By using GridIntel’s service, you, individually and on behalf of your employer (collectively, “you” or “Customer”) agree to these terms of Service (this “Agreement”). The Services are defined as your access to one or more of GridIntel’s suite of software tools. This Agreement sets out the terms for your use of the Service and may be modified by GridIntel from time to time. Any modifications shall be effective upon posting updated version to GridIntel’s website.
1.1. Authorized Users: GridIntel may grant access to the Services to individuals designated by Customer from time to time, who will have access to the Services (each an “Authorized User”). The Services are solely for access and use by Authorized Users. To register an Authorized User, Customer must identify to GridIntel in writing any individual to whom Customer requests access to the Services. By registering for access to the Services, each Authorized User will become a party to this Agreement, which will become a contract between each Authorized User and GridIntel. By accessing the Services, you acknowledge that you agree to be bound to the Confidentiality provisions of Section 9. Accordingly, by registering to use the Services through the process in Section 1.2, you and each Authorized User that you register represents and warrants that you and each Authorized User (a) have the right, authority, and capacity to enter into this Agreement and (b) will abide by all of the terms and conditions of this Agreement.
1.2. Password: Customer will be asked to choose a username and a password for each Authorized User. GridIntel may change any username and password for any Authorized User at any time, with notice to Customer following any such change. Each Authorized User’s username and password is considered Confidential Information pursuant to Section 9. Accordingly, each Authorized User must use his or her own username and password and shall not disclose them to anyone else. Customer shall immediately notify GridIntel of any unauthorized disclosure of an Authorized User’s username and/or password. Customer is responsible for (a) each Authorized User’s compliance with this Agreement and (b) any employee of Customer, any person to whom Customer has given access to the Services and any person who gains access to Customer’s Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.
2. INTELLECTUAL PROPERTY
2.1. Intellectual Property and Tools: The Services contain the copyrighted material, trademarks, patents, trade secrets, and other proprietary information (“Intellectual Property”) of GridIntel and its licensors. GridIntel and licensors own and retain all proprietary rights in the Services, including all Tools. “Tools” include functionality provided through the Services that supports Event Monitoring, Alarming, Tracking & Reporting, Asset Management, Incident Response & Diagnosis, and Forensics and any similar functionality, including any improvements, modifications, or derivative works to any of the foregoing.
2.2. Copy, Modify, and Distributing : Except for Intellectual Property which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or otherwise use any such Intellectual Property and the provision of such Intellectual Property to you through the Services does not transfer to you or any third party any rights, title or interest in or to such Intellectual Property, including, without limitation, any intellectual property rights in any content and material included therein. You may not: distribute, sub-license, translate, reverse-engineer, decompile, or disassemble the Services or Intellectual Property or the source code thereof, or attempt to derive the source code thereof in any other way, save and only to the extent any foregoing restriction is prohibited by applicable law; modify the Services or Intellectual Property or merge all, or any part, of the Services or Intellectual Property or the source code thereof into another program; or remove, modify or alter any GridIntel’s Intellectual Property from any part of the Services or Intellectual Property or the source code thereof.
2.3. Results and Deliverables: GridIntel grants you a perpetual, unlimited, worldwide, fully-paid, royalty-free license to use and copy the Output of the Services, and to make any other use of or perform any other act upon the Output that an owner would be entitled to do. “Output” means all information available, reported, downloaded or otherwise compiled from, the Services, including without limitation data, images, and reports generated by or for the Customer.
3. CUSTOMER INFORMATION PROVIDED TO GRIDINTEL
3.1. Customer Property: The Customer will retain all Intellectual Property rights in Customer Intellectual Property that may be provided by Customer to GridIntel (“Customer Property”) under this Agreement.
3.2. Use of Customer Property: GridIntel will not publicly disclose any Customer-specific information but may disclose aggregated and de-identified customer information related to the Services for promotional purposes, such as project summary and high-level outcomes of the Services and use-cases.
3.3. Data Use: You understand and agree that GridIntel may copy, use and modify any information that you provide to GridIntel, including all suggestions supplied by you that relate to the Services (collectively, “Content”) for the sole purposes of providing the Services to you and to improve the quality of GridIntel’s products and services. Furthermore, you hereby agree that GridIntel shall have an unlimited, royalty-free, worldwide and perpetual license to use, copy, distribute, practice and make derivatives works of, under any intellectual property rights you may have, including but not limited to copyrights, trademarks, trade secrets and patents, all suggestions supplied by you to GridIntel. By providing Content to GridIntel, you represent and warrant that you have the right to provide such Content to GridIntel and such Content does not infringe, misappropriate, violate or contravene any laws, regulations or third party rights (including, without limitation, any rights in Intellectual Property).
