1. Definitions1.1 "Applicable Law" means all applicable laws, rules, and regulations, including, without limitation, the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the "
Advisers Act"), the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "
Securities Act"), applicable state securities laws, and all federal, state, and international laws relating to privacy and data protection.
1.2 "Affiliates" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, such person or entity. For purposes of this definition, "
control" means the ownership, directly or indirectly, of fifty percent (50%) or more of the outstanding voting securities or other ownership interests of such person or entity, or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise.
1.3. "Content" means Input and Output collectively.
1.4. "Customer Data" means materials owned or controlled by you, including any data uploaded, inputted, or submitted by you through the Platform. Customer Data does not include Gridline Insights Materials.
1.5. "Data Protection Laws" means all laws and regulations applicable to the processing of Personal Data under this Agreement, including, but not limited to, the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), the EU General Data Protection Regulation (GDPR), and other federal, state, and international laws relating to privacy, data protection, data security, and data breach notification.
1.6 "De-Identified Data" means Content that Gridline Insights has de-identified, and may also have aggregated, using standard industry practices such as masking to avoid identifying or associating you or a specific individual, company, or Confidential Information.
1.7 "Gridline Insights" means Gridline Insights, LLC, a Delaware limited liability company.
1.8 "Gridline Insights Associates" means Gridline Insights and each of its Affiliates, members, managers, shareholders, directors, officers, partners, employees, agents, successors, or assigns.
1.9 "Gridline Insights Materials" means all hardware, software, source code, object code, models, algorithms, data sets, training data, documentation, user interfaces, designs, workflows, processes, methods, know-how, trade secrets, report designs, information gathering or reporting techniques, prompts labeled as "official prompts," licensed content from third parties, and all other property commonly referred to as intellectual property used by Gridline Insights in connection with the Service, including any improvements, modifications, enhancements, updates, or derivative works thereof.
1.10 "Input" means data, information, or materials provided by you to the Platform, including but not limited to queries, documents, files, fund documents, compliance records, and other materials submitted or uploaded by you.
1.11 "Non-Gridline Insights Applications" means any software, applications, platforms, systems, integrations, tools, services, or other technology that is not developed, owned, controlled, licensed, or provided by Gridline Insights, including without limitation any third-party software, customer-developed applications, open-source software, browser extensions, plugins, APIs, or other technology solutions that may be used in connection with or alongside the Service.
1.12 "Output" means data, information, or materials generated by the Platform in response to Inputs, including compliance analyses, document reviews, regulatory summaries, and other AI-generated content.
1.13 "Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, identification number, location data, online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
1.14 "Platform" means Gridline Insights's proprietary software-as-a-service platform and technology, including all materials, templates, and works contained therein and any modifications, updates, or upgrades of the same.
1.15 "Privacy Policy" means Gridline Insights's
privacy policy.
1.16 "SEC" means the U.S. Securities and Exchange Commission.
1.17 "Service" means Gridline Insights's provision of the Platform and any related features, functionality, or support.
1.18 "Subscription Term" means the period of time you have subscribed to the Service (e.g., annually or quarterly).
1.19 "Third-Party Information" means any content, data, or information not originating from your users, but from external, public, or internet-based sources, excluding licensed content from third parties within the scope of Gridline Insights Materials.
2. Use of the Service2.1 Registration. You must register and create a Gridline Insights account (an "
Account"). If your Account is part of a Company's organizational account (an "
Organization"), the administrator(s) of the Organization are responsible for ensuring individual users comply with this Agreement. The administrator(s) of the Organization may have access to all Customer Data of any user that is part of the Organization. You are responsible for the acts and omissions of any person who accesses the Account using credentials created by you. You will promptly notify Gridline Insights upon becoming aware of any unauthorized use of your Account.
