Before accessing or using Gridspace SaaS Product(s), please read and agree to the following Terms of Service.
This Terms of Service (or Master Services Agreement), together with any referenced exhibits, addenda, amendments (collectively, “TOS”), forms an agreement between Gridspace, Inc. (“Gridspace,” “us,” “we,” “our”) and you as an individual, or the organization, company, or other entity that you represent (“Customer,” “you,” “your,” “yours”).
Each party to this TOS may be referred to individually as a “Party” and collectively as the “Parties.”
This TOS governs any Services (defined below) or software products that Gridspace makes available to Customer, in any form or medium. You affirm that you have the legal authority to accept this TOS on behalf of the organization or entity you represent. You represent that you are at least 18 years old and have the authority to enter into this TOS.
By (a) indicating acceptance of this TOS through a checkbox that’s part of the online account registration (signup on gridspace.com) or (b) accessing or using the Services, you acknowledge that this TOS is binding as of that date (the “Effective Date”).
Gridspace may make updates or revisions to this TOS at its sole discretion, subject to any applicable legal constraints. If we modify this TOS, we will notify you through reasonable means. Continued use of the Services after such notice will constitute your acceptance of the updated TOS. If you do not agree to the modified TOS, you must stop using the Services.
1. DEFINITIONS
1.1 Applicable Law
“Applicable Law” includes all relevant and binding laws, regulations, or directives—including, without limitation, laws of the United States (federal or state), the European Union, or other jurisdictions—pertinent to the provision or use of the Services.
1.2 Authorized User
“Authorized User” means employees, agents, or contractors of Customer who are authorized by Customer to access and use the Service in accordance with this Agreement.
1.3 Gridspace
“Gridspace” is Gridspace, Inc., headquartered at 1375 E 6th St UNIT 2, Los Angeles, CA 90021, with notices directed to [[email protected]].
1.4 Customer Data
“Customer Data” is any electronic information (contacts, emails, and similar) provided to Gridspace by Customer in connection with Customer’s use of the Platform.
1.5 Customer Materials
“Customer Materials” includes Customer Data, stored call recordings, transcripts, logs, inputs, outputs, and other information or materials provided to Gridspace by Customer in connection with Customer’s use of the Platform.
1.6 Confidential Information
“Confidential Information” “Confidential Information” of a party means all oral, written, graphic or machine-readable information exchanged between the parties hereunder and under any non-disclosure agreement previously executed by the parties, which is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary.
Confidential Information excludes information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, that was rightfully obtained by recipient from a third party, or as otherwise expressly agreed by the parties in writing.
1.7 Content
“Content” means documentation (defined below), marketing materials, website content, or other materials Gridspace releases related to the Services.
1.8 Customer
The “Customer” is the individual or entity that accepts the TOS.
1.9 Discloser and Recipient
The “Discloser” is the Party providing Confidential Information, and the “Recipient” is the Party receiving it.
1.10 Documentation
“Documentation” covers instructions, release notes, technical documentation, help files, and user guides made available online at docs.gridspace.com.
1.11 Data Processing Addendum (DPA)
“DPA” refers to the supplementary data-processing agreement covering personal data handling, available upon request.
1.12 Feedback
“Feedback” refers to any suggestions, proposals, or recommendations Customer provides to Gridspace to improve the Services.
1.13 Force Majeure Event
A “Force Majeure Event” is any situation outside a Party’s reasonable control, including but not limited to severe weather, wars, terrorism, strikes, or government actions.
1.14 HIPAA
“HIPAA” stands for the Health Insurance Portability and Accountability Act of 1996 (as amended), including regulations under the Health Information Technology for Economic and Clinical Health Act (HITECH).
1.15 Indemnified Party / Indemnifying Party
The “Indemnified Party” is the Party receiving indemnification, and the “Indemnifying Party” is the Party providing it.
1.16 Input
“Input” is any script, prompt, or text sent by Customer to the Services for processing.
1.17 Internal Use
“Internal Use” is Gridspace’s usage of relevant data solely for its internal business operations, administration, and enhancements to the Services.
