Welcome to Grid.AI, Inc. (“Grid.AI”). The Grid.AI Services (as defined below) available through the Grid.AI website available at grid.ai (the “Website”) is an online platform that enables users to train their ML models in a sandbox environment. By clicking the “I accept” button, registering for an Account (as defined below) or using the Services, you personally, or if on behalf of the entity entering into this Agreement, that entity (you and the entity, each a “Subscriber”) agree to and are subject to the following terms and condition for the Services (the “Agreement”). If you do not fully agree to the terms of this Agreement, you are not authorized to access or otherwise use the Services. Capitalized terms are generally defined in Section 9.
ServicesLicense Grant. Subject to the terms and conditions of this Agreement, Grid.AI grants to Subscriber a non-exclusive, non-transferable license, during the term of subscriber’s subscription, solely for Subscriber’s internal business purposes (a) to access and use the Services and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Subscriber’s use of the Services.
Compute Limits. Certain Services may impose Compute Limits based on subscription tiers. In the event that Subscriber wishes to increase the Compute Limit, Subscriber shall be required to pay additional fees associated with the increased pricing tier, prorated for the remainder of the then-current term.
Updates. During the term of this Agreement, Grid.AI may, in its sole discretion, provide Subscriber with Updates. In the event of a material Update, Grid.AI shall promptly inform Subscriber by email of such Update. Updates (if any) will be deemed to be part of the Services under this Agreement. Grid.AI is not obligated to provide any Updates to the Services.
Early Access, Beta Services and Free Trials. Grid.AI may make certain Services available on an “early access”, “beta” or free trial basis. In the event Subscriber utilizes the Services on such a basis, Subscriber acknowledges and agrees that Sections 4.1, 4.2, and 6.1 will not apply to such Services.
Accounts. To use certain features of the Services, Subscriber will need to create an account with Grid.AI (“Account”), and provide certain information as prompted by the Website. Subscriber represents and warrant that: (a) all required registration information Subscriber submits is truthful and accurate; and (b) Subscriber will maintain the accuracy of such information. Grid.AI may suspend or terminate Subscriber’s Account in accordance with Section 8. Subscriber may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. Subscriber is responsible for maintaining the confidentiality of its Account login information and is fully responsible for all activities that occur under its Account. Subscriber agrees to immediately notify Grid.AI of any unauthorized use, or suspected unauthorized use of Subscriber’s Account or any other breach of security. Grid.AI will not be liable for any loss or damage arising from Subscriber’s failure to comply with the above requirements.
Limitations. The Grid.AI Property, including but not limited to all manuals, reports, records, programs, data and other materials, and all Intellectual Property Rights in each of the foregoing, are the exclusive property of Grid.AI and its suppliers. Subscriber agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Services or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Grid.AI Property, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (e) use or copy the Services or Documentation except as expressly allowed under this subsection; or (f) use the Service to conduct or promote any illegal activities. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Grid.AI Property or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Services.
Export. Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Grid.AI, or any products utilizing such data, in violation of the United States export laws or regulations. In particular, but without limitation, the Grid.AI Property may not be accessed or used by anyone on the U.S. Treasury Department’s list of Specifically Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By entering into this Agreement and/or using the Services, Subscriber represents and warrants that (i) Subscriber is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) Subscriber is not listed on any U.S. Government list of prohibited or restricted parties. Subscriber also will not use the Services for any purpose prohibited by U.S. law.
Fees. In consideration for the access rights granted to Subscriber and the services performed by Grid.AI under this Agreement, Subscriber will pay to Grid.AI all fees charged to Subscriber’s Account as set forth on the pricing page of the Website, as amended from time to time, and as otherwise required by a particular Order Form. The prices stated on the pricing page or in an Order form are stated in U.S. dollars and must be paid by wire transfer, credit card, or such other payment method accepted by Grid.AI, as determined by Grid.AI in its sole discretion. If Subscriber provides credit card information to Grid.AI, Subscriber authorizes Grid.AI to charge such credit card for all services listed in the Account for the initial subscription term, and any renewal subscriber term(s), and any recurring fees and charges set forth therein.
Payment Terms. All payment obligations are non-cancellable and all amounts paid are non-refundable. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less. Grid.AI shall be entitled to withhold performance and discontinue service until all amounts due are paid in full. Grid.AI’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Grid.AI’s income. Subscriber agrees to provide Grid.AI with complete and accurate billing information and contact information. Subscriber agrees to update this information within thirty (30) days of any change to it. If the contact information Subscriber has provided is false or fraudulent, Grid.AI may terminate Subscriber’s access to the Services in addition to other legal remedies.
Automatic Renewals. Unless Subscriber unsubscribes via its Account settings on the Website at least thirty (30) days prior to the expiration of its then-current subscription, Subscriber’s subscription will automatically be renewed for a term of equivalent duration to the prior subscription, at Grid.AI’s then-current rate.
