Updated March 23, 2024
Please review these terms and conditions ("Terms") carefully before using FacilityGrid.net (the "Website"). These Terms and our Privacy Policy will govern your use of the Services (defined below).
These Terms state the terms and conditions upon which Facility Grid, LLC, a Delaware limited-liability company d/b/a "FacilityGrid.com", ("we" or "us") will provide services (together with the Website, the "Services") to you. These Terms constitute a contractual agreement between you and us. By visiting, accessing, using, and/or joining (collectively "using") the Services, you express your understanding and acceptance of these Terms. As used in this document, the terms "you" or "your" refers to you, any entity you represent, your representatives, successors, assigns, and affiliates, and any of your use (or their use) on any devices.
BY POINTING TO AND CLICKING ON THE 'YES' BUTTON, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND ACCEPT THESE TERMS
If you have any questions regarding these Terms, please contact us at : support@FacilityGrid.com
We grant you a non-exclusive, non-transferable, non-sublicensable, limited license to access, and use the Services, including all content available therein (the "Content"), on your electronic device(s) consistent with these Terms and solely for your internal business purposes. Such license to access and use the Services is made to paying license-holders and non-paying license-holders invited by paying license-holders to use the Services. Use of the Services by a non-paying license-holder is limited solely to the project scope of the license-holder's contract with the license-holder's customer.
We may terminate the above-granted license: (a) immediately upon breach of these Terms; and (b) at will, for any reason, at our sole discretion (i) upon thirty (30) days' prior notice to you at the email associated with your account if you are a paying license-holder, or (ii) immediately if you are not a paying license-holder. Upon termination, we may, in our sole discretion: (i) delete or deactivate your account, (ii) block your email and/or IP addresses or otherwise terminate your access to or use of the Services, and/or (iii) remove and/or delete any of your User Submissions (defined below). Upon termination, you will not be permitted to use the Services, and you agree not to use or attempt to use the Services after said termination. Upon termination, other than the license to use the Services, all other terms and conditions in these Terms shall survive. You understand and acknowledge that we are not responsible to you or any third party arising out of or related to the termination of your right to use the Services.
The Services and Content, with the exception of User Submissions and Third Party Content (defined below), including text, graphical images, photographs, music, video, software, scripts, and trademarks (including "FacilityGrid.com", "FacilityGrid.net" and "inquire"), service marks and logos contained therein (collectively "Proprietary Materials"), are owned by and/or licensed to us. All Proprietary Materials are subject to copyright, trademark and/or other rights under the laws of applicable jurisdictions, including the United States, foreign laws, and international conventions. We reserve all our rights in and to our Proprietary Materials, and you are not granted any right or license to use our Proprietary Materials in any way without our written permission.
You are entirely responsible for any and all materials you (or anyone through your username or on your behalf) submit or otherwise make available via the Services, including designs, images, videos, multimedia content, text or any other communications or profile information, (collectively, "User Submissions"). You acknowledge and understand that User Submissions cannot always be removed. We do not guarantee the confidentiality of any User Submissions. You acknowledge and understand that any disclosure of personal information or sensitive information in a User Submissions may make you personally identifiable.
You shall be solely responsible for any and all of your own User Submissions and any and all consequences of positing, uploading, publishing or otherwise making them available. The foregoing applies to anyone using your username or posting on your behalf. For any of your User Submissions, you represent, warrant, and covenant that:
(a) You own or have the necessary licenses, permissions, authority, rights, or consents to use and authorize us to use all trademarks, copyrights, trade secrets, or other proprietary rights in and to User Submissions for any and all uses contemplated by the Services and these Terms;
(b) You have written consent, release, and/or permission from each and every identifiable individual in the User Submission to use the name and/or likeness of each and every such identifiable individual to enable use of the User Submission for any and all uses contemplated by the Services and these Terms;
(c) You have all the rights, power and authority necessary to grant the rights to us with regard to the User Submissions. Specifically, you represent and warrant that you own the title to the User Submissions, that you have the right to upload the User Submissions to the Services; and
(d) Uploading the User Submissions will not infringe upon any other party's rights or your contractual obligations to other parties.
You further represent, warrant, and covenant that you will not submit any User Submissions, information, or material that:
(e) Is copyrighted, protected by trade secret or trademark laws, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to submit the material and to grant us all of the license rights granted herein;
(f) Is obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate as decided by us in our sole discretion;
(g) Depicts illegal activities, promotes or depicts physical harm or injury against any group or individual;
(h) Impersonates any person or entity or otherwise misrepresents you in any way, including creating a false identity;
(i) Would constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; or
(j) Is unsolicited or unauthorized advertising, promotion, "spam" or any other form of solicitation;
We claim no ownership or control over User Submissions or Third Party Content. You or a third party licensor, as appropriate, retain all copyrights to User Submissions and you are responsible for protecting those rights as appropriate. You irrevocably grant us a worldwide, non-exclusive, royalty-free, perpetual, non-cancelable, sublicensable, transferable license to reproduce, publicly perform, publicly display, distribute, adapt, modify, publish, translate, and create derivative works of User Submissions posted by you for any purpose contemplated by the Services and these Terms.
