Terms of use 

Effective Date: June 2022

 

General Terms

 

These Terms apply to your account with ROWGrid and to our Products and Services and constitute a binding contract between us.

 

The Terms are designed to apply to your ROWGrid account and our Products and Services, creating a legally binding agreement between us. We would like to take this opportunity to bring to your attention that Section 16.4 (ROWGRID PARTY, GOVERNING LAW, DISPUTE RESOLUTION) includes mandatory arbitration and class action waiver provisions that may govern any dispute resolution between you and ROWGrid. We kindly request that you take the time to carefully review these provisions, as they are an important part of our agreement.

 

1. Acceptance

 

By accessing or using our Products and Services, you are confirming your acceptance of these General Terms and other applicable Terms and agreeing to be bound by this legally binding contract. It is of importance to note that if you do not agree to these Terms, you must not access or use our Products and Services. You are agreeing to these Terms on behalf of a company or legal entity, or as an individual, and you represent and warrant that you have the right and authority to act on behalf of and binding entity (if any) and yourself. It is worth mentioning that additional terms are defined in Section 17 (Definitions) below, which you should review thoroughly to ensure you understand all the terms and conditions that apply to your use of our Products and Services. Please take the time to carefully read and comprehend these terms, as they are legally binding, and govern your use of our Products and Services.

 

2. Special Terms

 

It is important to note that certain Products and Services may have specific conditions outlined in their respective Special Terms or Documentation. These conditions are unique to each Product and Service and are applicable to them. Therefore, it is imperative that you carefully review and understand the Special Terms before subscribing to, accessing, or utilizing any Product and/or Service. By doing so, you are providing your explicit consent to any relevant Special Terms that may apply.

 

3. Return for Refund

 

For a limited period, if You (a) object to any of these Terms, (b) object to any ROWGrid terms of purchase or auto-renewal applicable to the purchase or renewal, or (c) are dissatisfied (for any reason) with the Product and/or Service to which You subscribed, You may return the Product and/or Service and may qualify for a refund under the ROWGrid Return Policy.

 

4. Your Account

 

You are responsible for anyone who obtains, accesses, or uses Products and Services through You or Your account (including Your Authorized Users) and their compliance with these Terms as though each of them is You. In certain cases, Your Authorized Users may be required to set up individual accounts or agree to applicable terms in order to obtain, access, or use Products and Services, but You remain responsible. You also agree to secure and not share user IDs or passwords (except with authorized account administrators). If You suspect unauthorized use of Your account, please contact admin@ROWGrid.com.

 

5. You Own Your Work

 

You will retain Your ownership rights to files, designs, models, data sets, images, documents or similar material created by You (or Your Authorized Users) and submitted or uploaded to a Product and/or Service by You (or Your Authorized Users).

 

6. Privacy

 

ROWGrid is committed to protecting Your privacy and letting You know what ROWGrid will do with Your personal data. ROWGrid’s Privacy Statement sets forth how ROWGrid may collect, use, store and process personal data of or relating to You, and how You may request access to or deletion of Your personal data. ROWGrid offers a Data Processing Addendum, available on our Trust Center, which sets forth ROWGrid’s obligations as a processor for personal data under the General Data Protection Regulation.

 

7. Products and Services Term

 

Each subscription for a Product and/or Service is valid for a predetermined and restricted time period, which is clearly specified in the Product and/or Service Identification. It is important to note that certain subscriptions may have an automatic renewal feature. If you wish to cancel this feature, kindly refer to the Cancelling Automatic Renewal for Subscriptions guidelines.

 

8. Products and Services

 

8.1 Rights to Products and Services

 

By using any Product or Service provided by ROWGrid, you agree to comply with these Terms and fulfill all payment obligations, including taxes and fees. ROWGrid gives you (and ONLY the Authorized Users to use the Product or Service as provided during Onboarding) a non-exclusive right to use the Product or Service during the specified term, in accordance with any applicable Special Terms, and within the scope of your subscription, Product or Service Type, Territory, and other attributes specified during onboarding.

 

Unauthorized reproduction, modification, adaptation, translation, porting, or creation of derivative works of any Product and/or Service is strictly prohibited, unless expressly authorized by these Terms or in writing by ROWGrid. Additionally, you are not permitted to sublicense, transfer, distribute, transmit, sell, lease, rent, loan, or otherwise make available any portion or functionality of any Product and/or Service to a third party, whether on a service bureau basis or otherwise. Please note that applicable law may permit certain actions notwithstanding a contractual prohibition to the contrary.

 

ROWGrid provides a limited subscription period license for any requested Product and/or Service, including any updates or upgrades, in PDF format. The license is not sold but licensed to you. You are authorized to create a single archival copy of the subscribed Product and/or Service solely for backup and archival purposes during the duration of the Product and/or Service Term.

 

8.2 Access to Product and/or Service

 

ROWGrid will provide you with access to its Products and Services during the Product and/or Service Term, subject to your compliance with the applicable terms. Please note that ROWGrid cannot be held liable for any losses or other liability incurred by you or others due to sending your account information to an incorrect address. To activate, access, or use a Product and/or Service, you may be required to log into your account or provide ROWGrid with additional information. Please be aware that certain Products and Services may cause you to automatically connect to the internet, intermittently or on a regular basis, to validate the proper use of your subscription, provide you with access to services, or download and install Updates or Upgrades, all without further notice to you.