4.1. Disclaimer: To the extent permitted under applicable laws, the Services are provided “As-is” and as available, with no warranty of any kind, and GridIntel, on behalf of itself and its licensors, expressly disclaims any warranty and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement and GridIntel and licensors do not guarantee and do not promise any specific results from the use of the Services. The Services are intended as a data monitoring tool and Customer’s use of, and reliance upon, the same are Customer’s sole responsibility, with Customer assuming all associated risks.
4.2. Limitations: GridIntel shall have no liability to Customer under this Agreement, it being acknowledged and agreed that GridIntel’s provision of the Services is provided solely for the convenience of Customer. GridIntel has no liability for any loss, damage, theft, or alteration of data or Services. If the foregoing limitation of liability is found to be unenforceable, GridIntel’s liability to Customer for any cause of action arising from its use of the Services or under this Agreement, and regardless of the form of the action, will at all times be limited to the greater of (1) any amount paid by Customer to GridIntel for the Services during the twelve (12) months preceding such cause of action; and (2) Fifty U.S. Dollars (US$50). Except for breach of the restrictions in Section 2 and in relation to the indemnity in Section 8, Customer’s liability to GridIntel for breach of this Agreement shall not exceed the amount paid or agreed to be paid by Customer to GridIntel for the Services during the twelve (12) months preceding such cause of action. Notwithstanding anything to the contrary contained herein, this Agreement shall not limit or exclude either party’s liability for gross negligence or intentional misconduct of a party or its agents or employees, or for death or personal injury. The parties agree that the limitations on and exclusions of liability in this Agreement were freely negotiated and are an integral part of the bargain, in that the Services would not have been available for the same price and under the same terms and conditions had such limitations on and exclusions of liability not been included in this Agreement.
5. SUSPENSION AND TERMINATION OF SERVICE
5.1. By You: If you wish to terminate access to Services, you must send in writing a statement outlining the reason for cancelation and the desired date to terminate Services.
5.2. By GridIntel: GridIntel may limit, suspend, or stop providing Services to you if you fail to comply with these Terms, or if you use the Services in such a way that causes legal liability to us or disrupts others’ use of the Services.
5.3. Content Retention: GridIntel has no obligation to retain your Content upon termination of the applicable Services.
6. DISPUTE RESOLUTION
6.1. This Agreement shall be governed by the laws of the State of Louisiana without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You and GridIntel agree to submit to the exclusive personal jurisdiction of, and agree that venue is proper in, the state and federal courts located in Louisiana in such legal action or proceeding. Notwithstanding the foregoing, GridIntel may seek injunctive or other equitable relief to protect its Intellectual Property rights in any court of competent jurisdiction.
7. ELECTRONIC COMMUNICATIONS
7.1. Communications: The communications between you and GridIntel use electronic means, whether you visit the GridIntel website, send us emails, or whether GridIntel posts notices on the Services or communicates with you via email.
7.2. Use: For contractual purposes, you (a) consent to receive communications from GridIntel in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that GridIntel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
8.1. You agree to indemnify and hold GridIntel, its subsidiaries, affiliates, officers, agents, licensors, and other partners and employees, harmless from, any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. GridIntel will defend or settle, at its expense, any action brought against Customer based upon the claim that the Services, when used in accordance with the Agreement, directly infringe an issued U.S. patent or registered copyright; provided, however, that: (i) Customer notifies GridIntel promptly in writing of any such claim; (ii) Customer does not enter into any settlement related to any claim without GridIntel’s prior written consent; (iii) GridIntel has sole control of any claim and all related settlement negotiations; and (iv) as requested, Customer provides GridIntel with all information and assistance necessary to settle or defend the claim. If the Services become, or may, in the opinion of GridIntel, become the subject of a claim of infringement of any third party intellectual property right, GridIntel may, at its option, and as Customer’s exclusive remedy: (i) procure the right for Customer to use the Services; (ii) replace or modify the Services to make them non-infringing; or (iii) refund any fees paid in advance by Customer for the Services.
9. CONFIDENTIAL INFORMATION
9.1. For the purposes of this Agreement, “Confidential Information” shall mean any and all technical and non-technical information provided by GridIntel in verbal, written, or electronic form, including but not limited to patents and patent applications, trade secrets, and other proprietary information, e.g. ideas, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.
9.2. In addition, each Authorized User’s username and password is Confidential Information.
10. SEVERABILITY AND WAIVER
10.1. Should any term or condition, or any portion hereof, deemed to be invalid or unenforceable under applicable law, these Terms and Conditions shall be considered as divisible as to such provision and the same shall thereafter be inoperative, provided however, the remaining provisions of these Terms and Conditions shall be valid and binding.
10.2. Non-enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement.