Privacy Policy

Policy Version Date: _________________, 2011

REPORTGRID PRIVACY POLICY

ReportGrid, Inc. ("ReportGrid," "Us," or "We") is committed to protecting the privacy of the users of the http://www.reportgrid.com web site (the "Site") and the services offered through the Site (the "Services"). This privacy policy (the "Policy") discloses ReportGrid's information privacy practices for the Site and Services. This policy is intended to inform registered users and other visitors to the Site of the information collection and use practices of the Site and Services. Amendments to this Policy will be posted on the Site and will be effective when posted. Your continued use of the Site or Services following the posting of any amendment will constitute your acceptance of that amendment, except if your personally identifiable information will be used in a materially different manner. See the Notification of Changes section below for further information. If you have questions or concerns regarding this Policy, you should contact ReportGrid by e-mail at contact@reportgrid.com.

OWNERSHIP AND USE

ReportGrid is the owner of the information collected on the Site and through the Services. We will not sell, share, transfer, or use this information other than as stated in this Policy.

REPORTGRID CUSTOMERS AND OTHER THIRD PARTIES.

Certain of the web sites of ReportGrid's customers, advertisers or affiliates and other third-parties may be accessible through the Site or Services. You may be asked to provide personally identifiable information (or other information) to these third parties through these web sites, including by way of example when you click on a link on the Site to one of these other web sites. These customers and third parties maintain their own privacy and data collection policies and practices. This Policy covers only the Site and Services and does not extend to our customers or any third parties. REPORTGRID IS NOT RESPONSIBLE FOR THE POLICIES OR PRACTICES OF OUR CUSTOMERS OR ANY THIRD PARTIES. YOU SHOULD REVIEW THE APPLICABLE PRIVACY POLICIES OF OUR CUSTOMERS AND ANY THIRD PARTIES BEFORE PROVIDING THEM WITH ANY PERSONALLY IDENTIFIABLE INFORMATION.

REGISTERED USERS.

Registration is not mandatory to access the public areas of the Site. Registration is, however, required for access to certain areas of the Site and the use of certain of the Services provided through those areas of the Site. The areas of the Site requiring registration are noted on the Site. Users registering to receive an account on the Site will be provided with a username and password for purposes of accessing their account and the portions of the Site available to account holders. When accessing the portions of the Site available to account holders, and using the Services provided through those areas of the Site, users may be required to provide their username and password. ReportGrid is not responsible for any loss or misuse of your username and password. ALWAYS REMEMBER THAT TO PROTECT YOUR PRIVACY YOU SHOULD NOT SHARE YOUR USERNAME OR PASSWORD WITH OTHERS.

PERSONALLY IDENTIFIABLE INFORMATION.

We only collect and share personally identifiable information regarding users of the Site or Services as described in this Policy. Except as noted in this Policy, personally identifiable information collected on the Site or through the Services is NOT shared with third parties without your consent. We may automatically collect personally identifiable information from you when you access the Site or use or access the Services. We may also collect personally identifiable information from you through a number of voluntary sources on the Site and through the Services, such as responses, registrations, surveys, reviews, comments, confirmations, emails, postings, messages or other electronic submissions and communications sent by you to the Site or through Services. The personally identifiable information we may collect from you will include, by way of example:

NON-PERSONALLY IDENTIFIABLE INFORMATION.

Where possible, our server automatically recognizes and collects certain non-personally identifiable information regarding visitors to the Site and users of the Services, including by way of example, IP address, browser type, and other information regarding the system and connection of each visitor or user. We also collect information about how visitors access and use the Site and Services, including by way of example what pages of the Site are viewed and what portions of services are used. This information allows us to improve the content of the Site and Services, facilitate research and analysis of the Site and Services, and develop and refine our Services. Sometimes, we utilize the services of a third party to help us understand this information better, although the information that is disclosed to these entities remains at all times in anonymous and non-personally identifiable form. Other than improving the Site and Services, and the experience of visitors to the Site and users of the Services, we make no other use of this information.

