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Terms of Service

Questions about this document go to help@gridstrong.ai.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING AND USING THE SERVICE (DEFINED BELOW)

THESE TERMS OF SERVICE, TOGETHER WITH OUR PRIVACY POLICY AND ALL OTHER POLICIES ON OUR WEBSITE(S) AND ANY DOCUMENTS THAT REFER TO THESE TERMS OF SERVICE, SUCH AS OUR THEN-CURRENT PRICE LIST, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE (collectively, the “Agreement”), GOVERN USE OF THE SERVICE UNLESS YOU AND GRIDSTRONG INC. (“GridStrong”, “we”, “us” or “our”) HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SERVICE, IN WHICH CASE ANY TERMS SET FORTH HEREIN NOT EXPLICITLY SUPERSEDED BY SAID AGREEMENT SHALL CONTINUE TO APPLY.

GridStrong is willing to provide the Service to you, on a software-as-a-service basis, only upon the condition that you accept all the terms contained in this Agreement. By signing up, registering or logging in, or by accepting or requesting an account from GridStrong staff, or by accessing or using the Service, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms of this Agreement, then you may not use the Service.

1. Definitions

1.1 “Customer Data” means all data and information input or submitted by you or Authorized Users (defined below) into the Service. “End User Data” means all data and information input or submitted by End Users, which may include employees, contractors or affiliates, authorized by the Customer to access the Service. For the purpose of these Terms, all references to Customer Data shall include End User Data.

1.2 “Intellectual Property Rights” means all current and future rights in patents (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, in each case whether unregistered, registered or comprising an application for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing.

1.3 “Service-Generated Output” means any reports, drawings, images, documentation or other files or data that are generated by or through the Service, or that are provided by or made available by GridStrong to you.

1.4 “Service” or “Services” means GridStrong’s products and offerings, such as our cloud-based software and any and all related tools, the Service-Generated Output where appropriate, and all other materials or services, in each case if and to the extent provided by or made available by GridStrong to you, including under any Subscription Agreement (“SA”) entered into between you and us, including without limitation any Support Services, Deliverables or Additional Support Services and any tools, code, methods, procedures, templates, databases, know-how, electrical engineering subject matter knowledge or any intellectual property of any nature whatsoever used or conceived in the provision thereof, whether pre-existing or developed contemporaneously.

2. Service

2.1 Authorized Users. As permitted by law, you may select individual employees or independent contractors to access and use the Service and you will obtain separate credentials, e.g., accounts, user IDs, and passwords, from GridStrong for each such individual (each, an “Authorized User”). You will at all times be responsible for all actions taken under an Authorized User’s account or using their credentials, regardless of whether such action was taken by an Authorized User or by a third party, and regardless of whether such action was authorized by an Authorized User. You are responsible for the security of each Authorized User’s credentials and will not share (and will cause each Authorized User not to share) such credentials with any other person or entity or otherwise permit any other person or entity to access or use the Service. Your organization is responsible for submitting an account cancellation request by email.

2.2 Provision of Service. Subject to your compliance with the terms and conditions of this Agreement and payment of all Fees (as defined below) due and owing, GridStrong will provide you with the Service, and hereby grants you and your Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, territory-limited (to the United States) right to: (a) access and use the Service solely for your internal business purposes and solely by no more than the number of Authorized Users for which you have paid the applicable fees set forth on GridStrong’s then-current price sheet (“Fees”), and (b) reproduce and distribute to your employees, clients, or prospective clients a reasonable number of copies of any Service-Generated Output relating to such party, provided that you may not, and will cause all such employees, clients, and prospective clients not to, modify, create derivative works of, publicly display or perform, or remove any identifying legend or marking from such Service-Generated Output. GridStrong will process your payment upon submission of your order and will accept your order upon verified payment. GridStrong reserves the right to change our prices and/or our Service at any time prior to accepting your order. You are responsible for paying any applicable taxes, duties or tariffs relating to the Services, except taxes on GridStrong’s income. All payments shall be made in United States Dollars.