1.18 Order Form
An “Order Form” is any written or electronic order specifying features, fees, and terms of use, referencing this TOS, signed or otherwise accepted by both Parties.
1.19 Output
“Output” is the information the Services generate in response to Customer’s Input call transcripts or analytics).
1.20 PHI / PII / CHD
“PHI” is Protected Health Information under HIPAA, “PII” is Personally Identifiable Information, and “CHD” is Cardholder Data. Gridspace does not intentionally collect PHI, PII, or CHD; Customer is solely responsible for ensuring compliance with laws that govern such data.
1.21 Platform
The “Platform” is the cloud independent call analytics, virtual agent and authoring platform, and associated software services owned and operated by Gridspace, which may include telephony, transcription, analytics, and other components powered by LLM models. The Platform is where Customer accesses and manages its Gridspace account.
1.22 Early Access Feature
“Early Access Feature” refers to any feature, functionality, or product that is made available on a limited, early-access, alpha, beta, or experimental basis, and is not yet generally available for production use.
1.23 Product
A “Product” refers to an individual module or component provided by Gridspace (Gridspace Sift, Gridspace Grace, Gridspace call.chat).
1.24 Protected Health Information (PHI)
“Protected Health Information” refers to certain individually identifiable health information, as set forth under 45 CFR §160.103.
1.25 Scheduled Maintenance
“Scheduled Maintenance” is planned downtime for updates or improvements. If possible, Gridspace will provide reasonable notice to Customer before such maintenance begins.
1.26 Services
“Services” refers to the services to be provided by Gridspace to Customer pursuant to this TOS one or more Products, related Support Services, and other services as described in applicable Order Forms.
1.27 Service Credit
A “Service Credit” is a credit applied against future invoices for Customer if Gridspace fails to meet a specified service availability threshold.
1.28 Service Level Guarantee (SLG)
The “Service Level Guarantee” is the uptime standard or maximum permissible downtime, stated in an Order Form or separate SLA.
1.29 Support Services
“Support Services” are the technical support offerings (e.g., help desk, knowledge base, live chat) Gridspace provides to assist Customers in using the Services.
1.30 System
A “System” encompasses software, hardware, hosting environments, and network infrastructure used to deliver and support the Services.
1.31 Analytics Data
“Analytics Data” means technical and operational data collected by or on behalf of Gridspace in connection with Customer’s use of the Services, including usage patterns, performance metrics, system logs, and other diagnostic data.
2. PROVISION OF SERVICES
Customer agrees that it will not, and will not permit any third party to:
(a) access, use, copy, or distribute the Service in a manner that exceeds or violates any limitation set forth in this Agreement, the applicable Order Form or the Documentation
(b) rent, lease, lend, sublicence, assign, publish, syndicate, distribute, transfer, sell, or commercialize the Service, except as otherwise expressly set forth in an applicable Order Form
(c) remove or obscure any copyright, or proprietary rights notice on the Service
(d) intentionally or knowingly interfere with, disrupt, alter, translate, or modify the Service
(e) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component or source code of the Service, in whole or in part
(f) use the Service, Output (defined below), or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right (defined below) or other right of any person, or that violates any applicable law, rule, regulation or order
(g) bypass or breach any security device or protection used by the Service or access or use the Service other than by an Authorized User through the use of his or her own then valid access credentials,
including attempts to probe or test the security or vulnerability of the Platform, circumvent authentication or security controls without authorization
(h) input, upload, transmit, or otherwise provide to or through the Service or Gridspace systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code
(i) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service, Gridspace systems, or Gridspace’s provision of services to any third party, in whole or in part
(j) access or use the Service or Output for purposes of competitive analysis or benchmarking of the Service, the development, provision, or use of a competing software service or product or any other purpose that is to Gridspace’s detriment or commercial disadvantage
(k) use any content available on or via the Service (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons
(l) otherwise access or use the Service beyond the scope of the authorization granted under this Section 2
2.3 Gridspace reserves the right, in its sole discretion, to make any changes to the Service that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Gridspace’s services to its customers; (ii) the competitive strength of or market for Gridspace’s services;
or (iii) the Service’s cost efficiency or performance; or (b) to comply with applicable law.