DISCLOSURE AS REQUIRED BY LAW.

Though we make every reasonable effort to preserve user privacy, we may need to disclose personally identifiable information of certain users of the Site or Services when we have a reasonable and good-faith belief that the disclosure is necessary to enforce the Terms of Use for the Site, comply with a judicial proceeding, court order or other legal process, or to otherwise enforce or protect ReportGrid's rights under applicable law, including, without limitation, ReportGrid's intellectual property rights. In this situation we will use reasonable efforts to provide notice of this disclosure to all affected users, to the extent reasonably possible under the circumstances.

ENHANCEMENT OF PERSONAL INFORMATION.

We may combine and enhance our user database information with third party data and information to better target our advertising and provide pertinent offers in which we think our users would be interested. Certain summary demographics are also used in our research product offerings. Individual personally identifiable information is never used in our research product offering and is never tied back to an individual user or resold for any purposes.

SERVICE ANNOUNCEMENTS.

On occasion it is necessary to send out service related announcements. For instance, if the Site or any of the Services is temporarily suspended for maintenance we might send users an email. Generally, users may not opt-out of these communications, though they can deactivate their account. These communications are not promotional in nature.

SPECIAL OFFERS AND UPDATES.

We may send new registrants of the Site or Services a welcoming email to verify password and username. Established members may occasionally also receive information on products, services and special deals, and periodic newsletters. Out of respect for the privacy of our users we present the option to not receive these types of communications. Please see the Choice and Opt-out section.

YOUR CALIFORNIA PRIVACY RIGHTS.

California law provides that California residents have a right to request that businesses tell them how their personally identifiable information has been shared with third parties for those third parties' direct marketing purposes. However, there is an exception to this requirement for businesses that have adopted and disclosed, in their privacy policy, a policy of not disclosing a person's personally identifiable information to third parties for those third parties' direct marketing purposes if that person has exercised an option to opt-out of the disclosure of their personally identifiable information to third parties for such purposes. ReportGrid has adopted a policy of allowing you to opt-out of the disclosure of your personally identifiable information to third parties for their direct marketing purposes and thus falls within this exception. Instructions for opting out can be found in the section below entitled "Choice and Opt-Out."

CHOICE AND OPT-OUT.

We provide you with a choice whether to receive certain emails and other communications through the Site and Services. We provide you the opportunity to 'opt-out' of having your personally identifiable information used for certain purposes. If you are a user of the Site or Services and you no longer wish to receive emails, mail, or telephone calls from us or have your email address or postal address shared with third parties, you may opt-out of receiving email, mail or telephone calls from us or having your email address or postal address shared with third parties. In addition, if you would prefer that we not share your personally identifiable information with third parties for the third parties' direct marketing purposes, you may opt-out of having your personally identifiable information shared with third parties for the third parties' direct marketing purposes. All opt-out requests can be made by emailing us at: contact@reportgrid.com.

CHILDREN.

The Site and Services are not directed to children under 13 years of age. ReportGrid does not knowingly solicit or collect personal information from children under 13 years of age.

CUSTOMER SERVICE.

We provide customer service as set forth in our Terms of Service. We communicate with users to provide these services in accordance with our Terms of Service.

COOKIES AND WEB BEACONS.

