Terms of Use

Effective November 2014

These Terms of Use govern your use of the websites and services (together, the “Services”) of Gridmates, Inc., a Delaware corporation (together with its affiliates, “Gridmates”). By using the Services, you agree to be bound by these Terms of Use, our Privacy Policy, all applicable laws and all conditions or policies referenced here (collectively, the “Terms”). Gridmates may amend the Terms at any time by posting a revised version of the Terms on our website. Your access to or continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the revised Terms.


Definitions

In these Terms, we refer to users posting energy needs as “Campaign Owners” and to their fundraising campaigns as “Campaigns”. We refer to those contributing funds as “Contributors” and to the funds they contribute as “Contributions.” We refer to those providing energy-related incentives as “Incentive Providers” and the incentives they provide as “Incentives”. Campaign Owners, Contributors, Incentive Providers and other visitors to the Services are referred to collectively as “Users”.


Gridmates is a Platform

Gridmates is an online energy sharing platform for people and entities seeking to raise funds for their own Campaigns, to contribute to the Campaigns of others and to provide energy-related incentives to others. Gridmates makes no representations about the quality, safety, morality or legality of any Campaign, or Contribution or the truth or accuracy of your User Content (as defined below) posted on the Services. Gridmates does not represent that Contributions will be used as described in the Campaign. Users use the Services at their own risk.


Eligibility to Use the Service

You are not eligible to use the Services if you are under 18 years of age. You are not eligible to use the Services if you have previously been suspended from using the Services for any reason and we have not explicitly authorized you to resume using the Services. We reserve the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Campaign, Contribution, or the Services at any time for any reason without liability.


Prohibited Campaigns

Campaign Owners are not permitted to create a Campaign to raise funds for illegal activities, to cause harm to people or property, or to scam others. If you know that what your Campaign is claiming is false, misleading or that you are making misrepresentations about your energy needs, do not post it. You must comply with all applicable laws and regulations in connection with your Campaign, including offering Incentives and using Contributions.


Community Guidelines

Gridmates is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. Do not:

We reserve the right to remove Campaigns and terminate User accounts for such activities.


Disputes between Campaign Owners and Contributors

Campaign Owners are legally bound to perform on any promise and commitment to Contributors. If a Campaign Owner is unable to perform on any promise or commitment to Contributors, the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include the issuance of a refund of Contributions by the Campaign Owner. Gridmates is under no obligation to become involved in disputes between Campaign Owners and Contributors, or Users and any third party. In the event of any dispute, such as a Campaign Owner’s alleged failure to comply with the Terms or an Incentive Provider’s alleged failure in fulfillment of an Incentive, we may provide the Campaign Owner’s or Incentive Provider’s contact information to the Contributor so that the two parties may resolve their dispute.


User Account Information

All User registration information must be accurate and truthful. Users agree to notify Gridmates immediately if you discover that your User account has been used without your authorization or there has been any other breach of your User account’s security. Each User also agrees to provide additional information Gridmates may reasonably request and to answer truthfully and completely any questions Gridmates might ask you in order to verify such User’s identity.


License to Users

Gridmates grants each User a limited, non-exclusive, non-transferable, revocable license to use the Services subject to such User’s eligibility and continued compliance with these Terms.


Campaign Owners

As a Campaign Owner, you are permitted to post energy needs through the Services. Campaign Owners are legally bound to perform on any promise and commitment to Contributors. Campaign Owners will respond promptly and truthfully to all questions posed to them by Gridmates or any Contributor. If any Campaign Owner is unable to fulfill any of its commitments to Contributors, the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include refunding their Contributions. Campaign Owners will comply with all applicable laws and regulations in the use of Contributions. Campaign Owners are responsible for collecting and remitting any taxes on Contributions. Gridmates may attempt to verify the identity and other information provided to us by Campaign Owners and we may delay, withhold, reverse or refund any Contributions or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction.


Contributors

As a Contributor, you are solely responsible for asking questions and investigating Campaign Owners and Campaigns to the extent you feel is necessary before you make a Contribution. All Contributions are made voluntarily and at your sole discretion and risk. Gridmates doesn’t guarantee that Contributions will be used as promised, that Campaign Owners will deliver Perks, or that the Campaign will achieve its goals. Gridmates does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign, Incentive or Contribution, or the truth or accuracy of User Content posted on the Services. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Incentives for tax purposes.


Incentive Providers

As an Incentive Provider, you are solely responsible for the Incentives you offer as you are legally bound to perform on any promise and commitment to another User. Incentive Provider will respond promptly and truthfully to all questions posed to them by Gridmates or any User. If any Incentive Provider is unable to fulfill any of its commitments with respect to the Incentives offered, the Incentive Provider will work with the Users to reach a mutually satisfactory resolution. Incentive Provider will comply with all applicable laws and regulations in the promotion and issuance of Incentives. Gridmates may attempt to verify the identity and other information provided to us by Incentive Providers, and we may delay, withhold, or reverse any Incentives without notice or liability in the event we are unable to verify any such information to our satisfaction.