2.2 License and Access. Subject to this Agreement, including payment, Gridline Insights grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license to permit users within your organization to access and use the Service on a per-entity basis as set forth in your subscription for your internal business purposes. Gridline Insights grants you a non-exclusive, perpetual right and license to use, display, distribute, publish, reproduce, and produce derivative works of any Gridline Insights Materials directly incorporated in the Output to further such business purposes; provided that you shall not use any Gridline Insights Materials contained in the Output to (a) develop, train, or improve any product or service that competes with Gridline Insights, (b) reverse engineer or extract underlying models, algorithms, or data, or (c) otherwise use Gridline Insights Materials in a manner that would compete with or harm Gridline Insights or any of its Affiliates.
3. User Obligations3.1 Responsibility for Content. You are fully responsible for having the necessary licenses to provide Customer Data to Gridline Insights (and its subcontractors and service providers). You are responsible for the accuracy, completeness, and lawfulness of the Content, including compliance with applicable data privacy laws. You are responsible for your use of Content and for ensuring such use does not violate Applicable Law or this Agreement.
3.2 Responsibility for Review of Outputs. You acknowledge and agree that:
(a) The Service utilizes artificial intelligence technologies that may produce Output that is inaccurate, incomplete, misleading, or inconsistent ("
AI Limitations"). AI Limitations include, without limitation: (i) factual inaccuracies or fabricated information (commonly referred to as "
hallucinations"); (ii) outdated or superseded legal, regulatory, or compliance information; (iii) potential biases embedded in underlying AI models resulting from training data or algorithmic design; (iv) misinterpretation of context, nuance, or jurisdiction-specific requirements; and (v) incomplete analysis of complex regulatory frameworks.
(b) Output is generated based on the Inputs you provide. The quality, accuracy, and relevance of Output is directly dependent on the quality, accuracy, and completeness of your Inputs. Incomplete, inaccurate, or ambiguous Inputs may result in unreliable Output.
(c) You are solely responsible for independently reviewing, verifying, and validating all Output before use or reliance. You must not rely on any Output without independent verification by a qualified professional. You bear full responsibility for any decisions, filings, disclosures, or actions taken in reliance on the Output.
(d) The Service is a support tool and does not replace the judgment of qualified legal, compliance, tax, accounting, or investment professionals. You shall evaluate and accept responsibility for the results of the Service, review and approve all Output, and promptly inform Gridline Insights of any errors you are in a position to identify.
3.3 Regulatory and Securities Law Compliance. You acknowledge and agree that:
(a) The Service is not investment advice, legal advice, tax advice, or accounting advice. Nothing in the Service or the Output constitutes an offer to buy or sell, or a solicitation of an offer to buy or sell, any security or other financial instrument.
(b) Gridline Insights is not a registered investment adviser, broker-dealer, transfer agent, or financial institution. Gridline Insights is not a fiduciary with respect to you, your investors, your funds, or any other person.
(c) Gridline Advisors, LLC, an affiliate of Gridline Insights, is a registered investment adviser with the State of Georgia. The services provided by Gridline Advisors, LLC are separate and distinct from the Service, and nothing in this Agreement creates any advisory or fiduciary relationship between you and Gridline Advisors, LLC.
(d) You are solely and exclusively responsible for ensuring that you, your funds, and your operations comply with all Applicable Law, including the Securities Act, the Advisers Act, applicable state securities laws (including blue sky laws), anti-money laundering laws, and any other applicable regulations. Gridline Insights does not monitor and is not responsible for your compliance with Applicable Law.
(e) To the extent you use the Service to prepare, review, or analyze offering documents, Form D filings, regulatory disclosures, investor communications, or similar materials, you remain solely responsible for the accuracy, completeness, and legal sufficiency of all such materials. The Service is provided as a support function and does not limit or modify your responsibility for compliance.
(f) If you are an investment adviser registered with the SEC or any state securities regulator (or properly exempt from registration), you are responsible for making all necessary and appropriate disclosures in Form ADV or other regulatory filings related to your use of the Service, including disclosures related to the use of artificial intelligence in your compliance processes.