"Cookies" include commonly used pieces of information in the form of small files that are placed on an individual's computer hard drive to enable the individual to more easily communicate and interact with the Site and Services. We may use cookies on the site or in communications sent through the Services for various purposes, including by way of example: Saving user preferences; Customizing content of the Site for individual users; Ensuring that users are not repeatedly sent the same banner ads; Recording session information; Saving certain information about users of the Site and others who visit the Site; and Facilitating and enhancing interaction with the Site. ReportGrid does not use cookies to retrieve information from a computer that is unrelated to ReportGrid or the Site or Services. A cookie does not collect or keep your name or other personally identifying information; however, we may link the information obtained through cookies to other personally identifiable information to give us a better understanding of your preferences, so that we can provide a more meaningful experience to you on our Site and through our Services. "Web beacons" (also known as "singleÐpixel" or "clear" GIFs) include electronic images imbedded in the Site or sent through the Services which are invisible to users. Web beacons collect information, such as identifiers, time and date of access, and descriptions of the pages or communications in which the web beacons are imbedded. The Site and Services may include web beacons. We may use the web beacons on the Site and Services for various purposes, including by way of example to track users who have visited our Site, viewed advertisements on the Site or in communications sent through the Services, or otherwise accessed communications sent through the Services. We may use an outside advertisement serving company to display advertisements on the Site or in communications sent through the Services. The advertisement serving company may place and collect cookies or web beacons when it displays an advertisement on the Site or through the Services. We do not have access to information that would confirm the use of cookies or web beacons by the advertisement serving company. We may also use a third party provider to analyze data and patterns regarding usage of the Site and the communications sent through Services. This third party provider may use cookies or web beacons to collect such information. Most browsers will allow you to erase cookies from your computer hard drive, block acceptance of cookies, or receive a warning before a cookie is stored. You may also be able to refuse certain web beacons by adjusting the settings on your browser or email software. Please refer to your browser or email software instructions or help screen to learn more about these functions.

ACCESS, REVIEW, UPDATE.

The users of the Site or Services should visit our website at http://reportgrid.com or email us at contact@reportgrid.com to review, delete, deactivate, update or change any personal information that was previously provided to or collected by ReportGrid.

CONSENT TO THE USE OF THIRD PARTY PROVIDERS.

In addition to the specific third parties noted in this Policy, ReportGrid may also contract with other third parties to provide various services to ReportGrid relating to the Site or Services on an outsourced basis rather than performing the services itself. For example, ReportGrid may contract with a web site hosting provider to host all or a portion of the Site or Services for ReportGrid. By visiting the Site or using the Services, all visitors consent to ReportGrid providing both personal and non-personal information received from those visitors to these third party providers for the purpose of enabling the third party provider to provide these outsourced services to ReportGrid. In addition, all visitors consent to the collection, maintenance, and processing of their personal and non-personal information by ReportGrid and these third party providers.

NOTIFICATION OF CHANGES.

If we decide to change this Policy, we will either notify users by way of an e-mail or post material changes on the Site so our users are aware of what information we collect, how we use it, and if we disclose it. Unless we seek and receive your consent, we will use information in accordance with the Policy under which the information was last collected. Users may prevent their information from being used for purposes other than those for which it was originally collected by emailing us at contact@ReportGrid.com.

SECURITY.

We will use at least industry standard security measures on the Site to protect the loss, misuse and alteration of the information under our control. While there is no such thing as "perfect security" on the Internet, we will take all reasonable steps to insure the safety of your personal information. For example, our policy is that only those individuals who need your personally identifiable information to perform a specific job are granted access to that personally identifiable information. Likewise, all employees and contractors are kept up-to-date on our security and privacy practices. Finally, the servers that we store personally identifiable information on are kept in a secure environment.

CONTACT INFORMATION.

All inquiries concerning this Policy and the Site or Services in general may be sent to contact@ReportGrid.com.

TRANSFER OF INFORMATION.

If ReportGrid elects, in its reasonable discretion, to transfer ownership or control of the Site or Services to a third party, whether or not in the context of an acquisition, merger, or reorganization, you consent to the transfer of your personally identifiable information and non-personally identifiable information by ReportGrid to that third party, provided that all use of your information by that third party remains subject to the terms of this Policy. Thank you for visiting the Site and using the Services.

Terms of Service

This TERMS OF SERVICE (this "Agreement") is made between ReportGrid, Inc. ("ReportGrid") and you, or, if you represent an entity or other organization, that entity or organization (in either case "You").

