ScaleGrid Terms of Service

Terms of Service & End-User License Agreement

1. End User License Agreement (EULA) and Terms of Service.

This End User License Agreement (this 'Agreement') contains the terms and conditions that govern your access to and use of the Service Offerings('Service' , 'Services ' ) and is an agreement between scalegrid ( 'we,' 'us,',"Company" or 'our') and you or the entity you represent ('you' or "Customer"). This EULA takes effect when you click an 'I Accept' button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the 'Effective Date'). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this EULA for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity You may access and use the Service Offerings in accordance with this EULA. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.

2. Your Account

To access the scalegrid Services, you must create an account associated with a valid email address and you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party. We and our affiliates are not responsible for unauthorized access to your account.

3. Acceptable Conduct

You are responsible for your use of scalegrid‘s Services and all users that access your account to use our Services. You will not engage in any activity that disrupts or interferes with scalegrid‘s Services or the networks connected to the Company. Reverse engineering the functionality or design of scalegrid (and any associated properties) is not permitted.

4. Prohibited Usage

You are responsible for your use of scalegrid‘s Services and all users that access your account to use our Services. You will not engage in any activity that disrupts or interferes with scalegrid‘s Services or the networks connected to the Company. Reverse engineering the functionality or design of scalegrid (and any associated properties) is not permitted.

5. Your Responsibilities

5.1 Your Content. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. You are solely responsible for: (a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service; (b) compliance of Your Content with the End User License Agreement, and Icelandic law; (c) any claims relating to Your Content; 5.2 End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Service Offerings 5.3 End User Support You are responsible for providing customer service (if any) to End Users. We do not provide any support or Services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or Services.

6. Suspension and Termination

The Company reserves the rights to suspend your network access if we suspect any violation of this Agreement. If inappropriate activity is detected, all of your accounts can and will be suspended until an investigation is complete. You will reimburse scalegrid for any expenses resulting from your violation of this agreement, including attorney fees. Your account can be suspended if the Company suspects that it is the target of interference or attack, even if the you are at fault or not to protect other Customers and the Company‘s infrastructure from harm. The Company will not refund for suspending or terminating accounts due to any violation of this agreement. The Company will notify you before any such suspension or termination, unless the EULA violation calls for immediete action to prevent liability or injury, in the Company‘s opinion and at its sole direction. In extreme cases, law enforcement will be contacted regarding the activity and you will not be credited for the time that the machines were suspended. If the Company thinks it necessary to suspend a customer‘s Service without cause, the Company will provide 14 days advanced notice. You may also terminate his account via email to Accounts are terminated immediately after confirmation.

7. Effect of Termination.

Upon any termination of this Agreement you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination; all of your rights under this Agreement immediately terminate You may also retrieve "Your Content" from the Services only if you have paid any charges for any post-termination use of the Service Offerings

8. Invoicing and Payments

You agree that the Company has the permission to charge your credit card on a monthly, annual, or other agreed upon basis after or in advance of providing Services. Payment is due upon invoicing. Service may be interrupted on accounts that reach 14 days past due. Accounts that are not collectable by the Company may be turned over to an outside collection agency for collection. The Company retains the rights to change scalegrid‘s Services‘ specified rates from time to time with due notice. Charges are not refundable unless they are proved to be incorrect. Charges for rendered service are non-refundable.

9. Taxes.

All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

10. Other Security and Backup

You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. scalegrid‘s log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

11. Your obligations/limitations of liability

You agree to do each of the following: (i) comply with applicable law and this EULA (ii) pay when due the fees for the Services, (iii) use reasonable security precautions in light of your use of the Services, (iv) cooperate with scalegrid's reasonable investigation of outages, security problems, and any suspected breach of this agreement, (v) keep your billing contact and other account information up to date; and (vi) immediately notify scalegrid of any unauthorized use of your account or any other breach of security. In the event of a dispute between us regarding the interpretation of applicable law or the terms set in this EULA, scalegrid's reasonable determination shall control.

12. Disclosure to Law Enforcement

This agreement specifically prohibits the use of our service for illegal activities. Therefore, you agree that scalegrid may disclose all or any of your information including assigned IP numbers, account use, account history, etc. to an Icelandic court who sends us a valid Court Order, without further consent or notification to you.

13. Force Majeure

We and our affiliates will not be liable for any delay or failure to perform any obligation under this EULA,where the delay or failure results from any cause beyond our reasonable control, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

14. Modifications to the Agreement

We may modify this Agreement (including any Policies) at any time by posting a revised version on the scalegrid's Site or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the scalegrid's Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement. 14.1 Changes To the Service Offerings We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings. 14.2 Changes To the APIs We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for six months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

15. Warranty Disclaimer

By accepting this agreement you agree your use of scalegrid‘s Services shall be at your own risk and you represent that you have read this agreement and will adhere to all its requirements.

16. Copyright

The look and feel of the Site is copyright ©2012 scalegrid and ScaleGrid, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from ScaleGrid, Inc.

17. Indemnification

The user agrees to indemnify and hold scalegrid and ScaleGrid, Inc., its directors, officers and employees, harmless from any claim, demand, or damage, including legal fees, asserted by any third party due to or arising out of the user’s use of or conduct on the Site.

18. Definitions

Applicable rules, court, law and regulations' mean State of Washington (US) rules, courts, law and regulations. "Effective Date" means the date shown at the top of this agreement. "EULA" means End User License Agreement. "Scalegrid Site" means (formerly "Company" means ScaleGrid, Inc the legal entity registered in the State of Washington, United States of America. "Customer" means you or the entity you represent by accepting this EULA. "Scheduled maintenance" means maintenance that is announced at least 7 business days in advance, and that does not exceed sixty minutes in any calendar month. But can be more in the BETA version of the system. "Service", "Services" and "Service Offerings" mean all of scalegrid‘s services that are available to the Customer. "Suspension" means that the Customers' account is locked for changes and access and all running services within the account are stopped until the reason for the suspension has been addressed and the account is activated again or Terminated. "Termination" means the Customer's account is suspended indefinitely and the Customers' data may be deleted without further notice. "Third Party Content" All data that a third party has stored in your account. "Your Content" any data you have stored in your scalegrid account.

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