 

By using our Products and Services, you and your Authorized Users agree to such connection and to the automatic downloading and installation of Updates and Upgrades. Please note that you may not be able to adjust your Update or Upgrade settings for certain Products and Services, including those for which automatic Updates or Upgrades are required for the operation or security of the Product and/or Service. Finally, please be advised that ROWGrid may make available or deliver Updates or Upgrades to the Product and/or Service during the Product and/or Service Term, and you will be required to promptly install any mandatory Updates.

 

8.3 ROWGrid APIs

 

As part of your access to our Product and/or Service, we offer a range of programming interfaces, product and/or Service development kits, tools, libraries, scripts, sample source code, and other developer material, collectively referred to as "APIs". It is important to note that the use of these APIs is subject to certain conditions. Unless otherwise specified in the applicable Special Terms, you may only use the APIs for the Product and/or Service for which you have a subscription and for which the APIs are provided, during the Product and/or Service Term, in accordance with the Special Terms (including Documentation) specific to the APIs, and to develop applications, services, modules, or components solely for your internal business use.

 

8.4 Use of Third-Party Material and Services

 

ROWGrid has the capability to provide its users with Third-Party Material/Services, which include content, designs data sets, and applications, among others, in connection with its Products and Services. It is important to note that these Third-Party Materials/Services may be subject to different terms and conditions, which can be found in accompanying license terms, registration pages, or Special Terms. In the absence of Third-Party Terms, users will be subject to the same terms the Product and/or Service for which they received the Third-Party Material/Services. It is the sole responsibility of the user to obtain and comply with all Third-Party Terms, and ROWGrid cannot be held responsible for any Third-Party Material/Services or the user's use of them, or any Third-Party Terms or the user's compliance with them.

 

8.5 Use of Your Content

 

To access specific Products and Services or receive services from ROWGrid, it may be necessary for you to upload or share your Content. It is important to note that ROWGrid personnel will not utilize your Content except under specific circumstances, such as with your explicit consent, in connection with improving their Products and Services, or for legal obligations. ROWGrid reserves the right to remove or block your Content if it does not comply with their Terms. By sharing your Content, you are authorizing ROWGrid and its designers to use, reproduce, modify, distribute, and make it available for the purpose of providing you with their Products and Services and other activities outlined in their Terms.

 

As the content creator, it is incumbent upon you to ensure that your content complies with all relevant laws and regulations, as well as these Terms. Furthermore, you must take care to ensure that your content does not infringe upon any intellectual property or proprietary rights. It is also recommended that you maintain backup copies of your content at all times. Please be advised that online services may experience disruptions or outages, which may impact your ability to access your content.

 

Under these Terms, you are obligated to indemnify and hold ROWGrid harmless from any and all losses, liabilities, and expenses, including reasonable attorneys' fees, that may result from any claims, suits, or proceedings related to (1) Your Content; (2) Your use of Products and Services, including any results produced by such use; and (3) Your violation of these Terms (including any Additional Agreement, Special Terms, or other applicable terms). At ROWGrid’s request, you will also defend ROWGrid against such claims.

 

8.6 Collaboration and Sharing of Your Content

 

Certain Products and Services offer the opportunity for collaboration with others, which includes the option to share or publish Your Content. Should You choose to share or publish Your Content, it is important to note that others may have the ability to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate Your Content. It is also important to note that suspending or terminating access will not delete or inhibit access to any of Your Content that was previously shared or published. If You wish to restrict access to Your Content, it is recommended that You refrain from using the sharing, publishing, or other collaboration features of the Products and Services and adjust Your permissions accordingly. Please be aware that forums and galleries may be public, and submissions are generally public. The Products and Services allow you to collaborate with others by sharing or publishing your content. If you choose to do so, others may use, sell, reproduce, modify, distribute, make available, display, transmit and communicate your content. Suspending or terminating access will not delete or inhibit access to any of your previously shared or published content. If you do not want others to have access to your content, do not use the sharing, publishing, or other collaboration features of the Products and Services and set your permissions accordingly. Please note that forums and galleries may be public, and submissions are generally public.

 

ROWGrid may provide links to Third-Party Material/Services for the convenience of users. However, ROWGrid does not exercise control or monitoring over the actions of these third parties with respect to user-generated content. It is the responsibility of the users to ensure that appropriate access levels are maintained for their content by third parties. In the event that users authorize content sharing with third parties, ROWGrid may facilitate such sharing, but shall not be held responsible or liable for any actions taken by the third party.

 

9.Trial Products and Services

 

ROWGrid provides its users with the opportunity to try out its products and services before committing to a purchase. These Trial Products and Services are identified as "not for resale", "free", "evaluation", "trial", "pre-release", "beta", or similar. They are available for a limited period of 180days from the initial and can only be used for evaluation purposes. It is important to note that the use of Trial Products and Services are restricted to the Territory where the Product and/or Service was acquired. ROWGrid does not make any commitments regarding Trial Products and Services, including the continuation or conversion of such products into an official Product and/or Service. Additionally, ROWGrid conducts ongoing research to enhance its Products and Services and does not guarantee that such research will be commercially released. It is important to note that Trial Products and Services do not include subscription Benefits, and ROWGrid reserves the right to terminate them at any time without prior notice.

