Terms of Service

These Terms of Service (“Terms of Service”) describe the terms and conditions on which Gridwise (“Gridwise”) offers You access to https://gridwise.io/ or any related website, mobile application (including the App), Gridwise Data (as defined below) or service in or to which these Terms of Service is linked or referenced (collectively, the “Service”). By downloading or using the Service, you (“You” or “Your”) are agreeing to be bound by these Terms of Service.  By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Service, You agree to be bound by the terms and conditions of these Terms of Service.

You represent and acknowledge that You have read, understood, and agree to be bound by these Terms of Service, and that the information You provide in registering for the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms of Service on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Service, in which case the Terms of Service “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms of Service, You must not accept these Terms of Service and may not use the Service.

You acknowledge that these Terms of Service govern Your use of the Service and, except for written addendums signed by the parties that specifically modify these Terms of Service, these Terms of Service supersede any other agreements between You and Gridwise. Gridwise reserves the right to update and change the Terms of Service from time to time without notice. The date on which these Terms were last updated can be found at the end of the Terms. Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute Your consent to such changes. You can review the most current version of the Terms of Service at any time at: https://gridwise.io/termsofservice.

1.               DESCRIPTION OF SERVICE

Gridwise is an intelligence platform which provides gig-driving information, insights, and tools to customers, including ridehail, taxi, and delivery drivers, to help improve efficiency and profits on the road.  As used in these Terms of Service, the term “App” refers to the mobile application owned and operated by Gridwise to deliver gig-driving insights and tools to customers.

The Service may contain links to, or otherwise may allow You to connect to and use certain third party products, services or software under separate Terms of Service and conditions (collectively, “Third-party Services”) in conjunction with the Service. If You decide to access and use such Third-party Services, be advised that Your use is governed solely by the terms and conditions of such Third-party Services, and Gridwise does not endorse, is not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle Your data, including obtaining any consents necessary to display, collect, transmit, or otherwise use, any materials provided or collected by Third-party Services. Gridwise is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Third-party Services, or Your reliance on the privacy practices or other policies of such Third-party Services. By engaging with Third-party Services, You understand, acknowledge, and agree that Gridwise reserves the right to modify which Third-Party Services are offered in conjunction with the Service as well as any associated offers or promotion at any time in its sole discretion.

Now or in the future, the Service may contain features that enable various Third-party Services (such as social media services like Facebook and Twitter) to be directly integrated into Your Gridwise account. To take advantage of these features, You will be required to register for or log into such Third-party Services on their respective websites. By enabling Third-party Services within the Service, You are allowing Gridwise to pass Your log-in information to these Third-party Services for this purpose.

2.               AVAILABILITY OF THE SERVICE

You acknowledge that there may be interruptions in service or events that are beyond Gridwise’s control. While Gridwise uses reasonable efforts to keep the Service accessible, the Service may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of Gridwise’s control, access to the Service may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that will impact Your use of the Service and that are beyond Gridwise’s control to prevent or correct.  Interruptions in the Service that are beyond Gridwise’s control shall not serve as a basis to terminate Your subscription (if applicable) or demand a full or partial refund of any prepaid fees, if any.

Gridwise provides the Service for use only by persons located in the United States. Gridwise makes no claims that the Service or any related content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If You access the Service from outside the United States, You do so on your own initiative and are responsible for compliance with local laws.

3.               INTELLECTUAL PROPERTY RIGHTS

Gridwise shall maintain all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, including rights in and to the Service, Gridwise Marks and Gridwise Data  (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms of Service do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith.  “Gridwise Data” means any data, including without limitation metadata, relating to the use of the Service, such as data schema, specific facts and other similar information collected by Gridwise and made available via the Service.

