Terms of Service Agreement
LAST UPDATED: January 16, 2024
The website located at gridline.co (the “Site”) is a copyrighted work belonging to Gridline, LLC (“Gridline,” “we,” “us,” or “our”).
Please read this Terms of Use Agreement (the “Terms of Use” or “User Agreement”) carefully before using the site as they constitute a legally binding contract between you and Gridline governing your use of the Site and of the Content (as defined below) and the services and functionality made available on or through the Site (collectively, the “Services”) whether as a guest or a registered user.
BY BROWSING, ACCESSING, OR OTHERWISE USING THE SITE OR SERVICES IN ANY MANNER, YOU HEREBY (1) ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND (2) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THESE TERMS OF USE IF YOU ARE NOT AT LEAST 18 YEARS OLD.
If you do not agree to these Terms of Use or our Privacy Policy found at www.gridline.co/privacy (“Privacy Policy”), please do not use the Site or Services and exit now. Further, if you do not agree to these Terms of Use or the Privacy Policy, you agree that your sole and exclusive remedy is to discontinue using this Site.
Updates/revisions to the terms of use. Please review the Terms of Use periodically. We reserve the right, in our sole discretion, to update or revise these Terms of Use at any time. When changes are made, we will make a new copy of the Terms available at the Site and we will update the “Last Updated” date at the top of the Terms of Use Agreement. By using or accessing the Site, you agree that we may modify the Terms of Use at any time without prior notice. You further agree that we will have no further obligation to notify you of any modifications and such updates or modifications shall become effective immediately upon the posting thereof. Such updates or revisions shall become effective immediately upon the posting thereof. Your continued use of the Site following the posting of updates and/or revisions to the Terms of Use will conclusively indicate and constitute your acceptance of such update and/or revised Terms of Use. The most current version of the Terms of Use can be accessed at any time by selecting Terms of Use link on the bottom of the home page for the Site. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF USE.
1. USE OF AND ACCESS TO THE SITE
1.1. Gridline Software. Use of any software and associated documentation that is made available via the Services (“Software”) is governed by this User Agreement. Subject to your compliance with this User Agreement, Gridline grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement. Some Software may be offered under open source licenses that we will make available to you upon your request. There may be provisions in the open source licenses that expressly override some of these terms.
1.2. Updates. We may terminate, change, restrict, suspend or discontinue any aspect of the Site or Services, or your access to it, at any time without notice or liability to you.
1.3. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services, including any Content contained therein; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Gridline’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services, including any Content, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services, including the Content, may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services, including the Content. Any future release, update or other addition to the Services shall be subject to the Agreement. Gridline, its suppliers and service providers reserve all rights not granted in the Agreement.
1.4. Accounts. Access to the certain areas of the Services (“User Restricted Areas”) is enabled only by username and password and the creation of an account with Gridline. In registering your account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You shall maintain your password in strict confidence. In no event shall you share your password with any third party or allow another person to access the User Restricted Areas using your password. You agree that you shall monitor your account to restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You shall immediately notify us if you have any reason to believe that your username or password has been lost or compromised or misused in any way. You shall immediately report any unauthorized or suspicious activity in your account. You are fully and solely responsible for any and all use of the Services using your account and username and password. We reserve the right to revoke or deactivate your username and password if you violate the terms of this User Agreement. If you provide any information that is untrue, inaccurate, not current or incomplete, or Gridline has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Gridline has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account per platform at any given time. Gridline reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an account or use the Services if you have been previously removed by Gridline, or if you have been previously banned from any of the Services.
1.5. Gridline Communications. By entering into the Agreement or using the Services, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Gridline and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
2. CONTENT
2.1. Description of Content. The Site contains a wide variety of Content (defined below), whether (1) proprietary to Gridline and its affiliates, (2) proprietary to you; or (3) proprietary to third parties. “Content” includes, but is not limited to text, data, files, documents, software, scripts, layout, design, function and “look and feel,” graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials. You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. This means that you, and not Gridline, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Services (“Your Content”), and that you and other users of the Services, and not Gridline, are similarly responsible for all Content that you and they make available through the Services (“User Content”).