 

10.Feedback

 

In the event that you opt to provide ROWGrid with any suggestions, ideas, or feedback (which shall be collectively referred to as "Feedback"), it is important to note that you are thereby granting ROWGrid a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with the right to sublicense use), sell, reproduce, modify, publicly display and perform, distribute, make available, disclose, and exploit the Feedback and any Products and Services that use the Feedback. This license is granted to ROWGrid to ensure that we can continue to improve our products and services to meet the needs of our valued customers. We would like to take this opportunity to express our gratitude for your feedback and assure you that we are fully committed to utilizing it to enhance our Products and Services.

 

11.Limitations on Use

 

11.1 Products and Services are tools

 

The Products and Services that are provided to you are intended to serve as tools to assist you in your design, analysis, simulation, estimation, testing, and other activities. It is important to note that they are not intended to replace your professional judgment or independent activities, as these are crucial elements in ensuring the accuracy and reliability of your work. As a user, it is your responsibility to determine whether the use of a Product or Service is appropriate for your intended results and to select them accordingly. This requires a thorough understanding of your specific needs and constraints, as well as the capabilities and limitations of the Products and Services. It is important to acknowledge that ROWGrid is not liable for any results obtained through the use of the Products and Services, including any Output. Therefore, it is incumbent upon you to exercise due diligence in determining the suitability of the Products and Services for your intended purposes, and to establish independent procedures for testing the reliability, safety, accuracy, completeness, compliance with applicable legal requirements and industry standards, and other characteristics of any Output, including insights, recommendations, and all items designed with the assistance of the Products and Services. By doing so, you can ensure that your work is of the highest quality and meets the standards of your profession.

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11.2 Products and Services Not Designed for Sensitive Personal Data

 

The data storage functionality associated with our Products and Services is not designed to accommodate Sensitive Personal Data, which includes information such as Social Security Numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, health insurance information, personal characteristics, race or ethnic origin, religion or philosophical beliefs, political affiliation or opinions, genetic or biometric data, sexual orientation, or trade union membership. It is strictly prohibited to upload or make available any Sensitive Personal Data, including files containing such data, to ROWGrid, except when required by ROWGrid (such as a credit card number for subscription purchase).

 

11.3 Acceptable Use of Products and Services

 

You are only allowed to access and use Products and Services in accordance with the Acceptable Use Policy and all relevant laws. Additionally, you must approve when permitting access to and use of these and services in the same manner.

 

12.Confidentiality

 

In accordance with the provisions set forth in these Terms, either party, namely You or ROWGrid, acting as the "Disclosing Party”, may disclose or make available Information to the other party, referred to as the "Receiving Party". The Receiving Party is obligated to exercise the same degree of care in safeguarding the Disclosing Party's Confidential Information as it would for its own confidential information of a similar nature, but in no event less than reasonable care. The Confidential Information may only be utilized in connection with Products and Services, and access to it will be restricted to those individuals who require such access for purposes related to Products and Services and are subject to confidentiality obligations no less stringent than those outlined in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled to do so by law but must provide prior notice to the Disclosing Party and take reasonable steps to limit such disclosure. ROWGrid may also disclose Your Confidential Information in certain circumstances.

 

13.ROWGrid Proprietary Rights

 

As a user of ROWGrid's Products and Services, you acknowledge and agree that ROWGrid and its licensors and suppliers hold complete ownership and all rights with respect to the materials and information provided to you, including any copies of them. These materials and information include but are not limited to: (a) the Products and Services, CAD files, Documentation, APIs, and other information or material made available to You by ROWGrid, including any copies of the foregoing, (b)any materials or other information based on, derived from, or otherwise using any of the foregoing (including Metrics), and (c) all rights under trade secrets, copyrights, trademarks, patents, and any other intellectual property or proprietary rights relating to any of the foregoing. It is strictly prohibited to disclose or use any of this information for any purpose other than accessing and using the Products and Services as set forth in the Terms, without ROWGrid's prior written consent. Furthermore, you are not permitted to access the Products and Services by any means other than the interface provided by ROWGrid, and engaging in any reverse engineering is strictly prohibited. Itis important to note that the structure and organization, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of the Products and Services and the APIs constitute proprietary and confidential information of ROWGrid. Therefore, you are not allowed to disclose such information to third parties or use it for any purpose other than as required for ordinary-course access to and use of the Products and Services as set forth in these Terms, without ROWGrid's prior written consent. ROWGrid may provide access to other confidential information to enable your use of the Products and Services, which will be deemed as ROWGrid Confidential Information. You have only the rights expressly granted to You under these Terms (including the Special Terms). All rights not expressly granted are reserved by ROWGrid and its licensors and suppliers; ROWGrid and its licensors and suppliers expressly disclaim (and You agree not to assert) any other rights.

 

You are hereby advised that any action that is inconsistent with Section 13 is strictly prohibited. Furthermore, you are not authorized to provide permission, support, or assistance to any third party to engage in such actions. It is imperative that you adhere to this policy to ensure compliance with the terms and conditions set forth in Section 13.