You own the information You provide Gridwise or input on third-party websites through the Service. You hereby grant Gridwise a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free license and right to Gridwise, its affiliates, and its service providers to use copy, prepare, remove, retain, add, process, analyze and prepare derivative works of the foregoing described information and publish or distribute such derivative works, subject to Gridwise’s confidentiality obligations as set forth in Gridwise’s Privacy Policy.  By providing information to Gridwise or to third parties through the Service, You represent and warrant that You are entitled to and authorized to submit the information, grant the foregoing rights and license to the information, and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.

Gridwise shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use, copy, exploit, modify, archive, store, adapt, translate, create derivative works from, and perform any suggestions, enhancement requests, recommendations or other feedback Gridwise receives from You. Gridwise, and Gridwise’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Gridwise (collectively, “Gridwise Marks”), and You may only use such Gridwise Marks to identify Yourself as a customer and user of the Service; provided You do not attempt, now or in the future, to claim any rights in the Gridwise Marks, degrade the distinctiveness of the Gridwise Marks, or use the Gridwise Marks to disparage or misrepresent Gridwise, its services or products.

All rights, title and interest in and to the Service and its components, including all related Intellectual Property Rights, will remain with and belong exclusively to Gridwise and its third-party vendors. Any use of the Gridwise Marks shall inure to the benefit of Gridwise.

Upon the condition that You comply with all of Your obligations under these Terms of Service, Gridwise grants You a non-exclusive, non-transferable, revocable license to access and use the Service, strictly in accordance with these Terms of Service and subject to all the limitations set forth in these Terms of Service.

4.               SIGNING UP / REGISTRATION

Subject to the terms and conditions of these Terms of Service, You agree to access and use the Service only for Your internal business purposes as contemplated by these Terms of Service. In order to use the Service (other than the publicly available portion of the Gridwise website), You are required to register for Gridwise’s service.

To be eligible to use the Service, You must meet the following criteria and represent and warrant that You: (1) are 18 years of age or older; (2) are not currently restricted from the Service, or not otherwise prohibited from registering with Gridwise or having a Gridwise account, (3) are not a competitor of Gridwise or are not using the Service for reasons that are in competition with Gridwise; (4) have full power and authority to enter into these Terms of Service and doing so will not violate any other agreement to which You are a party; (5) will not violate any rights of Gridwise, including Intellectual Property Rights such as copyright or trademark rights; and (6) agree to provide at Your cost all equipment, software, internet, and data access necessary to use the Service.

5.               USE OF THE SERVICE

THE SERVICE IS NOT INTENDED TO BE USED WHILE YOU ARE DRIVING OR OPERATING A VEHICLE. YOU AGREE TO COMPLY WITH ALL LAWS IN USING THE SERVICE, INCLUDING APPLICABLE STATE AND LOCAL LAWS RELATING TO DISTRACTED DRIVING.

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, copy, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms of Service; (b) use the Service to process data on behalf of any third party; (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Gridwise, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights, infringing any person’s intellectual property rights, sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, or engaging in unlawful behavior in violation of any state’s distracted driving laws; (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any paid features of the Service; (i) unless otherwise explicitly agreed to in writing by Gridwise, use the Service or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the Service; (k) try to use, or use the Service in violation of these Terms of Service.

You are responsible for all information, data, text, messages or other materials transmitted by You via the Service. You are responsible for complying with all applicable laws, including without limitation those laws that address text messaging and/or mobile phone use while driving or otherwise operating a motor vehicle and laws that govern minimum age and experience and consents necessary to provide ridesharing services.  You are responsible for maintaining the confidentiality of Your personal data, such as password and account information.  If Gridwise provides the capability for You to create a user ID and password, You are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person, and that You will not share a single login among multiple people.  You may create separate logins for as many people as Your plan allows. You agree that You will not sell, trade or otherwise transfer Your login or account to another party and that You will not, unless otherwise specifically agreed to in writing by Gridwise, charge anyone for access to any portion of the Service, or any information therein. You agree that You are responsible for anything that happens through Your account until You cancel Your subscription (if applicable) and close Your account or prove that Your account security was compromised due to no fault of Your own.

