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Griddable.io Order Agreement

Thank you for using Griddable Inc.’s (“Company” or “we” or “our” or “us”) Griddable.io SaaS software service (the “Platform”). These Terms (“Agreement”) govern your use of the Platform. By using the Platform, you represent and warrant that are you at least 18 years of age and IF YOU ARE ENTERING THIS AGREEMENT FOR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT. If you purchase other services from Company, your use of those purchased services may be governed by a separate agreement. Notwithstanding anything to the contrary in this Agreement, this Agreement will not take effect until both: (a) you have accepted this Agreement; and (b) you have provided Company valid billing information in accordance with Section 9. Our Privacy Policy, at https://griddable.io/privacy-policy (the “Privacy Policy”), describes the collection, use and disclosure of data and information by the Company in connection with the Platform. The Privacy Policy is hereby incorporated into this Agreement, and you hereby agree to the collection, use and disclose practices set forth therein.
  1. How it Works. The Platform is a grid platform that synchronizes data across any topology or database platform on your cloud instance (“Your Cloud”). You install an instance of the Platform on Your Cloud and we don’t have access to your data (“Your Data”). In certain cases, you may choose to install certain of our on-premise components (“On-Premise Components”), which are part of the Platform. You are solely responsible for purchasing and configuring all hardware, software and services that may be necessary or desirable for your use of the Platform.
  2. Certain Representations. You represent, warrant and covenant that, in connection with this Agreement or the Platform, you will not and will not attempt to: (i) violate any laws or third party rights or our policies; (ii) attempt to use the Platform if the Company has terminated this Agreement or your license; (iv) defraud the Company or any third party; or (vi) use another user’s account or license allow another person to use your user account or license. Any illegal activities undertaken in connection with the Platform may be referred to the authorities.
  3. Your Data.
    1. 3.1 You acknowledge that: (i) security is dependent on the provider of Your Cloud (“Your Cloud Provider”) and your local data network (“Your Network”), and we have no access to or control of either of these; (ii) no security measures are 100% effective and (ii) the Platform uses the Internet for data transfer, and Internet communications have inherent insecurities.
    2. 3.2 In connection with Your Data, you agree that you will not use material that is unlawful or violate any third-party rights or any law or agreement to which you or your company is party. You shall: (a) have sole responsibility for Your Data; and (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform.
  4. Ownership; Proprietary Rights. As between you and the Company, the Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Platform and any related materials provided by Company (the “Company Materials”). Except for as allowed under this Agreement, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Company Materials. Additionally, as between the parties, Company shall own all right, title and interest in and to all data generated by the Platform or collected by Company in relating to the operation of the Platform and your use thereof (“Usage Data”).  Usage Data may include, by way of example and not limitation, when and how often you use the Platform and which Platform features are used the most often.  Company will not disclose Usage Data to any third party in a manner that identifies you without your consent other than (i) disclosure to the Company’s third-party contractors and service providers for use on Company’s behalf; or (ii) as may be required by law or legal process. The Company reserves the right to modify or discontinue the Platform or any version(s) thereof at any time in its sole discretion, with or without notice.  As between you and the Company, you own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to Your Data.
  5. Updates. We may provide you with updates and bug fixes to the Platform that we make generally available at no additional charge to our other customers of the Platform versions you purchased (“Updates”). Any Updates provided to you will be considered part of the Platform under this Agreement. You agree to install such Updates for continued use of the Platform within thirty (30) days of their provision to ensure proper operation of the platform. Failure to comply may result in termination of this agreement. Company shall no responsibility for liability arising from your failure to install Updates in accordance with the foregoing
  6. Usage Limitations. You agree to only use the Platform within any limits and restrictions applicable to your use of the Platform, as set forth when you order the Platform (“Usage Limitations”). If you exceed the Usage Limitations, additional fees will be due and/or reasonable restrictions may be placed on your account until any such excess usage is adequately eliminated by you.
  7. Support.  Provided that you timely make all payments due under this Agreement, Company shall provide technical support to you regarding use of the Platform in accordance with our Support Levels at https://griddable.io/support-levels/, which are hereby incorporated into this Agreement.
  8. Fees. For any paid account type, you agree to pay the fees ("Fees") as quoted to you when you purchase that Platform. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Platform (for example, data charges). You will pay the Fees in the currency we quoted at the time of purchase. We reserve the right to change the eligible currencies at any time.