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our company’s reasonable control. We will use reasonable efforts to provide advance notice of any scheduled service disruption.
3. Data Privacy and Security
Gridspace maintains a security program for its Products in material accordance with relevant industry standards, designed to ensure the security and integrity of Customer Materials. Gridspace uses physical, procedural and administrative controls to protect Customer Materials and Customer Data. These include:
Data Reliability: Gridspace stores backups and has the ability to restore your data. All backups performed on Google Cloud Platform are multi-region and are thus inherently distanced from the primary sites.
Data Privacy: All data access in Gridspace is guarded to ensure no unauthorized users can see or modify Customer Data or Customer Materials without permission. This includes sensitive data retention and disposal, masking and redaction when possible, procedures to prevent disclosure, proper key management, and security policies enforced on all Gridspace personnel. Data is encrypted at rest and in transit.
Physical Security: Gridspace’s Product is hosted in secure, audited data centers located in the United States.
Network Security: All servers only permit the minimum traffic necessary to run the service, and access to those servers is limited to Gridspace employees.
Gridspace’s Platform enables Customers to configure retention and redaction settings to meet their specific requirements.
If Customer Materials and/or Customer Data contains personal data covered by privacy laws (e.g., U.S. state privacy laws), then each Party shall comply with all applicable legal requirements, and any relevant Data Processing Addendum (“DPA”) becomes incorporated by reference.
Customer represents and warrants that it has obtained all necessary consents and authorizations for such processing under those privacy laws.
3.1 Post-Term Data Handling
At Customer’s request made within 90 days after the termination or expiration of this TOS, Gridspace will provide a reasonable means to export or retrieve Customer Materials and Customer Data. After this period, Gridspace may delete such data unless required otherwise by law. Gridspace may retain all Customer Materials and Customer Data for a period of thirty (30) days following the effective date of termination.
3.2 Technical Support
Customer may initiate technical support requests through the “Support” page within an active account within the Platform. Gridspace will make reasonable efforts to respond and resolve issues as separately negotiated in Order Forms or SLAs.
3.3 Customer Responsibilities
Customer is responsible and liable for all uses of the Service and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its employees or contractors using the Service on Customer’s behalf (each, an “Authorized User”), and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.
Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Service and shall cause Authorized Users to comply with such provisions.
Customer will be responsible for obtaining and maintaining at the Customer’s expense all the necessary computer hardware, software, modems, connections to the Internet and other items required to access the Service.
Customer is responsible for managing and safeguarding all access credentials associated with its account, including but not limited to API tokens, authentication credentials, client certificates, and the master authorization key (secret key). Customer shall implement reasonable and industry-standard administrative, technical, and physical controls to protect such credentials from unauthorized access, use, disclosure, or loss.
Customer agrees to not permit or enable any use of the Services that would subject Gridspace to regulatory obligations not expressly agreed upon in writing.
If Customer becomes aware of any actual or threatened activity prohibited by Section 2.2 License Restrictions, Customer shall, and shall cause its Authorized Users to, immediately:
(a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Service and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access and rotating secret key as necessary)
(b) notify Gridspace of any such actual or threatened activity, known or suspected security breach, unauthorized access, or compromise of credentials
Gridspace annually undergoes independent assessments for PCI DSS, and HITRUST certifications of its full-stack cloud platform, and is SOC 2 compliant, as evidenced by our audit report, to help support our customers' compliance obligations and to demonstrate our commitment to security, privacy, and data protection best practices.
If Customer is a covered entity or business associate under HIPAA and uses the Services in a way that may result in PII or PHI being captured, such as through recorded or transcribed voice interactions, the Customer remains responsible for implementing appropriate safeguards within their use of the Platform. This includes:
Configuring data retention policies within the Platform to ensure timely deletion or purging of records in accordance with applicable legal, regulatory, or contractual obligations
Controlling and restricting user access to PHI or PII within their organization to only authorized personnel with a legitimate need to access such data
Ensuring any handling or review of PHI/PII within the platform complies with their HIPAA obligations.