 

14.Limited Warranty, Disclaimers, Limitations on Liability

 

14.1 Limited Warranty

 

ROWGrid provides a warranty for any paid subscription, ensuring that the subscribed-for Product and/or Service will offer the general features and functions as described in the end-user Documentation for the Product and/or Service. This warranty period lasts for 90 days from the date the Product and/or Service is available to you, or for the duration of the Product and/or Service Term if it is shorter. In the event of ROWGrid's breach of this warranty, your sole and exclusive remedy is for ROWGrid, at its discretion, to either attempt to remedy the breach or refund the amounts received for the affected subscription and terminate such subscription. It is important to note that any warranty claims must be made within the applicable Warranty Period, and any claims made after this period will be excluded.

 

14.2 Disclaimers

 

With the exception of the limited warranty that is explicitly outlined in Section 14.1 and any additional agreements or special terms that may be agreed upon, it is important to note that the products and services, including any related materials, are provided "as is" and without any warranty or condition. It is imperative to understand that ROWGrid and its licensors and suppliers do not provide any warranties, representations, conditions, or commitments of any kind, whether express or implied, with respect to the products and services or any output. This includes any implied warranties of merchantability, satisfactory quality, fitness for a

particular purpose, title-infringing, or quiet enjoyment, as well as any warranties or

conditions implied by statute or based on a course of dealing, usage of trade, or industry

standards.

 

ROWGrid and its third-party agents, representatives, or service providers may provide information about the Products and Services or Output, but it is important to note that these statements are for informational purposes only and do not constitute a warranty, representation, condition, or other commitment. It is important to understand that ROWGrid and its licensors and suppliers do not guarantee that the Products and Services or Output will be available, uninterrupted, error-free, secure, accurate, reliable, or complete. Additionally, it is worth noting that some Products and Services or functionality may not be available in all locations or languages.

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14.3 Limitations on Liability

 

ROWGrid and its licensors or suppliers shall not be held liable for any incidental, special, indirect, consequential, punitive damages, loss of profits or revenue, business interruption or loss of use, cost of procurement of substitute goods or services other coverages, failure of, or defects in, the output, loss, corruption, or deletion of (or failure to delete) data or your content, or damages resulting from force majeure. It is important to note that the aggregate liability of ROWGrid and its licensors and suppliers with respect to any product and/or service or output thereof shall not exceed the greater of (a) the amount paid or payable by

you for the product and/or service in the one-year period before the events or circumstances giving rise to the liability first occurred, or (b) US$1000. It is acknowledged and agreed that the disclaimers and limitations of liability in these terms constitute an essential element of the bargain between you and ROWGrid, and that ROWGrid would not have provided the products and services to you without your agreement to each of these terms. It is further noted that the limitations on liability in these terms shall apply to the maximum extent

permitted by applicable law to any damages or other liability, however caused and regardless of the theory of liability, whether based on contract, tort (including negligence and strict liability), indemnification, recourse, statute, or otherwise, and even if ROWGrid has been advised of the possibility of the liability or the liability is otherwise foreseeable, and regardless of whether the limited remedies in these terms fail of their essential purpose.

 

The liability of ROWGrid is not subject to any restrictions or exclusions for death or personal injury caused by their willful misconduct or gross negligence, nor for any damages or losses resulting from the same. It is important to note that ROWGrid does not intend to limit your warranties, rights, and remedies, or their liability for damages or losses to the extent that such limits are not permitted by applicable law, including statutory warranties, conditions, remedies, or liabilities that cannot be excluded by applicable law. These terms provide you with specific legal rights, which may be supplemented by additional legal rights that vary

depending on your jurisdiction, including those outlined in Section 19 (Jurisdiction-Specific

Terms) below.

 

15.Term, Termination, Suspension

 

These Terms shall come into effect upon the initial acceptance in accordance with Section 1 (Acceptance) and shall remain in effect indefinitely, unless terminated in accordance with the provisions outlined in these Terms, including the provisions of Section 15.

 

15.1 Your Right to Terminate

 

In the event that ROWGrid is found to be in material breach of these Terms, and fails to remedy such breach within a period of 30 days after receiving written notice of the breach, you shall have the right to terminate your subscriptions and these Terms.

 

15.2 ROWGrid’s Right to Terminate or Suspend a Subscription or Account

 

ROWGrid, as a provider of subscriptions, products, and services, has established certain terms and conditions that govern the use of our offerings. To maintain the integrity and security of our products and services, we reserve the right to terminate, disable, or suspend your access to any of our subscriptions, products, or services under certain circumstances that we deem appropriate. These circumstances include, but are not limited to, the absence of current paid subscriptions, failure to pay any outstanding amounts, material breach of our terms, and initiation of bankruptcy or insolvency proceedings. In the event of our insolvency, our terms will automatically terminate without further notice or action by ROWGrid. Additionally, ROWGrid may disable or suspend your access to our products and services if we have reason to believe that your conduct or content poses a security risk, constitutes illegal activity, or may subject us or our third-party affiliates to liability. We take these measures to ensure the safety and security of our products and services, as well as to protect ourselves and our affiliates from any potential harm or liability that may arise from the use of our products and services.

