Terms of Service

Last updated: 15-Nov-2011

1. Acceptance of Terms
1. ionGrid, Inc. ("ionGrid") provides its Service (as defined below) to you through its web-based application , downloadable applications and web site located at http://iongrid.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
2. ionGrid may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at http://iongrid.com/content/terms-service. The revised terms and conditions will become effective upon posting and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
2. Description of Service. The "Service" includes (a) the Site, (b) ionGrid’s remote access and file streaming services and related technologies, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.
3. General Conditions. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to ionGrid. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws), or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
4. Access and Use of the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by ionGrid. ionGrid reserves the right to investigate and take appropriate legal action against anyone who, in ionGrid’s sole discretion, violates this provision, including without limitation, preventing the transmission of the offending content within the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to (a) transmit any content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vi) in the sole judgment of ionGrid, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or that may expose ionGrid or its users to any harm or liability of any type; (b) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (c) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (d) violate any applicable local, state, national or international law, or any regulations having the force of law; (e) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or (f) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
1. You shall comply with any codes of conduct, policies or other notices ionGrid provides you or publishes in connection with the Service, and you shall promptly notify ionGrid if you learn of a security breach related to the Service.
2. Any software that may be made available by ionGrid in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, ionGrid hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by ionGrid for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of ionGrid or any third party is granted to you in connection with the Service.
3. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you transmit in connection with or relating to the Service ("Your Content"). You may be required to register with ionGrid in order to access and use certain features of the Service. You are responsible for (a) maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account, and (b) ensuring that you exit from your account at the end of each session when accessing the Service. ionGrid will not be liable for any loss or damage arising from your failure to comply with this Section. ionGrid reserves the right to access your account in order to respond to your requests for technical support. By transmitting Your Content on or through the Service, you hereby do and shall grant ionGrid a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. ionGrid has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that ionGrid may prevent the transmission or disable any Content delivery at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
4. Although ionGrid endeavors to never transmit Your Content in unencrypted form, you understand that the operation of the Service, including Your Content, may at times be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to ionGrid’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. ionGrid will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
5. The failure of ionGrid to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and ionGrid, even though it is electronic and is not physically signed by you and ionGrid, and it governs your use of the Service and takes the place of any prior agreements between you and ionGrid.
5. Payment. To the extent the Service or any portion thereof is made available for any fee, you will be required to make an individual payment or select a payment plan and provide ionGrid information regarding your credit card or other payment instrument. You represent and warrant to ionGrid that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay ionGrid the amount that is specified in the Service or payment plan in accordance with the terms of such plan and this TOS. If you select a subscription payment plan, you hereby authorize ionGrid to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let ionGrid know within sixty (60) days after the date that ionGrid invoices you. We reserve the right to change ionGrid’s prices. If ionGrid does, ionGrid will provide notice of the change on the Site or in email to you, at ionGrid’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
6. Representations and Warranties. You represent and warrant to ionGrid that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your transmitting and other activities (and allow ionGrid to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and ionGrid’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right.
7. Termination. You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. ionGrid reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and disable transmission of or remove and discard any of Your Content in the Service, for any reason, including if ionGrid believes that you have violated this TOS. ionGrid shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. ionGrid will use good faith efforts to contact you to warn you prior to suspension or termination of your account by ionGrid. All of Your Content on the Service (if any) may be permanently deleted by ionGrid upon any termination of your account in its sole discretion. Unless otherwise agree to by ionGrid, all fees paid hereunder are nonrefundable. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS.
8. DISCLAIMER OF WARRANTIES. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND IONGRID EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT IONGRID DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM IONGRID OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
9. LIMITATION OF LIABILITY
1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL IONGRID BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
2. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, IONGRID’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW
10. Indemnification. You shall defend, indemnify, and hold harmless ionGrid from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. ionGrid shall provide notice to you of any such claim, suit or demand. ionGrid reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting ionGrid’s defense of such matter.
11. Assignment. You may not assign this TOS without the prior written consent of ionGrid, but ionGrid may assign or transfer this TOS, in whole or in part, without restriction.
12. Governing Law. This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by ionGrid in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the County of Santa Clara in California for the purpose of resolving any dispute relating to your access to or use of the Service.
13. DMCA. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. ionGrid will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to ionGrid’s Copyright Agent at copyright [at] iongrid [dot] com (subject line: "DMCA Takedown Request"). You may also contact us by mail at:
    

    Attention: Coypright Agent
    ionGrid, Inc.
    821 W El Camino Real
    Mountain View, CA 94040

    Notice: To be effective, the notification must be in writing and contain the following information:

    • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    • a description of the copyrighted work or other intellectual property that you claim has been infringed;
    • a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
    • your address, telephone number, and email address;
    • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
    • 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 copyright or intellectual property owner’s behalf.

    Counter-Notice: If you believe that the relevant content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to transmit and use such content, you may send a written counter-notice containing the following information to the Copyright Agent:

    • your physical or electronic signature;
    • 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;
    • 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; and
    • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California 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 the Copyright Agent, ionGrid will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at ionGrid’s sole discretion.
      Repeat Infringer Policy: In accordance with the DMCA and other applicable law, ionGrid has adopted a policy of terminating, in appropriate circumstances and at ionGrid's sole discretion, members who are deemed to be repeat infringers. ionGrid may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
14. Arbitration. At ionGrid’s or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Jose, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms of Service. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award shall be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the TOS and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the TOS, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
15. Privacy. Please visit http://iongrid.com/content/privacy to understand how ionGrid collects and uses personal information.
16. Questions/Concerns/Suggestions: Please contact us at support [at] iongrid [dot] com to report any violations of this TOS or to pose any questions regarding this TOS or the Service.

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