3.4 Service Restrictions. You agree you will not access or use the Service to:
(a) Violate any third party's rights or Applicable Law;
(b) Compromise, circumvent, or interfere with the integrity, security, or performance of the Platform or any data contained therein;
(c) Modify, reverse engineer, or create derivative works of the Platform, except as permitted by law;
(d) Make the Service available to any third party;
(e) Sell, resell, rent, lease, or offer any time-sharing arrangement, service bureau, or any service based on the Output or Service;
(f) Compete with Gridline Insights or any of its Affiliates or monitor the availability, functionality, or performance of the Service for any competitive purpose;
(g) Introduce or attempt to introduce any malware, viruses, Trojan horses, worms, or other harmful software or data into the Service;
(h) Manipulate the Output to generate prohibited content or breach confidentiality;
(i) Use the Output as the sole or primary basis for any regulatory filing, investor communication, or legal document without independent review by a qualified professional; or
(j) Provide any personally identifiable health data, payment card industry data, classified information, or data subject to the International Traffic in Arms Regulations.
4. Inputs and Outputs4.1 License to Gridline Insights. You grant Gridline Insights and its licensors a non-exclusive, worldwide, sublicensable, royalty-free license to use Content and Customer Data to provide the Service, to address or prevent technical problems, or as otherwise may be required by law.
4.2 Customer Data Ownership. As between the parties, you retain all right, title, and interest (including intellectual property rights) in and to Customer Data and Content (excluding Gridline Insights Materials). You may delete Content at any time from within the Platform. If you wish to have all of your Content erased, you may submit a written request to support@gridline.co. Gridline Insights will delete such Content from all systems within an industry-standard timeframe; provided that Gridline Insights may retain information it is required to retain under Applicable Law.
4.3 Data Privacy and Security. Gridline Insights encourages you to remove all personally identifiable information from Customer Data before submitting it to the Service. To the extent Personal Data is shared with Gridline Insights, the parties agree to the use, transfer, processing, and storage of such data in accordance with the Privacy Policy and applicable Data Protection Laws. Gridline Insights is a "
Service Provider" under the CCPA and similar laws. Gridline Insights uses commercially reasonable and industry-standard security, technical, and organizational practices and safeguards, including: (a) encryption of Personal Data in transit and at rest; (b) access controls and authentication mechanisms; (c) regular testing and evaluation of the effectiveness of security measures; and (d) a written information security program containing administrative, technical, and physical safeguards appropriate to the nature and scope of its operations.
4.4 Output; AI-Specific Acknowledgments. Given the nature of the Service and artificial intelligence:
(a) Output may not always be unique, accurate, or complete. Other users may receive similar or identical Output.
(b) Output may contain AI hallucinations, meaning the AI may generate information that appears authoritative but is fabricated or materially inaccurate. This includes, without limitation, fabricated citations, incorrect regulatory references, inaccurate summaries of legal requirements, and misstatements of compliance obligations.
(c) AI models underlying the Service may reflect inherent biases present in training data or algorithmic design. Such biases may affect the completeness or framing of Output, including the treatment of jurisdiction-specific rules, emerging regulatory guidance, or novel compliance scenarios.
(d) Output is generated programmatically in response to Inputs and is not reviewed by a human before delivery to you. Gridline Insights does not verify, validate, or approve individual Outputs.
(e) Output may incorporate Third-Party Information. Gridline Insights does not manage or control Third-Party Information and assumes no responsibility for it.
(f) Your rights to Output under this Agreement do not extend to other users' data. Content belonging to you is strictly segregated and will not be accessible by other users outside of your Organization.
4.5 Gridline Insights Materials. Gridline Insights and its licensors own all right, title, and interest (including all intellectual property and proprietary rights) in and to all elements of the Service, including the Gridline Insights Materials. All rights not expressly granted to you under this Agreement are reserved by Gridline Insights and its licensors. Nothing in this Agreement transfers or assigns any ownership rights in the Gridline Insights Materials to you.
