N.E. DESKTOP SOFTWARE TERMS OF SERVICE

N.E. Desktop Software, Inc (NEDS). and its related sites or software products (“Service” or “Site” or “NEDS” or “TruGrid” or “trugrid.com”) are provided to all users (“Customer” or “Customers”) subject to these Terms of Service (“Terms”). Any use of the Service bounds a Customer to these Terms. If a Customer objects to any portion of these Terms, a Customer must immediately discontinue the use of the Site. NEDS reserves the right to enforce these terms via any available lawful means, including but not limited to, civil litigation and referral to applicable authorities for criminal prosecution.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NEDS. ALL CUSTOMERS OF NEDS SHOULD CAREFULLY REVIEW THESE TERMS, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT LEGAL RIGHTS AND RESPONSIBILITES

These Terms may be supplemented by additional legal policies or procedures, which are hereby incorporated by reference. In circumstances where there are conflicts between these Terms and the additional policies above, these Terms shall be deemed superior to the terms of any other policy.

Definitions

1. "Content" is information, materials and other content, including, but not limited to, video, sounds, images, text, data and designs.

2. "Customer" refers to any Internet visitor or user of NEDS, namely a person that seeks to use and engage with NEDS Content.

Registration, Customer Data and Customer Accounts

1. NEDS Registration Eligibility. By using the Service or the Site, you represent and warrant that you are thirteen years of age or (13) or older, and that you agree to abide by these Terms. By registering with the Site, a Customer affirms that the Customer’s registration is in compliance with all laws, rules and regulations applicable to the Customer. NEDS reserves the right to prevent or cancel a Customer’s registration for any reason. Membership on NEDS is void where prohibited by law.

2. Customer Account Registration Data. Any information provided to the Site by Customers must be accurate, current and complete. False identities, screen names, or impersonation of third parties is forbidden. Customers shall update information promptly. Customers agree to maintain the security of their respective usernames, passwords, and other personally identifiable information on the site. Customers are responsible for any activities and actions undertaken via the Customer’s account on the site.

3. Customer Account Registration Verification. NEDS may, in its sole discretion, require additional verification of a Customer’s identity or other background information for a Customer to continue accessing the Site. Upon request, a Customer shall provide NEDS with additional information that may be requested.

4. Customer Account Responsibility and Security. The owner of a Customer Account is solely responsible for all activities occurring on the Site under the applicable Customer Account.

   1. Customer agrees to maintain the confidentiality of the applicable Customer account and password.
   2. Customer is responsible for all activities that occur under the applicable Customer account, including, but not limited to, any third party use of an applicable Customer Account.
   3. Customer will not permit any unauthorized third party from accessing the site via the Customer’s account.
   4. Customer agrees that NEDS is not responsible for Customer loss that may occur as a result of any unauthorized use of a Customer account or password.
   5. Customer shall not employ the Site for any purpose that is unlawful, fraudulent or contrary to these Terms.
   6. Customer agrees to cooperate with any NEDS investigation into fraudulent or unlawful activity.
   7. Customer agrees not to create obscene, defamatory or hateful Customer names.

5. Customer Account Suspension, Cancellation and Termination. NEDS reserves the right, in its sole discretion, to suspend or terminate the account of any Customer for any reason. The Site may similarly prohibit a Customer from accessing the Site or any portion of the Service at its sole discretion. NEDS reserves the right to cancel or disable accounts dormant for a period in excess of 12 months.

6. Customer Acceptance of Privacy Policy. NEDS maintains a separate Privacy Policy applicable to the Service, incorporated by reference, which explains the Site’s collection and use of information gathered on the Site. Personally-identifiable information that you submit to NEDS for purposes of receiving products or services will be handled in accordance with the NEDS Privacy Policy or other applicable provisions. Any Customer accessing the Site acknowledges and agrees to the NEDS Privacy Policy.

Content and Intellectual Property

7. Site Ownership. The Service and Site are owned by NEDS or its corporate parents. Most aspects of the Service and Site, including, but not limited to, all methods, processes, content, formats, domain names, and extensions are the exclusive property of NEDS. Other rights, including, but not limited to, all inventions, trade secrets, patents, pending patents, copyrights, trademarks and other intellectual property rights are the exclusive property of NEDS. NEDS does not confer any rights to any Customer, either expressly or by implication, except as otherwise provided herein.

8. Customer Content Ownership. Content provided by Customers for use or display on the Service shall continue to be owned by the applicable Customer or any other applicable third party rights holder. However, Customers understand and agree that NEDS shall have an absolute license and right to use, copy, distribute, or otherwise display, in perpetuity, Customer provided Content on NEDS, as well as third-party sites with whom NEDS may have agreements.

