griddig Terms of Service

Last Updated June 18, 2013

These Terms of Service (“Terms”) are a legal agreement between you and griddig, Inc. (“we” or “griddig”). “You” refers to each person or entity that uses the Service.

Scope

griddig allows prospective tenants, landlords, real estate brokers, architects, contractors and other service providers to collaboratively facilitate commercial real estate transactions by providing searchable commercial real estate listings; comprehensive building data; community-driven provider and building reviews; space planning tools; lease and tenant comparison analysis; space tour planning and mapping; articles; electronic communications between representatives of the potential parties to the real estate transaction; and real estate document repository, exchange and execution features along with form transaction documents. The “Services” described in these Terms of Use include the griddig services provided to you on the griddig.com website, including content, updates and new releases.

By clicking “I AGREE” indicating acceptance electronically, or by accessing or using the Services, you agree to the provisions in these Terms, griddig’s Privacy Policy, ordering, activation, pricing and payment terms and special terms relating to other services we may provide from time to time (collectively the “Agreement”). If you register for an account on behalf of an entity, you represent and warrant that you have the authority to bind the entity to this Agreement. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement, and do not use the Services.

These Terms are immediately effective upon your use of or access to the Services. The effective date of the Agreement shall be the date listed as the start date for Services on the registration page or order form, and the initial term of this Agreement will be the term stated there, unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for additional periods equal to the initial term unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to expiration of such initial term or the then-current renewal term.

Your Rights To Use The Services

The Services are protected by copyright, trade secret, and other intellectual property laws. griddig and its partners, licensors and suppliers are the owners of all rights in and to the Services except as expressly provided in this Agreement. So long as you meet any applicable payment obligations and comply with this Agreement, griddig grants to you a personal, limited, nonexclusive, nontransferable right to use the Services. You may use the Services only for the purposes described by griddig on the website for the Services. You may need to create an account to use some of the Services. The account you create is for your own personal use (in the case of individual subscribers) or for your own internal business purposes (in the case of entity subscribers) and you may not share it with any other party.

You agree not to use the Services or content on this website in a manner that violates any applicable local, state, federal or international law, regulation or this Agreement.

The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

From time to time we may add additional services or run promotions or contests, which may be subject to additional terms. In the event of a conflict between the terms published for those items or these Terms, such additional terms will govern.

License Restrictions. You agree that you will not:

  1. Use, employ, or attempt to use or employ any robot, spider, scraper, deep link or other similar automated data gathering or extraction programs, tools, utilities, algorithm or methodology to access, acquire, copy or monitor any portion of the Services, without griddig’s express written consent, which may be withheld in griddig’s sole discretion;
  2. Use, employ, or attempt to use or employ any engine, software, tool, agent, or other device or mechanism (including, without limitation robots, spiders, avatars, intelligent agents, or browsers) to navigate or search the Services, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Mozilla Firefox, Microsoft Internet Explorer, or Google Chrome);
  3. Post, upload, forward, or otherwise transmit any file or software code which contains, facilitates, or launches viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services; or
  4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services.
  5. Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
  6. Attempt to access any other griddig systems that are not part of these Services.
  7. Excessively overload the griddig systems used to provide the Services.
  8. Bully, intimidate, or harass any User or member of the public.
  9. Violate any laws, third party rights, or any of your obligation under these Terms.

Content and Materials You Upload to the Services

You warrant and represent that you own or otherwise control the rights to all of information, articles, messages, images, photos, videos, files, personal or technical data, or any other type of information or content (collectively, “Content”) provided to griddig or uploaded to this website through your use of the Services. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. griddig is not responsible for the Content or data you submit through the Services.

You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  1. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
  2. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor);
  3. Except as otherwise permitted by griddig in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  4. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works of any such material, without permission from the copyright owner or intellectual property rights owner.

The Services include features to exchange information with other users of the Services. When you interact with other users: (a) please use respect; and (b) to the extent any Content you provide is made publicly available on the Services, do not reveal information that you do not want to make public. Also be aware that (x) griddig does not support and is not responsible for the accuracy of others’ content on the Services, and (y) users may post hypertext links to content hosted and maintained by third parties for which griddig is not responsible. Any content listed on a third party site or service is subject to the terms of service of such site and not these Terms.

griddig may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect griddig or its customers, or operate the Services properly. griddig, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. We may remove and/or block transmission of any Content or information that you transmit or post using Services if we believe it breaches the above representations and covenants.

