IMPORTANT: PROJECTGRID.COM, and all software and documentation relating thereto, together with all components thereof (collectively, "PROJECTGRID.COM") is protected by United States copyright, patent, trademark and other applicable laws and international treaty provisions. Your right to use PROJECTGRID.COM is limited by the terms and conditions of this User Agreement, below, and is expressly conditioned upon your reading, understanding, and agreeing to the License and Terms of Service Agreement, below in its entirety before downloading and/or using PROJECTGRID.COM.

AT THE END OF THIS USER AGREEMENT, YOU WILL BE ASKED TO ACCEPT OR REJECT THE TERMS. AGREEMENT TO ALL TERMS OF THE USER AGREEMENT IS REQUIRED TO BE AN AUTHORIZED USER OF PROJECTGRID.COM.  You may also be subject to additional terms and conditions that apply when you use affiliate services, third party content, software or other services accessible through PROJECTGRID.COM.

"COLLABORATOR" USER AGREEMENT AND TERMS OF SERVICE

1. REGISTRATION, REGISTRATION OF COLLABORATORS. 

1. Registration.  You have been invited to join PROJECTGRID.COM’s service as a "Collaborator" with limited access as has been defined by your Project Administrator/Owner User ("PA/O User).  In order to complete your subscription, you must submit a complete registration form as identifying yourself as a Collaborator User ("Collaborator") for the Project to which you have been invited to subscribe by your Project Administrator/Owner User ("PA/O User").  By submitting a registration form, you represent and warrant (a) that you are 18 years of age or over; (b) that PA/O User is either a sole proprietorship or that you are an authorized agent of PA/O User with full authority to sign for and bind the PA/O User;  and (c) the information on the registration form is current, complete and accurate.  Collaborator must update that registration information to ensure that it continues to be current, complete and accurate. PROJECTGRID.COM may accept or reject the registration form/request to be a Collaborator to PROJECTGRID.COM.  PA/O User may rescind your subscription to be a Collaborator  at any time.
2. Registration of Collaborators.  PROJECTGRID.COM provides a service for the collaboration on projects via the Internet.  The PA/O User may identify and invite "Collaborators" to join PROJECTGRID.COM .  This invitation to join PROJECTGRID.COM generates a user id and password for the Collaborator if the Collaborator is not already a member of PROJECTGRID.COM. The Collaborator receives limited access to the Project as defined by the PA/O User.  The Collaborator is granted the permission to add/change information about themselves or their organization and to add users to their organizations
3. III. FEES, PAYMENT, TERM 

(A) Fees. Collaborator’s right to use PROJECTGRID.COM is subject to  PA/O User’s payment of PROJECTGRID.COM’s  monthly fees.  (ProjectGrid.com/fees/index.cgi)   Fees are due and payable before PROJECTGRID.COM  is used by PA/O User. If PROJECTGRID.COM does not receive full payment of PA/O User’s account balance within thirty (30) days of the date the account statement is made available to PA/O User, an additional 1.5% (or the highest amount permitted by law, whichever is lower) per month late charge may be added to PA/O User’s bill and will be immediately due and payable. PA/O User also agrees to be liable for all attorneys' fees, costs and/or disbursements incurred by PROJECTGRID.COM relating to the collection of PA/O User’s unpaid account.  The charges contained on PA/O User’s account statement will be deemed acceptable by PA/O User  unless PA/O User notifies PROJECTGRID.COM of any billing discrepancy within sixty (60) days after they first appear on the account statement.  PA/O User also agrees to timely pay for: (i) any purchases made or facilitated through PROJECTGRID.COM; and (ii) any communications charges or other fees incurred in connection with the use of PROJECTGRID.COM,  including, without limitation, all charges and surcharges relating to telephone and computer equipment, communications links, connect time costs, and internet service provider fees.

(B) Term :  This Agreement is effective as of the date Collaborator receives a user name or password authorizing access to PROJECTGRID.COM, and this Agreement continues in force and effect until terminated by PA/O User and/or is terminated by PROJECTGRID.COM in the event of Collaborator’s violation of any provision of this agreement.