9. Prohibition on Infringement. No Customer shall use the Site to infringe upon any copy written works, trademarks, trade secrets, patents, or other intellectual property rights of any third party.

10. Customer Communications. Customers acknowledge that communications with NEDS, including, but not limited to, comments, suggestions, questions, and other information or communications about the Service are not confidential. Such communications shall become the property of NEDS. In sending the Site any information or material, you grant NEDS an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, such materials or information without Customer compensation or acknowledgment.

11. Limited License to Access Content. The Content appearing on NEDS may be subject to copyright protection. Applicable copyrights are the proprietary property of NEDS, its Customers, its licensors, or other third parties with all rights reserved.

    1. Content on NEDS may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or otherwise used for the creation of derivative works without the express written consent of NEDS.
    2. Customers are granted a non-exclusive, non-transferable, limited permission to access and display the Content appearing on NEDS on the Customer’s client for purposes of personal, non-commercial use of the Service subject to these Terms. Customers must retain all copyright, trademarks, patent and other intellectual property notices contained in content.
    3. Some Content appearing on NEDS, including, but not limited to, third party content, software and related resources, may be subject to their own terms, conditions, licenses and notices. Such Content shall be governed by their own terms and conditions as may or may not be provided.
    4. All licenses provided to Customers by NEDS are subject to revocation by the Service at any time without notice and with or without cause. Any use of the Service other than specifically provided in these Terms or as expressly granted by NEDS is strictly prohibited and shall immediately terminate without notice any license granted by these Terms.

12. Trademarks, Service Marks and Other Intellectual Property. Content appearing on NEDS may contain trademarks, service marks, trade names and trade dress owned by NEDS. These marks and names are subject to applicable trademark laws in the United States and internationally, and may not be used in connection with any service or product that is likely to violate applicable trademark laws unless such use is expressly granted by NEDS. Unless explicitly stated, nothing in these Terms shall be construed as a grant of intellectual property rights under any legal theory.

13. Third Party Content and Services. The Content available via the Service may include access to third party sites, services and content provided by other Customers that is completely independent of NEDS.

    1. These third party resources may include, but are not limited to, third party web sites, software, products, services, networks and similar resources.
    2. Inclusion of third party resources on NEDS does not imply endorsement or approval of any particular resource. NEDS does not investigate, review, monitor or otherwise regulate third party resources that may appear on the Site, and the Service does not warrant the accuracy, completeness or appropriateness of third party resources appearing on the Site. Any Customer choosing to interact with a third party resource appearing on NEDS is subject to the terms and conditions of that particular third party resource.
    3. Customers access third party resources found on the Site at their own risk. NEDS urges Customers to review the applicable terms and policies, including privacy and data gathering practices, of any third party resource accessed from NEDS. All Customers agree that NEDS shall not be responsible for any loss or damage of any sort incurred as the result of any dealings or transactions between Customers or between a Customer and a third party.

14. Linking to the Site. NEDS generally licenses third parties to provide links to the Site.

    1. Links to the Site must not alter the visual appearance or content of the Site, misrepresent a relationship with NEDS, imply that the link is an endorsement or approval of the linking site or its related products and services by NEDS, present false information about NEDS or otherwise damage the reputation and goodwill of NEDS.
    2. All links to NEDS are subject to the Site’s continuing permission to maintain such links. NEDS reserves the right to terminate permission to link to the Site at any time and third parties that link to the Site are obligated to immediately remove all links to the Site upon the request of NEDS.

15. Claims of Copyright Infringement. NEDS prohibits copyright infringement on its Site. Pursuant to the Digital Millennium Copyright Act (“DMCA”), NEDS provides the following contact information for receipt of infringement notices: notices@nedesktop.com.

    1. Any notice of claimed infringement must be a written communication that includes the following under 17 U.S.C. §512(c)(3):

       1. A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
       2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works.
       3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
       4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
       5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
       6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    2. Upon receipt of a notice of claimed infringement, NEDS will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of the claim. Subsequent proceedings after initial notification are governed by the DMCA. Pursuant to the DMCA and other applicable law, NEDS reserves the right to terminate any infringer, particularly repeat infringers, for any reason in its sole discretion.

16. Claims of Trademark Infringement. NEDS prohibits trademark infringement on its Site. NEDS provides the following contact information for receipt of infringement notices: notices@nedesktop.com.

    1. 1. A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
       2. Identification of the trademark claimed to have been infringed, complete with registration number and issuing government authority.
       3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
       4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
    2. Upon receipt of a notice of claimed infringement, NEDS will investigate the claim. NEDS reserves the right to terminate any infringer, particularly repeat infringers, for any reason in its sole discretion.

