Terms of Service

1. Your Agreement with Coditate Software

1.1. Your use of the GridRoom service (the “Service”) is governed by this agreement (the “Terms”). “Coditate” means Coditate Software, located in John's Creek, GA; and its subsidiaries or affiliates involved in providing the Service.

1.2. In order to use the Service, you must first agree to the Terms. You understand and agree that Coditate will treat your use of the Service as acceptance of the Terms from that point onwards.

1.3. You may not use the Service if you are a person barred from receiving the Service under the laws of the United States or other countries including the country in which you are resident or from which you use the Service. You affirm that you are over the age of 13, as the Service is not intended for children under 13.

2. Your Account and Use of the Service

2.1. You must provide accurate and complete registration information any time you register to use the Service. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Coditate immediately.

2.2. Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.3. You agree not to engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).

3. Service Policies and Privacy

3.1. The Service shall be subject to the privacy policy for the Service available at http://www.gridroom.com/privacy.aspx. You agree to the use of your data in accordance with Coditate’s privacy policies.

3.2. Coditate shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

4. Payment and Cancellation of service

4.1. The Service is billed on a per-usage basis and is non-refundable. There will be no refunds or credits for partial file downloads or inability to access the service for any period of time. In order to treat everyone equally, no exceptions will be made.

4.2. Even after cancelling or abandoning your GridRoom account you remain responsible for full payment of all accrued charges.

5. Proprietary Rights

5.1. You acknowledge and agree that Coditate (or Coditate’s licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

5.2. Unless you have agreed otherwise in writing with Coditate, nothing in the Terms gives you a right to use any of Coditate’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

5.3. Except as provided in Section 7, Coditate acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, submit, post, transmit or display on, or through, the Service, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Coditate, you agree that you are responsible for protecting and enforcing those rights and that Coditate has no obligation to do so on your behalf.

6. License from Coditate and Restrictions

6.1. Coditate gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Coditate as part of the Service (referred to as the “GridRoom Uploader” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service provided by Coditate, in the manner permitted by the Terms.

6.2. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the GridRoom Uploader or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Coditate, in writing (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the Service; (c) use the Service to perform a malicious activity, including but not limited to spamming users, harvesting usernames and passwords, or creating DoS attacks; or (d) upload or otherwise process any malicious content to or through the Service.

6.3. Unless Coditate has given you specific written permission to do so (e.g., through an open source software license), you may not assign (or grant a sub-license of) your rights to use the GridRoom Uploader Software, grant a security interest in or over your rights to use the GridRoom Uploader Software, or otherwise transfer any part of your rights to use the Software.

6.4. Coditate uses Amazon Web Services. You agree to uphold Amazon’s Web Services License Agreement to whatever extent it applies to your usage of Amazon and GridRoom.

7. License from You

7.1. Coditate claims no ownership or control over any Content. You retain copyright and any other rights you already hold in the Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Service you give Coditate a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Coditate to provide you with the Service in accordance with its privacy policy.

7.2. You agree that Coditate, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.

8. Software Updates

8.1. The Software which you use may be upgraded with new features and tools from time to time by Coditate. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Coditate to deliver these to you) as part of your use of the Service.

9. Modification and Termination of the Service

9.1. Coditate is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which Coditate provides may change from time to time without prior notice to you.

9.2. You may discontinue your use of the Service at any time. Coditate may, at any time, terminate your use of the Service if (A) you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms) or (B) Coditate is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful). Further, Coditate may terminate your use of the Service for any reason with thirty (30) days prior written notice.

9.3. Upon any termination of the Service, these Terms will also terminate, but Section 14.7 shall continue to be effective after these Terms are terminated.

10. EXCLUSION OF WARRANTIES

10.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 12, SHALL EXCLUDE OR LIMIT CODITATE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

10.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND “AS AVAILABLE.”

10.3. CODITATE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CODITATE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.

11. LIMITATION OF LIABILITY

11.1. SUBJECT TO SECTION 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CODITATE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHERF INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

11.2. THE LIMITATIONS ON CODITATE’S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT CODITATE; HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Indemnification

12.1. You agree to hold harmless and indemnify Coditate, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively “Coditate and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Service, (c) your violation of applicable laws, rules or regulations in connection with the Service, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Coditate will provide you with written notice of such claim, suit or action.

13. Changes to the Terms

13.1. Coditate may make changes to the Terms from time to time. When these changes are made, Coditate will make a new copy of the Terms available at http://www.gridroom.com/terms.aspx.

13.2. You understand and agree that if you use the Service after the date on which the Terms have changed, Coditate will treat your use as acceptance of the updated Terms.

14. General Legal Terms

14.1. The Terms constitute the whole legal agreement between you and Coditate and govern your use of the Service (but excluding any services which Coditate may provide to you under a separate written agreement), and completely replace any prior agreements between you and Coditate in relation to the Service.

14.2. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

14.3. If Coditate provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

14.4. You agree that Coditate may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.

14.5. You agree that if Coditate does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Coditate has the benefit of under any applicable law), this will not be taken to be a formal waiver of Coditate’s rights and that those rights or remedies will still be available to Coditate.

14.6. Coditate shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

14.7. The Terms, and your relationship with Coditate under the Terms, shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions. You and Coditate agree to submit to the exclusive jurisdiction of the courts located within the county of Fulton, Georgia to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Coditate shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.