Terms of Use

These Terms of Use (the “Terms”) and our Privacy Policy governs your acquisition, access and use of the Gridly services, website and applications (collectively, “Gridly”).

Last Updated: September 14, 2020

By using Gridly, you are agreeing to these Terms and the use of your Personal Information as described in our Privacy Policy. If you do not agree to these Terms, you are not allowed to use Gridly. If you are using Gridly on behalf of an organization, you are agreeing to these Terms on behalf of that organization, and represent and warrant that you have the authority to agree to these Terms on the organization’s behalf. In that case, “you” and “your” will refer to that organization.

We may from time to time revise the Terms. If a revision is significant, as determined solely by us, we will notify you for example via email. The current version of our Terms will always be available on the Terms page. By continuing to use Gridly after revisions become effective, you are agreeing to the revised Terms. If you do not agree to the revised Terms, please don’t use Gridly.

Your Gridly Account

To access Gridly, you will need to create an account, either via Gridly or through a third-party service such as Google or Facebook. With regards to third-party services, personal information you provided to that third party, such as your name, email address and other information your privacy settings on that service allow us to access, will be used to create your Gridly account.

You are responsible for safeguarding your Gridly login information. You are responsible for activity on your account, whether or not you authorized that activity. You should immediately notify us if you suspect any unauthorized use of your account.

Your Content

By using Gridly, you provide us with text, file attachments, images, and other information (“your content”). You hereby grant to Gridly a non-exclusive, worldwide license to copy, distribute and use your content only in connection with providing the Gridly Services. You will always retain full ownership of your content. You can remove your content by deleting it. However, in certain cases, some of your content may not be completely removed (when you have shared data with someone else, for example). We are not responsible or liable for the removal or deletion of any of your content, or the failure to remove or delete such content.

You are solely responsible for all of your content and indicate that you own or have the necessary rights to your content, and that use of your content does not misappropriate, infringe or violate a third party’s intellectual property rights, or rights of publicity or privacy, or would result in the violation of any applicable law or regulation.

Your Use of Gridly

Gridly is owned by Localize Direct AB and its licensors and is protected by United States and international trademark, copyright, patent, trade secret and other intellectual property or proprietary rights laws.

You may only use Gridly as permitted by law, including all applicable international, federal, state and local laws and regulations.

(a) You may not reverse engineer, decompile, disassemble , modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Gridly services. (b) Except for your applications that use the Gridly services, you will not transfer, distribute, resell, lease, license, or assign Gridly services or otherwise offer the Gridly Services on a standalone basis. (c) You will not (nor will it permit any third party to) use Gridly Services in any manner that violates Gridly’s Terms; (d) You will not otherwise use the Gridly Services outside the scope expressly permitted hereunder; (e) You will ensure that you and your users do not use temporary email addresses or share user accounts among multiple individuals or disclose their access credentials to any third party. You will, and will ensure that your users, immediately report to Gridly any breaches or suspected breaches of the aforementioned provision and any cases of actual or suspected unauthorized third party access, and you hereby permit Gridly to deactivate the accounts of any users that violate the Terms.

We have the right to investigate violations of these Terms and may also cooperate with and consult law enforcement authorities to prosecute users who violate the law.

Confidentiality

Confidential Information. The Parties shall not without prior written authorization from the other Party publicly or to any third party disclose or use, for any other purpose than the due performance of these Terms, any information disclosed between the Parties as a consequence of the execution of the rights and obligations under these Terms. In respect to these Terms, confidential information shall be deemed to include any and all information regarding either Party’s business operations whether such information is disclosed orally, in writing, by digital transfer or by any other means and regardless of whether it is designated as confidential by the releasing Party or not.

Confidential Information does not include any information that:

a) the receiving Party can evidence to be publicly available without any breach of this confidentiality undertaking; b) the receiving Party can evidence to have been in the possession of the receiving Party without restrictions on disclosure prior to receiving it from the other Party; c) the receiving Party lawfully receives from a third party without restrictions on disclosure, or d) the receiving Party is required to disclose as a consequence of mandatory law, final court order or a final order from an authority of competent jurisdiction or other regulatory or stock market requirements, but shall in such case endeavor to consult with the other Party prior to any such disclosure.

The Parties shall ensure that confidential information is disclosed only to such employees, officers or advisors of the receiving Party that require such information and that are bound to confidentiality undertakings no less strict than those in these Terms.

We will terminate the Gridly account of anyone who infringes the copyright or intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998, Gridly will respond expeditiously to claims of copyright infringement committed using Gridly as reported to us.

If you believe that any materials you or others access via the Services infringe your copyright or other intellectual property rights please contact us at support@gridly.com.

Termination

We may terminate or modify and limit your access to and use of Gridly, at our sole discretion, at any time and without notice to you, for example, if you fail to comply with these Terms, or if you use Gridly in any way that would cause us legal liability or disrupt others’ use of Gridly. Likewise, you may cancel your account at any time.