You are responsible for the software, hardware and Internet service needed to access and use the Service. If You access and use the Service on Your smartphone, tablet or other mobile device (“Mobile Device”), You are solely responsible for any and all data and other fees related to use of the Service through Your Mobile Device, including as set forth in Section 19 (Supplemental Terms and Conditions).

6.               SUBMISSIONS AND USER GENERATED CONTENT

The Service may contain interactive areas that allow users to express their opinions and post information and/or other materials (collectively, “User Generated Content”). Gridwise does not monitor all of the User Generated Content posted or transmitted by users and third party information providers.  Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information from User Generated Content, are those of the third party and not of Gridwise.  Gridwise does not represent or endorse the accuracy or reliability of any User Generated Content displayed, uploaded, or distributed on the Service by any third party. You acknowledge that any reliance upon any such third-party User Generated Content is at Your sole risk.

Gridwise may, in its sole discretion, edit and/or remove any User Generated Content You submit to the Service. Without limiting the generality of the foregoing, Gridwise may edit or remove any User Generated Content You submit to the Service that Gridwise, in its sole discretion, deems abusive, defamatory, obscene, unlawful, or otherwise unacceptable or in violation of these Terms of Service, and You waive any moral rights You may have with respect to changes in the User Generated Content. Gridwise is not responsible for maintaining Your posted User Generated Content and Gridwise may, in Gridwise’s sole discretion, delete or destroy it at any time with no liability or obligation to You.

You are solely responsible for any User Generated Content You submit to the Service. Gridwise shall not be liable for the use or misuse of any information or data, including personal information that is included in any User Generated Content that You submit to the Service.

By submitting User Generated Content to the Service, You hereby grant to Gridwise, its affiliates and related entities and service providers, a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, exploit, modify, archive, store, reproduce, adapt, publish, translate, create derivative works from, distribute, perform and display all such User Generated Content in any form, media, software or technology of any kind now existing or developed in the future. You further grant Gridwise, its affiliates, related entities, licensees and assignees the right to use Your name and any other information about You that You provide in connection with any such use of the User Generated Content. You understand and agree that visitors to the Service may use any User Generated Content You submit to the Service in accordance with these Terms of Service. User Generated Content submitted by You to this Service can be used according to these Terms of Service without compensation or acknowledgement to You.

7.               USER GENERATED CONTENT LIMITATIONS

You agree not to post User Generated Content that: i) contains vulgar, profane, abusive or hateful language, epithets or slurs, text or illustrations in poor taste, inflammatory attacks of a personal, racial or religious nature, or expressions of bigotry, racism, discrimination or hate; or ii) is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, unfair, contains gross exaggeration or unsubstantiated claims, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity; or iii) violates or infringes any right of Gridwise or any third party, including without limitation any privacy, trademark, copyright or other intellectual property right, or will otherwise cause injury to any third party, or iv) discriminates on the grounds of race, religion, national origin, gender, age, marital status, sexual orientation or disability, or refers to such matters in any manner prohibited by law; or v) violates any municipal, state or federal law, rule, regulation or ordinance, or attempts to encourage evasion or violation thereof; or vi) unfairly interferes with any third party’s uninterrupted use and enjoyment of the Service; or vii) advertises, promotes or offers to trade any goods or services, except in areas specifically designated for such purpose; or viii) contains copyrighted or other proprietary material of any kind on the Service without the express permission of the owner of that material; or ix) includes or transmits viruses or other harmful, disruptive or destructive files; or x) disrupts, interferes with, or otherwise harms or violates the security of the Service, system resources, accounts, passwords, servers or networks connected to or accessible through the Service or affiliated or linked sites; or xi) “flames” any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects; or xii) otherwise violates these Terms of Service.

Any User Generated Content posted by You or others will be deemed not to be confidential or secret. You understand that personal and other information (e.g., username, e-mail address, phone number) that You post on the Service is generally accessible to, and may be collected and used by others, and may result in unsolicited messages or other contact from others. To protect Your safety, please use Your best judgment when posting information. Gridwise particularly discourages divulging personal phone numbers and addresses or other information that can be used to identify or locate You.

