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.
Registration, Customer Data and Customer Accounts
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.
Content and Intellectual Property
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.
Site and Service
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.
Customer’s Consumption of Services on the Site
Service Restrictions. Customer agrees to the following restrictions as a condition of employing the Service.
Disclaimer of Warranties and Limitation of Liability
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 to 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.
Non-Personally Identifying Information
Information Collected from Visitors. NEDS collects certain information from all Visitors that is not personally identifiable. This information includes, but is not limited to, the user’s Internet service provider (ISP), Internet protocol (IP) address, including applicable location, Internet browser type and version and operating system (OS). Other information collected includes the date and time of a Visitor’s exit and entry on the Site, the names and addresses of referral sites, the specific pages a Visitor chooses to visit on the Site and certain search terms that a Visitor may have employed to find the Site.
Use of Information from Visitors. Information collected from Visitors is used for purposes of internal reviews, including, but not limited to, traffic audits, tailoring of pages to a particular user’s technology environment, analyzing traffic and search trends, generating aggregate demographic information and general Site administration. This aggregated data is anonymous and does not allow third parties to identify any Visitor personally.
Personally Identifying Information
Registration by Children Prohibited. Pursuant to the NEDS Terms of Service, only users 13 years and older may register for an account with NEDS. Pursuant to the Children's Online Privacy Protection Act of 1998 (COPPA), NEDS generally does not knowingly collect personally identifiable information from children under thirteen (13) years of age. Upon notice that NEDS has inadvertently collected personally identifiable information from a child under thirteen, NEDS will take all reasonable steps to remove such information from its records as quickly as reasonably possible.
Information Collected from Customers. NEDS may allow Customers to provide certain types of personally identifiable Content, such as:
Communications with Customers from NEDS. Information collected from Customers may be used by NEDS for purposes of communicating with Customers, including, but not limited to, sending a Customer occasional e-mail messages from NEDS, corresponding with Customers via email in response to Customer inquiries, providing services a Customer may request, sharing the Customer’s information with selected third-parties, and otherwise managing a Customer’s account.
Use of IP Addresses from Customers. IP addresses collected with personally identifiable information may be employed by the Site for identity, safety and security purposes. Such uses include, but are not limited to, identifying specific Customers or preventing access to the Site based on a Customer’s IP address.
Customer Historical Data. NEDS maintains a historical record for each Customer. This historical record may include, but is not limited to, prior Transactions, account history, Site activities and related data. This data may be employed to assist the Site in identifying potential liabilities, resolving disputes, troubleshooting problems and enforcing all terms of the Site. These data sets cannot be completely removed for any reason, including Customer request.
Security. NEDS employs commercially reasonable security methods to secure Customers’ privacy, including, but not limited to, third-party encryption of payment forms, password protected file systems and similar means of protection, designed to protect the loss, misuse and alteration of information under the control of NEDS. While NEDS takes commercially reasonable security precautions, the Site is not responsible for data breaches of third parties, such as payment processors, web hosts or advertising providers.
Voluntary Public Disclosure. The Site may include features, such as, but not limited to, Customer listings, Customer Content, discussion forums, blog comment forms and related tools that allow Customers to publicly share information about themselves. Any information a Customer discloses in these areas may be publicly available on the Internet. Such information may be read, collected, or used by other Internet users. NEDS is not responsible for personally identifiable information a Customer may choose to publicly disclose.
Third Party Websites. This Policy applies only to information collected by NEDS. The Site may contain links to other third party web sites that are not owned or controlled by NEDS. These sites control their own privacy practices and are not bound by this Policy. NEDS is not responsible for the information or services provided on third party sites, nor is it responsible for the privacy practices or content of their sites.
Disclosure. NEDS reserves the right to disclose your personally identifiable information as required by legal mandate, including, but not limited to, compliance with a judicial proceeding, court order, or legal process lawfully served on NEDS. Disclosure may also occur in order to prevent or report suspected fraud or suspected illegal activities. NEDS may also disclose information in other circumstances that NEDS believes in good-faith requires disclosure.
Ownership of Data. NEDS may use or employ any personally identifiable information that may be collected. Such information may be used for any legal purpose, which may include marketing purposes. Were NEDS to engage in a business transition, such as a merger, acquisition or sale, your personally identifiable information may be among the assets transferred.
Opt-Out and Modification of Provided Information. Customers may opt-out of communications from NEDS. NEDS will provide a method via which Customers may request that their contact information be modified or removed to preclude future communications from NEDS.
Contact Information. Any notice or other communication regarding this Policy shall be written. Notices sent to NEDS shall be sent to email@example.com.