Industry Regulations
If Customer operates in a regulated sector, Customer must determine and uphold any special regulatory requirements that apply to its use of the Services. By using the Services, Customer acknowledges that Gridspace is a technology provider and that use of Gridspace’s SaaS Platform does not transfer, limit, or fulfill Customer’s regulatory responsibilities.
Customer is responsible for ensuring that its use of the Services – including call content, data collection, storage, retention, disclosures, and any communication with end users – complies with the rules, certifications, and legal obligations that apply to its business activities. Gridspace provides redaction capabilities and retention options to assist with this. When enabled, sensitive data types are automatically removed from transcripts and audio.
Customer has the ability to configure retention and redaction settings within the web application Platform to meet their specific requirements. Data purges can be done manually upon request.
3.4 To the extent Gridspace processes personal data on behalf of Customer, the parties agree that Customer is the data controller and Gridspace is the data processor under applicable data protection laws. Upon request and pursuant to a contractual agreement, we are able to process data in accordance with the GDPR (General Data Protection Regulation), acting as a data processor under the terms of our DPA (Data Processing Addendum).
3.5 For purposes of the California Consumer Privacy Act, as amended by the CPRA, we act as a "service provider" processing personal information on behalf of the Customer. We do not retain, use, or disclose personal information for any purpose other than providing the Services or as otherwise permitted by law.
3.6 Authorized Subprocessors.
We use certain third-party service providers (subprocessors) to support the delivery of our Services, including hosting and infrastructure services.
Customer agrees that Gridspace may use the following as Subprocessors to Process User Personal Data in:
(a) IaaS partners including but not limited to: Google Cloud Platform, Amazon Web Services
(b) Third-party applications selected by the Customer, for instance web-based CRMs.
GCP and AWS process data solely as instructed by us and in compliance with applicable data protection laws.
4. FEES
4.1 Fees and Invoicing
In consideration of the rights granted to Customer under this Agreement, Customer shall pay Gridspace the fees in the amount set forth in the applicable Order Form (“Fees”) in accordance with the terms set forth herein and therein. Fees are subject to change annually with forty- five (45) days’ prior written notice. Fees are non-refundable.
4.2. Taxes
Customer shall, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on Gridspace’s net income.
Customer agrees to indemnify, defend, and hold Gridspace, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Customer’s failure to report or pay any such taxes,duties or assessments.
4.3. Payment Terms
All undisputed amounts payable to Gridspace under this Agreement will be due monthly within fifteen (15) days from the date of an invoice. Overdue payments will be subject to interest at the rate of 1.5% per month, or the maximum allowable under applicable law, whichever is less. Gridspace reserves the right to suspend the Services if outstanding fees remain unpaid.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership of Service
As between the parties, Gridspace shall retain all right, title and interest in and to the Service, Derived Data (defined below), Gridspace systems, Documentation, any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional
descriptions, requirements, plans, or reports, that are provided or used by Gridspace or any subcontractor in connection with the Service or otherwise comprise or relate to the Service or Gridspace systems, including all IP Rights therein and thereto.
Customer does not acquire any right, express or implied, therein or thereto, other than those specified in this Agreement. For purposes of this Agreement, “IP Rights” means all forms of intellectual property rights and protections throughout the world, including, but not limited to, any (a) patents (including any patent applications, together with all reissuances, continuations, continuations- in-part,
revisions, extensions and reexaminations thereof), (b) copyrights, (c) Internet domain names, trademarks, service marks, and trade dress, together with all goodwill associated therewith, (d) trade secrets, (e) rights in databases and designs (ornamental or otherwise), (f) moral rights, rights of privacy, rights of publicity and similar rights, and (g) and any other proprietary rights and protections,
whether currently existing or hereafter developed or acquired, whether published or unpublished, arising under statutory law, common law, or by contract, and whether or not perfected, including all applications, disclosures and registrations with respect thereto. Gridspace retains all rights, title, and interest in and to the Services, Analytics Data, Feedback, and all associated Confidential Information.
5.2 License to Customer Data
Customer hereby grants to Gridspace, and represents and warrants that it has all rights necessary to grant, a non-exclusive, sublicensable (to Gridspace’s subcontractors) royalty-free right and license to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and to modify and make derivative works of any and all data that is provided by or on behalf of Customer to Gridspace
(including through the Service) (“Customer Data”) in order to provide and maintain the Service for Customer, and, in anonymous form, to improve Gridspace’s products and services and for its other business purposes (“Derived Data”).