 

15.3 Effect of Termination of Subscription

 

In the event that your subscription or other product and/or service expires or is terminated for any reason, it is important to note that your rights with respect to that product and/or service, including any related licenses and benefits, will come to an end. At that time, it is your responsibility to discontinue all access to and use of the product and/or service and to remove any and all copies of materials related to such product and/or service, including any related documentation, APIs, or other materials from ROWGrid. Furthermore, if requested, you must destroy any such copies or return them to ROWGrid or the party from which you acquired the product and/or service, and it is essential that you retain proof of doing so. In connection with the expiration or termination of a subscription, ROWGrid may, as a convenience to you, provide a brief period, typically around 30 days, in which you may retrieve your content after the expiration or termination of the services, provided that you are in compliance with the terms and pay the applicable fees, if any. This may include ROWGrid's then-current professional services fees for any assistance ROWGrid provides. However, if you fail to comply with the terms or pay the fees, ROWGrid may delete, without notice, any, or all of your content, including backup and other copies thereof.

 

15.4 Effect of Termination of Terms or Account

 

If these Terms are terminated for any reason, your account, subscriptions, and other products and services, including those of your authorized users, will immediately end. The effects of subscription or product and/or service expiration or termination will apply to all attached to your account. Your payment obligations, responsibility for anyone who accesses or uses products and services through your account, and certain sections of the General Terms will survive termination. These include sections related to ownership, confidentiality, limitations on use, liability, and governing law. Your payment obligations, Your responsibility for anyone who obtains, accesses, or uses Products and Services through You or Your account (including Your Authorized Users) (including the responsibility described in Section 4 (Your Account), and the following sections of these General Terms will survive termination for any reason: Section 5 (You Own Your Work); Section 8.3 (ROWGrid APIs); Section 8.4 (Use of Third-Party Material and Services); Section 8.5 (Use of Your Content); Section 8.6 (Collaboration and Sharing of Your Content); Section 10 (Feedback); Section 11 (Limitations on Use); Section 12 (Confidentiality); Section 13 (ROWGrid Proprietary Rights); Section 14.2 (Disclaimers); Section 14.3 (Limitations on Liability); Section 15.2 (Effect of Termination of Subscription); this Section 15.3; Section 16 (Miscellaneous), including Section 16.4 (ROWGrid Party, Governing Law, Dispute Resolution); Section 17 (Definitions); and Section 18 (Country/Jurisdiction-Specific Terms).

 

16.Miscellaneous

 

16.1 Changes to the Products and Services

 

ROWGrid retains the exclusive right to make changes to its Products and/or Services as it deems necessary. Such changes may include, but are not limited to, modifications, discontinuations, or substitutions of any of its Products and/or Services, including any associated Benefits, features, functionality, or supporting services. Additionally, ROWGrid may add or modify license keys, authorizations, or other means of controlling or measuring access to or use of the Products and Services. ROWGrid will make every effort to inform its users of any significant changes through the applicable release notes or other relevant documentation. It is important to note that ROWGrid's ability to make such changes is essential to ensure the continued quality and effectiveness of its Products and/or Services.

 

16.2 Changes to Terms

 

ROWGrid retains the right to modify these Terms to the fullest permitted by applicable law. It is acknowledged by the user that ROWGrid may, from time to time, exercise this right. ROWGrid will make every effort to notify users of any changes to these Terms, including by posting to this site. However, it is the user’s responsibility to regularly check this site for updates, including Terms Modification Notices. Unless otherwise expressly stated in these Terms, if modification to the Terms has a material adverse effect on the user and they do not agree to the modification, they may reject the modification by notifying ROWGrid of the rejection within 30 days of the Terms Modification Notice. If the user rejects a modification under these circumstances, their access to and use of any

Products and Services affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy, or legal compliance reasons, in which case the modification will be effective immediately) until the earlier of (i) the end of the applicable Product and/or Service Term, or (ii) 180 days after the Terms Modification Notice. Furthermore, the user's rights to such Products and Services, including any related subscription Benefits, will then terminate. In the event of such a termination by the user, ROWGrid (or the party from whom the user purchased their subscription) will refund the prorated portion of any prepaid fees applicable to the remaining Product and/or Service Term of the user's subscription for the affected Products and Services after the effective date of termination. In any event, if any subscription is renewed or extended, it will be under the then current Terms. Notices by the user or ROWGrid will be provided as set forth below, except that the user may also provide their notice of rejection via email (within the 30-day period described above) to the following email address admin@ROWGrid.com, or in any other manner specified in the Terms Modification Notice. Notwithstanding the forgoing, if the Special Terms, Product and/or Service Types and Benefits, or other policies include different terms or procedures for modification thereof, modification may, at ROWGrid’s option, be handled as described therein.

 

As a signatory to these terms, it is understood that your responsibilities pertaining to the Products and Services and subscription Benefits are not subject to the provision of forthcoming features or functionality, or any verbal or written representations regarding such features or functionality.

 

16.3 Language of Terms, Interpretation

 

These Terms will be interpreted and construed based on the English language version, and all notices and communications related to these Terms will be provided in English. The term "days" refers to calendar unless otherwise specified. words "including" and "for example" are not exclusive and will be followed by "without limitation." Section headings are for reference only and do not affect the meaning of any provision. The rights and remedies provided in these Terms are cumulative and do not replace any other rights and remedies available under the law.