III.  USES OF PROJECTGRID.COM

1. Access and Permitted Uses:  Collaborator’s access to PROJECTGRID.COM shall be through an authorized user name and password received upon registration. (Both of these may be changed by Collaborator at any time.) Collaborator agrees to maintain the confidentiality of any user name and password, and agrees to notify PROJECTGRID.COM Customer Service immediately in the event that there is a breach of the confidentiality of such user name/password, or any other such breach of security through Collaborator’s account.

Permitted Uses.  Collaborator may use PROJECTGRID.COM in accordance with this Agreement and such other "Acceptable Use Policies" as may be posted upon PROJECTGRID.COM.  Collaborator’s use shall be limited to business purposes. "Services" means the features and functions provided by PROJECTGRID.COM.  Although subject to access rights granted by Collaborator’s PA/O User, representative features and functions made available on PROJECTGRID.COM include:  document management, revision control, commenting and redlining, photo logging, contract management, RFI handling, project scheduling, pay application tracking, and change order tracking.  ProjectGrid.com may add, modify, change, upgrade or downgrade the foregoing features available at ProjectGrid's discretion., with or without prior notice to PA/O users.  In addition, PA/O User may limit and/or change the features available to invited Collaborators.

2. (B)  Availability of PROJECTGRID.COM.  Collaborator understands and acknowledges that PROJECTGRID.COM may periodically update its service and that those modifications may create substantial differences in how PROJECTGRID.COM operates or the features that it offers.  PROJECTGRID.COM will use reasonable efforts to determine the source of any outage or unavailability of PROJECTGRID.COM, however, Collaborator understands that the availability of PROJECTGRID.COM depends on many factors, including Collaborator’s connection to the Internet, the availability of the Internet and the Internet backbone, and equipment that by its nature is not fault tolerant.

4. PROHIBITED USES

(A)  Specific Prohibitions.  Collaborator may not use, nor allow any others to use PROJECTGRID.COM either directly or indirectly, to make, create, solicit, transmit, upload, or publish any comment, request, suggestion, proposal, image, data file, or other communication which:  (i) is, or is likely to be perceived by an intended recipient or target to be, obscene, lewd, lascivious, filthy, or indecent, with intent to annoy, abuse, threaten, stalk,  or harass another person; (ii) harms minors in any way; (iii) involves the collection of personal data about other users; (iv) promotes or provides instructional information about illegal, harmful or violent activities;  (v) violates any rights of others, including but not limited to, infringement of any proprietary rights, copyrights, trademarks, patents, or trade secrets; (vi) uploads, posts, or transmit any content that Collaborator does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);  (vii) libels, defames or slanders any person, or infringes upon any person's privacy rights;  (viii) contains or embodies any computer virus, harmful component or corrupted data; (ix) adversely affects the performance or availability of PROJECTGRID.COM  for any PROJECTGRID.COM user(s); (x) impersonates any person or entity, including without limitation PROJECTGRID.COM personnel or falsely state or otherwise misrepresent your affiliation with a person or entity;  (xi) violates any applicable local, state, national, international or foreign law, including, but not limited to, laws relating to the export of prohibited or restricted information to foreign nationals or nations as set forth in the rules and regulations of the United States Department of State and the United States Department of Commerce (xii) violates any regulations promulgated by the U.S. Securities and Exchange Commission (SEC), any rules of any national or other securities exchange, (e.g. NYSE, ASE, NASDAQ), and any other regulations having the force of law.; and (xiii) uses your project hosting site or directory as storage for remote loading or as a door or signpost to another home page, whether inside or beyond PROJECTGRID.COM.

In addition, Collaborator may not use PROJECTGRID.COM to send unsolicited advertising or promotional materials (including, without limitation, "spam" or bulk e-mail) without the prior express written consent of PROJECTGRID.COM.

Collaborator’s access/use may be subject to termination for violation of any of these provisions.