5.3. Feedback
If Customer or any of its employees or contractors sends or transmits any communications or materials to Gridspace by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Gridspace is free to use such Feedback irrespective of any other
obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Gridspace on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Gridspace is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback,
for any purpose whatsoever, although Gridspace is not required to use any Feedback.
5.4 Rights to Customer Data and Output
Customer owns all right, title and interest in and to the Customer Data. Customer will also own all tangible output and reports provided to Customer via the functionality of the Service(“Output”), except to the extent incorporating any templates or pre-existing materials of Gridspace. Customer may use the Output for any lawful purpose. Customer shall not represent that Output was human-generated or
use the Output to train Customer’s own machine learning models.
5.5 Customer Control and Responsibility for Customer Data
Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; and (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Service. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to control
the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Service.
5.6 Data Use
Gridspace may process and use Analytics Data to operate, improve, analyze, and further develop the Services. Gridspace may share aggregated, anonymized insights or metrics for Internal Use without identifying Customer.
5.7 Reservation of Rights
Each party reserves all rights not expressly granted to the other party in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise: (a) to
Customer or any third party any IP Rights in or to the Service, Derived Data or the Documentation; or (b) to Gridspace or any third party any IP Rights in or to the Customer Data.
6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
6.1 Warranties of the Parties
Each party represents and warrants to the other that:
(a) it has the right, power, and authority to enter into this Agreement and to perform its obligations and to grant the rights under this Agreement;
(b) the execution, delivery, and performance of this Agreement do not and will not result in a breach of any agreement or understanding to which it is a party; and
(c) when executed and delivered by it, this Agreement will constitute its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Agreement.
Customer represents and warrants to Gridspace that:
(d) Customer has all rights, licenses, and permissions needed to provide or allow for the collection of any data, including personal data, to or by Gridspace for use as set forth in this Agreement;
(e) Customer has the authority to authorize Gridspace’s interactions with Customer end-users and clients and the processing of data relating to such parties for the purposes set forth in this Agreement (including by providing all necessary disclosures to, and obtaining all necessary consents from, the individuals to whom the data relates); and
(f) to the extent the Services provide a functionality to enable Customer to make calls or send SMS/text messages to individuals through the Service, Customer agrees that, as between the Parties, Customer is the initiator and sender of any call, SMS/text message, or other communication transmitted through the Service and Customer is solely responsible for and shall at all times comply with the Telephone Consumer Protection
Act (47 U.S.C. § 227), the Telemarketing Consumer Fraud and Abuse Prevention Act (15 U.S.C. § 6101 et seq.), and all other laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission
Customer must obtain all legally required consents before sending any such communications and ensure compliance with caller ID, opt-out, and do-not-call (DNC) requirements. If Customer uses Gridspace’s Autodialer, Gridspace's voice agent, or Gridspace call.chat to place outbound calls, Customer remains responsible for ensuring compliance with all related legal requirements, including the FTC’s Telemarketing Sales Rule (TSR).
(g) Compliance with Data Privacy and Consent Requirements: Customer is solely responsible for ensuring that any personal data collected, processed, recorded, or transcribed through the Services is done in full compliance with all applicable data protection and privacy laws, including the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and similar laws. Customer must provide all required notices
and obtain all necessary consents, authorizations, or other legal bases from individuals whose data may be processed via the Services, including those interacting with Customer’s end-users or systems. Gridspace bears no responsibility for Customer’s failure to comply with such obligations.
(h) Compliance with Call Recording and Notification Laws: Customer is solely responsible for compliance with all applicable federal, state, and local laws relating to the recording of calls or voice interactions. This includes ensuring that all participants to a call have provided the required level of consent, whether under “one-party” or “two-party” consent laws. Where notification is sufficient, Customer must ensure that clear and
conspicuous notice is provided at the outset of the call. Customer acknowledges that in some jurisdictions, continued participation after such notice may be considered consent. It is Customer’s responsibility to determine and comply with the applicable rules based on the location of all participants.