2.3 Service Restrictions and Acceptable Use. You shall not attempt to interfere with or disrupt the Service or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Service in compliance with this Agreement). You shall not allow access to or use of the Service by anyone other than Authorized Users. You shall not: (a) copy, modify or distribute any portion of the Service, except as expressly provided for Service-Generated Reports in Section 2.2 above; (b) rent, lease, or provide access to the Service on a time-share, subcontract, service bureau, or any similar sharing basis; (c) transfer any of your rights hereunder; (d) use automated means to access the Service, or gain unauthorized access to the Service or to any account or computer system connected to the Service; (e) restrict or inhibit other users from accessing or using the Service; (f) or access or use the Service for any unlawful purpose or otherwise beyond the scope of the rights granted herein. You may not access or use (or permit a third party to access or use) the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes.

2.4 Acceptable Use Policies. You acknowledge and agree that GridStrong shall not be responsible for the content of any communications or transmissions through the Service. You and your Authorized Users shall use the Service exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You and your Authorized Users shall not use the Service to transmit any bulk unsolicited commercial communications. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers, account profiles, or other access credentials. You acknowledge that the Service is not designed, intended or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance including without limitation the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control systems or weapons control systems, or where failure could lead to death, personal injury or environmental damage. You shall not use, and the above license does not extend to the use of, the Service for such purposes or under such circumstances.

2.5 Data Maintenance and Backup Procedures. You are responsible for backing up all Customer Data. Without limiting the foregoing, in the event of any loss or corruption of Customer Data, GridStrong will use commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by GridStrong’s third party hosted services provider. GridStrong will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. GRIDSTRONG’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 2.5 WILL CONSTITUTE GRIDSTRONG’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE SERVICE.

2.6 Availability; Security. We shall make reasonable efforts to ensure that the Service is available to you. However, access to the Service may be disrupted from time to time due to necessary maintenance, technical issues, network and system overloads or events outside of GridStrong’s control. We will use commercially reasonable efforts to avoid downtime of the Service but assume no liability if the Service or any part thereof is unavailable at any time or for any period. You acknowledge and agree that you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to the Service for any reconstruction of any lost data.

2.7 Changes to the Service. GridStrong reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Service or any portion thereof (including any Content) at any time. You agree that GridStrong will not be liable to you or to any third party for any such change, suspension, or discontinuance.

3. Ownership

As between GridStrong and you, GridStrong owns all worldwide right, title and interest in and to the Service, including all Intellectual Property Rights therein. As between you and GridStrong, you own all worldwide right, title and interest in and to all Customer Data and GridStrong will not obtain any ownership rights or interests in such data except as set forth in this Agreement. You hereby grant and will grant to GridStrong a non-exclusive, royalty-free, fully paid, worldwide, transferable (in whole or in part), sublicensable (through multiple tiers of sublicenses) right and license to: (a) access, display, distribute, and use the Customer Data as is reasonably necessary to provide the Service hereunder for the Term (defined below) and (b) archive and perform analytics on the Customer Data and to distribute, publicly display or perform or otherwise use the results of the same provided such results are in an aggregated form that does not personally identify an individual person, and this license in subsection (b) is irrevocable and perpetual, and (c) to list on our website or in other informational or promotional material your business name (first name and last initial if you are an individual), city, state, country and website address to identify you as an GridStrong customer, and this license in subsection (c) shall be perpetual. To the extent you provide suggestions or feedback to GridStrong about its Service or Service-Generated Output (collectively, “Feedback”), you hereby irrevocably assign and will assign to GridStrong all right, title and interest you may have in and to such Feedback, and to the extent such assignment is not valid or complete, you hereby grant and will grant to GridStrong an exclusive, royalty-free, fully-paid, transferable (in whole or in part), sublicensable (through multiple tiers of sublicenses), worldwide, irrevocable and perpetual license under all Intellectual Property Rights to use and practice such Feedback in any manner, and irrevocably waive and agree to never assert any claim against GridStrong, its directors, officers, shareholders, employees or successors in interest relating to such Feedback.