ReportGrid provides certain services relating to the analysis, visualization and reporting of web-based and mobile applications (the "Services") through the web site located at www.reportgrid.com and such other sites as may be designated by ReportGrid (collectively, the "Site").

All access to and use of the Services available through the Site is subject to the terms of this Agreement. If You have placed or later place an order (whether through the Site, by email, phone or otherwise) with ReportGrid (Your "Order") seeking to access and use certain of the Services, and if ReportGrid accepts that Order, then Your access to and use of the Services is also subject to the terms of that Order.

In addition to the terms of this Agreement and any accepted Order, Your access to and use of the Site and Services is subject to ReportGrid's then-current policies relating to the Site and Services, including, without limitation, the ReportGrid Privacy Policy available on the Site. You are responsible for compliance with these policies and all other ReportGrid policies applicable to the access and use of the Services posted to the Site or provided through Services.

PLEASE CAREFULLY READ THIS AGREEMENT. BY SUBMITTING AN ORDER OR BY ACCESSING OR USING THE SITE OR SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, REPORTGRID IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SITE OR SERVICES AND YOU MUST NOT ACCESS OR USE THE SITE OR SERVICES. IF YOU ACCESS OR USE THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.

This Agreement is entered into as of the earlier of the date You first submit an Order relating to the Services or first access or use the Services or a Site (the "Effective Date").

DEFINITIONS.

Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.

ELIGIBILITY.

The Services are not available to individuals under the age of 18 or who do not meet any of the other qualifications included in this Agreement.

MODIFICATIONS TO THE SITE AND SERVICES.

ReportGrid reserves the right, at any time, to modify the Site, Services or this Agreement, by making such modification available on the Site or by providing other notice to You. Any modification will be effective immediately upon posting on the Site or such other notice. As applicable, You will be deemed to have agreed to such modification through Your continued use of the Site or Services.

ORDERS AND CONFIRMATION.

All Orders placed by You will be governed by the terms of this Agreement. ReportGrid will confirm Your Order either through the Site at the time you submit Your Order or by providing You with access to the Services (each, a "Confirmation"). If the terms of any Order conflict with the terms of any Confirmation of that Order, the terms of the Confirmation will govern and control with respect to the Services provided to You. This Agreement will govern and control the terms of each Order and Confirmation under this Agreement. By accessing or using any of the Services, You agree to be bound by the terms of this Agreement and each applicable Order and Confirmation with respect to those Services.

TERM.

This Agreement will be effective upon the Effective Date. The term of this Agreement will continue for the initial period stated in the applicable Order or Confirmation for the Services and will thereafter automatically renew for successive additional periods of equal duration. If no initial period is stated in the applicable Order or Confirmation for the Services, this Agreement will continue for an initial period of 1 month and will thereafter automatically renew for successive additional 1-month periods. Unless terminated as set forth herein, the term of this Agreement will continue to renew until You notify ReportGrid that You do not wish to renew the Agreement at least 10 days prior to the end of the then-current period. In all other cases, the term of this Agreement will continue until terminated as set forth herein.

SUBSCRIPTION.

Subject to this Agreement, during the term of this Agreement ReportGrid will provide You with a limited subscription to access and use the Services subject to Confirmations under this Agreement, solely for Your own use in connection with your own business purposes. Your rights to access and use the Services are personal, non-exclusive, non-transferable and non-sublicensable. You understand that ReportGrid may from time to time, in its sole discretion, update, change, revise, suspend or discontinue the Services (or any portion thereof) with or without notice.

ACCESS TO THE SERVICES.

