Terms of Use

THESE TERMS OF USE (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU, AS THE END USER, AND ORANGEGRID, LLC (HEREINAFTER “ORANGEGRID”). YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY USING ORANGEGRID’S SERVICES, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

ORANGEGRID MAY, IN ORANGEGRID’S SOLE AND ABSOLUTE DISCRETION, MODIFY THESE TERMS AND CONDITIONS AT ANY TIME OR CHANGE OR DISCONTINUE THE SERVICES PROVIDED PURSUANT HERETO.

1. Definitions

2. License

OrangeGrid grants you a non-transferable, non-assignable, non-sublicensable, revocable, and non-exclusive license to use the Services that are accessible via the Service Link, subject to the terms and conditions of this Agreement.

3. Restrictions

You shall not, and shall not attempt to: (A) access the Services in any manner other than via the Service Link provided by OrangeGrid; (B) convey, without the prior written consent of OrangeGrid, any information to any third party that would enable such third party to access or provide access to the Services, including without limitation any password or IP address; (C) provide, rent, lease, lend, or use the Services for timesharing, subscription, or service bureau purposes; (D) attempt to sabotage, destroy, hinder, alter or gain unauthorized access to the Services in any way;(E) copy, revise, reverse engineer, decompile, or disassemble the Services, Software, or any data presented therein in whole or in part, nor permit any third party to attempt to do the same; (F) use automated tools, scripts or programs to access or test the Services without prior written consent from OrangeGrid; or (G) use the Service for any other purpose than their intended use.

4. Further Agreements

You acknowledge and agree that neither OrangeGrid nor its employees, directors, officers, or shareholders shall have any responsibility as a result of this Agreement for decisions made or actions taken or not taken in connection with the your use of the Services or Software.

5. No Warranties

ORANGEGRID MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, AVAILABILITY OR COMPLETENESS OF THE SERVICES.  THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ORANGEGRID DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, WHETHER EXPRESS, IMPLIED OR STATUTORY.

6. No Liability For Damages; Exclusive Remedy

IN NO EVENT WILL ORANGEGRID BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES OR SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY SET FORTH BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST ORANGEGRID WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES OR SOFTWARE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

7. Title

8. The Software

9. Indemnity

You shall defend, indemnify and hold harmless OrangeGrid, its subsidiaries and affiliates, and each of their respective officers, directors, agents, employees and assigns, from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by them in connection with any third party claim arising out of: (i) your use of the Services; (ii) the infringement of any intellectual property rights of any third party by any information or data uploaded by you; (iii) violations of laws addressing privacy, data protection and information security, and other laws, rules or regulations related to any information or data held by, uploaded by, presented to or delivered to you; and (iv) all decisions, judgments and actions taken or not taken in conjunction with the use of the Services.

10. Governing Law; Disputes

This Agreement shall be governed by the laws of the State of California, notwithstanding any conflicts of law principles. All disputes hereunder shall be resolved in the applicable state or federal courts of Orange County, California. You consent to the personal and exclusive jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.

11. Waiver

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

12. Severability

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement.

13. Entire Agreement

You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and OrangeGrid with respect to the use of the Services and Software, and supersedes all previous agreements, if any, regarding your use of the Services and Software, whether oral or written.