You understand and acknowledge that we may, in our sole discretion, refuse to publish, remove, or block access to any User Submission for any reason, or for no reason at all, with or without notice to you.
You agree to defend us against any claim, demand, suit or proceeding arising out of or resulting from your User Submissions or your use of the Services in violation of these Terms infringes or misappropriates the intellectual property rights of a third party or violates applicable law and you shall indemnify us for any damages, including reasonable attorney's fees incurred by us in connection with any such claim, demand, suit or proceeding provided that we (a) promptly give you written notice of the claim, demand, suit or proceeding, (b) give you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you do not settle unless the settlement unconditionally releases us of all liability), and (c) provide you with all reasonable assistance, at your expense.
Notwithstanding anything to the contrary set forth in these Terms or the Privacy Policy, we may use any anonymized and aggregated information relating to or arising out of any User Submissions ("Aggregated Information"), and we shall retain all right, title, and interest in and to any and all Aggregated Information.
You understand and acknowledge that, when using the Services, you will be exposed to Content from a variety of sources including content uploaded to the Services by other users (collectively, "Third Party Content"), and that we do not control and are not responsible for any Third Party Content. You understand and acknowledge that you may be exposed to Content that is inaccurate or otherwise objectionable and you agree, to the fullest extent permitted by law, to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto.
You understand and acknowledge that we assume no responsibility whatsoever for monitoring the Services for inappropriate or inaccurate Content or conduct. If at any time we choose, in our sole discretion, to monitor for such Content, we assume no responsibility for such Content, have no obligation to modify or remove any such Content, and assume no responsibility for the conduct of the users submitting any such Content.
All Content on the Services is provided to you "AS-IS" for your information and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit for any other purpose whatsoever that Content without the prior written consent of the respective owners/licensors of the Content.
You represent and warrant that all the information provided by you is accurate and current and that you have all necessary rights, power, and authority to agree to these Terms and to perform the acts required of you under these Terms.
To use the Services, you represent, warrant, and covenant that
(a) You will not to use the Services for any unlawful purpose or in any way that is prohibited by these Terms;
(b) You will abide by all applicable laws and regulations;
(c) You will not to use the Services in any way that exposes us to criminal or civil liability;
(d) You are solely responsible for all acts and omissions that occur as a result of your use of the Services;
(e) All your User Submissions belong to you or you have the right and authority to provide them to us;
(f) You will maintain the security of your login password and to be fully responsible for any and all use of your account;
(g) You will not to use or attempt to use any other party's account on the Services without authorization;
(h) You will not to use any automated means, including robots, crawlers, data mining tools or the like, to download, monitor or use data or content from the Services;
(i) You will not to use the Services to collect usernames and/or email addresses for sending unsolicited messages of any kind;
(j) You will not to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it;
(k) You will not "stalk" or otherwise harass anyone on the Services;
(l) You will not post to, link to, or otherwise make available on the Services any material that contains software viruses or any computer code, file, or program designed to interrupt, destroy, limit, or monitor the functionality of any computer software or hardware or any telecommunications equipment;
(m) You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information you transmit;
(n) You will not disable, circumvent, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or which enforce limitations on the use of the Services or the Content therein;
(o) You will not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise in any way commercially exploit or make available the Services or any Contents to any third party;
(p) You will not "frame" or "mirror" the Services;
(q) You will not reverse engineer, modify, copy or make derivative works or adaptations any portion of the Services; and
(r) You will maintain regular backups of your User Submissions.
We reserve the right to take any action we, in our sole discretion, deem appropriate against any user for any unauthorized use of the Services, including civil, criminal, and injunctive redress, as well as the termination of any user's use of the Services. Any use of the Services and our computer systems not authorized by these Terms is a violation of these Terms and certain federal and state laws, including the Computer Fraud and Abuse Act.
You acknowledge that we reserve the right (with advance notice to you) to charge for any or all of our Services and to change our fees from time to time in our sole discretion. If at any time we terminate your rights to use the Services because of a breach of these Terms, you shall not be entitled to a refund of any portion of your fees. If at any time we terminate your use of the Services for convenience (which we may do at any time at our sole discretion) or you terminate due to Our Breach (as defined below), you shall be entitled to a pro-rata refund of any pre-paid fees. In all other respects, such fees shall be governed by additional rules posted on the Services as may be amended by us from time to time. "Our Breach" shall mean : (a) any breach of a material term of these Terms by us, which is not remedied within thirty (30) days after we receive written notice from you describing the breach in reasonable detail; or (b) us making an assignment for the benefit of our creditors, or the filing by or against us of a petition under any bankruptcy or insolvency law, which is not discharged within 30 days of such filing
You agree to pay such fees when due. Late payment is subject to an interest charge equal to the greater of 1.5% per month or the maximum rate allowed by applicable law, and you shall be responsible for any collections costs incurred by us, including reasonable legal fees. You agree not to set-off or deduct any amount from payments due to us hereunder.
Other than taxes based on our net income, all fees are exclusive of any national, state, municipal, or other governmental excise, sales, and value-added taxes and other fees and levies, all of which you shall be responsible for and will pay in full.