Upon Confirmation of Your Order by ReportGrid, the rights granted to You under this Agreement entitle You to access the Services through accounts (each, an "Account"). You will be provided with a user identification and password applicable to each Account You have purchased (each such user identification and password, an "Account ID"). Each Account ID is personal in nature and may be used only by You or, if You are an organization, by designated employees within Your organization (such individual, as applicable, the "User" of the Account). You are solely responsible for all use of the Services by each User and for compliance by each User with the applicable terms of this Agreement. You will ensure the security and confidentiality of each Account ID and will notify ReportGrid immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that You are fully responsible for all costs, fees, liabilities or damages incurred through use of each Account ID (whether lawful or unlawful) and that any Services ordered or transactions completed through any Account or under any Account ID (including without limitation sharing of Your Content (as defined below) with other parties) will be deemed to have been lawfully completed by You. In no event will ReportGrid be liable for the foregoing obligations or the failure by You to fulfill such obligations. You will be solely responsible, at Your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for You and each User to connect to, access, and use the Services and the Site.

SOFTWARE.

Any software or code available on or for download through the Site or Services ("Software") is protected by IPR (as defined below). Unless otherwise expressly stated in a license or other agreement separate from this Agreement that You may have entered into (or may enter into) with ReportGrid relating to any Software (each such license or other agreement, a "Software License Agreement"), ReportGrid grants You a limited, non-exclusive right and license to download, install and execute the Software in accordance with the instructions provided on the Site and solely for your own business purposes in connection with Your access to and use of the Services. Except as expressly set forth in the foregoing sentence (or any applicable Software License Agreement), You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software or any IPR therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of ReportGrid. Except as set forth in this Agreement, any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement.

Third-Party Services. The Services may include services developed, provided or maintained by third-party service providers ("Third Party Services"). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement separate from this Agreement that You may enter into (or may have entered into) relating to those Third Party Services (each, a "Third Party Service Agreement"). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third Party Services will be subject to the terms of this Agreement. Third Party Services may be subject to additional Fees as set forth on the Site. Notwithstanding the terms of any Third Party Services Agreement, ReportGrid may change, modify or discontinue any Third Party Service at any time and without notice to You. Except as expressly set forth in this Agreement or any Third Party Service Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Services.

RESTRICTIONS.

You acknowledge that the Services, Site, Software, and the databases, software, hardware and other technology used by or on behalf of ReportGrid to provide the Services and operate the Site (the "Technology") and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of ReportGrid. You will not, and will not permit any third party to: (1) access or use the Services or the Site, in whole or in part, except as expressly provided in this Agreement; (2) use the Site, Services or any Software in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Services; (3) use automated scripts to collect information from or otherwise interact with the Site, Services or any Software; (4) alter, modify, reproduce, create derivative works of the Services, Technology, or any Software; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Services or any Software, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the Services or any Software, or access thereto, available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Site, Services, Technology or any Software; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site, Services, Technology, or any Software; (8) use the Site or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; or (9) interfere in any manner with the operation or hosting of the Site, Services, Technology or any Software, or attempt to gain unauthorized access to the Site, Services, Technology or any Software. You will not allow any access to or use of the Services by anyone other than Your authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.

FEES AND PAYMENT.

You agree to pay ReportGrid all fees set forth in each Order or Confirmation and any fees otherwise specified on the Site or through the Services ("Fees"). All Fees will be billed as indicated in each Order or Confirmation. If the applicable Order or Confirmation does not specify any applicable billing terms, the initial payment of Fees specified under that Order or Confirmation for each period in Your subscription will be due and payable by You in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant ReportGrid the right to charge the credit card or debit the bank account provided to ReportGrid for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to ReportGrid (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law. ReportGrid may change any portion of the Fees by posting the changes to the Site or otherwise notifying You through the Services of the change, such changes to take effect at the beginning of the next period of this Agreement. If ReportGrid requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.

TERMINATION.