Any Content you provide via the Services will be considered non-confidential and non-proprietary. By providing any Content via the Services, you grant griddig the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties the Content for any purpose.

griddig may freely use feedback you provide. You agree that griddig may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. To the extent you retain any ownership interest in any feedback you provide, you grant griddig a perpetual, worldwide, fully transferable, sublicensable, non-revocable, non-terminable, fully paid-up, royalty free license to use the feedback you provide to griddig in any way.

You acknowledge that griddig may establish general practices and limits concerning the use of the Services, including without limitation griddig’s policy on retention and deletion of Content. You further acknowledge and agree that griddig reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Copyright Infringement

We respect the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the Griddig accounts of those who repeatedly infringe the copyright or intellectual property rights of others. If you believe that any Content or other materials accessible from these Services infringe your copyright or other intellectual property rights (e.g., trademark infringement or right of publicity), please contact our Copyright Agent at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or other intellectual property interest; (2) a description of the copyrighted work or other interest that you believe has been infringed; (3) identification of the Content you believe to be infringing in a sufficiently precise manner to allow us to locate that Content; (4) adequate information by which we can contact you, including your address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the copyright or other intellectual property right, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner’s behalf.

If you believe that any Content you posted via the Services that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner or the owner of the intellectual property, the owner’s agent, or pursuant to the law, to post and use such Content, you may send a counter-notice containing the following information to our Copyright Agent: (1) your physical or electronic signature; (2) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; (4) adequate information by which we can contact you, including your name, address, telephone number, and e-mail address; and (5) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by our Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing this person that the removed Content may be replaced or access to the Content restored in 10 business days. Unless the copyright owner or owner of the intellectual property files an action seeking a court order against you, the removed Content may be replaced, or access to it restored, at our sole discretion.

Our designated Copyright Agent for notices of copyright infringement and counter-notices is:

Griddig, Inc.
ATTN: Copyright Agent
655 Montgomery Street, Suite 1490
San Francisco, CA 94111
Phone: 888-474-3400
Email: legal@griddig.com

NO LEGAL ADVICE

Information posted or made available on or through the website and Services, including without limitation any responses to legal questions, use of any provided materials such as term sheets, and any other comments, opinions, recommendations, answers, analysis, references, referrals or legally related content or information (collectively “Legal Information”) is not intended to constitute legal advice or to create an attorney-client relationship between you and any attorney. Such Legal Information is intended for general informational purposes only and should be used only as a starting point for addressing your business and/or legal issues. It is not a substitute for an in-person or telephone consultation with an attorney licensed to practice in your jurisdiction about your specific legal issue, and you should not rely upon such Legal Information. You understand that questions and answers or other postings to the website are not confidential and are not subject to attorney-client privilege. In addition, you understand that by providing the Services, griddig is not providing you legal advice and that you should seek the counsel of your attorney before entering into any agreement on the website.

griddig does not select, screen, approve, endorse or limit who can post Legal Information, including those who contribute responses to our forums or review sections (“Contributors”). In addition, although we reserve the right to review, remove or edit any content from the website, we do not routinely screen, monitor, or review the content of any such Legal Information. As a result, we have no control over and we do not warrant or guarantee the accuracy, adequacy, applicability, completeness, currency or quality of any such Legal Information or the qualifications of those posting Legal Information. GRIDDIG SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY LEGAL INFORMATION YOU ENCOUNTER ON OR THROUGH THE SITE, AND ANY USE OR RELIANCE ON LEGAL INFORMATION IS SOLELY AT YOUR OWN RISK.

Copyright And Trademark Notices

All materials of the Services (as well as the organization and layout of the Services) are owned and copyrighted or licensed by griddig, its affiliates or its suppliers. No reproduction, distribution, or transmission of the copyrighted materials of the Service, which includes the griddig website and applications (and any successor versions of the same), is permitted without the written permission of griddig. Any rights not expressly granted herein are reserved. griddig, the griddig logos and product and service names are trademarks of griddig, Inc. (the “griddig Marks”). You agree not to display or use the griddig Marks in any manner whatsoever without griddig’s prior permission.