2. No Reverse Engineering or Alteration. Collaborator may not modify, translate, reverse engineer, decompile, or disassemble PROJECTGRID.COM, or any component thereof (including, but not limited to, any third party content or services contained in PROJECTGRID.COM), or remove any proprietary notices or labels contained in PROJECTGRID.COM or permit any other party to do so. All applicable rights to patents, copyrights, trademarks and trade secrets contained in PROJECTGRID.COM and any modifications to them are, and shall remain, the property of PROJECTGRID.COM or its third party content and/or service providers, as the case may be.
3. Right to Disable Access.  If PROJECTGRID.COM learns of any posted information that may be libelous, obscene, violent, scandalous, defamatory or otherwise unacceptable, undesirable or objectionable or that may be a violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy, then PROJECTGRID.COM has the right, but not the obligation, to remove or disable access to that information.  For information that Collaborator reasonably deems to be in violation of law, PROJECTGRID.COM shall remove such information upon Collaborator’s reasonable request.  Collaborator acknowledges that PROJECTGRID.COM shall not be liable to Collaborator for any action PROJECTGRID.COM takes, or fails to take, to remove or to disable or restrict such access. 

V. ACCESS TO THIRD-PARTY CONTENT.

PROJECTGRID.COM may provide its users with the ability to access, and in some instances purchase, goods and services provided by third-parties. Collaborators will find that purchases of third-party goods and/or services will often be governed by their own separate terms and conditions, which should be reviewed prior to making any purchase.  PROJECTGRID.COM does not warrant or guarantee the quality of content, products or service made available by third-parties through PROJECTGRID.COM. 

VI. USE OF DATA.

PROJECTGRID.COM does not market or sell any personally identifiable information to any third party.  Notwithstanding PROJECTGRID.COM's policies concerning use of personally identifiable data, Collaborator agrees that PROJECTGRID.COM shall nonetheless have the right to maintain and use such information and other data and records pertaining to Collaborator and other users of Collaborator in the internal operation, administration and management of PROJECTGRID.COM and may provide such information to its affiliates (co-branded sites), or to the courts, law enforcement agencies or others involved in prosecuting claims or investigations for conduct or conditions alleged or believed to be illegal or to violate or threaten the rights of any person.

Nothing in this Section shall be construed to limit PROJECTGRID.COM’s use of, or rights in, other information not covered by the terms of this Section.

VII. MODIFICATION OF TERMS; TERMINATION, CANCELLATION, AND SUSPENSION.

(A) Modification of Terms. PROJECTGRID.COM frequently updates, modifies, and otherwise continually seeks to improve PROJECTGRID.COM. PROJECTGRID.COM retains the unilateral right to modify the terms of this Agreement and to change or discontinue any aspect or feature of PROJECTGRID.COM as it deems reasonably necessary.  Such changes shall be effective immediately upon posting of such addition, change, or deletion. Any use by Collaborator of PROJECTGRID.COM after any such change has been posted shall constitute Collaborator’s acceptance of any such changes. If Collaborator does not agree with any such changes,  Collaborator may cancel PROJECTGRID.COM in accordance with the procedures for cancellation set forth in this Agreement. Collaborator acknowledges and agrees that it is Collaborator’s  responsibility to review this Agreement from time to time and to be aware of any such changes. The current version of this Agreement may be obtained by calling a PROJECTGRID.COM  customer service representative and may also be posted at ProjectGrid.com/Agreement.cgi.

(B) Termination, Cancellation and/or Suspension by PROJECTGRID.COM. This Agreement may be terminated, cancelled and/or suspended by PROJECTGRID.COM at any time if, in PROJECTGRID.COM'’s sole determination, Collaborator or any of PA/O User’s Collaborators has/have breached these terms of service. Such termination, cancellation and/or suspension by PROJECTGRID.COM shall be effective immediately upon notification to PA/O User  in any reasonable manner, including but not limited to, notification by e-mail. Upon, during, and/or after any such breach, PROJECTGRID.COM may elect to suspend, terminate and/or cancel this Agreement and/or recover any and all damages arising from or relating to the event(s) giving rise to the suspension, termination or cancellation.

4. Termination or Cancellation by PA/O User.  PA/O User is free to terminate this Agreement upon thirty days written notice to PROJECTGRID.COM.