8.               DATA PRIVACY AND SECURITY

Gridwise shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data.  These safeguards include encryption of Your data in transmission (using SSL or similar technologies), except for external third party integrations that do not support encryption, which You may link to the Service at Your choice.

You agree that Gridwise can access Your account information in order to respond to Your service requests and/or as necessary, in Gridwise’s sole discretion, to provide You with the Service. Gridwise will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the Gridwise Privacy Policy, which is available at https://gridwise.io/privacy (“Privacy Policy”) and is incorporated into these Terms of Service by reference.

The Privacy Policy governs Gridwise’s treatment of any information, including personally identifiable information, You submit to Gridwise. You acknowledge that when You download, install, or use the Service, Gridwise may use automatic means (including, for example, cookies and web beacons) to collect information about Your Mobile Device and about Your use of the Service. You also may be required to provide certain information about Yourself as a condition to downloading, installing, or using the Service or certain of its features or functionality, and the Service may provide You with opportunities to share information about Yourself with others. By downloading, installing, using, and providing information to or through the Service, You consent to all actions taken by Gridwise with respect to Your information in compliance with the Privacy Policy.

9.               CANCELLATION AND TERMINATION

You may cancel Your account with Gridwise at any time; however, unless Gridwise is in breach of these Terms of Service and does not cure said breach within thirty (30) days of receiving written notice from You of an actual breach, identifying specifically the nature of the breach, You are not entitled to any refunds of fees paid (if any). Gridwise may suspend or cancel Your account without notice or refund to You if You violate these Terms of Service. If Your account is cancelled, Gridwise reserves the right to remove Your account information along with any account settings from Gridwise’s servers with NO liability or notice to You. Once Your account information and account settings are removed, You will not be able to recover this data and You will lose access to all of Your content (except that content stored/published to third-party websites, that data will remain on said third-party websites pursuant to those website’s Terms of Service and conditions). If You cancel Your account before the end of Your current paid-up subscription period (if applicable), Your cancellation will take effect immediately and You will not be charged again.

Gridwise reserves the right to (i) modify, update, or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any/all current and future use of the Service, suspend or terminate Your account or any part thereof (or Your use of the Service) if Gridwise believes that You have violated these Terms of Service. Gridwise will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of the Service, and may be referred to law enforcement authorities. Gridwise shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

10.            DISCLAIMER OF WARRANTIES; LIABILITY; INDEMNIFICATION

THE SERVICE, AND ANY GRIDWISE DATA, GRIDWISE MARKS, OR CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND GRIDWISE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

GRIDWISE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

YOU ACKNOWLEDGE THAT GRIDWISE DOES NOT WARRANT THAT INFORMATION OR ADVICE OBTAINED BY YOU FROM GRIDWISE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. GRIDWISE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE SERVICE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. FURTHERMORE, GRIDWISE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. Under no circumstances will Gridwise be responsible for any loss or damage, including, but not limited to personal injury or death, resulting from use of the Service, or any interactions between users of the Service, whether online or offline.

GRIDWISE CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

You agree to indemnify and hold Gridwise and Gridwise’s affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) Your use of the Service; (ii) Your breach or violation of any of these Terms of Service; (iii) Gridwise’s use of Your User Generated Content; or (iv) Your violation of the rights of any third party.

11.            LIMITATION OF LIABILITY

NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS OF SERVICE, OR SUCH PARTY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OF SERVICE OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, GRIDWISE’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS OF SERVICE CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM GRIDWISE’S SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF SERVICE BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THESE TERMS OF SERVICE, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF GRIDWISE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF SERVICE.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, GRIDWISE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12.            ENTIRE AGREEMENT; ASSIGNMENT

These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms of Service. These Terms of Service (i) inure to the benefit of and will be binding upon Gridwise’s and You and Your permitted successors and assigns, respectively and (ii) may be assigned by Gridwise in whole or in part, but You may not assign these Terms of Service, or any part thereof, without the prior express written consent of Gridwise.