Site and Service

17. Limitations of Service. NEDS acts solely as a technological intermediary between Customers, pursuant to 47 U.S.C. § 230. NEDS does not produce, provide or control Customer Content. NEDS does not evaluate or control information shared between Customers. NEDS maintains no editorial or other control concerning Content provided by Customers.

18. Independent Customers. NEDS does not evaluate, provide, produce or control information or exchanges between Customers, in any manner.

    1. NEDS does not verify, guarantee or make any representations regarding the identity of any Customer.
    2. NEDS does not make editorial or managerial decisions concerning Customer content, and assumes no responsibility for any Customer’s compliance with laws or regulations concerning the content of listings or profiles.
    3. NEDS does not control and is not responsible for the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by any Customer.
    4. Customer information found on the Site does not imply that NEDS endorses, recommends, verifies or evaluates any Customer. No content on the Site shall be considered a referral, endorsement, recommendation or guarantee of any Customer.

19. Compliance with Terms. NEDS reserves the right to monitor any communications between Customers for the purposes of enforcing compliance with these Terms.

Customer’s Consumption of Services on the Site

20. Service Restrictions. Customer agrees to the following restrictions as a condition of employing the Service.

    1. No Customer shall attempt to circumvent the Site or its communications process by any means.
    2. No Customer shall engage in any activity that would be considered harassing to any other Customer.
    3. No Customer shall make any effort to obtain unauthorized access to any portion of the Site that is not intended for the Customer.
    4. No Customer shall make any communication to other Customers related to any third-party economic interest, including, but not limited to, promotions of other websites, businesses or interests.
    5. Members who initiate and receive services via NEDS do so entirely at their own risk.

Disclaimer of Warranties and Limitation of Liability

21. Disclaimers. NEDS attempts to ensure accuracy of information on the Service, but cannot guarantee that any content is entirely correct, current or complete. The Site may contain technical inaccuracies or typographical errors. The Site may occasionally be temporarily unavailable for maintenance and related reasons. USE OF THIS SITE IS AT A USER’S SOLE RISK. ALL CONTENT AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. NEDS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, NEDS MAKES NO WARRANTY OR GUARANTEE THAT THIS SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND AND AGREE THAT ACCESSING NEDS IS AT THE USER’S OWN RISK AND DISCRETION AND THAT THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

22. Limitation of Liability. IN NO EVENT WILL NEDS OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE SITE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE SITE FOR THE SERVICE, BUT IN NO CASE WILL THE SITE’S LIABILITY TO YOU EXCEED $100. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO NEDS FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM NEDS, REGARDLESS OF THE CAUSE OF ACTION.

23. Indemnity. YOU FURTHER AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY NEDS, AND ITS EMPLOYEES, SUBSIDIARIES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SITE OR PROVISION OF OPERATOR SERVICES, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, FORESEEABLE AND UNFORSEEABLE, DISCLOSED AND UNDISCLOSED.

Additional Terms

24. Notices. Any notice or other communication regarding these Terms shall be written. Notices sent to NEDS shall be sent to notices@nedesktop.com.

25. Governing Law. This Site has been designed to comply with United States law. NEDS does not guarantee that the Content of the Site is appropriate for jurisdictions outside the United States. All Customers agree that by visiting or using the Site the laws of the State of Illinois, without regard to principles of conflict of laws, will govern these Terms.

26. Dispute Resolution, Arbitration. Any dispute shall be subject to mediation conducted by the American Arbitration Association (AAA) with a mediator that shall be mutually selected, or if agreement cannot be reached, with a mediator assigned by the AAA. If the dispute is not resolved within 90 days after it is referred to a mediator, the matter shall be referred to binding arbitration. Costs of the mediation shall be borne equally by the parties.

    1. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by the AAA with an arbitrator that shall be mutually selected, or if agreement cannot be reached, with an arbitrator assigned by the AAA. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. The arbitrator shall allocate costs of the arbitration, including applicable attorney fees.

27. Assignment. Except as expressly provided herein, no Customer shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under these Terms without the written consent of NEDS.

28. Severability. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, that provision of these Terms will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms will continue in full force and effect.

29. Modifications. NEDS retains the right to modify these Terms at any time, and changes shall become effective immediately upon publication. While NEDS may notify Customers of changes, the Customer is obligated to review these Terms on a regular basis.

30. Entire Agreement. These Terms, including additional policies incorporated by reference, constitute the entire agreement between NEDS and a Customer.

31. Waiver. NEDS’s failure to act with respect to a breach of these terms by a Customer does not waive the Site’s right to act with respect to subsequent or similar breaches.