(E) Obligations Upon Termination and/or Cancellation.  Upon any termination, cancellation and/or suspension of this Agreement, PA/O User is responsible for any obligations then accrued including, but not limited to, payment of any costs or charges that may arise in connection with such termination, cancellation and/or suspension, and payment of all monthly subscription and storage fees through the entire billing month in which said termination, cancellation and/or suspension occurs. In the event that PA/O User has agreed to a fix term of service, PA/O User will be responsible for the unpaid fees for the remaining months of the term.  PA/O User’s payment and other obligations under this Agreement are not suspended, stayed, or otherwise affected by a suspension of access to or use of PROJECTGRID.COM (in whole or in part) where said suspension arises from PA/O User’s (or PA/O User’s Collaborators’) failure to comply with, or a violation of, the terms of this Agreement or of any law or legal obligation. Upon termination and/or cancellation, for any reason, PA/O User agrees to immediately cease using PROJECTGRID.COM and to notify all its Collaborators to cease their use. PROJECTGRID.COM  shall have no obligation to PA/O User  and/or its Collaborators after any termination or cancellation of this Agreement.

VII. NO WARRANTIES OR LIABILITIES.

1. PA/O USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT PA/O USER IS  USING PROJECTGRID.COM AND THE INTERNET AT PA/O USER’S OWN RISK AND THAT PROJECTGRID.COM  IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED.  PROJECTGRID.COM AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE.  NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY PROJECTGRID.COM, ITS EMPLOYEES OR REPRESENTATIVES, WILL CREATE A WARRANTY, AND RELIANCE UPON SUCH WILL BE AT SUBCRIBER’S OWN RISK. 
2. PROJECTGRID.COM DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SERVICE.  PROJECTGRID.COM  WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE ACCESS TO THE SERVICE AVAILABLE TO YOU THROUGH THE REQUIRED ACCESS PROTOCOLS, BUT MAKES NO WARRANTY OR GUARANTEE THAT PA/O USER WILL BE ABLE TO ACCESS PROJECTGRID.COM  AT ANY PARTICULAR TIME OR ANY PARTICULAR LOCATION.
3. PROJECTGRID.COM IS NOT UNDERTAKING TO PERFORM CONSTRUCTION, ARCHITECTURAL, ENGINEERING, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICE OR ADVICE.

(D) ADDITIONAL LIMITATIONS. Without limiting the generality of the terms set forth in Section VII(A), PROJECTGRID.COM and its affiliates, agents, content providers, service providers, and licensors:

(i) SHALL IN NO EVENT BE LIABLE TO PA/O USER, PA/O USER’S COLLABORATORS, OR ANYONE ELSE FOR ANY INACCURACY, ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS, OR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM  PROJECTGRID.COM  GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN;

(ii) SHALL UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, BE  LIABLE TO PA/O USER, PA/O USER’S COLLABORATORS, OR ANYONE ELSE FOR ANY  LOSS OF BUSINESS, LOSS OF USE, LOST PROFIT, LOSS OF DATA OR ANY OTHER INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, CONSEQUENTIAL,  OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY MANNER TO THE USE OR INABILITY TO USE PROJECTGRID.COM GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN, INCLUDING ANY INACCURACIES OR OMISSIONS IN THE INFORMATION AVAILABLE AS PART OF PROJECTGRID.COM.  THE FOREGOING LIMITATION APPLIES WHETHER OR NOT PROJECTGRID HAS BEEN INFORMED OF THE POSSIBLITY OF SUCH DAMAGES.  WITHOUT IN ANY WAY LIMITING THE FOREGOING, PROJECTGRID.COM SHALL IN NO EVENT HAVE (IN THE AGGREGATE) ANY LIABILITY WHATSOEVER IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO TWO TIMES THE LOWEST MONTHLY SUBSCRIPTION FEE FOR PA/O USER’S PROJECTGRID.COM  ACCOUNT IN EFFECT FOR THE MONTHLY BILLING PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM MADE BY PA/O USER ALLEGING LIABILITY.

