ThermoGrid Terms & Conditions US
IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS AND CONDITIONS CAREFULLY.
The following (the “Agreement”) describes the terms and conditions pursuant to which GridMaster Technologies, Inc., located in Dubuque, Iowa, or its affiliates (“GridMaster Technologies,” “us,” “we,” or “our”) agrees to provide the individual or entity (“You”) access to this software program (the “Software”) hosted at the site specified to You by GridMaster Technologies (the “Site”).
BY CLICKING “I AGREE” OR BY ACCESSING THE SOFTWARE, THE SITE, OR ANY CONTENT FOUND ON THE SITE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT, INCLUDING ANY POLICIES AND GUIDELINES LINKED TO (BY WAY OF PROVIDED URLS) THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD NOT CLICK “I AGREE” OR USE THE SITE OR THE SOFTWARE.
GridMaster Technologies RESERVES THE RIGHT TO MODIFY THIS AGREEMENT FROM TIME TO TIME IN ITS SOLE DISCRETION BY POSTING AN UPDATED VERSION OF THIS AGREEMENT ONLINE. YOUR CONTINUED USE OF THE SOFTWARE FOLLOWING SUCH POSTING CONSTITUTES ACCEPTANCE OF SUCH MODIFICATIONS.
Definitions
Confidential Information:
All information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. GridMaster Technologies’s Confidential Information includes without limitation the Software; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Content:
Material used and/or displayed by You in connection with the Software and the Services, including without limitation, information, artwork, graphics, images, text, software, and data.
Data:
Anonymous data compiled from You and/or other users of the Software and the Services (including without limitation transaction data derived from Your use of the Software and the Services) that does not specifically identify You or any of Your customers.
Documentation:
The print, electronic, or online user instructions, manuals, or other materials regarding the use of the Service provided to You by GridMaster Technologies.
Export Control Laws:
United States export control laws and United States laws governing exports of controlled commodities, software or technology, embargoes, sanctions, and boycotts. Export Control Laws also include all similar applicable laws, statutes, and regulations in countries where You conduct business.
Intellectual Property Rights:
Any U.S., international, or foreign patent or any application therefor, inventions, copyrights, and any other proprietary rights anywhere in the world.
Order Form:
Any quotation, proposal, or transactional document issued by GridMaster Technologies and accepted by You regarding the Software and Services, which shall be deemed incorporated into this Agreement.
Services:
GridMaster Technologies’ hosting of the Software licensed to You hereunder.
Term:
The Initial Term plus any renewals thereof in accordance with this Agreement.
Users:
Individuals authorized by You to use the Software and Services, for whom subscriptions to the Software have been purchased, and who have been supplied user identifications and passwords.
Payments:
Not only are payments to be automatic made for the subscription but also they will be charged in accordance with the contract on file. Refunds are not part of our business practice. If a refund is given for any reason it must be addressed in a timely fashion.
License Grant
GridMaster Technologies hereby grants You a non-exclusive, non-transferable license to access and use the Software for internal business purposes during the Term. GridMaster Technologies shall host the Software and allow You to access and use it according to this Agreement. The Software consists of the application software and any third-party products and services specified on the applicable Order Form.
You agree that Your purchase and use of the Services and the Software license(s) specified on the applicable Order Form are neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by GridMaster Technologies with respect to future functionality or features.
Use of the Software
You are responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement. You shall:
(i) use the Software solely for Your internal business purposes and prevent unauthorized access to, or use of, the Software;
(ii) comply with all applicable local, state, federal, and foreign laws in using the Software.
Restrictions
You shall not:
(i) modify, copy, or create derivative works based on the Software;
(ii) sell, resell, rent, lease, or otherwise commercially exploit the Software or any part of it;
(iii) frame or mirror any content forming part of the Software;
(iv) reverse engineer the Software;
(v) use the Software to build a competitive product or service, or copy any ideas, features, functions, or graphics of the Software.
Intellectual Property Rights and Data Rights
All rights, title, and interest in and to the Software, the Services, and any Confidential Information provided by GridMaster Technologies to You remain exclusively with GridMaster Technologies. Any suggestions, feedback, or data collected from You will be the exclusive property of GridMaster Technologies.
You retain ownership of any of Your Content and data. You hereby grant GridMaster Technologies a non-exclusive, fully transferable, royalty-free worldwide right and license to:
(i) collect Data during the Term solely in an anonymous format;
(ii) aggregate that Data with other users’ data;
(iii) use and sell such aggregated Data to third parties during the Term and after expiration of this Agreement.
Warranties and Disclaimers
GridMaster Technologies PROVIDES THE SOFTWARE AND SERVICES “AS IS” AND “AS AVAILABLE.” GridMaster Technologies MAKES NO WARRANTIES REGARDING THE SOFTWARE OR SERVICES AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE EXTENT ALLOWED BY LAW.
Support and Services
Support and maintenance services are included in Your subscription fees. You are required to pay such fees to continue using the Software and Services. If You fail to pay, GridMaster Technologies may suspend Your access to the Software.
Buyout accounts will have an allotted amount of texts messages and emails that can be used monthly. Customer must keep card on file to cover usage fees that exceed the number of included emails and texts. VoIP and Marketing are not included in buyouts. All accounts must have card on file and be setup for automatic payments.
Limitation of Liability
GridMaster Technologies SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT. GridMaster Technologies’ MAXIMUM CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
Term and Termination
This Agreement becomes effective upon Your acceptance of it and lasts for the duration of the subscription You initially purchase (the “Initial Term”). The Agreement will automatically renew unless either party provides written notice of non-renewal 30 days prior to the end of the then-current term.
GridMaster Technologies may terminate this Agreement immediately upon:
(i) Your breach of this Agreement;
(ii) Your cessation of business;
(iii) Your filing for bankruptcy.
Upon termination, You must cease using the Software and return all copies of Confidential Information to GridMaster Technologies.
Other Terms
This Agreement, including the applicable Order Form(s), constitutes the entire agreement between the parties and supersedes all prior agreements. The Agreement is governed by the laws of the State of Iowa, without regard to conflict of laws provisions. The parties agree that exclusive jurisdiction for any dispute arising under or related to this Agreement shall be with the courts in Iowa.
Survival
The following sections of this Agreement shall survive any termination or expiration of this Agreement: Definitions; Restrictions; Intellectual Property Rights; Confidentiality; Indemnification; Fees; Limitation of Liability; Survival; and Other Terms.
ThermoGrid Terms & Conditions Canada
The terms for Canada follow the same structure and clauses as the US version, with necessary adjustments to reflect the governance by the laws of Dubuque Iowa USA. Specifically:
Governing Law:
This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario, without regard to its conflict of law provisions. The parties agree that exclusive jurisdiction for any dispute arising under or related to this Agreement shall be with the courts of Ontario, and each party consents to the jurisdiction of such court.
Notice Requirements:
Notices must be sent to GridMaster Technologies 20600 Cobblestone Ln Dubuque Iowa 52001. Support@thermogrid.com
Export Control Laws:
Canadian export control laws will be referenced instead of U.S. export control laws in the section dealing with compliance with national and international export regulations.
Buyout accounts will have an allotted amount of texts messages and emails that can be used monthly. Customer must keep card on file to cover usage fees that exceed the number of included emails and texts. VoIP and Marketing are not included in buyouts.