Gridly Terms Of Use

This agreement was last updated October 1, 2010

By creating an account or uploading or otherwise providing materials (the "materials") to the Gridly application ("Gridly"), you are agreeing to the following terms and conditions. Please read the following terms and conditions carefully, as they form the agreement between us. If you do not agree to these terms and conditions, do not access or use Gridly. We may revise and update these terms and conditions at any time and will notify you of such changes.

Gridly is a product developed and sold by Dapple Interactive Corp. ("Dapple")

Questions about this agreement or Gridly can be directed to support@gridly.com

Accounts

To open an account and use Gridly :

  • You must be at least 18.
  • You must be a human. Accounts created by, or accessed with "bots" or other automated systems will be terminated.
  • You must provide true, accurate, current and complete information about you as may be prompted by any account or registration forms. We rely on the information you provide through these forms, including registration information (name and email address), payment information (credit card numbers and expiration dates), and transaction-related information. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, we or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information and payment information within 30 days of any change.

Operation of your Account

  • You must protect your password and other account details and you must not share your login or password with anyone else.
  • You are responsible for all content posted in your account, and all consequences that arise from you having uploaded that content.
  • After you create your account, you may add additional users to your account ("Named Users"). Named Users must not share their login or password with others.

You understand that Dapple has no control over the designation, or action of Named Users. Named Users are bound by this agreement and You are solely liable and responsible for any and all actions of any Named Users while using Gridly.

You agree that you will:

  • Not do anything illegal with your account.
  • Not upload any material that infringes on copyright, trademark, trade secrets, other intellectual property or otherwise prejudices the proprietary rights of any third party.
  • Not create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, Gridly in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise.
  • Not upload anything that contains malicious code (virii, Trojan horses, worms, or any other code that is intended to do harm to Dapple Gridly).

Payments, Billing, Account Changes & Cancellation

When you sign up for a paid plan, Gridly is billed on a monthly basis, in advance, at the rates set out on our website which are exclusive of all taxes or duties imposed by governing authorities. The prices set out on our website can change with 30-days notice from Dapple.

You can cancel at any time by following the "Close Account" link within the "My Account" section of the application. This is the only way to cancel your account: letters, emails, phone calls, faxes will not be considered notice. If you cancel part way through your billing cycle, account is closed immediately. No refunds will be provided for the remaining portion of your billing cycle.

You can upgrade or downgrade your service package at any time. If you upgrade, you will be charged the new account rate at the beginning of your next billing cycle. If you downgrade, your account will immediately be downgraded and you will be billed the new monthly charge on your normal billing date. No refunds for the difference will be provided.

Downgrading your account can cause content and features to disappear.

Dapple reserves the right to suspend or cancel your account without notice for failure to pay.

Dapple reserves the right to modify or discontinue Gridly with or without notice.

Dapple may create limits on storage or bandwidth at its sole discretion with 30-days notice and may use third parties to host Gridly.

Dapple may, but is not required to, screen content you upload into Gridly and may refuse or remove content that is illegal or offensive in its own discretion.

Technical assistance is available at http://support.gridly.com

Limited License to Dapple to Use Materials

We don’t claim any ownership or rights to either materials that you upload to Gridly or to documents that you produce with Gridly. By uploading materials to this website you are authorizing Dapple to use those materials only for the purpose of providing Gridly services to you.

Limited License to You to Use Gridly Sample Content and Software

Dapple hereby grants to you the perpetual, unlimited, royalty-free, world wide, non-exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, distribute, adapt, translate, transmit, arrange, modify, export, merge, transfer, or otherwise use, any sample template and images Dapple provides on this site (the "Sample Content") for the purpose of using Gridly and creating documents within Gridly, using and reproducing such documents which contain the Sample Content. It is expressly understood by you that this is a license to the Sample Content only and you will not retain any ownership in the Sample Content, nor have any right to license the Sample Content to anyone else.