The Services may incorporate logos, trademarks, service marks and other proprietary rights belonging to third parties. griddig does not grant you any rights to reproduce, distribute, or transmit any such materials, all of which are expressly reserved by their owners. griddig disclaims any rights to any third party trademarks, service marks or other intellectual property that may be viewed on our websites or through the Services.

Account Security

You are responsible for maintaining the privacy and security of your password and other security information. You are also responsible for maintaining the integrity of your computer, mobile phone or other Internet device to prevent theft, viruses, spyware or other malicious software from stealing your password information or data. griddig bears no responsibility for unauthorized access to your account as a result of your failure to follow appropriate security precautions, including choosing a strong, nonobvious password and changing your password promptly upon discovery of any security issue.

If you should become aware of any unauthorized use of your account or user information, or if you otherwise believe that your account has been compromised, you agree to immediately notify griddig through our support page.

Use and Validity of E-Mail Notices

By providing your e-mail address to griddig, you agree that griddig may provide, and that you will accept and receive, all required notices from us electronically, to that e-mail address, such other e-mail address as you designate, or to a mobile phone or other destination if and when griddig makes such method available. If you wish to receive notices at another address, it is your responsibility to notify us of any updates or changes, as appropriate, by updating the Your Account section of your user profile. Required and other notices and communications from us will be provided either in the text of the applicable e-mail or through an embedded link to the appropriate page on our website, which should be accessible through any standard, commercially available Internet browser. griddig may in its sole discretion from time to time elect to provide required notices or other communications to you by any other means it deems appropriate.

Any legal notices by you to griddig relating to this Agreement should be sent by you to griddig through our support page.

Messages may include your login ID and some information about your account. Anyone with access to your email, mobile phone, or other device or accounts receiving alerts will be able to view the content of these messages and it is your responsibility to maintain the privacy and security of this information.

Other griddig And Third Party Products And Services

We may offer to you other services, features, products, applications, online communities, or promotions from time to time. If you decide to use any of these other services, additional terms and conditions and separate fees may apply. If you decide to use any third party products or access any third party sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies.

Privacy

griddig collects, uses, and discloses personally identifiable information of users in accordance with the griddig Privacy Policy.

Payment

Unless stated otherwise in the program ordering or payment terms on any website for the Services, (i) your account will be debited monthly or annually when you register for a subscription-based account and provide your payment information, and (ii) we will invoice you for all other fees and payment will be due no later than 30 days following the invoice date. All fees will be billed to you in U.S. dollars. griddig may automatically renew your monthly, annual or other periodic subscription in accordance with your preferences at current rates at the time of renewal and for the term of your most recent subscription, unless the Services are canceled or terminated under this Agreement.

You must pay with a valid credit or debit card acceptable to griddig; griddig may make other payment options available, in which case you may pay by such other methods.

If your payment and registration information are not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services, with or without prior notice to you.

Additional cancellation or renewal terms may be provided to you on the website for the Services.

Disclaimer Of Warranties; Limitation Of Liability

YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. GRIDDIG, ITS AFFILIATES, PARTNERS AND ITS THIRD PARTY SERVICE PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, UPTIME OR CONTINUITY OF THE SERVICES, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. GRIDDIG AND ITS AFFILIATES, PARTNERS AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF GRIDDIG, AND ITS AFFILIATES, PARTNERS AND SUPPLIERS FOR ALL MATTERS OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT YOU PAID TO GRIDDIG FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM AND $100. GRIDDIG AND ITS AFFILIATES, PARTNERS AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) ANY AND ALL INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) ANY AND ALL DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS; CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET GRIDDIG SYSTEMS REQUIREMENTS, (C) COSTS INCURRED BY YOU AS A RESULT OF NONRECEIPT. SPAM FILTERING OR OTHER FAILURE TO RECEIVE MESSAGES REGARDING EVENTS FOR WHICH GRIDDIG MAY REGISTER YOU; (D) LOSSES OR INJURIES YOU MAY SUFFER AT ANY FACILITY YOU VISIT, STAY AT OR USE, OR ANY OTHER INTERACTION WITH PEOPLE YOU ENCOUNTER AS A RESULT OF YOUR USE OF THE SERVICES. THE ABOVE LIMITATIONS APPLY EVEN IF GRIDDIG AND ITS AFFILIATES, PARTNERS AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF GRIDDIG AND ITS AFFILIATES, PARTNERS AND SUPPLIERS AS WELL AS YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE AND YOUR AGREEMENT TO THESE PROVISIONS AND LIMITATIONS IS A MATERIAL INDUCEMENT TO GRIDDIG TO ENTER INTO THIS AGREEMENT WITH YOU AND PROVIDE YOU ACCESS TO THE SERVICES AND OTHER OFFERINGS PROVIDED BY GRIDDIG.