2.2. No Obligation to Pre-Screen Content. You acknowledge that Gridline has no obligation to pre-screen User Content, although Gridline reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By entering into the Agreement, you hereby provide your irrevocable consent to Gridline’s monitoring of Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Gridline pre-screens, refuses or removes any of Your Content, you acknowledge that Gridline will do so for Gridline’s benefit, not yours. Without limiting the foregoing, Gridline shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable.
2.3. Storage. Unless expressly agreed to by Gridline in writing elsewhere, Gridline has no obligation to store any of Your Content. Gridline has no responsibility or liability for the deletion or accuracy of any User Content, including Your Content; the failure to store, transmit or receive transmission of any User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for choosing the appropriate level of access to Your Content. If you do not so choose, the Services may default to the most permissive setting. You agree that Gridline retains the right to create reasonable limits on Gridline’s use and storage of User Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Gridline in its sole discretion.
2.4. Proprietary Rights. Except with respect to Your Content and other User Content, you acknowledge and agree that all Content, whether publicly posted or privately transmitted and the Services, as well as all derivative works thereof, are owned by Gridline or other parties that have licensed their material to Gridline, and are protected by copyright, trademark, and other intellectual property laws. Except as specifically permitted herein, Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior consent of Gridline or such third-party that owns the Content. All rights not expressly granted herein by Gridline and/or its licensors to you are reserved by Gridline and/or its licensors. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
2.5. Trademarks/Service marks, Logos, Slogans and Taglines. All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of Gridline or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of Gridline, or such third-party that may own the trademark, service mark, logo, slogan or tagline. Third party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
2.6. License to Your Content. Subject to any applicable account settings that you select, you grant Gridline a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You agree that you, not Gridline, are responsible for all of Your Content.
2.7. Restrictions on Your Use of Content. You may access and use Content solely for your information and personal, non-commercial use, as intended through the provided functionality of the Services and permitted under this User Agreement. Any modification of the Content, use of the Content on any web site or networked computer environment, or use of the Content for any purpose other than personal, non-commercial use, without the prior consent of Gridline or its licensors, as applicable, is a violation of the copyright, trademark, and other proprietary rights in the Content and is expressly prohibited. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services that prevent or restrict the use or copying of any Content and not to alter, remove, or falsify any attributions or other proprietary designations of origin or source of any Content appearing on the Site. You shall not download any Content unless you see a “download” or similar link displayed by us on the Site for such Content. We do not have an obligation to detect the presence of Harmful Code (as defined in “Restrictions on the use of your Services” below). If you download any Content from the Site, you do so at your own risk. You agree that you are responsible for your own conduct while using the Site or Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with this User Agreement, the Privacy Policy, and any applicable law, rules or regulations (including, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws).
2.8. Restrictions on the Use of Services. You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state therefore. You shall not take any action or post or transmit via the Services any Content (a) under a false name; (b) that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, misleading, deceptive or hateful to any person, including Gridline; (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others; (d) that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (e) that involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Gridline’s prior written consent; or (f) impersonates any person or entity, including any employee or representative of Gridline. You shall not attempt to disrupt the operation of the Services in any manner, including, but through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means.
3. NON-DISCLOSURE AND CONFIDENTIALITY
In using the Services, you will have access to confidential information of Gridline and its affiliates and their respective clients, brokers, licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of Gridline’s and its affiliates’ clients (collectively, “Confidential Information”).
You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to Gridline) or any unauthorized third party; (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v) to restrict physical and system access to the equipment which contains Confidential Information or which gives access to the Confidential Information (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers); and (vi) to use Confidential Information in compliance with all applicable laws. You shall immediately notify and cooperate fully with Gridline in the event you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under this User Agreement will continue after termination of this User Agreement and termination of access rights hereunder.