4. No Warranty; Disclaimer

THE SERVICE (INCLUDING ALL SERVICE-GENERATED OUTPUT) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. GRIDSTRONG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GRIDSTRONG OR ELSEWHERE (INCLUDING WITH RESPECT TO ALL SERVICE-GENERATED OUTPUT) WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. GRIDSTRONG DISCLAIMS ANY WARRANTY THAT THE SERVICE (INCLUDING ANY SERVICE-GENERATED OUTPUT) WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED, THAT THE SERVICE (INCLUDING ANY SERVICE-GENERATED OUTPUT), OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE (INCLUDING ANY SERVICE-GENERATED OUTPUT) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICE (INCLUDING SERVICE-GENERATED OUTPUT) AND FOR CONCLUSIONS DRAWN FROM SUCH USE. GRIDSTRONG WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES CAUSED BY ERRORS OR OMISSIONS IN ANY CUSTOMER DATA PROVIDED TO GRIDSTRONG BY YOU OR ANY RESULTS OR SERVICE-GENERATED OUTPUT PRODUCED BY THE SERVICE BASED UPON CUSTOMER DATA. YOU ACKNOWLEDGE AND AGREE THAT THE RESULTS AND SERVICE-GENERATED OUTPUT PRODUCED BY THE SERVICE BASED UPON THE PROCESSING OF CUSTOMER DATA ARE ESTIMATES ONLY, THAT GRIDSTRONG DOES NOT GUARANTEE THE ACCURACY OF ANY DESIGNS OR PROPOSALS BASED ON THE RESULTS OR SERVICE-GENERATED OUTPUT PRODUCED BY THE SERVICE, AND THAT THE SERVICE SHALL NOT BE DEEMED A SUBSTITUTE FOR DETAILED ENGINEERING ANALYSIS OF ANY GIVEN PROJECT. GRIDSTRONG CANNOT AND WILL NOT BE LIABLE FOR THIRD-PARTY INTRUSIONS INTO OUR SERVICE, DESPITE OUR EFFORTS TO PREVENT THE SAME.

5. Your Obligations

5.1 Cooperation and Assistance. As a condition to GridStrong’s obligations hereunder, you shall at all times: (a) provide GridStrong with good faith cooperation and assistance and make available such information, facilities, personnel and equipment as may be reasonably required by GridStrong in order to provide the Service, including, but not limited to, providing Customer Data, security access, information, and software interfaces to your business applications; (b) (b) maintain appropriate data security safeguards to prevent wrongful disclosure of Confidential Information (defined below); (c) promptly and in not more than 72 hours, notify us of any unauthorized use or disclosure of Confidential Information; and (d) carry out in a timely manner all other of your responsibilities set forth in this Agreement. Your failure to timely provide any information or assistance required by this Section 5.1 may result in our inability to or delay in providing the Service, and we shall not be responsible or liable for any such delay or failure.

5.2 Enforcement. You will ensure that Authorized Users comply with the terms and conditions of this Agreement. You will promptly notify GridStrong of any suspected or alleged breach of this Agreement and will cooperate with GridStrong with respect to: (a) any investigation by GridStrong of any suspected or alleged breach of this Agreement; (b) any unauthorized use or disclosure of Confidential Information; or (c) any action by GridStrong to enforce the terms and conditions of this Agreement. GridStrong may suspend or terminate any Authorized User’s access to the Service without prior notice to you in the event that GridStrong reasonably determines or suspects that: (i) such Authorized User has breached this Agreement or violated the terms and conditions of any other agreement between GridStrong and you or such Authorized User pursuant to which such Authorized User is permitted to access and use the Service; (ii) such Authorized User poses a security threat to GridStrong, the Service, or any other user of the Service. You shall be solely responsible and liable for any violation of the terms and conditions of this Agreement by any Authorized User.