Indemnification

You agree to indemnify and hold griddig and its Affiliates, partners and suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs made by third parties and, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). griddig reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by griddig in the defense of any Claims.

Changes To This Agreement Or The Services

From time to time, we will review, audit, and amend griddig’s business model and the terms on which Services are offered, including our pricing assumptions and pricing model. griddig may, in its sole discretion, change this Agreement, the Services, pricing and other terms at any time. If you have prepaid for the Services, any pricing change will become effective as of the end of your prepaid period, or on completion of Services for which you prepaid (as applicable). griddig will notify you by conspicuously posting notice of such changes on its website(s), or sending email to you. You are responsible at all times for updating your account to provide to griddig your current e-mail address. If the last e-mail address that you have provided to griddig is not valid, or for any reason we are not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Your continued use of the Services after griddig posts or otherwise notifies you of any changes, indicates your agreement to the changes. This Agreement may be modified only as provided in this section.

Termination

griddig may immediately and without notice terminate this Agreement or suspend the Services provided to you if you fail to comply with these Terms. Upon termination you must immediately stop using the Services. Our Privacy Policy and the following sections of this Agreement will survive and remain in effect even if the Agreement is terminated, canceled or rescinded: Disclaimer Of Warranties; Limitation Of Liability; Indemnification; Copyright And Trademark Notices; Governing Law And Jurisdiction; and General.

You may cancel your account or any part of the Services at any time; provided that griddig will not refund any pre-paid fees upon such termination or cancellation and any termination by you will not limit your liability to pay for your entire subscription period. Upon termination of your account for any reason, griddig reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by you, including cancellation fees; (b) delete any of your Content, listings, messages or other information in connection with your account; (c) prohibit your access to your account, including without limitation by deactivating your password; and (d) refuse your future access to the Services.

Governing Law And Jurisdiction

The internal, substantive laws of the State of California govern this Agreement without regard to its conflicts of laws provisions. As a material inducement to griddig to enter into this Agreement and provide you access to the Services, you agree to the exclusive jurisdiction of state or federal courts located in San Francisco, California for any legal proceedings arising from your use of the Services.

We are not responsible for addressing any disputes between any users. In the event of a concern, claim or dispute, users shall communicate directly with the other party in resolving such concern, claim or dispute. In the event we receive complaints about a user, we will investigate the complaint at our sole discretion and may direct the User to respond to the other party directly.

General

You represent and warrant that you are at least 18 years of age. griddig does not represent that information on the website for the Services is appropriate or available for use in all countries. griddig prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

You understand that the technical processing and transmission of Content and the Services, including your user content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices, and you accept and agree to these uses. As a result, and also as a result of our network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these Terms, you acknowledge that use of the Services may result in interstate data transmissions.

This Agreement is the entire agreement and understanding between you and griddig and replaces and supersedes all prior understandings, communications, commitments, and agreements, oral or written, regarding its subject matter.

If any court of competent jurisdiction rules that any part of this Agreement is invalid, illegal, void or unenforceable, then such part of this Agreement will be removed and severed from this Agreement without affecting the validity, enforceability, and effectiveness of the remainder of this Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. griddig’s rights and remedies under this Agreement are intended to be cumulative and any failure by griddig to exercise or enforce any of its rights or remedies under or in connection with this Agreement or to which griddig is entitled under any applicable law, will not constitute or be taken or construed as a waiver of any of griddig’s rights or remedies, all of which will still be and remain available to griddig.

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