4. VISITOR/USER SUGGESTIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to Gridline (collectively, “Feedback”) are not confidential and you hereby grant to Gridline a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.
5. THIRD-PARTY SERVICES
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. We do not exercise control over third party websites, and you acknowledge that Gridline is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. These other websites may place their own cookies or other files on your computer, collect data or solicit personal information from you. Other websites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit. Please be aware that the terms of our Privacy Policy do not apply to these third-party websites.
6. NO RECOMMENDATIONS
6.1. NO FINANCIAL OR INVESTMENT ADVICE. The Services are not intended as financial or investment advice. By providing the Services, Gridline does not intend to provide financial, investment, legal or tax advice and/or any other advice of any kind. Your use of the Services and any decisions you make to invest money relating to opportunities addressed in the Content are at your sole risk. Investments in private securities are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Additionally, investors may receive illiquid and/or restricted securities that may be subject to holding period requirements and/or liquidity concerns.
6.2. NO SOLICITATION OR RECOMMENDATION ADVICE. Content not to be construed as solicitation or recommendation. Gridline does not have investment banking relationships, conduct market making activities, engage in proprietary trading, or have any ownership of any securities issued by a publicly traded company that is the subject of the Services. Gridline’s and its affiliates’ officers, associated persons, or members of their families, may at any time be long or short, purchase or sell, or own options, rights or warrants in any securities of the publicly traded companies discussed in any Content, and may make purchases or sales of these securities. Investment advisory services are provided by Gridline Advisors, LLC, an investment adviser registered with the State of Georgia. Gridline does not provide investment advisory services to individuals or to entities other than Gridline-sponsored private funds (pursuant to an investment advisory agreement with such funds). Content is meant for informational purposes only. Neither the Content nor any opinions expressed therein are a solicitation to purchase or sell any securities or for any other investment-related services. You should consult your portfolio managers, analysts, investment advisers, financial advisors, accountants, attorneys, or investment committees, as applicable, responsible for management of applicable assets before acting on information made available on or through the Services. Content contains forward looking predictions that are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated or projected. Prices are subject to change at any time. Gridline provides Content to you in an effort to provide comprehensive information of a range of possible investment opportunities. Securities discussed in the Content are not suitable for all investors due to different needs, objectives, and financial resources. The securities mentioned may not be registered in every state. Investors should consider these factors when making an investment decision.
Any questions regarding the Content must be addressed to Gridline using the contact information set forth in our Privacy Policy. Information obtained from independent sources other than Gridline (including without limitation, newspapers, magazines, and the internet is furnished for informational purposes only; Gridline has not prepared such sources or approved their contents. The information contained in the Content was obtained from sources believed to be reliable; however, Gridline does not guarantee its accuracy or completeness. Neither Gridline nor any of its affiliates renders tax or legal advice. As such, no one should act upon any tax or legal information contained in the Content without consulting a tax professional or attorney. You acknowledge and agree that (a) Gridline and the individuals and entities that indirectly or directly own and/or control or are employed by Gridline, or are under common ownership and/or control with Gridline, may invest in transactions described in the Content or may and typically will own and/or control the special purpose vehicles that borrow from investors or issue securities described in the Content and (b) the ownership and control relationships described in clause (a) of this sentence may create conflicts between your interests and those of Gridline and/or the parties that own, control or are under common control with or employed by Gridline. You agree to review and analyze all opportunities to invest or lend related to Gridline, including without limitation by consulting professionals and experts as described in the preceding paragraph, before agreeing to lend or invest. You agree and acknowledge that any resulting transaction creates an arm’s length relationship between Gridline and you and does not create any fiduciary or agency relationship or obligation on the part of Gridline or any individual or entity affiliated with Gridline through ownership or control.
