grid365 has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by Grid365 services. You acknowledge that Grid365 may have set no fixed upper limit on the number of transmissions you may send or receive through Grid365 services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.Upon the termination of your use of Grid365 services, including upon receipt of a certificate or other legal document confirming your death, Grid365 will close your account and you will no longer be able to retrieve content contained in that account. Additional terms and conditions may apply depending upon the service you have. Griddrive – See http://www.griddrive.net/terms-of-service/

Grid365 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Grid365 services (or any part thereof) with or without notice. You agree that Grid365 shall not be liable to you or to any third party for any modification, suspension or discontinuance of Grid365 services.

Service Fees
We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the Grid365 Site using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Grid365 Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance, which will take effect upon the renewal of the term. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.You may agree to a monthly, quarterly, bi-annually (6 month), annual (12 month) or twenty-four (24) month contract agreement with Grid365.

b. You can opt to upgrade or downgrade your service agreement to any other contract agreement that Grid365 is currently offering for sale at any time during your contract term.  In the event of a contract downgrade, a discount credit will be issued to your Grid365 account for the difference in the cost of the two contracts over the remainder of your original contract term.  This credit can be applied to future months of service with Grid365, and is in no way transferable to a cash refund.

Gridweb  – Downgrading your account may cause the loss of content, features, or capacity of your account. We do not accept any liability for such loss. Additional fees may be applicable on an upgrade. There will be no refunds on a downgrade for the custom development charge. However the custom development fees paid can be applied towards a downgrade, provided the downgrade is within the term of the contract (1 year).

c. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued via your website manager interface or via Grid365’s support addresses.  Any cancellation issued via your website manager interface must be done at least one (7) days prior to the end of the contract term. Any cancellation not issued via the website manager interface must be done three (15) days prior to the end of the contract term to allow for adequate processing time.

d. Only Services and features clearly indicated as “free” or “no charge” are free or without charge. It is not the responsibility of Grid365 to provide free support for you in the use and operation of Grid365. All other applications, features, functionality and support provided by Grid365 and its partners are provided for the fees described for each service on the Site (“Fees”) and you are liable for such Fees.

e. If you registered for a trial use of the Services (“Trial Period”), you must decide to purchase the Services within the Trial Period in order to retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the Trial Period

If you purchase any Services that we offer for a Fee, you agree to Grid365, or our third party service providers, storing your payment card information.  You expressly agree that we are authorized to charge you (i) a monthly,quarterly, bi-annually, annual Fee chosen during signup, for any applicable Services billed on a monthly basis, (ii) any other Fees for Services you may purchase, and (iii) any applicable taxes in connection with your use of the Services to the payment card you provide and to reimburse us for all collection costs and interest for any overdue amounts.  If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected Fees.

Refunds

Grid365 does not provide any refunds except for Gridweb and Gridweb Lite, only for the ‘Custom Development’ portion of the product and under the following condtions. All refunds will be in the form of a credit to the account, unless there is a material breach by Grid365 and will only apply to the remaining time on the current billing cycle.

Gridweb – Please view the Gridweb product details to see what is included and not included in ‘Custom Development’. Any refund if applicable will only apply to the custom development of the site and only under the following conditions, and only during the development phase. Once launched (Live), there will be no refunds of any kind:

1. If Grid365 failed to deliver the requested changes within 15 days of the request..
2. If during the development Phase, the account is cancelled, then 50% of the amount will be refunded and will go towards the work already completed by Grid365. All contract terms will be binding.

Money Back Guarantee
Some services may beadvertised as including a money back guarantee. To receive a refund under the guarantee you must inform us in writing before the end of the advertised money back guarantee period. If you do not claim a refund of fees during this period then no refund will be due. Money back guarantee is not available in combination with a free trial. If you pay for our services during or at the end of a free trial period then no money back guarantee will be available.

Taxes
All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

Temporary Suspension

Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:

(a) your or an End User’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other Grid365 customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;

(b) you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or

(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:

(a) you remain responsible for all fees and charges you have incurred through the date of suspension or per the terms of the service contract;

(b) you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;

(c) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension; and

(d) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement.

Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement pursuant to Section 11.

Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 7.2.Termination

(a) Termination for Convenience. You may terminate this Agreement for any reason by: (i) providing us notice and (ii) closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30 days advance notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 6.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.

Effect of Termination

(a) Generally. Upon any termination of this Agreement:

(i) all your rights under this Agreement immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;

(iii) you will immediately return or, if instructed by us, destroy all Grid365 Content in your possession; and

(iv) Except ‘Your Content’, all sections will continue to apply in accordance with their terms.

(b) Post-Termination Assistance. Unless we terminate your use of the Service Offerings pursuant to Section 11(b), during the 30 days following termination:

(i) we will not erase any of Your Content as a result of the termination;

(ii) you may retrieve Your Content from the Services only if you have paid any charges for any post-termination use of the Service Offerings and all other amounts due; and

(iii) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers.

Any additional post-termination assistance from us is subject to mutual agreement by you and us.

Some of our Services and Materials may offer you the opportunity to sell or purchase goods and services through sites hosted or designed by Grid365 (such goods and services, “Commerical Products”).  We are merely providing the platform for buyers and sellers to negotiate and complete transactions for these Commercial Products.  When a buyer purchases  Commercial Products, payments will be processed through third party payment service provider.  Buyers of Commerical Products will be provided a notice when entering their payment information directing them to the third party payment service provider’s terms of service and privacy policy.  These payment services are governed solely by the third party provider’s terms of service and privacy policy.  We are not responsible for the actions of these third party service providers.  In addition to the other rules and requirements described in this Agreement, you must follow the rules listed below when offering, selling or purchasing Commercial Products.a. You may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent.  Commerical Products sold using the Services must comply with all applicable laws, including Commercial Products sold to individuals outside of the U.S.  Items identified as “not for distribution within the United States” may not be sold using the Services.

b. You may not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.

c. You may not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.

d. You may not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition.  We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.

e. You may not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.

f. You may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.

Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement.  If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.

YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. GRID365 WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT GRID365 MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.

Either Our Site or Your Site,  may contain links to other web sites owned by third parties (“Third Party Sites”). Please note that when you or any of your end user,  clicks on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Site to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your Grid365 account. Grid365 is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a Grid365 account.You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Service through the Site.  You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service.  In no event shall any reference on the Site to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.

General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Grid365 account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.Process. We will promptly notify you of any claim subject to General  – in Section 15, but our failure to promptly notify you will only affect your obligations under this section to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.

WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

18. EXCLUSIVE REMEDY

19. MODIFICATIONS TO THE AGREEMENT