Terms of Service

<ol><li><span>Acceptance of Terms.</span><ol><li> SaaSGrid Inc. (<b>“SaaSGrid”</b>, <b>“we”</b>) provides its Service (as defined below) to you through its web site located at www.saasgrid.com (the <b>“Site”</b>), subject to these Terms of Service (the <b>“Terms”</b>). By accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by theseTerms. If you are entering into these Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” or“your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with theseTerms, you must not accept these Terms and may not use the Service.</li><li>We may change these Terms from time to time by posting a notice on the Site. You can review the most current version of these Terms at any time at www.saasgrid.com/terms. The revised terms and conditions will become effective after we post or otherwise send you notice of such changes, and if you use the Service after that date,your use will constitute acceptance of the revised terms and conditions. If any change to these Terms is not acceptable to you, your only remedy is stop using the Services.</li><li>Please visit the <a href="/privacy-policy">privacy policy page</a> to understand how SaaSGrid collects and uses personal information.</li></ol></li><li><span>Description of Service.</span><p>The <b>“Service”</b> includes (a) the Site, and (b) SaaSGrid’s tool for SaaS performance metrics, and (c) all text, data, reports, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the <b>“Content”</b>). Any new features added to or augmenting the Service are also subject to these Terms. You further agree that SaaSGrid may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.</p></li><li><span>Access and Use of the Service.</span><ol><li>To access certain features, you may be required to register with SaaSGrid or provide information about yourself(e.g., name, email address, etc.).If you choose to register, you agree to provide and maintain true, accurate,current, and complete information about yourself as prompted by the Service’s registration form. Registration dataa nd certain other information about you are governed by our Privacy Policy. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account.SaaSGrid reserves the right to access your account in order to respond to your requests for support.</li><li>Subject to the terms and conditions of these Terms, you may access and use the Service only for lawful purposes.All rights, title and interest in and to the Service and its components will remain with and belong exclusively toSaaSGrid. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to,or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices SaaSGrid provides you or publishes in connection with the Service, and you shall promptly notify SaaSGrid if you learn of a security breach related to the Service. You agree not to access the Service by any means other than through the interface that is provided by SaaSGrid for use in accessing the Service.</li><li>You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (<b>“Your Content”</b>).</li><li>By providing Your Content to SaaSGrid, you hereby do and shall grant SaaSGrid a worldwide, non-exclusive,royalty-free, fully paid, sublicensable and transferable license to provide you with the Service. In addition, you grant SaaSGrid a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to generate aggregated statistics from Your Content and your use of the Services (the <b>“Aggregated Data”</b>). SaaSGrid shall retain all right, title and interest to the Aggregated Data.</li><li>You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a)transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to SaaSGrid’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain theService. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. SaaSGrid will have no liability to you for any unauthorized access or use of any of YourContent, or any corruption, deletion, destruction or loss of any of Your Content.</li><li>The failure of SaaSGrid to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that these Terms are a contract between you and SaaSGrid, even though it is electronic and is not physically signed by you and SaaSGrid, and it governs your use of the Service.</li><li>SaaSGrid reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on SaaSGrid’s website and in other communication with existing or potential SaaSGrid customers. To decline SaaSGrid this right you need to email <a href="mailto:support@saasgrid.com">support@saasgrid.com</a> stating that you do not wish to be used as a reference.</li></ol></li><li><span>Representations and Warranties.</span><p>You represent and warrant to SaaSGrid that (i) you have full power and authority to enter into these Terms; (ii) Your Content and other activities in connection with the Service, andSaaSGrid’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive,tortious, offensive or harassing; and (iii) you are eighteen (18) years of age or older.</p></li><li><span>Termination.</span><p>You have the right to terminate your account at any time by sending a termination request to <a href="mailto:support@saasgrid.com">support@saasgrid.com</a>. Subject to earlier termination as provided below, SaaSGrid may terminate your Account and these Terms at any time for any reason by providing thirty (30) days prior notice to the email address associated with your account. In addition to any other remedies we may have, SaaSGrid may also terminate theseTerms upon notice, if you breach any of the terms or conditions of these Terms. SaaSGrid reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on theService (if any) may be permanently deleted by SaaSGrid upon any termination of your account in its sole discretion.</p></li><li><span>DISCLAIMER OF WARRANTIES.</span><p>The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by SaaSGrid or by third-party providers, or because of other causes beyond our reasonable control. HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SAASGRID EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SAASGRID DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM SAASGRID OR THROUGH THE SERVICES HALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.</p></li><li><span>LIMITATION OF LIABILITY.</span><ol><li>UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SAASGRID BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.</li><li>Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES,SAASGRID’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.</li></ol></li><li><span>Indemnification.</span><p>You shall defend, indemnify, and hold harmless SaaSGrid from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of Your Content, or your other access, contribution to, use or misuse of the Service.SaaSGrid shall provide notice to you of any such claim, suit or demand. SaaSGrid reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting SaaSGrid’s defense of such matter.</p></li><li><span>U.S. Government Matters.</span><p>You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office ofForeign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section2.101, the software and documentation installed by SaaSGrid on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.</p></li><li><span>Assignment.</span><p>You may not assign these Terms without the prior written consent of SaaSGrid, but SaaSGrid may assign or transfer these Terms, in whole or in part, without restriction.</p></li><li><span>Governing Law.</span><p>These Terms shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by SaaSGrid in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.</p></li><li><span>Miscellaneous.</span><p>If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. Both parties agree that these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements,communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency,partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind SaaSGrid in any respect whatsoever. In any action or proceeding to enforce rights under theseTerms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.</p></li></ol>