4.6 De-Identified Data. Subject to Gridline Insights's confidentiality obligations, Gridline Insights will have the right to use De-Identified Data for the following purposes: (a) improving the quality and functionality of the Service; (b) creating and providing anonymized and aggregated benchmarking data, reports, and analytics to Gridline Insights customers as part of the Service or related offerings; (c) developing new products and services; and (d) conducting internal research. Gridline Insights commits to employing industry-standard measures to prevent re-identification. Once Content is de-identified so that it can no longer be associated with you, your Organization, an individual, a company, or your Confidential Information, such De-Identified Data is not Customer Data or your Confidential Information.
4.7 No AI Model Training on Customer Data. Gridline Insights will not use your Content to train artificial intelligence models. Gridline Insights will not disclose or use your Customer Data for any commercial purpose unrelated to the uses identified in this Agreement without your written consent.
4.8 Feedback. You may, on an entirely voluntary basis, submit feedback or suggestions ("
Feedback"). All Feedback is the property of Gridline Insights, and Gridline Insights may use and modify such Feedback without restriction or payment.
5. Confidential Information5.1 Scope. "
Confidential Information" means all non-public information, including data and technology, disclosed by a party (the "
Disclosing Party") to the other party (the "
Receiving Party") that a reasonable person should understand to be confidential due to the circumstances of disclosure or the nature of the information. Confidential Information excludes information that: (i) is in the public domain without fault of the Receiving Party; (ii) was known by the Receiving Party from its own sources prior to disclosure; (iii) is received from a third party not under a confidentiality obligation; (iv) is independently developed without access to the Disclosing Party's Confidential Information; or (v) is released from confidential treatment by written consent.
5.2 Obligations. The Receiving Party agrees not to disclose or use Confidential Information for any purpose other than as required for the performance of this Agreement, without the prior written consent of the Disclosing Party. The Receiving Party will take all necessary and reasonable precautions to prevent disclosure to unauthorized third parties. Each party may retain Confidential Information for the longer of seven (7) years or as required by law.
5.3 Compelled Disclosure. If the Receiving Party is legally required to disclose Confidential Information, it must, unless prohibited by law: (i) promptly notify the Disclosing Party; and (ii) provide reasonable assistance in seeking a protective order. The Receiving Party will disclose only the portion of Confidential Information that is legally necessary.
5.4 Regulatory Disclosures. Gridline Insights and its Affiliates are subject to U.S. federal and state securities laws and may make disclosures as they deem necessary to comply with such laws.
5.5 Injunctive Relief. Any material breach or threatened material breach of this Section 5 will entitle the Disclosing Party to seek injunctive relief and reasonable attorneys' fees, in addition to any other legal remedies available.
6. Fees and Payment6.1 Payment. Fees are payable in advance on an annual or quarterly basis, as specified in your subscription. Gridline Insights will invoice you through its payment processor, and you shall pay fees upon receipt of the applicable invoice. All invoices will be paid in U.S. dollars. Payments will be made without the right of set-off or chargeback. All payments are non-refundable regardless of actual usage, and all commitments are non-cancellable. Gridline Insights reserves the right to increase fees at renewal of the applicable Subscription Term.
6.2 Taxes. Fees do not include any sales, use, value-added, import, export, or excise taxes ("
Taxes"). You are responsible for paying all Taxes associated with your purchase unless you provide a valid tax exemption certificate.
6.3 Future Functionality. Your purchase relies only on the features and functions of the Service currently available as a generally available release. Gridline Insights makes no commitment to deliver any future features or functions, and the development, release, and timing of any features or functions remains in Gridline Insights's sole discretion.
7. Warranties and Disclaimer7.1 Limited Warranty. Gridline Insights warrants that: (i) it will provide the Service in a professional and workmanlike manner in accordance with generally accepted industry practice; and (ii) during the Subscription Term, the Platform will materially perform in accordance with any documentation provided by Gridline Insights. This warranty does not apply to (a) any use not in accordance with documentation or this Agreement, or (b) any defect attributable to software, hardware, or a product not supplied by Gridline Insights.
7.2 Remedies. In the event of a breach of Section 7.1, your sole and exclusive remedy is reperformance or correction of any non-conforming Service. If correction or re-performance is not commercially feasible within thirty (30) days of notice from you, you may terminate upon written notice, and Gridline Insights will promptly refund all prepaid, unused fees for the terminated Subscription Term.
