Terms of Service

Gridbase operates our software applications, website and associated web pages, which for the purposes of these Terms of Service ("Agreement"), will be referred to as the "Software." As used in this Agreement, "Subscriber" refers to the person or entity and the authorized users that will access and use the Software. Additionally, Gridbase and Subscriber are referred to collectively as the "Parties" and individually as a "Party."

1. Access to the Software

Gridbase hereby authorizes Subscriber and its authorized users a limited, non-exclusive, non-transferable, revocable right to access and use the Software subject to payment of fees, as applicable. This Agreement shall continue in full force until terminated by Gridbase. Gridbase reserves the right, in its sole discretion and without notice, at any time to remove or disable access to all or any portion of the Software and terminate this Agreement for a breach of the terms of this Agreement. Subscriber and its authorized users acknowledge and agree not to allow others to access and use the Software without authorization. Gridbase may, from time to time, release new versions, updates, and upgrades to the Software for Subscribers use under the License.

2. Restrictions on Use of Software

Subscriber agrees not to or allow third-parties to:

• copy, distribute, reproduce, rent, lend, loan, or sublicense any portion of the Software;
• translate, adapt, modify, alter, or combine the Software with other software, or prepare derivative works based in whole or in part on the Software;
• reverse engineer, decompile, disassemble, or otherwise reduce the Software to a human-perceivable form; or
• use any data, features, or functionality in the Software as a basis to develop, copy, or reproduce any functionality or features of the Software.

3. Ownership of Software

Subscriber and its authorized users acknowledge that the Software contains proprietary and copyright protected material and, in its human-perceivable form, contains trade secrets and other intellectual property rights exclusively owned by Gridbase. This Agreement does not grant Subscriber or its authorized users any rights to any patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Software. Subscribers obligations under this Section 3 shall survive the termination of this Agreement for any reason. Subscriber and its authorized users agree not to remove from view any copyright, trademark, or other proprietary rights notice, mark or legend appearing as part of the Software.

4. Ownership of Subscriber Data

Subscriber and its authorized users shall remain the sole owner of all rights, title and interest in the data or information uploaded and stored by Subscriber into the Software. Gridbase and its vendors and contractors may use such data to operate, administer and improve the Software. Subscriber and its authorized users are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of all data, and Gridbase will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store Subscriber data. Subscriber acknowledges and agrees that: (i) no computer, network, storage or other security is risk free or impenetrable; (ii) the Software should not be relied upon as sole repository of Subscribers data; and (iii) Subscriber and its authorized users are responsible for maintaining back-up and archival copies of all of its data. After termination of this Agreement, all Subscriber data will be removed from Gridbase's servers.

5. Disclaimer of Warranty

GRIDBASE PROVIDES THE SOFTWARE "AS IS WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GRIDBASE DOES NOT WARRANT THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM, OR THAT THE INSIGHT-RECON SOFTWARE WILL BE ACCURATE OR COMPLETE OR FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, EXCEPT AS PROVIDED BELOW, IN NO EVENT SHALL GRIDBASE OR ITS AGENTS, MANAGERS, GOVERNORS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR AFFILIATES BE LIABLE TO SUBSCRIBER OR ITS AUTHORIZED USERS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST TIME, LOST SAVINGS, LOST DATA, LOST CONFIDENTIAL OR OTHER INFORMATION, OR FOR BUSINESS INTERRUPTION, FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, YOUR USE, MISUSE OR INABILITY TO USE THE GRIDBASE SOFTWARE SERVICES OR ANY THIRD PARTY SOFTWARE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE INCLUDING ANY CHANGES TO THE SOFTWARE.

7. Surviving Rights

The rights and duties set forth in Sections 2, 3, and 4 shall survive the termination of this Agreement.

8. Waiver

No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.

9. Severability

If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of this Agreement shall remain enforceable.

10. Amendment

Gridbase shall have the right, at any time and without notice, to add to or modify the terms of this Agreement. Subscribers and its authorized users access to or use of the Software after the date such amended terms are delivered to Subscriber or its authorized users shall be deemed to constitute acceptance of such amended terms.

11. Governing Law, Venue

This Agreement is made in and shall be governed in all respects by the laws of the State of Texas without regard to its conflict of laws provisions. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in the State of Texas. The Parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in the State of Texas. The Parties hereby irrevocably waive any and all objections which any Party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Texas and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in the State of Texas.

12. Entire Agreement

This Agreement constitutes the complete and exclusive statement of all mutual understandings with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, discussions, communications and understandings, oral or written.

13. No Third Party Beneficiary

This Agreement is solely for your benefit and does not confer any rights to any other person or business entity as a third party beneficiary or otherwise.