We retain a separate Privacy Policy and your acceptance to these Terms also signifies your assent to the Privacy Policy.
We reserve the right to modify and change these Terms at any time by posting such amended Terms to the Services. The top of the Terms will indicate the date that revisions were last made. You understand and acknowledge that we are not obligated to provide you any other notification about any modifications or changes. YOU ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE SERVICES FOLLOWING ANY CHANGES OR MODIFICATIONS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH A, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM.
We respect the intellectual property rights of others. You may not infringe the copyright, trademark, or other proprietary informational rights of any party. We may in our sole discretion remove any Content we have reason to believe violates any of the intellectual property rights of others. and may terminate your use of the Services if you repeatedly submit any such Content.
As part of our repeat-infringement policy, any user we receive three good faith complaints about within a six-month period will be barred from using the Services.
Pursuant to Title 17, Section 512(c)(2) of the United States Code, if you believe that any of your copyrighted material is being infringed on the Services, we have designated an agent to receive notifications of claimed copyright infringement. Notifications should be e-mailed to copyright@FacilityGrid.com or sent to:
Michael Kozinets, DMCA Agent
Facility Grid, LLC
1309 Beacon Street, Suite 300
Brookline, MA 02446
All notifications not relevant to us or ineffective under the law will receive no response or action from us. Pursuant to Title 17, Section 512(c)(3) of the United States Code, an effective notification of claimed infringement must be a written communication to our agent that substantially includes the following:
(a) Identification of the copyrighted work that is believed to be infringed. Please describe the work and, where possible, include a copy or the location (e.g., a URL) of an authorized version of the work;
(b) Identification of the material that is believed to be infringing and its location. Please describe the material and provide a URL or any other pertinent information that will allow us to locate the material on the Services;
(c) Information that will allow us to contact you, including your address, telephone number and, if available, your email address;
(d) A statement that you have a good faith belief that the use of the material complained of is not authorized by you, your agent or the law;
(e) A statement that the information in the notification is accurate and that under penalty of perjury that you are the owner or are authorized to act on behalf of the owner of the work that is allegedly infringed; and
(f) A physical or electronic signature from the copyright holder or an authorized representative.
You hereby agree to indemnify us and hold us harmless from any and all claims and expenses, including attorney's fees, arising from your use of the Services or from your breach of these Terms.
In the event that you have a dispute with one of more other users or any third parties, you hereby release us, our officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Services.
If you are a California resident, to the fullest extent permitted by law, you waive California Civil Code § 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
The Services may contain links to third party websites which are completely independent of us. We assume no responsibility for the content, privacy policies, or practices of such third parties, and we make no representation or warranty as to the accuracy, completeness, or authenticity of information contained in any third party websites. You understand and acknowledge that we have no right or ability to edit the content of any third party websites. Accordingly, you release us from any and all liability arising from your use of any third party websites.
The Services are provided "AS-IS" and "AS-AVAILABLE" and without any warranty or condition, express, implied, or statutory. We specifically disclaim to the fullest extent permitted by law, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, information accuracy, integration, interoperability, or quiet enjoyment. We disclaim any warranties for viruses or other harmful components in connection with the Services. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY ASPECT OF THE SERVICES OR YOUR USE THEREOF, WHETHER SUCH DAMAGES ARISE FROM YOUR USE, MISURE OR INABILITY TO USE THE SERVICES, FROM YOUR RELIANCE ON ANY CONTENT ON THE SERVICES, FROM THE INTERRUPTION SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE SERVICES OR THE TERMINATION OF YOUR ABILITY TO USE THE SERVICES BY US. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
WE AND OUR PARTNERS DO NOT WARRANT THAT (i) OUR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH OUR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (v) ANY ERRORS IN THE CONTENT WILL BE CORRECTED.
ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSBILE FOR ANY DAMAGES, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES.
YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR USE OF THE SERVICES. IN NO CASE SHALL THE MAXIMUM LIABILITY OF US ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE EXCEED THE AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTHS PRIOR TO A CLAIM ARISING.
To the maximum extent permitted by law, these Terms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of the State of Massachusetts without regard to conflict of law provisions. These Terms shall not be governed by the United Nations Conventions on Contracts for the International Sale of Goods. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN THE STATE OF MASSACHUSETTS.
(a) These Terms, as amended from time to time, constitute the entire agreement between you and us and supersede all prior agreements between you and us. These Terms may not be modified by you without our written consent.
(b) Our failure to enforce any provision of these Terms will not be construed as a waiver of such provision or any of our rights hereunder.
(c) If any provision of these Terms is declared void, illegal, or unenforceable, the remainder of these Terms will be valid and enforceable to the extent permitted by applicable law and the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
(d) Nothing herein is intended, nor will be deemed to confer rights or remedies upon any third party.
(e) These Terms are not assignable, transferable, or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction.
(f) You agree that we may provide you with notices by email, regular mail, or postings to the Services.
(g) The section titles in these Terms are for convenience only and have no legal or contractual effect.
(h) As used in these Terms, the term "including" is illustrative and not limiting.