13.            SEVERABILITY

If any provision of these Terms of Service, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Service, or the application of such provision under other circumstances, shall remain in full force and effect.

14.            EXPORT CONTROL

Your use of the Service, including Gridwise’s software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any component or element of the Service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving U.S. origin products, including services or software.

15.            RELATIONSHIP; INDEPENDENT CONTRACTOR

Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.

16.            SURVIVAL

Sections 3 (Intellectual Property Rights), 9 (Cancellation and Termination), 10 (Disclaimer of Warranties; Liability; Indemnification), 11 (Limitation of Liability), 12 (Entire Agreement; Assignment), 13 (Severability), 14 (Export Control), 15 (Relationship; Independent Contractor), 16 (Survival), 17 (Governing Law), and 18 (No Waiver) will survive any termination of these Terms of Service.

17.            GOVERNING LAW

The validity, interpretation and performance of these Terms of Service shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws provisions or principles thereof. Any legal suit, action or proceeding arising out of, or related to, these Terms of Services or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in the City of Pittsburgh and County of Allegheny. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

18.            NO WAIVER

Gridwise’s failure to enforce at any time any provision of these Terms of Service does not constitute a waiver of that provision or of any other provision of these Terms of Service.

19.            SUPPLEMENTAL TERMS AND CONDITIONS

These Supplemental Terms and Conditions apply for the App and shall prevail over any conflict or inconsistency with the Terms of Service above. Capitalized terms not otherwise defined below have the meanings provided above.

You can download the App from the Mac App Store. You are responsible for the fee You incur and are charged by a third party (i.e., Third Party), which may change from time to time, in connection with Your download and use of the App.  Gridwise has no obligation to refund any payments made to such third party for Your use of the App as set out in these Terms of Service.

Third Party Requirements. If You downloaded the App from Apple through the App Store or Google through the Google Play Store (each a “Third Party”), then the following terms also apply to You:

(a)            Acknowledgement: You acknowledge that these Terms of Service are between You and Gridwise only, and not with Third Party, and Gridwise, not Third Party, is solely responsible for the App and the content thereof.

(b)            Scope of License: The license granted to You for the App is a limited, non-transferable license to use the App on a product that You own or control and as permitted by the Usage Rules set forth in the terms of service applicable to the Mac App Store.

(c)            Maintenance and Support: Gridwise and not Third Party is solely responsible for providing any maintenance and support services, for which additional fees may apply, with respect to the App. You acknowledge that Third Party has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

(d)            Warranty: Gridwise is solely responsible for any product warranties in the App, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, You may notify Third Party, and Third Party will refund the purchase price for the App to You. To the maximum extent permitted by applicable law, Third Party will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Gridwise’s sole responsibility.

(e)            Product Claims: Gridwise, not Third Party, is responsible for addressing any user or third party claims relating to the App or the user’s possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(f)             Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the App or Your possession and use of the App infringes that third party’s intellectual property rights, Gridwise, not Third Party, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

(g)            Legal Compliance: You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

(h)            Developer Contact Info: Direct any questions, complaints or claims to: Gridwise, support@gridwise.io.

(i)              Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the App.

(j)              Third Party Beneficiary: You acknowledge and agree that Third Party and Third Party’s subsidiaries are third party beneficiaries of these Terms of Service, and that, upon Your acceptance of the terms and conditions of the Terms of Service, Third Party will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service against You as a third party beneficiary thereof.

20.            SUPPLEMENTAL TERMS AND CONDITIONS FOR ARGYLE USE

These Supplemental Terms and Conditions apply when you authenticate your account with Gridwise’s third-party service-provider, Argyle, Inc. (“Argyle”), and shall prevail over any conflict or inconsistency with the Terms of Service above. Capitalized terms not otherwise defined below have the meanings provided above.