    We reserve the right to change our prices at any time, however, if we have offered a specific duration and Fee for your use of the Platform, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Platform will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Platform and cancel via email to support@griddable.io (with cancellation confirmation from a Company representative). If you cancel, your Platform ends at the end of your current Platform period or payment period, and no refunds for previously paid services will be issued.

    If you do not cancel in accordance with this Agreement, the subscription for the Platform will automatically renew at the then-current price and for the same subscription period. We will invoice you or charge your credit card on file with us (as applicable) on the first day of the renewal of the subscription period.

    Payment processing for the Platform is provided by such third-party payment processor as we may utilize from time to time (“Payment Processor”). Company does not collect or store your credit card information. You can find out more about both our privacy practices in our Privacy Policy.

  9. Billing/Payment.  You must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information or billing details for invoicing).  You authorize us to charge your provided payment method or invoice you for the plan you have selected. We may bill: (a) ishortly after purchase; or (b) on a recurring basis at the time of subscription renewal.  To the extent we have not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your plan and charge you for any renewal term.  You understand that failure to pay any charges or fees may result in the suspension or cancellation of your license. You will be charged at the Company’s then-current fees for the applicable subscription plan, as set forth at https://griddable.io/#get-started from time to time or as otherwise communicated to you by the Company.
  10. Subscription Period. You may elect one of the following subscription plans and billing options:
  11.  
    1. 10.1 A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel. Company reserves the right to limit the number of times a Monthly Subscription Plan can be renewed or number of Monthly Subscription Plans per customer.
    2. 10.2 An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel.  Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, or downgrade the plan you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.
    3. 10.3 If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time.  If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.
     
  12. Prohibited Uses. As a condition of your use of the Platform, you will not use the Platform for any purpose that is unlawful or prohibited by this Agreement. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform. You agree not to use unsupported automated means to access or gather information from the Platform. You agree not to use false or misleading information in connection with your user account and acknowledge that we reserve the right to disable any user account which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).
  13. Your Cloud Provider and Your Network. As referenced in Section 3.1, we have not access to or control over Your Cloud, Your Cloud Provider or Your Network. Issues of availability, uptime, security, storage limits, Your Cloud configuration, connectivity and any other issues except the functioning of the Platform according to its documentation are solely your responsibility or otherwise between you and Your Cloud Provider.
  14. Term; Termination. The term of this Agreement starts on the first day of your subscription period and ends on the last day of your subscription period, unless earlier terminated as follows. You may terminate this Agreement at any time, for any reason or for no reason, subject to Section 10, by contacting us at support@griddable.io. You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Platform, at any time and without notice. The Company may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that the Company shall not be liable to you or any third-party for any such termination. Sections 2, 3, 4, 7, 11, 12, 13, 14, 15, 16 and 17 will survive any termination of this Agreement.  You agree that upon any termination of this Agreement or expiration of your license, you will promptly remove all Company Materials from Your Cloud and Your Network by whatever means instructed by us, in our sole discretion (including through executing uninstall scripts).
  15. Disclaimers; No Warranties. THE PLATFORM AND ANY OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  16. Indemnification. You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Platform, Your Data, Your Network, Your Cloud, breach of this Agreement, failure to timely install Updates or infringement, misappropriation or violation of the intellectual property or other rights (including data rights) of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
  17. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE PLATFORM, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM EXCEED ONE HUNDRED U.S. DOLLARS.
  18. Miscellaneous.  Notwithstanding anything to the contrary, Company is permitted to use your name and logo for the purpose of listing your company as a client of the Company in external communications, marketing materials, and on Company’s website. The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the Company electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Platform shall be filed only in the state or federal courts in California (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.
  19. More Information; Complaints. The Platforms are offered by Griddable Inc., email: info@griddable.io.