 

16.4 ROWGrid Party, Governing Law, Dispute Resolution

 

(a) General These Terms of Service are designed to apply to and the ROWGrid based on your location of business or residence. The governing law and dispute resolution process will be determined based on your location, as specified below. It is important to note that any disputes arising from these Terms will be finally determined under the law and dispute resolution process specified below, except as specified in Section 18. This provision is intended to ensure that any disputes or claims arising from these Terms, including the breach, performance, termination, enforcement, interpretation, or validity of these, are resolved in a fair and efficient manner.

 

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(b)Binding Arbitration and Dispute Resolution for United States

 

If Your principal place of business (or, if You are an individual, Your residence) is in the United States, the following informal dispute resolution and binding arbitration provisions apply to You:

 

(i) Informal Dispute Resolution and Binding Arbitration

 

ROWGrid strives to resolve any claims or disputes ("Claims") in a cooperative and amicable manner. If a Claim arises from a Product and/or Service or these Terms, both You and ROWGrid will make an initial effort to resolve the Claim informally by notifying the other party and working together to find a mutually able solution. If the Claim remains unresolved through informal dispute resolution within 30 days of receipt of the Claim, either party may proceed with formal dispute resolution.

 

Both you and ROWGrid have come to an agreement to resolve any disputes that may arise from a Product and/or Service or these Terms through binding individual arbitration. This means that you are relinquishing your right to a trial in front of a judge or jury. The United States Federal Arbitration Act governs this provision, including its procedural provisions, and not state law. The interpretation and enforcement of this dispute-resolution provision will be conducted in accordance with the aforementioned Act. ADR Services will conduct the arbitration according to its rules and the process is described in Section 16.4. To initiate arbitration, a party must send a written demand to the other party. If you are sending a demand to ROWGrid, it must be sent to their address in San Francisco, specifically at ROWGrid, Inc., PMB10022, 1 Sansome St., Suite 3500, San Francisco, California 94104 USA, Attention: Chief Legal Officer. If ROWGrid is sending a demand to you, it will be sent to the address you provided during the informal dispute-resolution process or as described in Section 17.11 (Notices).

 

(ii)Fees for Binding Arbitration

 

The payment of arbitrator fees is a matter that is governed by the ADR Services rules, which are designed to ensure the process is fair and equitable for all parties involved. However, there are certain circumstances under which fees and costs may be reallocated to the arbitrator. This may occur if there is a breach of Section 16.4, if the claim is deemed to be frivolous or brought for an improper purpose, or reallocation is otherwise permitted by applicable law. In the event that ROWGrid brings a claim against You, ROWGrid will be responsible for all ADR Services fees associated with the claim. Conversely, if You bring a claim against ROWGrid, both parties will be

required to split the fees evenly. It is worth noting that if You are unable to pay any portion of the

fees, ROWGrid will assume responsibility for payment.

 

(iii)Mass Filings

 

In the event that a claim is brought against ROWGrid that bears similarity to the claims of 24 or more customers or users, or if 24 or more customers or users with claims against ROWGrid are represented by the same lawyers or coordinating lawyers, a protocol will be implemented.

 

ADR Services will assign sequential numbers to each Claim included in a Mass Filing, and subsequently designate Claims numbered 1-10 as the "Initial Test Cases" for arbitration. It is important to note that filing fees will only be paid for the Initial Test Cases, while fees for all other Claims will be held in abeyance. The arbitrator will render a final award for the Initial Cases within

 

180 days unless such period is extended by the arbitrator. Following this, the results of the Initial Test Cases will be given to a mediator, and the parties will have 90 days from the mediator's appointment to agree on a resolution or substantive methodology for resolving the remaining Claims. If the parties are unable to resolve the remaining Claims during the Mediation Period, either party may opt out of the binding arbitration process and proceed in court with the remaining Claims. It is important to note that notice of any opt-out must be provided in writing within 60 days after the close of the Mediation Period. Absent notice of an opt-out, the remaining Claims will be arbitrated individually in the order determined by the sequential numbers assigned to the Claims in the Mass Filing. Filing fees for each Claim will be due upon commencement of the arbitration of such Claim.

 

(iv) Determination of Arbitrability, Enforcement of Rights

 

The arbitrator will have the right to determine the arbitrability of any Claim. Notwithstanding the foregoing arbitration provision, each party may enforce its, or its licensors’, patent, copyright, or trademark rights in any court of competent jurisdiction. (c)Waiver of Class or Consolidated Actions In the event of any disputes arising from the use of a Product and/or Service or these Terms, it is required that such disputes be resolved through individual arbitration or litigation. It is not permissible to combine the claims of multiple customers or users into a single arbitration or litigation case, as each claim must be addressed on an individual basis.

 

(d)Injunctive and Other Equitable Relief

 

Despite any other terms in these Terms, if a Claim is to be resolved in the court(s) specified in Section 17.4(a) (General), ROWGrid can seek injunctive relief and other equitable remedies in any jurisdiction or forum, including any available court. If a Claim is subject to arbitration, either party can request interim necessary to protect their rights, including pre-arbitration attachments or injunctions, from a court of competent jurisdiction, and such will not be considered incompatible with, or a waiver of, the agreement to arbitrate.