5.3 Injunction. If your use of the Service is, or in GridStrong’s opinion is likely to be, enjoined due to the type of claim specified in Section 6.1, then GridStrong may at its sole option and expense: (a) replace or modify the Service to make it non-infringing and of equivalent functionality; (b) procure for you the right to continue using the Service under the terms of this Agreement; or (c) if (a) or (b) are not commercially practicable, terminate this Agreement and refund to you a pro-rata portion of the fees paid for the remainder of the Term during which you would have had access to the Service.

5.4 Sole Remedy. THIS SECTION 6 STATES THE ENTIRE OBLIGATION OF GRIDSTRONG AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

5.5 Indemnification by You. You shall defend, indemnify and hold harmless GridStrong, its affiliates, and its and their respective officers, directors, shareholders, employees, representatives, agents, and successors in interest (collectively, “GridStrong Indemnitees”), from and against any action, demand, investigation, claim or suit brought against an GridStrong Indemnitee by a third party and all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) suffered or incurred thereby in connection with: (a) any Customer Data; (b) your or an Authorized User’s breach of this Agreement; or (c) your or any Authorized User’s negligence or more culpable conduct; or (d) your or an Authorized User’s use of the Service (other than any claim for which GridStrong is responsible under Section 6.1) including but not limited to claims arising out of your use of the Service or Service-Generated Output.

5.6 Conditions of Indemnification. As a condition to the parties’ respective obligations under this Section 6, the party seeking indemnification (the “Indemnitee”) will: (a) promptly notify the other party (the “Indemnitor”) of the claim for which it is seeking indemnification (provided, however, that the Indemnitor’s obligations under this Section 6 shall continue even if the Indemnitee does not provide the Indemnitor with prompt notice of any such claim so long as such failure does not materially prejudice the Indemnitor); (b) grant the Indemnitor sole control of the defense and settlement of the claim; and (c) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The Indemnitor will not settle any claim that involves a remedy other than payment without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. The Indemnitee has the right to retain counsel, at its expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that the Indemnitee enters into without the Indemnitor’s prior written consent.

6. Confidential Information

6.1 Definition. “Confidential Information” means any business or technical information disclosed by one party to the other party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Customer Data is your Confidential Information, and the Service is GridStrong’s Confidential Information.

6.2 Use and Disclosure Restrictions. A receiving party will not use the disclosing party’s Confidential Information except as necessary for the performance or enforcement of this Agreement, the exercise of any rights under this Agreement or reasonable internal business purposes and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement, the exercise of any rights under this Agreement or to other fiduciaries with a bona fide need to know for a party’s internal business purposes; provided that each such employee, subcontractor and fiduciary is bound by professional or contractual obligations of confidentiality that contain use and disclosure restrictions consistent with the terms set forth in this Section. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 7.3 will remain in effect during the term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement or after the destruction or disposal of the other party’s Confidential Information, whichever is later.

6.3 Exclusions. The obligations and restrictions set forth in Section 7.2 will not apply to any information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information, as demonstrated by contemporaneous written evidence; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.

6.4 Permitted Disclosures. The provisions of this Section 7 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.

7. Limitation of Liability

7.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GRIDSTRONG BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE SERVICE OR THE SERVICE-GENERATED OUTPUT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GRIDSTRONG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

7.2 Total Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, GRIDSTRONG’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO THE LIABILITY HEREUNDER. THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT.

7.3 Basis of Bargain. The parties acknowledge that GridStrong has entered into this Agreement in reliance upon the limitations of liability and the disclaimers of damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

8. Term and Termination

8.1 Agreement Term. This Agreement commences on the earlier of the date you first access or use the Service (“Effective Date”) and will continue until terminated earlier by either party in accordance with the terms of this Agreement (the “Term”), or as specified in any Subscription Agreement.