6.3. DISCLAIMER. No communication by Gridline, through the Site or any other medium, should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be investment, tax, financial, accounting, legal, regulatory or compliance advice. Nothing on the Site is intended as an offer to purchase or sell securities or a solicitation of any securities transaction. Investing in securities described in the Content on the Site poses risks, including but not limited to credit risk, interest rate risk, and the risk of losing some or all of the money you invest. Before investing in any securities you should: (1) conduct your own investigation and analysis; (2) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (3) consult with your own investment, tax, financial and legal advisors.
The securities described in the Content on the Site are only suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private securities requires long-term commitments, the ability to afford to lose the entire investment, and low liquidity needs. This Site provides preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. This Site does not constitute an offer to sell or buy any securities. No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by and subject to more detailed information in the applicable offering materials. Gridline does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities.
7. INDEMNIFICATION
Without limiting the generality or effect of other provisions of this User Agreement, as a condition of use, you agree to indemnify and hold harmless Gridline and its parents, subsidiaries, affiliates, suppliers, lenders, licensors or service providers and, in each case, their officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (a) Your Content; (b) your use of the Services; (c) your failure to comply with any applicable laws, rules or regulations; (d) your violation of any rights of another party, including another user of the Services; and (e) your breach of any obligations set forth in this User Agreement. Gridline reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Gridline in asserting any available defenses. This provision does not require you to indemnify any of the Indemnified Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You shall not settle any such claim without the written consent of the applicable Indemnified Party. This obligation shall survive this User Agreement and your use of the Service.
8. DISCLAIMER OF WARRANTY
YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GRIDLINE, ITS AFFILIATES AND ANY PERSON ASSOCIATED WITH GRIDLINE AND ITS AFFILIATES, DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Without limiting the foregoing, Gridline does not warrant that access to the Services will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does Gridline, its affiliates, nor any person associated with Gridline or its affiliates, make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Services, including the Content; that defects will be corrected; that our Site or the server that makes it available are free of viruses or other harmful components; or that the Site or any Services or items obtained through the Site will otherwise meet your needs or expectations.
You expressly agree that your use of the Services is at your sole risk. You shall be solely and fully responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you or any person using your login credentials. Gridline cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for your misuse of any of advice, ideas, information, instructions or guidelines accessed through the Services. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or any Services or other proprietary material due to your use of the Site or any Services or items obtained through the Site or to your downloading of any material posted on it, or any website linked to it.
YOU ACKNOWLEDGE AND AGREE THAT GRIDLINE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GRIDLINE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Gridline to monitor such materials and that you access these materials at your own risk.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND CONTENT IS PROVIDED TO YOU ON AN AS IS AND AS AVAILABLE BASIS. YOU UNDERSTAND THAT WE DO NOT GUARANTEE THE ACCURACY, SAFETY, INTEGRITY OR QUALITY OF CONTENT AND YOU HEREBY AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF ANY CONTENT, INCLUDING ANY RELIANCE ON THE CONTENT, INTEGRITY, AND ACCURACY OF SUCH CONTENT. BY ACCESSING CONTENT YOU ACKNOWLEDGE AND AGREE THAT GRIDLINE DOES NOT ENGAGE IN THE BUSINESS OF EFFECTING SECURITIES TRANSACTIONS AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR AS A BROKER-DEALER AND DOES NOT CONDUCT ANY ACTIVITY THAT WOULD REQUIRE SUCH REGISTRATION.
Without limiting the limitation of liability above, in the event of any problem with the Services, you agree that your sole and exclusive remedy is to cease using the Services. Except to the extent permitted by applicable law, under no circumstances shall Gridline, its parents, subsidiaries, affiliates, officers, directors, agents or employees (“Gridline Parties”) be liable in any way for your use of Services, including, but not limited to, any errors or omissions in the Services, any infringement by the Services of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of the Services.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
9. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ANY GRIDLINE PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE, EVEN IF GRIDLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A GRIDLINE PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A GRIDLINE PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A GRIDLINE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE GRIDLINE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO GRIDLINE BY YOU DURING THE THREE(3)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A GRIDLINE PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A GRIDLINE PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A GRIDLINE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
GRIDLINE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GRIDLINE AND YOU.