Liability and Indemnity

In no event will Dapple, its affiliates, agents, licensors, suppliers, or their respective directors or employees be liable for any special, indirect, incidental, punitive, exemplary, aggravated, economic or consequential damages, howsoever caused, including but not limited to: damages for loss of use, lost profits or lost savings, even if dapple or any of its lawful agents or employees have been advised of the possibility of such damages or claim.

In no event will Dapple, its affiliates, agents, licensors, suppliers, or their respective directors or employees, be liable for damages or losses resulting from: viruses, data corruption, failed messages, transmission errors or problems; telecommunications service providers; links to third-party web sites; the internet backbone; personal injury; third-party content, products or website; damages or losses caused by you, or your respective employees, agents or subcontractors; loss of use or lack of availability of facilities including computer resources, routers and stored data; the use or inability to use this web site or the content; any other web site accessed to or from this web site; or events beyond the reasonable control of Dapple, even if Dapple or any of its lawful agents, or employees have been advised of the possibility of such damages or claim.

In no case will Dapple, its affiliates', agents', licensors', suppliers', and their respective directors' and employees' cumulative total liability arising under any cause whatsoever (including without limitation breach of contract, tort, negligence, gross negligence, or otherwise) be for more than the amount, if any, paid by you under this agreement to access this web site, in the year in which the claim arose.

Dapple assumes no obligation to update Gridly. The features and functionality of Gridly may be changed without notice to you. Dapple is not responsible for any content or information that you may find undesirable or objectionable. Dapple disclaims any liability for unauthorized use or reproduction of any portion of Gridly or the sample content. Accessing Gridly from territories where it may be illegal is prohibited.

You agree to indemnify us, our officers, directors, employees and agents, from any loss or damages, including without limitation reasonable legal fees, which we may suffer from your activities on or use of Gridly, including without limitation any breach by you of this Agreement, or complaints made by other parties against you. You shall cooperate as fully as reasonably required in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you; provided, however, that you shall remain liable for any such claim.

No Warranties

Gridly is provided on an "as is" basis. We do not warrant that Gridly will be uninterrupted or error-free. There may be delays, omissions, and interruptions in the availability of Gridly. Where permitted by law, you acknowledge that the Gridly provided without any warranties of any kind whatsoever, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. You acknowledge that use of Gridly and the Gridly website is at your own risk.

Modifications

We may modify this Agreement from time to time. Notification of changes in this Agreement will be posted on the Gridly website or sent via electronic mail, as we may determine in our sole discretion. If you do not agree to any modifications, you should terminate your use of Gridly. Your continued use of Gridly now, or following the posting of notice of any changes in this Agreement, will constitute a binding acceptance by you of this Agreement, or any subsequent modifications.

Disclosure and Other Communication

We reserve the right to send electronic mail to you, for the purpose of informing you of changes or planned maintenance to Gridly.

By your opening of an account, you consent to the collection, use and disclosure of personal information as outlined in, and subject to the terms of our Privacy Policy.

Governing Law

This Agreement is entered into in British Columbia, Canada. You agree that it will be governed by the laws of the Province of British Columbia and any disputes arising out of this Agreement will be subject to the courts of the Province of British Columbia and the federal courts applicable within the Province. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Dapple related to any claim and, where applicable, you also agree to opt out of any class proceedings against Dapple. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Les parties acceptent d’un commun accord que la présente entente soit redigee en anglais.

Assignment

You do not have the right to assign this Agreement or any of your rights to Gridly to anyone. Dapple has the right to assign any or all of its rights and duties under this Agreement or to Gridly to any third party. At the election of Dapple, if Dapple’s obligations hereunder are assumed by a third party, Dapple shall be relieved of any and all liability under this Agreement.

Termination

This Agreement is effective until terminated by Dapple, with or without cause, in Dapple’s sole and unfettered discretion. We may terminate this Agreement without notice to you if you fail to comply with any of its terms. Any such termination by Dapple shall be in addition to and without prejudice to such rights and remedies as may be available to Dapple, including injunction and other equitable remedies.

The disclaimers, limitations on liability, ownership, termination, warranty, governing law and assignment, your license to Dapple, your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.