(i) Customer represents and warrants that it is not listed on any U.S. government denied-party list and shall not permit access to the Services in violation of any applicable export control or sanctions laws.
6.2 Performance Warranty
Gridspace represents and warrants that during the applicable Subscription Term it will provide the applicable Service in accordance with this Agreement and in material conformance with the applicable Documentation and the descriptions in the applicable Order Form (the “Performance Warranty”). Gridspace shall use its commercially reasonable efforts to correct the nonconformities giving rise to any breach of the Performance Warranty.
This warranty does not apply to (a) issues caused by misuse, unauthorized modifications, or use of the Services not in accordance with the Documentation; (b) failures caused by third-party software, hardware, or systems not provided by our company; or (c) unavailability due to scheduled maintenance, force majeure events, or factors outside our reasonable control.
The foregoing remedy is available only if Customer notifies Gridspace in writing of such non-conformity within sixty (60) days of its discovery by Customer, and Gridspace’s examination of the Service discloses that such non-conformity exists. The foregoing remedies shall be Customer’s sole and exclusive remedies and Gridspace’s entire liability for any breach of the Performance Warranty.
Minor errors or service interruptions that do not materially affect functionality will not constitute a breach of this warranty.
6.3 Disclaimer
EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN SECTION 4.2, GRIDSPACE MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, DOCUMENTATION, OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. GRIDSPACE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE.
GRIDSPACE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DATA, CONTENT, OR INFORMATION PROVIDED THROUGH THE SERVICES WILL BE ACCURATE OR COMPLETE, OR THAT ANY PARTICULAR OUTPUT WILL BE FIT FOR CUSTOMER’S PURPOSES, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS.
Gridspace makes no guarantees regarding uptime, availability, or performance levels of the Services, except as may be expressly stated in a separate SLA.
6.4 Early Access Feature
Early Access Features are offered “AS IS” without warranties or indemnities. Customer uses such pre-release features solely at its own risk.
7. INDEMNIFICATIONS
7.1 Customer Indemnity
Customer shall indemnify, defend and hold Gridspace and its officers, directors, employees, agents, successors and assigns harmless from and against any and all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses (“Claims”) arising from (a) any failure by Customer to comply with any applicable laws, regulations and orders,
or (b) any infringement by the Customer Data, Customer’s use of Output or the Service, Customer’s breach of the Agreement, or Customer Applications (if applicable, as defined in the applicable Order Form) of any IP Right or other legal right of any third party.
7.2 Gridspace Indemnity
Gridspace shall indemnify and defend Customer from and against any Claims arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer’s use of the Service in accordance with the terms of this Agreement, provided that the foregoing does not cover any Output of the Service; provided further that Gridspace shall have received from Customer:
(a) prompt written notice of such claim (but in any event notice in sufficient time for Gridspace to respond without prejudice);
(b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and
(c) all reasonable necessary cooperation of Customer at Gridspace’s expense.
This indemnity does not apply to, and Gridspace will have no obligation to the Customer for, any infringement or misappropriation claim that arises from (i) modifications to the Service by anyone other than Gridspace, (ii) modifications to the Service based upon specifications furnished by the Customer, (iii) Customer’s use of the Service other than as specified in this Agreement or in the applicable documentation, (iv) use of the Service in
conjunction with third-party software, hardware or data other than that approved by Gridspace, or (v) any combination of the foregoing. Customer shall indemnify, defend and hold Gridspace and its officers, directors, employees, agents, successors and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses
to the extent they arise from any Claim based on any of the factors in the foregoing sentence, and shall give Gridspace all reasonable information and assistance regarding such claim.
The indemnification obligations set forth above constitute each party’s sole and exclusive remedy, and the full extent of each party’s liability, for third-party claims alleging infringement of intellectual property rights.