8.2 Termination for Breach. Either party will have the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof; provided that the cure period for any default with respect to payment shall be five (5) business days from such notice.

8.3 Effect of Termination. Upon the expiration or termination of this Agreement: (a) your and your Authorized Users’ right to access and use the Service will immediately terminate, and you and your Authorized Users will immediately cease all use of the Service; and (b) you will promptly destroy or return to GridStrong all of its Confidential Information in your possession or control. GridStrong may, but is not required to: (i) retain Customer Data after termination or expiration of this Agreement for the purpose of facilitating your reengagement of the Service, to derive anonymized statistics and/or for other internal business purposes related to the Service, to the extent permitted by applicable law and (ii) destroy or otherwise dispose of any Customer Data in its possession.

8.4 Survival. The rights and obligations of GridStrong and you contained in Sections 2.2 (but solely with respect to your payment obligations) 1, 3, 4, 6, 7, 8, 9.3, 9.4, 11, 12, and 13 will survive any termination of this Agreement.

9. Force Majeure

The Service may display, include, or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to third-party websites or services (collectively, “Third Party Materials”). You acknowledge and agree that GridStrong is not responsible for any Third Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. GridStrong does not assume and will not have any liability to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.

10. Insurance

  • Workers Compensation in accordance with the statutory requirements of the governmental entities with jurisdiction over personnel engaged by us who are performing Services and Employer’s Liability insurance with a limit of not less than $1,000,000 each occurrence;
  • Commercial General Liability Insurance with limits of liability in a combined single limit of not less than $1,000,000 each occurrence for bodily injury and property damage claims;
  • Professional Liability insurance with an aggregate limit of not less than $1,000,000 covering us against any and all sums which we may be legally obligated to pay on account of any professional liability arising out of the performance of any Subscription Agreement;
  • Cyber Liability insurance with an aggregate limit of not less than $1,000,000 covering us against any and all sums which we may be legally obligated to pay on account of any cyber liability arising out of the performance of any Subscription Agreement; and
  • Umbrella Excess Liability insurance with a limit of not less than $1,000,000 each occurrence and an aggregate limit of not less than $1,000,000.
  • Except as to Professional Liability and Workers’ Compensation insurance, we agree as to each of the above policies to endorse you with additional insured status upon request.

11. General

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to or application of conflict of laws rules or principles, and you submit to the non-exclusive jurisdiction of the courts located in the County of New Castle, Delaware. The United Nations Convention on Contracts for the International Sale of Goods will not apply. YOU AND WE UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE OFFERINGS (INCLUDING THE CONTENT) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

You acknowledge and agree that all information collected by GridStrong is subject to our Privacy Policy (https://gridstrong.ai/privacy-policy). By using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy. The communications between you and GridStrong via the Service use electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide.

You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without GridStrong’s prior written consent, and any attempt by you to do so, without such consent, will be void. GridStrong may freely assign or transfer this Agreement, in whole or in part, by operation of law or otherwise.

Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed electronic mail, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt or confirmation where noted. All notices or approvals sent to you will be sent to the address set forth in the applicable to such address as may be specified in accordance with this Section.

The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. All such waivers must be in writing. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all prior agreements, proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and GridStrong have executed a separate agreement governing use of the Service. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by GridStrong and will be deemed null. In case of inconsistency among these terms and conditions and any other policy or statement on our website, these terms and conditions shall control.

The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

GridStrong may amend this Agreement at any time in its sole discretion by providing you with thirty (30) days’ notice through the Service (such as a pop-up, banner or the like) or as otherwise specified herein, and the changes shall take effect 30 days after such notice; provided that GridStrong may implement non-material or other ministerial changes without notice by simply posting a revised version at the same location to be effective immediately after such posting.