This Agreement may be terminated by ReportGrid, at any time, in ReportGrid's sole discretion: (1) upon any breach by You of this Agreement that remains uncured 10 days after ReportGrid delivers written notice to You of such breach; or (2) if You have received a credit from ReportGrid for use in lieu of payment for the Services or a subscription to any free Services, as indicated in an applicable Order or Confirmation (a "Trial/Free Subscription"), at any time during any Trial/Free Subscription, for any reason or no reason, upon notice to You. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Site and Services; (c) all Fees then owed by You will become immediately due and payable; and (d) You will immediately either return to ReportGrid or, at ReportGrid's discretion, destroy the ReportGrid Content (as defined below), Account IDs, ReportGrid Confidential Information (as defined below), and other information related to this Agreement in Your possession or control; and (e) ReportGrid may delete any of Your Content held by ReportGrid at any time. Sections 10 (Restrictions), 11 (Fees and Payment), 12 (Termination), 14 (Ownership), 16.3 (Warranties and Disclaimer: Disclaimer), 17.2 (Indemnity: By You), 18 (Limitation on Liability), 19 (Data Privacy), 20 (Confidentiality), 23 (Disputes), 24 (Governing Law) and 25 (General) will survive any expiration or termination of this Agreement.

SUSPENSION.

Without limiting ReportGrid's right to terminate this Agreement, ReportGrid may also immediately and indefinitely suspend Your access to the Site or Services, including, without limitation, all of Your Content, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by ReportGrid to be inappropriate or detrimental to the Site, Services, ReportGrid, or any other ReportGrid customer or user. ReportGrid may at any time following any suspension, suspend access to or delete any of Your Content held by ReportGrid or the Site or Services.

OWNERSHIP.

ReportGrid retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Site, Services, Technology, ReportGrid Content, any Software, and any additions, improvements, updates, and modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to You to use them apart from Your right to access the Services under this Agreement. The ReportGrid name, logo and the product and service names associated with the Services are trademarks of ReportGrid (or its third party providers), and no right or license is granted to You to use them. For purposes of this Agreement, "IPR" means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

CONTENT.

ReportGrid Content. ReportGrid may provide You with access to certain data, information, and other content through the Site and Services ("ReportGrid Content"), which, for clarity, does not include Your Content. Unless otherwise noted on the Site, as between You and ReportGrid, all ReportGrid Content is owned by ReportGrid. Subject to this Agreement, each User may access the ReportGrid Content (without modification) solely for Your own business purposes in connection with Your use of the Services. Except as expressly provided in this Agreement, You will not, and will not permit any User to: (i) alter, modify, reproduce, or create derivative works of the ReportGrid Content; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer the ReportGrid Content, including, without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties; or (iii) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the ReportGrid Content. Certain of the ReportGrid Content may include or be based on data, information and content from independent third party providers ("Third Party Content"). ReportGrid uses commercially reasonable measures to ensure that the Third Party Content is reliable, but ReportGrid has no independent basis to verify or contradict the accuracy or completeness of the Third Party Content and will not be responsible for any erroneous Third Party Content provided through the Services. Your Content. You will be solely responsible for all data, information, and other content that You may provide or generate through Your use of the Services, or that ReportGrid may receive, collect or obtain through Your use of the Services, including, without limitation, (i) any analysis, visualization or reports of web and mobile application usage generated through the Services, or (ii) any personally identifiable information relating to You or any of Your Users, customers, service providers, employees, contractors, recipients, or agents generated or received through Your use of the Services (collectively, "Your Content"). You grant to ReportGrid all necessary rights and licenses in and to Your Content necessary for ReportGrid to provide the Services under this Agreement. As between You and ReportGrid, You retain all of Your rights in and to Your Content and do not convey any proprietary interest therein to ReportGrid other than the licenses set forth herein. You represent and warrant that none of Your Content violates this Agreement or the Privacy Policy. You will maintain an adequate back-up of all Your Content and ReportGrid will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content. You represent and warrant to ReportGrid that You have all necessary right, title, interest and consent necessary to allow ReportGrid to use Your Content for the purposes for which You provide Your Content to ReportGrid. You will defend, indemnify and hold harmless ReportGrid from any and all losses, costs, damages, liabilities or expenses (including without limitation reasonable attorney's fees) incurred or arising from any claim by a third party arising out of or relating to Your Content or the use thereof by ReportGrid in providing the Services.

