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.
"Content" is information, materials and other content, including, but not limited to, video, sounds, images, text, data and designs.
"Customer" refers to any Internet visitor or user of NEDS, namely a person that seeks to use and engage with NEDS Content.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Linking to the Site.NEDS generally licenses third parties to provide links to the Site.
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:firstname.lastname@example.org.
Any notice of claimed infringement must be a written communication that includes the following under 17 U.S.C. §512(c)(3):
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.
Claims of Trademark Infringement.NEDS prohibits trademark infringement on its Site. NEDS provides the following contact information for receipt of infringement notices:email@example.com.
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.
Independent Customers.NEDS does not evaluate, provide, produce or control information or exchanges between Customers, in any manner.
Compliance with Terms.NEDS reserves the right to monitor any communications between Customers for the purposes of enforcing compliance with these Terms.
Service Restrictions.Customer agrees to the following restrictions as a condition of employing the Service.
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.
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.
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.
Notices.Any notice or other communication regarding these Terms shall be written. Notices sent to NEDS shall be sent firstname.lastname@example.org.
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.
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.
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.
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.
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.
Entire Agreement.These Terms, including additional policies incorporated by reference, constitute the entire agreement between NEDS and a Customer.
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.