10. You hereby release Gridline and hold it and its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services. You waive the provisions of any state or local law limiting or prohibiting a general release. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any products or services sold or provided on any linked sites or otherwise by third parties other than Gridline and received through the Services or any linked sites.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
11. TERMINATION/EXCLUSION
You understand that the Services are provided as a courtesy to you and that we may modify, suspend or terminate all or a portion of the Services at any time in our discretion without prior notice to you. We reserve the right, in our sole discretion, to revoke, terminate or suspend any privileges associated with accessing the Services for any reason or for no reason whatsoever, including improper use of the Services or failure to comply with these Terms of Use, and to take any other action, including without limitation denial of a registration, as we deem appropriate. You agree that Gridline shall not be liable to you or any third party for any termination of your access to the Services. Account termination may result in the forfeiture and destruction of all information associated with your account.
If you wish to terminate your account, you may do so by contacting Gridline’s customer service at support@240703589306.multi.phpstg.com. Upon termination of this User Agreement and/or your account, you shall destroy and remove from all computers, and other storage media all copies of Content, excluding Your Content, that you acquired through the Services and cease using the Services immediately. Any fees paid to Gridline are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Site or Services incurred prior to such termination.
Notwithstanding anything to the contrary, if you have invested in an investment fund offered on the Site, Gridline will continue to provide you all investor information that is required to be delivered under applicable law through a durable medium.
Gridline reserves the right to access, disclose, review and store any User Content, including Your Content as it believes reasonably necessary to (a) comply with applicable law, rule, regulation, legal process or governmental request; (b) address potential and actual fraud, security, or technical issues; (c) protect the safety, property and rights of Gridline, other users or the public; (d) investigate any potential violations of or otherwise enforce this User Agreement; and (e) address support requests.
All provisions of the User Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12. GOVERNING LAW AND JURISDICTION
This User Agreement shall be governed by the laws of the State of Delaware without regard to its rules on conflicts or choice of law that would require or permit the application of the laws of any other jurisdiction. BY AGREEING TO THESE TERMS OF USE AND USING THE SITE AND THE SERVICES, YOU AGREE TO SUBMIT TO PERSONAL JURISDICTION IN THE STATE OF DELAWARE FOR ALL PURPOSES AND YOU AGREE TO WAIVE, TO MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY FOR ANY MATTER. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this User Agreement. You understand that you may consult with counsel about agreeing to this User Agreement, and you agree that by using the Site, and the Services, you are voluntarily accepting the User Agreement.
13. INTERNATIONAL USE
Due to the global nature of the Internet, this Site may be accessed by users in countries other than the United States. We make no warranties that materials on this website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this Site, then you should not do so. Those who choose to access this Site outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any Gridline information, data, or materials provided by Gridline in violation of the United States export laws or regulations.