WARRANTIES AND DISCLAIMER.

By ReportGrid. Except in the case of any Services provided during a Trial/Free Subscription, ReportGrid represents and warrants to You that ReportGrid will use commercially reasonable efforts to maintain and verify that the Services operate in accordance with this Agreement. ReportGrid's sole obligation and Your sole and exclusive remedy in the event of any failure by ReportGrid to comply with the foregoing sentence will be for ReportGrid to, at ReportGrid's option, re-perform the affected Services or refund to You the fees You have actually paid for the affected Services during the month in which the failure occurred. Notwithstanding the foregoing, You remain solely and entirely responsible for Your compliance with, and will defend, indemnify and hold harmless ReportGrid from and against any claims arising from any actual or alleged violation by You of any international, federal, state or local treaties, laws, rules, regulations or ordinances regarding Your use of or access to the Site or Services or regarding your business, products or services. By You. You hereby represent, warrant, and covenant for the benefit of ReportGrid that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Services; and (3) Your Content, and any other data, information or content You provide to ReportGrid in connection with this Agreement and Your access to the Site and use of the Services, is correct and current. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION REF _Ref306781437 \w \h 16, THE SITE AND SERVICES (AND ALL REPORTGRID CONTENT PROVIDED THROUGH THE SITE AND SERVICES) ARE PROVIDED TO YOU STRICTLY "AS IS" AND "AS AVAILABLE" AND REPORTGRID AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REPORTGRID, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION REF _REF306781437 \W \H 16.

INDEMNITY.

By ReportGrid. Except in the case of any Services provided during a Trial/Free Subscription, ReportGrid will, at its expense, defend You against any claims brought against You by a third party that Your use of the Services in accordance with this Agreement infringes any copyright, trade secret or trademark right. The foregoing obligations of ReportGrid under this Section REF _Ref306781486 \w \h 17 are conditioned upon You providing ReportGrid with: (a) notice of any such claim within 10 days after You receive written notice thereof; (b) sole control over the defense and settlement of such claim; and (c) reasonable assistance (at ReportGrid's expense) in the defense and settlement of such claim. If You are, or ReportGrid reasonably believes You may be, enjoined from using the Services, ReportGrid, at ReportGrid's option and expense, may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing, or provide You a refund of all pre-paid amounts applicable to such Services (if any) and terminate this Agreement with respect to such Services. This Section REF _Ref306781514 \w \h 17.1 constitutes ReportGrid's sole and exclusive liability, and Your sole and exclusive remedy, for any infringement or misappropriation of any third party IPR by or through the Site, Services, Technology, ReportGrid Content or any Software. By You. You hereby indemnify, defend, and hold harmless ReportGrid and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or using the Site, Services, Software, Your Content, ReportGrid Content, or any breach of this Agreement. ReportGrid will provide You with notice of any such claim or allegation, and ReportGrid will have the right to participate in the defense of any such claim at its expense.

LIMITATION ON LIABILITY.

IN NO EVENT WILL REPORTGRID BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, SERVICES (OR ANY REPORTGRID CONTENT PROVIDED THROUGH THE SITE OR SERVICES), EVEN IF REPORTGRID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. REPORTGRID'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO REPORTGRID HEREUNDER IN THE 1 MONTH PRECEDING ANY SUCH INITIAL OCCURRENCE OF LIABILITY (OR, IF NO SUCH FEES HAVE BEEN PAID, $10). YOU AGREE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT REPORTGRID WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, REPORTGRID'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

DATA PRIVACY.