7.3 Disclaimer. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GRIDLINE INSIGHTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GRIDLINE INSIGHTS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
YOU ACKNOWLEDGE AND AGREE THAT:
(A) OUTPUT MAY BE INCOMPLETE, INACCURATE, OR CONTAIN FABRICATED INFORMATION (HALLUCINATIONS), AND THE ACCURACY OF ARTIFICIAL INTELLIGENCE MODELS CAN NEVER BE GUARANTEED;
(B) OUTPUT MAY REFLECT BIASES INHERENT IN AI MODEL TRAINING DATA OR ALGORITHMIC DESIGN;
(C) OUTPUT IS GENERATED PROGRAMMATICALLY AND IS NOT REVIEWED, VERIFIED, OR APPROVED BY A HUMAN BEFORE DELIVERY;
(D) YOUR USE OF OR RELIANCE UPON OUTPUT IS AT YOUR SOLE RISK;
(E) YOU ARE RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VERIFYING, AND VALIDATING ALL OUTPUT AND FOR ENSURING THAT YOUR USE OF OUTPUT COMPLIES WITH ALL APPLICABLE LEGAL, REGULATORY, AND PROFESSIONAL OBLIGATIONS;
(F) GRIDLINE INSIGHTS IS NOT AN INVESTMENT ADVISER, BROKER-DEALER, OR FIDUCIARY WITH RESPECT TO YOU OR ANY FUND, AND NOTHING IN THE SERVICE OR OUTPUT CONSTITUTES AN OFFER TO BUY OR SELL, OR A SOLICITATION OF AN OFFER TO BUY OR SELL, ANY SECURITY; AND
(G) THE SERVICE IS NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES WHERE FAILURE COULD LEAD TO PERSONAL INJURY OR SEVERE ENVIRONMENTAL DAMAGE.
IN NO EVENT SHALL GRIDLINE INSIGHTS OR ITS LICENSORS HAVE ANY LIABILITY ARISING FROM YOUR USE OR RELIANCE ON ANY OUTPUT.
8. Limitation of Liability8.1 Indirect Damages Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Direct Damages Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY'S TOTAL, AGGREGATE LIABILITY EXCEED THE GREATER OF (A) THE AMOUNT PAID OR PAYABLE BY YOU FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).
8.3 Allocation of Risk. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT GRIDLINE INSIGHTS'S PRICING AND THE SERVICE ARE BASED UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY HEREIN. THESE TERMS FAIRLY ALLOCATE RISK BETWEEN THE PARTIES AND FORM THE ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND GRIDLINE INSIGHTS.
9. Indemnification9.1 By Gridline Insights. Gridline Insights will, at its expense, defend or settle any claim brought against you by an unaffiliated third party that the Service infringes the intellectual property rights of a third party ("
Infringement Claim") and will indemnify you against any settlement consented to by Gridline Insights or damages finally awarded by a court of competent jurisdiction. Gridline Insights has no indemnification obligation to the extent the Infringement Claim is attributable to (a) your Customer Data, (b) Non-Gridline Insights Applications, (c) your modifications to Output, (d) Third-Party Information, or (e) use of the Service in violation of this Agreement. This states the entire liability and obligations of Gridline Insights, and your exclusive remedy, for any actual or alleged infringement.
9.2 By You. You agree to defend, indemnify, and hold harmless Gridline Insights Associates from and against any unaffiliated third-party claims, damages, obligations, losses, liabilities, costs, or expenses (including attorneys' fees) arising from: (a) your Customer Data, including any claim that Customer Data infringes or violates any third party's rights or Applicable Law; (b) your use of Output in a manner that violates Applicable Law or any third party's rights; (c) your reliance on Output without independent verification; (d) any regulatory action, investigation, or proceeding arising from your use of the Service or Output; or (e) any securities law violation arising from your use of the Service, including violations related to offering documents, investor communications, or regulatory filings.