Free Trials and Other Promotions. Any free trial or other promotion that provides access to paid Services must be used within the specified time of the trial. At the end of the trial period, Subscriber’s use of such Services will expire and any further use of the Service is prohibited, unless Subscriber pays the applicable subscription fee.
No Refunds. The amounts paid hereunder are non-refundable. In the event, Grid.AI, in its sole discretion, issues a refund, such refund will be credited back to the same payment method used to make the payment and are exclusive of any processing fees previously paid by Subscriber.
Grid.AI Property. As between Grid.AI and Subscriber, the Grid.AI Property and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Grid.AI and its suppliers. All rights in and to the Grid.AI Property not expressly granted to Subscriber in this Agreement are reserved by Grid.AI and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Grid.AI Property or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Services.
Subscriber Property. As between Subscriber and Grid.AI, Subscriber Models and all worldwide Intellectual Property Rights therein, are the exclusive property of Subscriber. All rights in and to the Subscriber Models not expressly granted to Grid.AI in this Agreement are reserved by Subscriber.
Subscriber Models. Subscriber hereby grants to Grid.AI a worldwide, non-exclusive, royalty-free, and fully paid up right and license to use the Subscriber Models for the purpose of providing the Services. Notwithstanding the foregoing, Subscriber acknowledges that Grid.AI may freely use Performance Data for any purpose. Grid.AI agrees to use commercially reasonable administrative, physical and technical security measures designed to protect the Subscriber Models against unauthorized access, use and disclosure. In the event Grid.AI becomes aware of any security breach relating to Subscriber Models, Grid.AI will promptly notify Subscriber of such data breach.
Performance Warranty. Grid.AI represents and warrants to Subscriber, that during the term of any paid subscription, the Services will perform in accordance with their Documentation in all material respects. In the event of any breach of the foregoing, Grid.AI as its sole obligation and as Subscriber’s sole remedy, will use commercially reasonable efforts to fix and/or repair the non-conforming Services.
By Subscriber. Subscriber represents and warrant to Grid.AI that (a) Subscriber has the authority to enter into this agreement personally (if Subscriber is an natural person), or on behalf of the entity entering into this agreement, and to bind that entity, (b) the Subscriber Models do not and will not infringe upon any third party’s Intellectual Property Rights, and (c) Subscriber will not use the Service to promote or conduct any unlawful activity.
Disclaimer. EXCEPT AS SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS,” AND GRID.AI MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, DOCUMENTATION, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO SUBSCRIBER BY GRID.AI. GRID.AI DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES AND SERVICES SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER
Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER GRID.AI NOR ITS SUPPLIERS SHALL BE LIABLE TO SUBSCRIBER, FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH GRID.AI’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, DOCUMENTATION, SERVICES OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF GRID.AI HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.
Amount of Damages. THE MAXIMUM LIABILITY OF GRID.AI ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, INCLUDING THE PERFORMANCE OF ITS INDEMNIFICATION OBLIGATIONS, SHALL NOT EXCEED THE FEES PAID (AS EXPRESSLY IN U.S. DOLLARS AT THE TIME OF THE PAYMENT) BY SUBSCRIBER TO GRID.AI DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, IF THE AGREEMENT HAS BEEN IN EFFECT ONE YEAR OR MORE. IN NO EVENT SHALL GRID.AI’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE GRID.AI’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF GRID.AI OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO SUBSCRIBER.
Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
By Grid.AI. Subject to the terms herein, including Section 5, Grid.AI will (1) defend, or at its option settle, any suit filed by a third party against Subscriber (a “Suit”) to the extent such Suit claims that Subscriber’s use of the Grid.AI Property as permitted in this Agreement constitutes Subscriber’s infringement or misappropriation by Subscriber of a third party’s intellectual property rights; and (2) pay (i) any final judgment or award directly resulting from such Suit or (ii) those damages agree to by Grid.AI in a monetary settlement of such Suit. If any portion of the Services becomes, or in Grid.AI’s opinion is likely to become, the subject of a claim of infringement, Grid.AI may, at Grid.AI’s option: (a) procure for Subscriber the right to continue using the Services; (b) replace the Services with non-infringing Services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Subscriber to Grid.AI for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the Documentation, and Services. Notwithstanding the foregoing, Grid.AI shall have no obligation under this section or otherwise with respect to any infringement claim that would not have arisen but for (x) any use of the Services not in accordance with this Agreement or as specified in the Documentation; (y) any use of the Services in combination with other products, equipment, services or data not supplied by Grid.AI; or (z) any modification of the Services by any person other than Grid.AI or its authorized agents. This subsection states the sole and exclusive remedy of Subscriber and the entire liability of Grid.AI, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
By Subscriber. Subscriber will defend at its expense any suit brought against Grid.AI, and will pay any settlement Subscriber makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Subscriber’s breach or alleged breach of any of Subscriber’s representations or warranties herein
Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
Grid.AI may cancel, suspend or block your use of the Grid.AI Property without notice if there has been a breach of this Agreement by Subscriber. Subscriber’s right to use the Grid.AI Property will end once Subscriber’s Account has been terminated, and any data that Subscriber may have stored on the Website or Services may be unavailable later, unless Grid.AI is required to retain it by law. Subscriber may terminate its Account at any time by following the unsubscribe procedures stated in Subscriber’s Account; provided, that, such termination will not take effect until Subscriber’s then-current subscriptions have expired. In the event Subscriber terminates its Account, Subscriber will not be entitled to any refund of any prepaid fees and will be permitted to continue to use its Account until the expiration of its applicable subscription period(s). Grid.AI is not responsible or liable for any records or information that is made unavailable to Subscriber as a result of Subscriber’s termination of its Account. SUBSCRIBER AGREES THAT GRID.AI WILL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY TERMINATION OF SUBSCRIBER’S ACCESS TO THE GRID.AI PROPERTY. Subscriber’s payment obligations and Sections 3, 5, 6, 7 and 8 shall survive the termination of this Agreement.
Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subscriber hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Grid.AI’s principal place of business is located for any lawsuit filed there against Subscriber by Grid.AI arising from or related to this Agreement. The laws of the jurisdiction where Subscriber is located may be different from New York law. Subscriber shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Documentation, or Services hereunder.
Notices. Where Grid.AI requires that Subscriber provide an email address, Subscriber is responsible for providing Grid.AI with its most current email address. In the event that the last email address Subscriber provided to Grid.AI is not valid, or for any reason is not capable of delivering to Subscriber any notices required/permitted by this Agreement, Grid.AI’s dispatch of the email containing such notice will nonetheless constitute effective notice. Subscriber may give Grid.AI notice at the following address: [32 Cooper Square #3, New York NY 10003]. Such notice will be deemed given when received by Grid.AI by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Modifications. Grid.AI reserves the right, at its discretion, to amend this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. Grid.AI may require you to consent to updates to this Agreement before further use of the Services is permitted. Any use of the Services following any updates or amendments to this Agreement by Grid.AI shall constitute acceptance of the Agreement.
Consent to Electronic Communication. The communications between Subscriber and Grid.AI use electronic means, whether Subscriber visits the Website or send Grid.AI emails, or whether Grid.AI posts notices on the Website or communicates with Subscriber via email. For contractual purposes, Subscriber (1) consents to receive communications from Grid.AI in an electronic form; and (2) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Grid.AI provides to Subscriber electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Subscriber’s statutory rights.
General. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Subscriber shall not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Grid.AI, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any delay in the performance of any duties or obligations of either party (except the payment of amounts owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. Subscriber’s relationship to Grid.AI is that of an independent contractor, and neither party is an agent or partner of the other. Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Grid.AI. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.
“Available” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time, multiplied by one hundred. Represented algebraically, Available for any particular calendar month is determined as follows:
Available = (Total Monthly Time – Unscheduled Downtime)/Total Monthly Time x 100.
“Authorized User” means any individual who is an employee of Subscriber or such other person or entity as may be authorized by Subscriber, to access one or more Services pursuant to Subscriber’s rights under this Agreement.
“Compute Limit” means maximum amount of computational processing, memory and/or resources for which applicable fees have been paid by Subscriber.
“Documentation” means the technical materials provided by Grid.AI to Subscriber in hard copy or electronic form describing the use and operation of the Services.
“Grid.AI Property” means the Services, Documentation, Website, Performance Data and all systems, networks, APIs, websites or other materials that are either owned or operated by Grid.AI, or provided to Subscriber in connection with this Agreement.
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
“Order Form” means a document, either physical or electronic, signed by both parties identifying a Service to be made available by Grid.AI pursuant to this Agreement.
“Performance Data” means any log files, metadata and other technical performance data automatically generated by the Services relating to the use, performance, efficacy, reliability and/or accuracy of the Services, and which does not contain or reference any data, information or materials in any form relating to Subscriber’s Account of Subscriber Models.
“Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Subscriber is not able to access the Services due to planned system maintenance performed by Grid.AI.
“Services” means Grid.AI’s online service that enables users to train their AI models in a sandbox environment (including all Updates made available by Grid.AI during the Term) provided by Grid.AI to Subscriber under this Agreement.
“Subscriber Model” means any algorithms, AI models and related training data uploaded or transmitted by Subscriber to the Services.
“Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime. For any partial calendar month during which Subscriber subscribes to the Services, availability will be calculated based on the entire calendar month, not just the portion for which Subscriber subscribed.
“Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Subscriber is not able to access the features and functions of the Service, other than Scheduled Downtime. Unscheduled Downtime shall not include any period during which the Services is unavailable as a result of (i) non-compliance by Subscriber with any provision of this Agreement; (ii) incompatibility of Subscriber’s equipment or software with the Service; (iii) performance of Subscriber’s systems or Internet; (iv) any systemic Internet failures; or (v) network unavailability or Subscriber’s bandwidth limitations.
“Update” means an update, upgrade, enhancement or any other improvement to the Services that, in its discretion, Grid.AI makes generally available to other subscribers as part of the standard Services.