 

17.5 Force Majeure

 

In the event that unforeseen circumstances or causes beyond the reasonable control of either party occur, including but not limited to acts of God, pandemic, war, or severe weather, neither party shall be held responsible or liable for any delay or failure to perform. This is commonly referred to as "Force Majeure." The affected party shall provide prompt written notice to the other party, if possible, of the failure to perform and shall use its best efforts to limit any resulting delay in performance. It is important to note that such circumstances’ causes must be beyond the reasonable control of the party affected not due to any fault or negligence on their part.

 

17.6 Export

 

By obtaining, accessing, or using any Product and/or Service, you agree to abide by the export control and international trade laws and regulations of the States and any other country that applies to you or your content. You are not allowed to access or use any Product and/or Service from a U.S. sanctioned location or if you are on any U.S. government restricted parties list. You must obtain the necessary authorization before using any Product and/or Service for a U.S.-restricted end use. You are solely responsible for complying with all export control requirements applicable to your content. ROWGrid reserves the right to suspend or terminate your Products and Services for non-compliance.

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17.7 Government

 

This Section 17.7 applies if You are a United States federal or other Governmental Entity. The Products and Services are “commercial computer Product and/or Service” as defined at 48 C.F.R. § 2.101 and 48 C.F.R. § 252.227-7014(a)(1) and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, and, where services, are “commercial services” as defined in 48 C.F.R. § 2.101. The Products and Services, along with their related Documentation, are made available to You and your Authorized Users, subject to these Terms and with the same rights as other ROWGrid customers and their Authorized Users. These Terms are applicable to Governmental Entity customers and Authorized Users, except in cases where the laws of their jurisdiction prohibit the acceptance of any provisions of these Terms. In such cases, the prohibited provision will be modified to conform to applicable law while giving maximum effect to the provision as written.

 

17.8 Verification of Compliance

 

ROWGrid reserves the right to verify your adherence to these Terms. This may be accomplished through the provision of a report any noncompliant use of Products and Services, or via a remote or on-site audit, at their discretion. Such an action is referred to as a "Verification".

 

Upon determining the need for an audit, ROWGrid or its representative will provide you with an electronic written notification. It is imperative that you utilize a ROWGrid-approved tool to gather information from all devices accessing your Products and Services and obtain the necessary access and consent from your Authorized Users. Within a period of 15 calendar days from the date of audit, you are required to submit your audit results to the notifying party. The audit results must encompass machine IDs, serial numbers, ROWGrid IDs, NT/Windows username, device ID, and other pertinent information relating to your Products and Services.

 

If, upon conducting a Verification, ROWGrid determines that you have violated the Terms, it is imperative that you promptly procure new Products and Services. The value of new acquisitions must be no less than the total value of the identified noncompliance and ROWGrid's reasonable costs incurred in completing the Verification.

 

Non-compliance with Section 17.8 would be deemed a material breach of the Terms. ROWGrid retains the right to suspend and/or terminate your access to Products and Services, as outlined in Section 16.2 (ROWGrid’s Right to Terminate or Suspend a Subscription or Account), and pursue any other legal remedies available at law or in equity, as specified in Section 17.4 (ROWGrid Party, Governing Law, Dispute Resolution).

 

17.9 Assignment

 

It is important to note that the assignment or transfer of these Terms, along with the associated rights and obligations, is strictly prohibited without the express written consent of ROWGrid. In the event that you are acquired or controlled by another entity without the prior written consent of ROWGrid these Terms (including your rights) may be terminated by ROWGrid. It is worth noting that ROWGrid reserves the right to assign or transfer these Terms, without your consent or notice, as part of a reorganization, merger, sale of assets, or other transactions involving and Services or related business.

 

17.10 Severability

 

In the event that any provision of these Terms is deemed unenforceable under applicable law, the provision will be modified to conform to the law while still reflecting the intent of the parties. It is important to note that the provision only be rendered ineffective in the jurisdiction where it is unenforceable, while remaining enforceable in other jurisdictions.

 

17.11 Notices

 

Any notices by You to ROWGrid will be sent by postal mail or delivery service to ROWGrid, Inc., PMB10022, 1 Sansome St., Suite 3500, San Francisco, California 94104 USA Attention: Chief Legal Officer. Such notices will be effective when received by ROWGrid.

 

ROWGrid shall provide notices to you through multiple channels, including email, posting to your account, in-product notifications, postal mail, or any other reasonable method that involves specific notification to you, unless otherwise stated in these Terms, Additional Agreement, or Special Terms. Notices by email shall be effective one day after being sent, while other notices shall be effective five days after being posted or sent. You hereby agree to receive service of process by registered mail sent to the address on your Customer Information Form or your last known address if permitted by applicable law.

 

17.12 Entire Agreement, No Waiver

 

The Terms, along with any Additional Agreement and Special Terms (which are included in these Terms by reference), constitute the entire and complete agreement between you and ROWGrid They replace and supersede any prior or contemporaneous agreements, discussions, communications, representations, warranties, advertising, or understandings regarding the subject matter. It is important to note that access to or use of a Product and/or Service is expressly conditioned on the application of these Terms, and any other terms are expressly rejected. In the event of any conflict between these General Terms and any Special Terms, the Special Terms will control in relation to their subject matter. Similarly, if there is any conflict between these General Terms or the Special Terms and the Additional Agreement, the Additional Agreement will control in relation to its subject matter to the extent set forth in the Additional Agreement. It is worth mentioning that failure to enforce or exercise any provision of these Terms is not a waiver of such provision, unless such waiver is specified in writing and signed by the party against which the waiver is asserted.