7.3 Mitigation
In the event any portion of the Service is held or believed by Gridspace, or any portion of the Customer Data is held or believed by the Customer, to infringe or misappropriate IP Rights of any third party (such portion to be deemed the “Infringing Materials”) in any place where the Service is used or accessed, then in addition to any other rights in this Section 6, Gridspace (where the Infringing Materials are the Service) or Customer
(where the Infringing Materials are the Customer Data) shall, at its sole expense and at its option (i) obtain from such third party the right for the other party to continue to use the Infringing Materials, or (ii) modify the Infringing Materials to avoid and eliminate such infringement or misappropriation, as the case may be, or (iii) upon mutual agreement with the other party, remove and disable the Infringing Materials; and if none
of the foregoing remedies is commercially feasible, either party may terminate this Agreement upon written notice.
7.4 Indemnification Procedure
The indemnified party shall promptly notify the indemnifying party in writing of any Claim; provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnifying party shall bear full responsibility for, and shall have the right to solely control, the defense (including
any settlements) of any Claim; provided, however, that (i) the indemnifying party shall keep the indemnified party informed of, and consult with the indemnified party in connection with the progress of such litigation or settlement and (ii) the indemnifying party shall not settle any such Claim in a manner that does not unconditionally release the indemnified party without the indemnified party’s written consent, not to be unreasonably withheld or delayed.
7.5 Sole Remedy
THIS SECTION 6 SETS FORTH GRIDSPACE’S ENTIRE LIABILITY AND OBLIGATION, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY IP RIGHTS BY GRIDSPACE OR THE SERVICE.
8. CONFIDENTIAL INFORMATION
“Confidential Information” of a party means all oral, written, graphic or machine-readable information exchanged between the parties in connection with this Agreement, including product designs, source code, business plans, technical data, pricing, and security procedures, whether before or after its effective date,
and whether or not subject to a separate non-disclosure agreement, which is marked as confidential or proprietary or that a reasonable person would understand to be confidential under the circumstances.
Confidential Information excludes information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, that was rightfully obtained by recipient from a third party without breach of a confidentiality obligation, or as otherwise expressly agreed by the parties in writing.
The recipient agrees not to disclose Confidential Information except to affiliates, employees and agents, and agents who need to know it and have agreed in writing to keep it confidential. Recipient may use such Confidential information only for purposes described in this TOS.
Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it.
The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment.
Unauthorized disclosure of Confidential Information may cause irreparable harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, in addition to any other remedies available at law or equity, and without posting a bond to protect its Confidential Information.
Each party will return or destroy all Confidential Information upon request and certify to the other party in writing such return or destruction.
These confidentiality obligations survive for as long as the Confidential Information remains confidential or for six (6) years following the termination of this TOS, whichever period is longer, unless otherwise required by applicable trade secret law.
9. LIMITATIONS OF LIABILITY
EXCEPT FOR BREACH OF SECTION 7 OR WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6: (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY,
WARRANTY, OR OTHERWISE; AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS MADE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GRIDSPACE’S AGGREGATE LIABILITY FOR DAMAGES RELATED TO DATA SECURITY SHALL IN NO EVENT EXCEED THREE TIMES
(3X) THE SERVICE FEES IN THE TWELVE MONTHS PRECEDING THE CLAIM. CUSTOMER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. TERM AND TERMINATION
10.1 Term
This Agreement and each Order Form shall remain in effect until terminated by either party as set forth in this Section 8. Either party may terminate this Agreement upon thirty (30) days’ prior written notice when there is no Order Form then in effect. Any termination of this Agreement will not terminate any Order Form then in effect unless such Order Form is expressly terminated as set forth in this Section 8. This Agreement shall survive
for so long as an Order Form remains in effect; provided that no new Order Forms may be executed after the termination or expiration of this Agreement. Termination of this Agreement will not relieve either party of obligations that expressly or by their nature survive termination.
10.2 Termination
Either party will have the right to terminate this Agreement, or any Order Form, for the other party’s breach of any material term or condition of this Agreement and failure to cure such breach within thirty (30) days after written notice thereof. In addition, either party may terminate this Agreement upon written notice if: (a) the other party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such other
party under any federal, state, or foreign bankruptcy or insolvency laws, and, in the case of involuntary proceedings commenced against such party, such proceedings are not terminated within sixty (60) days; (b) if the other party makes an assignment for the benefit of creditors; (c) if the other party ceases to operate as a going concern; or (d) if a receiver is appointed for such other party. In the event that any Fees remain unpaid thirty
(30) days after the applicable due date, Gridspace reserves the right to suspend or terminate Customer’s access to or use of the Service until the Fees have been paid.