You expressly consent to the use and disclosure of personally identifiable and other data and information as described in ReportGrid's then-current privacy policy displayed on the Site ("Privacy Policy"). Notwithstanding anything in the Privacy Policy, ReportGrid will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to the Site and Your use and operation of the Services (including, by way of example and not limitation, information relating to metrics of visualizations, visualization display environments, API usage and types of queries performed, but excluding Your Content). To the extent any such data or information is collected or generated by ReportGrid, the data and information will be solely owned by ReportGrid and may be used by ReportGrid for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You, any User or customer, or any other entity or natural person as the source thereof.

CONFIDENTIALITY.

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed or made available under this Agreement that relates to the Technology, the provision or receipt of the Services, or either party's technology, finances, operations, customers or business. For the avoidance of doubt, (1) the Services, Technology, and ReportGrid Content are the Confidential Information of ReportGrid, (2) all data regarding the analysis of the usage of Your web and mobile applications are Your Confidential Information, and (3) the data and information specified in Section REF _Ref306784045 \w \h \* MERGEFORMAT 19 will not be Your Confidential Information. Each party agrees to protect the other party's Confidential Information with the degree of care that such party uses to protect its own confidential information of like nature, but in no case less than reasonable care. Each party agrees that, except as expressly directed by the other party, it will not at any time during or after the term of this Agreement: (1) disclose any Confidential Information to any third party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (3) use any of the Confidential Information for any reason other than for the purposes of this Agreement. Each party may disclose Confidential Information to personnel having a need to receive the Confidential Information in the performance of their duties under this Agreement, provided, however, that such personnel are informed of the confidentiality obligations hereunder and each party uses its best efforts to ensure their compliance therewith. If either party is required to disclose the other party's Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, it will furnish written notice of such disclosure to the other party as soon as practicable to afford such party the opportunity to seek a protective order and the party required to make such disclosure will reasonably cooperate in such efforts (at the other party's reasonable expense). In the event of any conflict between the Privacy Policy and the provisions of this Section REF _Ref306782683 \w \h 20, the provisions of this Section REF _Ref306782683 \w \h 20 shall control.

CLAIMS OF INFRINGEMENT.

Just as ReportGrid requires users of the Site to respect the copyrights and other intellectual property rights of ReportGrid, its affiliates, and other third parties, ReportGrid respects the copyrights and other intellectual property rights of Users of the Site and other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

ReportGrid, Inc.

Attn: Copyright Infringement Agent

2826 11th Street

Boulder, Colorado 80304

Please provide the following information to ReportGrid's Copyright Infringement Agent:

(1) the identity of the infringed work, and of the allegedly infringing work;

(2) Your name, address, daytime phone number, and email address, if available;

(3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;

(4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and

(5) Your electronic or physical signature.

LINKED SITES.

The Site and Services may contain links to third-party sites that are not under the control of ReportGrid, and ReportGrid is not responsible for any content on any linked site. If you access a third-party site from the Site or Services, then you do so at your own risk. ReportGrid provides links only as a convenience, and the inclusion of the link does not imply that ReportGrid endorses or accepts any responsibility for the content on those third-party sites. ReportGrid welcomes links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by ReportGrid or any group or individual affiliated with ReportGrid. You may not use on your site any Content or Marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the Content or other materials on the Site without prior written consent.

DISPUTES.

Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a "Dispute"), in accordance with the procedures set forth in this Section REF _Ref306782845 \w \h 23. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the International Chamber of Commerce ("ICC") then in effect (the "Rules"). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the "Initial Period") after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by ReportGrid in Denver, Colorado U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

GOVERNING LAW.

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado. Each party agrees that it will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal court in the District of Colorado, U.S.A. or in state court in Denver, Colorado U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by ReportGrid.

GENERAL.

Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Services and the Site and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Services and the Site. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger or operation of law) without the prior written approval of ReportGrid. Any assignment in violation of the foregoing will be null and void. ReportGrid may assign this Agreement to any party that assumes ReportGrid's obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. ReportGrid may reference You as a user of the Services and use Your name and logo, as applicable, in listings of users of the Services appearing on the ReportGrid web site and for other marketing and promotional purposes relating to the Services.