Third Party Requirements. If You authenticate your account with Argyle, then the following terms also apply to You:

1. Agency.
   1. By using the Service and authenticating your account, you are electronically retrieving, through Gridwise and our third-party service providers (including Argyle), your account information maintained by third-party data sources with whom you have a contractual relationship (“Your Account Information”), and you expressly authorize and direct Gridwise and Argyle, on your behalf, to take any and all actions necessary to retrieve Your Account Information and integrate it with the Gridwise platform, Services, and App, including but not limited to any anonymization, analysis, and aggregation of such data for ultimate sale to third-parties.
   2. To the extent that Gridwise takes any action in accordance with subsection (a) above, you agree that Gridwise is acting as your agent, and not as the agent of or on behalf of any third-party. You agree that third-party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you.
   3. For purposes of this agreement and any action referred to herein to obtain Your Account Information, you grant Gridwise a limited power of attorney, and appoint Gridwise as your attorney-in-fact and agent, to facilitate receipt of: access to third-party sites, servers, or documents and/or Your Account Information.
2. Representations and Warranties. You represent and warrant that you are a legal owner of, and that you are authorized to provide us and our third-party service providers with, all account information and login credentials necessary to facilitate our retrieval of Your Account Information and your use of the Service.
3. Indemnification. You will defend, indemnify, and hold harmless Gridwise, and its officers, directors, shareholders, employees, and third-party service providers (including Argyle) from all actual or threatened third-party claims, proceedings, or suits arising out of or based on your breach of Section 2 (Representations and Warranties).
4. Data Access Rights and Privacy.
   1. Residents of the European Union, Switzerland, and California have certain rights allowing them to access, correct, or delete Personal Information that we may have collected. To exercise your data access, correction, or deletion rights, please contact us at support@gridwise.io or at the mailing address provided below.
   2. By using the Service and authenticating your account, you agree to be bound by our Privacy Policy and the Privacy Policy of our third-party service provider Argyle, Inc. (available at https://argyle.io/legal/privacy-policy).

21.            COPYRIGHT POLICY

Gridwise takes claims of copyright infringement seriously. Gridwise will respond to notices of alleged copyright infringement that comply with applicable law. If You believe any materials accessible on or from the Service infringe Your copyright, You may request removal of those materials (or access to them) from the Service by submitting written notification to Gridwise’s copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work You believe to have been infringed or, if the claim involves multiple works on the Service, a representative list of such works.
• Identification of the material You believe to be infringing in a sufficiently precise manner to allow Gridwise to locate that material.
• Adequate information by which Gridwise can contact You (including Your name, postal address, telephone number, and, if available, email address).
• A statement that You have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that You are authorized to act on behalf of the copyright owner.

Gridwise’s designated copyright agent to receive DMCA Notices is:

Chief Technology Officer
322 North Shore Drive
Building 1B, Suite 200
Pittsburgh, PA 15212
support@gridwise.io

If You fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, Your DMCA Notice may not be effective. Please be aware that if You knowingly materially misrepresent that material or activity on the Service is infringing Your copyright, You may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If You believe that material You posted on the Service was removed or access to it was disabled by mistake or misidentification, You may file a counter-notification with Gridwise (a “Counter-Notice”) by submitting written notification to Gridwise’s copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which Gridwise can contact You (including Your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by You that You have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that You will consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located (or if You reside outside the United States for any judicial district in which the Service may be found) and that You will accept service from the person (or an agent of that person) who provided the Service with the complaint at issue.

The DMCA allows Gridwise to restore the removed content if the party filing the original DMCA Notice does not file a court action against You within ten business days of receiving the copy of Your Counter-Notice.

Please be aware that if You knowingly materially misrepresent that material or activity on the Service was removed or disabled by mistake or misidentification, You may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

It is the policy of Gridwise to disable and/or terminate the accounts of users who are repeat infringers.

21.            CONTACT

All feedback, comments, requests for technical support and other communications relating to the Service should be directed to: support@gridwise.io.

Updated June 3, 2022