10.3 Effect of Termination
Upon termination, Customer must cease all use of the Services. Upon termination of this Agreement, each party shall promptly return, or at the other party’s request destroy, all Confidential Information of the other party; provided, however, that Gridspace may retain all Customer Data for a period of thirty (30) days following the effective date of the termination.
10.4 Survival
Effect of Termination. Upon termination of this Agreement, each party shall promptly return, or at the other party’s request destroy, all Confidential Information of the other party; provided, however, that Gridspace may retain all Customer Data for a period of thirty (30) days following the effective date of the termination. Sections 3.3 Customer Responsibilities, Section 2 Proprietary Rights, Section 3 Payment, Section 6 Representations and Warranties;
Disclaimer, Section 8 Confidential Information, Section 7 Indemnifications, Section 9 Limitations of Liability, Section 10 Term and Termination, and Section 11 General Provisions / Miscellaneous shall survive termination or expiration of this Agreement; all other rights and obligations of the parties under this Agreement shall expire, except that all payment obligations accrued hereunder prior to such termination or expiration shall survive.
11. GENERAL PROVISIONS / MISCELLANEOUS
11.1 Entire Agreement
This Agreement (including all Order Forms) is the parties’ entire agreement regarding its subject matter and supersedes and cancels all previous agreements and communications (written or oral) relating to its subject matter. This Agreement may be signed in counterparts, each of which will be deemed an original and which will together constitute one Agreement. Signatures sent by electronic means (facsimile, scanned and sent via e-mail,
or signed by electronic signature service where legally permitted) will be deemed original signatures. By clicking “I accept” or otherwise indicating assent electronically, the user agrees to be bound by this Agreement, and such action constitutes a valid and binding signature.
11.2 Insurance
Gridspace will maintain insurance coverages reasonably suited to its obligations under this TOS.
11.3 Publicity
Gridspace may list Customer as a customer of Gridspace on its marketing materials; otherwise neither party may use the name, logos or marks of the other party without such other party’s prior written pre-approval in each case.
11.4 Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
Neither party may assign this Agreement without the other party’s prior written consent, except that either party without such consent may assign this Agreement to an affiliate or any other entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of such party’s voting securities or assets. Non-permitted assignments are void.
In this Agreement, “including” means “including without limitation” (and similar terms will be construed without limitation) and headings are for convenience only and will not affect interpretation. Amendments must be in writing and signed by both parties. Waivers must be signed by the waiving party and one waiver will not imply any future waiver.
Neither party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment of fees due hereunder) if such delay or failure arises by any reason beyond its reasonable control, including any act of God or the common enemy or earthquakes, floods, fires, epidemics, riots, or failures or delays in transportation or communications.
11.5 No Third-Party Beneficiaries
Except as expressly provided, no third party is intended to benefit from or enforce any part of this TOS.
11.6 Amendment and Waiver
Any modifications to this TOS must be in writing and executed by both Parties. A failure to enforce a right under this TOS is not a waiver of future enforcement of the same right.
11.7 Governing Law and Venue
This Agreement will be deemed to have been made in, and will be construed pursuant to the laws of, the State of California and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement must be commenced in a federal or state court in San Francisco, California, and each party irrevocably submits to the jurisdiction and venue of such courts.
11.8 Notices
Any notice or consent under this Agreement will be in writing to Gridspace at 548 Market St #94674 San Francisco, CA 94104-5401 and to Customer at the address specified above. If any provision is found to be unenforceable, it (and related provisions) will be interpreted to best accomplish the parties’ intended purpose.
11.9 Severability
If any provision of this TOS is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, with the invalid portion modified to the minimum extent necessary to achieve the original intent.
Questions & Concerns
If you have questions, please contact us at [email protected]. By using our Services, you confirm that you have read, understand, and consent to these Terms of Service.
Effective Date & Last Modified Date: July 21, 2025