(iii)  PA/O USER ACKNOWLEDGES THAT THE PRICING REFLECTED IN THIS AGREEMENT IS BASED ON THE ABOVE LIMITATIONS, AND THAT THE LIMITATIONS IN THIS SECTION REPRESENT A REASONABLE ALLOCATION OF RISK FOR THE PARTIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS,  PROJECTGRID.COM’S LIABILITY (AND THE LIABILITY OF ITS AFFILIATES, AGENTS, CONTENT PROVIDERS AND SERVICE PROVIDERS) SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

VIII. THIRD PARTY BENEFICIARIES.

Notwithstanding anything to the contrary contained herein, the provisions for "No Warranties and Liabilities" set forth in Section VII herein are for the sole  benefit of PROJECTGRID.COM and its affiliates, agents, content providers and service providers and each shall have the right to assert and enforce such provisions directly on its own behalf.

IX. INDEMNIFICATION.

PA/O User agrees to indemnify, hold harmless, and defend PROJECTGRID.COM, and its affiliates, agents, content providers, service providers, and contractors against any and all claims, including third party claims, liabilities, damages, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, attorneys' fees and disbursements) arising from or relating to the use of PROJECTGRID.COM by PA/O User and/or any of its Collaborators, in any manner which violates the terms of this Agreement or otherwise violates any law, rule, or regulation. 

X.  COPYRIGHT COMPLAINTS

PROJECTGRID.COM respects the intellectual property of others, and expects its users to do the same.  PROJECTGRID.COM may, in appropriate circumstances and at its discretion, terminate the access of PA/O Users, Collaborators, and/or other account holders or users who infringe the copyrights of others.

If you believe that your work has been copied and is accessible on PROJECTGRID.COM in a way that constitutes copyright infringement, or that the PROJECTGRID.COM  contains links or other references to another online location that infringes your copyright rights, you may notify PROJECTGRID.COM by providing PROJECTGRID.COM’s copyright agent the information required by the Online Copyright Infringment Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. Section 512.  PROJECTGRID.COM’s agent for notice of claims of copyright infringement on or regarding this Web site can be reached as follows:

By mail:

** 6350 Presidential Gateway

  Columbus, OH  43231(614) 823-4949

By e-mail:

markm@projectgrid.com

XI. JURISDICTION 

This Agreement shall be governed by the laws of the State of Ohio, without reference to conflict of laws principles. Any dispute concerning this Agreement, or any matter related in any manner to this Agreement, shall be subject to the exclusive jurisdiction of the federal and/or state courts located in Franklin County, Ohio.  In addition, PA/O User agrees to submit to the personal jurisdiction and venue of such courts.

XII.  MISCELLANEOUS PROVISIONS

This Agreement, together with any additional online documents specifically referred to herein, is the entire Agreement between PROJECTGRID.COM and PA/O User and supersedes any other communications, proposals or advertising with respect to PROJECTGRID.COM. 

If any provision of this Agreement is held to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

PROJECTGRID.COM will not be liable in any amount for failure to perform any obligation under this Agreement if the cause of such failure is beyond the reasonable control of PROJECTGRID.COM, including without limitation, outages of the Internet or connections thereto, denial of service outages, communications outages, earthquake, fire, flood, war, act of God or any acts of governmental bodies or authorities.

PA/O User agrees to comply with all United States, foreign and local laws and regulations which apply to PA/O User’s use of PROJECTGRID.COM including, without limitation, export control laws and regulations. In addition to the foregoing, and in addition to any restrictions disclosed to PA/O User in the PROJECTGRID.COM  sign-up process, PA/O User agrees that PROJECTGRID.COM  or underlying information or technology (or any component thereof) may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial Orders. By using PROJECTGRID.COM, PA/O User agrees to the foregoing and represents and warrants that PA/O User is not located in, under the control of, or a national or resident of any such country or on any such list. In addition, PA/O User is responsible for complying with any local laws in PA/O User’s jurisdiction that may impact PA/O User’s right to use PROJECTGRID.COM.

ACCEPTANCE OF TERMS

If you agree to and accept the terms of this Agreement, and you are at least eighteen (18) years of age, and (if applicable) an authorized agent for the corporate entity, click on the "Yes" button which appears on the screen immediately below this Agreement. If you do not accept the terms of this Agreement, or are not at least eighteen (18) years of age, or an authorized agent, click on the "No" button which appears on the screen immediately below this Agreement.