If we suspend or terminate your use of Gridly, we will try to let you know in advance and help you retrieve data, though there may be cases (for example, flagrantly violating these Terms) where we may have to suspend immediately.

Publicity

Unless otherwise specified, Gridly may use Customer’s name, logo and marks (including marks on Customer Properties) to identify Customer as an Gridly customer in marketing materials and on Gridly’s website.

Warranty and limitation of liability

GRIDLY AND THE SERVICES PROVIDED UNDER THESE TERMS SHALL BE PROVIDED “AS IS” AND “WHERE IS” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED, EXPRESS OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF FUNCTIONALITY, COMPLETENESS OR ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, FREEDOM FROM INTELLECTUAL PROPERTY INFRINGEMENTS AND LACK OF VIRUSES. FURTHERMORE, YOU ACKNOWLEDGE IN PARTICULAR THAT GRIDLY IS NOT, AND UNDER THE CURRENT STATE OF THE ART IN THE SOFTWARE DEVELOPMENT INDUSTRY, WILL NOT, BE ERROR FREE AND RUN WITHOUT ANY INTERRUPTION. Localize Direct AB specifically disclaims liability for any errors or failures to access the Remote Components caused as a result of failures or communication problems attributable to the Internet or any other public or private networks (including without limitation mobile phone networks) used to access the service.

Localize Direct AB shall under no circumstances be liable for any indirect, special and/or consequential losses or damages of whatever nature, unless such losses or damages are due to Localize Direct’s gross negligence or willful misconduct.

Localize Direct AB’s responsibility for any loss or damage of whatever nature under these Terms shall always be limited to $20 or the amounts paid by you to Localize Direct AB for the past three months of the services in question. You release Localize Direct AB from all obligations, liability, claims or demands in excess of the aforementioned limitation. Some states do not allow the types of limitations in this paragraph. If you are in one of these jurisdictions, these limitations may not apply to you.

Indemnity

You will indemnify, defend and hold Localize Direct AB and our affiliates, and our and their officers, directors, employees, agents and contractors, harmless from and against any damages and losses incurred in connection with claims arising from or relating to the use of Gridly or violations of these Terms.

Terms of Paid Subscriptions

If you purchase a subscription to the Services via the Gridly website (“Online Subscription”) or pursuant to any ordering document (“Order Form Subscription”), the following Terms will apply to you:

Term of Subscription. The Services are provided on a subscription basis for a term defined in the Online Subscription, or on the Order Form Subscription, as applicable (each, a “Term of Subscription”).

Cancellation. You can cancel your subscription at any time; however, you are responsible for advance payment of the entire Term of Subscription. Fees are non-refundable based on the Term of Subscription purchased and not actual usage. Payment obligations for the Term of Subscription to which you subscribe are noncancelable.

Renewals. For Online Subscriptions, each Term of Subscription will automatically renew for an additional Term of Subscription equal to the original Term of Subscription in length. Online Subscriptions can be cancelled directly at www.gridly.com. For Order Form Subscriptions, each Term of Subscription will automatically renew for an additional Term of Subscription equal to the original Term of Subscription in length, unless cancellation is requested in writing (including by email to support@gridly.com) at least thirty (30) days prior to the expiration of the then-current Term of Subscription.

Billing and Payment. If you purchase a subscription to the Services via any type of payment card, you hereby authorize Gridly (or its designee) to automatically charge your payment card in accordance with the applicable Online Subscription or Order Form Subscription. You acknowledge that certain payment cards may charge you foreign transaction fees or other charges. If your payment is not successfully settled for any reason, you remain responsible for any amounts not remitted to Gridly. Each net new user or additional data capacity beyond the scope of the initial Online Subscription or Order Form Subscription, as applicable, will incur an additional charge, and will be included in a true-up invoice or charged automatically via payment card, as applicable.

Late Payments. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection). Gridly may terminate your subscription if you fail to promptly pay any outstanding fees.

Taxes and Fees.You are responsible for all sales, use, value added or other taxes of any kind, other than taxes based on Gridly’s net income. You are also responsible for any payment-related fees such as wire transfer or payment card processing fees.

Expenses. You are responsible for all fees or expenses related to accessing or using the Services that are extrinsic to the Services. This includes, without limitation, your own internet service provider fees.

General Terms

These Terms shall be construed in accordance with Swedish law. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms or your use of Gridly shall be the Swedish courts, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. These Terms constitute the entire and exclusive agreement between you and Localize Direct AB, and supersede and replace any other agreements, terms and conditions. These Terms create no third party beneficiary rights. Localize Direct AB’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms without our written consent, and any such attempt will be null and have no effect. Localize Direct AB may freely assign or transfer these Terms without restriction. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms, please contact us at support@gridly.com.