 

18.Definitions

 

“Additional Agreement” The term "Additional Agreement" refers to any agreement that is signed directly with a ROWGrid entity and specifically adds to or modifies the Terms, such as an enterprise business agreement.

 

“Authorized Users” or “Your Authorized Users” The term "Authorized Users" refers to You (if You are an individual) and individuals identified by You (such as Your employees, consultants, and contractors) who have access to and use a Product and/or Service through a subscription acquired by You. If a Product and/or Service permits You to designate Authorized Users, You are responsible for notifying and obtaining agreement from them regarding the application of these Terms to their access and use of the Product/or Service before they access it.

 

“ROWGrid” The term “ROWGrid” refers to ROWGrid, Inc., an American corporation based in Ohio, and its affiliated.

 

“ROWGrid Party” The term "ROWGrid Party" denotes the ROWGrid entity that is explicitly identified in Section 17.4 (ROWGrid Party, Governing Law, Dispute Resolution) mentioned above.

 

“Benefits” The term “Benefits” means any benefits available to you and your authorized users based on the type or level of product and/or service you subscribe to. These benefits may include access to updates and upgrades, previous versions, additional products and/or services, pre-release versions, APIs, global use rights, technical support, training, webinars, forums, events, galleries, newsletters, and usage data. Additionally, account benefits such as single sign and management of your profile, security settings, linked accounts, and preferences may also be included.

 

“Confidential Information” The term "Confidential Information" means the information that is not generally known to the public, which is provided in writing by the Disclosing Party and designated as confidential. However, it does not encompass information that becomes public knowledge without breaching any obligation to the Disclosing Party, information that was already known to the Receiving Party, information received from a third party, or information independently developed by the Receiving Party. ROWGrid includes non-public aspects of Products and Services, related product plans, technology, technical information, APIs, and business negotiations. Your Content sent to a third party and any Feedback are also excluded from Confidential Information.

 

“Customer Information Form” The term "Customer Information Form" means a form that has been filled out by you or on your behalf and submitted to ROWGrid, a reseller, distributor, or other third party, either directly or indirectly, relation to your account, subscription, or other product and/or service.

 

“Documentation” The term "Documentation" means the latest end-user documentation, which includes online, printed, or other forms of documentation, as well as any technical or legal requirements for a Product and/or Service.

 

“Governmental Entity” The term "Governmental Entity" means any country or government, such as the federal government of the United States, any state, city or other political subdivision, as well as any organization, group, agency, commission, department, board, bureau, or court related to the government, and any of its employees or officials.

 

“Metrics” The term "Metrics" means the data and other information related to the use of any Products and Services, including your own usage. This includes information about the usage of features, functions, storage, and indexes, as well as details about the volume, type, storage, and processing of your content (excluding the content itself). If Metrics contains any personal data, it will be handled in accordance with the Privacy Statement.

 

“Products and Services” The term means Product and/or Service and Benefits provided by ROWGrid, and any subscriptions for such items.

 

“Product and/or Service Identification” The term "Product and/or Service Identification" means refers to the name of a product and/or service, its type, and the allowed subscription details such as the number, territory, and duration. ROWGrid may provide this information through written confirmation, email, account posting, or other means. The identification can also be found on the product, packaging, or obtained upon request from ROWGrid. However, any information provided by a third-party reseller, distributor, or document is not considered as part of the Product and/or Service Identification.

 

“Product and/or Service Type” The term "Product and/or Service Type" refers to the type of license by ROWGrid for a subscription, such as single-user or multi-user. These types are listed on the "Product and/or Service Types and Benefits" page.

 

“Output” The term "Output" means any products, designs, prototypes, work products, or other items that are created or through the use of any Product and/or Service, including any products, parts, or services that are based on or utilize such products, designs, prototypes, work products, or  items.

 

“Product and/or Service” The term "Product and/or Service" means any materials, modules, components, features, and functions that ROWGrid offers, irrespective of whether they are provided as of a subscription or for a fee. This definition also encompasses any updates or upgrades that may be made available.

 

“Terms” The term "Terms" mean these General Terms and any other referenced terms, including but not limited to the Special and Additional Agreement (if applicable), as well as any other relevant terms that may apply.

 

“Territory” The term "Territory" means the country or region where you obtained your subscription. ROWGrid may specify the relevant Territory in a Product or Service Identification. For more details on the definition of, please refer to Section 17 (Jurisdiction-Specific Terms) below.

 

“Updates” The term "Updates" means a range of modifications, including security fixes, hot fixes, patches, and other updates, such as new functions, and other enhancements that are released between upgrades.

 

“Upgrades” The term "Upgrades" means the most recent iterations of Products and Services, or supplementary products and add-ons that are associated with Products and Services, as determined by ROWGrid.

 

“Your Content” The term "Your Content" means (a) any material, such as files, designs, data sets, images, documents, and similar items, that you or your authorized users upload or submit to any Product and/or Service, and (b) the particular PDF output that is produced from the use of any Product and/or Service using your original data or information.

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