9.3 Conditions. The obligations of the parties in this Section 9 are conditioned upon the indemnified party (i) promptly notifying the indemnifying party in writing of any claim, (ii) providing reasonable assistance in connection with the defense, and (iii) tendering sole control over the defense and settlement of the claim to the indemnifying party.
10. Term and Termination10.1 Term. This Agreement remains in effect until either you or Gridline Insights terminates it. The initial Subscription Term is one (1) year from the date of your first subscription payment. Subscriptions will automatically renew for successive one (1) year periods unless you provide written notice of termination to legal@gridline.co at least thirty (30) days before the end of the then-current Subscription Term. You may terminate your Account at any time upon written notice; however, such termination will be effective only at the end of the then-current Subscription Term, and no refunds will be provided. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches and does not cure such breach within thirty (30) days of written notice.
10.2 Suspension. Gridline Insights may suspend your access to the Service if you: (a) are in material breach and fail to cure within ten (10) days of written notice; or (b) have failed to pay fees when due and do not cure within ten (10) days of written notice. No refunds are available for suspension.
10.3 Auto-Renewal. Subscriptions will automatically renew at the end of each Subscription Term unless you cancel by providing written notice before the end of the Subscription Term. Renewal will be at the then-current published pricing.
10.4 Effect of Termination. Upon termination, you shall cease use of the Service. Sections 1, 4, 5, 6, 7, 8, 9, 11, and 12 survive termination.
11. Governing Law, Jurisdiction, and Dispute Resolution11.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
11.2 Dispute Resolution. For any dispute, you agree to first contact Gridline Insights at legal@gridline.co and attempt to resolve the dispute informally for thirty (30) days. If unsuccessful, disputes shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be conducted by a single arbitrator in Atlanta, Georgia, in English. The arbitration award shall be final and binding. Each party shall bear its own costs; arbitration fees shall be shared equally. Either party may seek injunctive relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's data security, intellectual property, or other proprietary rights.
11.3 Jury Trial and Class Action Waivers. YOU AND GRIDLINE INSIGHTS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND GRIDLINE INSIGHTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
11.4 Limitation. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
12. General12.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Gridline Insights relating to the subject matter herein. Gridline Insights may modify this Agreement at any time. Your continued use of the Service after the effective date of any modification constitutes acceptance. If you disagree with a material modification, you may terminate by providing written notice before the effective date of the change, with termination effective at the end of the current Subscription Term.
12.2 Assignment. Neither party may assign its rights under this Agreement without the prior written consent of the other party, which may not be unreasonably withheld. Gridline Insights may assign or transfer this Agreement to a successor in connection with the sale of all or substantially all of its business or assets. Subject to this section, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
12.3 No Partnership or Agency. Each party is an independent contractor. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture, constitute either party the agent of the other, or authorize either party to make commitments on behalf of the other.
12.4 Force Majeure. Neither party will be liable for failure to perform any obligation where such failure results from events beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, strikes, third-party hardware or software failure, Internet service provider failures, denial-of-service attacks, or passage of law. If the period of non-performance exceeds ninety (90) days, the unaffected party may terminate this Agreement on thirty (30) days' written notice.
12.5 Logo Use. Gridline Insights may identify you or your Company as a user of the Service, including by using your name and logo, on its website and in marketing materials.
12.6 Notices. All notices must be in writing (in English) and sent to the email address registered to your Account or, if to Gridline Insights, to legal@gridline.co. Either party may update its email address for notices by providing notice in accordance with this section.
12.7 Severability. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties' intention, and the remaining provisions will remain in full force and effect.
12.8 Waiver. A party's failure to exercise any right or provision of this Agreement will not constitute a waiver of such right or provision.
12.9 Export Compliance. The Platform is controlled and operated from the United States and is subject to U.S. export laws and regulations. You represent that you are not located in, and will not access or use the Platform in, any U.S. embargoed country or region, or contrary to any U.S. export laws or regulations.
12.10 Electronic Signatures. The parties agree that electronic signatures shall be as valid as original signatures and effective to bind the parties to this Agreement.