14. MISCELLANEOUS
This User Agreement constitutes the sole agreement between you and Gridline for your use and the provision of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this User Agreement shall bind either you or Gridline. Any of the terms of this User Agreement which are determined to be invalid, unlawful, void, or for any reason unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this User Agreement or affecting the validity or enforceability of this User Agreement as a whole. Failure to insist on performance of any of the terms of this User Agreement will not operate as a waiver of any subsequent default. No waiver by Gridline of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part without Gridline’s prior written consent, and any attempted assignment, transfer or delegation in violation of the foregoing will be null and void. This User Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. The communications between you and Gridline may take place via electronic means, whether you visit the Services or send Gridline e-mails, or whether Gridline posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Gridline in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Gridline provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). Gridline shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
15. CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS; ELECTRONIC DELIVERY SYSTEM
By agreeing to electronic delivery, I am giving my informed consent to electronic delivery of Gridline’s terms and conditions, agreements, notices, disclosures, statements, regulatory communications (such as privacy notices), tax-related documents, and any other information, documents, data, and records regarding my Gridline account and the Services (including amendments to this Agreement) (“Account Documents”), other than those I have specifically requested to be delivered in paper form. Account Documents may be sent to me at the mailing address for my Gridline account or the email address that I have given to you during account registration or at such other address as I may hereafter give you in writing or by email at least ten calendar days prior to delivery. All communications so sent, whether in writing or otherwise, shall be deemed given to me personally when sent or posted by or on behalf of Gridline, whether actually received or not. I agree that if you send an email to the email address on record for my Gridline account, this constitutes “written notice” from Gridline to me, and that the date of receipt is considered to be the date of transmission. I understand that it is my sole responsibility to ensure that any emails from you are not marked as SPAM. I acknowledge that your primary methods of communication with me include (A) posting information via the Gridline website, (B) sending email(s) to my email address of record, and (C) providing me with notice(s) that will direct me to the Gridline website where I can read and print such information. Unless otherwise required by law, you reserve the right to post Account Documents on the Gridline website without providing additional notice to me. Regardless of whether or not I receive an e-mail notification, I agree to check the Gridline website regularly to avoid missing any information, including time-sensitive or otherwise important communication. Additionally, I acknowledge that the Internet is not a secure network and agree that I will not send any confidential information, including account numbers or passwords, in any unencrypted e-mails. I also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and agree to hold you, your affiliates, and your and your affiliates’ respective officers and employees harmless for any such access regardless of the cause.
Responsibility to Review Account Documents. I agree to promptly and carefully review all Account Documents when they are delivered and notify Gridline in writing within ten calendar days of delivery if I object to the information provided. If I fail to object in writing within ten calendar days of delivery, Gridline is entitled to treat such information as accurate and conclusive.
Costs. Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and I agree to bear these costs. Gridline and its affiliates will not charge me additional online access fees for receiving electronic delivery of Account Documents.
Revocation of Consent. Subject to these Terms of Use, I may revoke or restrict my consent to electronic delivery of Account Documents at any time by notifying Gridline in writing of my intention to do so. I also understand that I have the right to request paper delivery of any Account Document that the law requires Gridline to provide me in paper form. I understand that if I revoke or restrict my consent to electronic delivery of Account Documents or request paper delivery of same, Gridline, in its sole discretion, may charge me a reasonable service fee for the delivery of any Account Document that would otherwise be delivered to me electronically, restrict or close my Gridline account, or terminate my access to the Services. I understand that neither my revocation or restriction of consent, my request for paper delivery, nor Gridline’s delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while my consent was in effect.
Duration of Consent. My consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either I or Gridline revoke it. I understand that it may take up to three business days to process a revocation of consent to electronic delivery, and that I may receive electronic notifications until such consent is processed.
Hardware and Software Requirements. I understand that in order to receive and download electronic deliveries, I must have access to the Internet, a valid e-mail address, and the ability to download such applications as Gridline may specify and to which I have access. I agree that I can download, save, or print any Account Documents I receive via electronic delivery for my records. I will maintain a valid e-mail address and continue to have access to the Internet.
16. QUESTIONS, COMPLAINTS, CLAIMS If you have any questions, complaints or claims with respect to the Services, please contact us at:
info@gridline.co. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
17. NOTICE Where Gridline requires that you provide an e-mail or physical address, you are responsible for providing Gridline with your most current e-mail or physical address. In the event that the last e-mail address you provided to Gridline is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this User Agreement, Gridline’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Gridline at the following address:
info@gridline.co. Such notice shall be deemed given when received by Gridline.
18. COPYRIGHT COMPLAINTS
If you believe that any Content infringes upon your copyrights, you may submit a written notification to our Copyright Agent, pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. 512 (c)(3), with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Gridline’s Copyright Agent for notice of claims of copyright infringement is as follows: Gridline, LLC,10 10th St NW, Suite 160, Atlanta, GA 30309. You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512 (c)(3), your DMCA notice may not be valid.
19. EXPORT CONTROL
You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are 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) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Gridline are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Gridline’s products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
20. CONSUMER COMPLAINTS
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