Fees and Payments

Setting up an account on the Services is free. We do not charge fees to Contributors, but we do charge fees to Campaign Owners as a portion of the funds they raise. Changes to fees are effective after we post notice of the changes on the Services. Updated fees are applied to Campaigns launched after the notice is posted. Users are responsible for paying all taxes associated with their use of the Services. Contributions are usually made via credit card or PayPal. Gridmates is not responsible for the performance of PayPal or any third party credit card processing services.


Credit Card Terms

All transactions will be executed using a third party payment processor (“Payment Processor”) and may be subject to a service charge.

As a Contributor, you hereby authorize Gridmates to debit, through a Payment Processor, Contributor’s payment card or User account of the amount of the Contribution. As a Campaign Owner, you hereby authorize Gridmates to credit, through a Payment Processor, Campaign Owner’s payment card or User account for the amount of each Contribution, less any service charge and Payment Processor charge.

Contributions will be made in the currency provided by the Campaign Owner in the Campaign. Users will be asked to provide customary billing information such as name, billing address and payment information. It is the Users responsibility to take all measures that are necessary to ensure that their password remains secret and to prevent the use or misuse of such password by any unauthorized person. Users will notify Gridmates promptly if they discover or suspect that their password has become accessible to or has been misused by any unauthorized third party.

Campaigner Owners that accept PayPal and Contributors that use PayPal agree to comply with the PayPal Acceptable Use Policy.


Refunds

Contributions, along with Gridmates’ fees and charges, are not refundable. If a Campaign Owner is unable to perform on any promise or commitment to Contributors, the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include the issuance of a refund of Contributions by the Campaign Owner.


Taxes

Taxing authorities may classify funds raised on Gridmates as taxable income to the Campaign Owner and any beneficiary who will receive funds directly from the applicable Campaign. We will ask for the tax identification number (TIN) of Campaign Owners and any beneficiaries so that we may report taxable income to the relevant taxing authorities. We will provide Campaign Owners with a tax document if required by the relevant taxing authorities. We encourage Campaign Owners to consult with a licensed tax advisor from their local jurisdiction when planning their Campaigns to understand and prepare for the tax obligations associated with funds raised on Gridmates.


User Content

While using the Services, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, “User Content”). Users grant Gridmates a perpetual, non-exclusive, royalty- free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works and distribute User Content of any User on or in connection with the Services and our related marketing and promotional activities. As between Users and Gridmates, Users continue to hold all ownership interest in their User Content. Each User represents and warrants that its User Content and our use of such User Content will not infringe any third party’s intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law.


Promotions

Campaign Owners may not offer any contest, competition, giveaway, sweepstakes or similar activity (each, a “Promotion”) on the Services without Gridmates’s prior written permission. Campaign Owners may request permission from Gridmates by sending an email to Gridmates at the email address noted below. Subject to and upon any such permission, each Campaign Owner offering any Promotion further acknowledges and agrees that: (a) such Campaign Owner shall be solely responsible for all facets of each such Promotion; (b) such Promotion does not require any Contribution or other payment of any amount as the sole method of entry into such Promotion; and (c) the official rules for such Promotion shall include clear and conspicuous language to the effect that: (i) Gridmates does not sponsor, endorse or administer the Promotion; (ii) each participant or entrant in the Promotion releases Gridmates from any and all liability; and (iii) all questions concerning the Promotion must be directed to the Campaign Owner and not to Gridmates.


Third-Party Websites, Advertisers or Services

The Services may contain links to third-party websites, advertisers, or services that are not owned or controlled by Gridmates. Access to or use of third-party sites or services are at your own risk. Except as otherwise expressly provided herein, Gridmates is not responsible for any loss or damage of any sort relating to User dealings with these third-party sites or services. We encourage Users to be aware of when they leave the Services and to read the terms and conditions and privacy policy of any third-party website or service that they visit.


Indemnity

Each User agrees to defend, indemnify and hold harmless Gridmates, its subsidiaries and affiliated companies and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt and expenses (including attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to use of the Services, breach of these Terms or violation of any laws. Gridmates may assume the exclusive defense and control of any matter for which Users have agreed to indemnify Gridmates and each User agrees to assist and cooperate with Gridmates in the defense or settlement of any such matters.


No Warranty

Gridmates has no fiduciary duty to you. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. USE OF THE SERVICES IS AT USER’S OWN RISK.


Waiver and Release

For Users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each User hereby waives this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.


Limitation of Liability

GRIDMATES (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR, IN ANY EVENT, FOR DAMAGES EXCEEDING THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE FEES PAID TO GRIDMATES FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GRIDMATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

For jurisdictions that do not allow Gridmates to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then Gridmates’s liability is limited to the extent possible by law. Specifically, in those jurisdictions not allowed, Gridmates does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.


Assignment

The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by Gridmates without restriction or consent.


Termination; Survival

Termination may result in the forfeiture and destruction of all information associated with any User account. Users may terminate their User account by following the instructions on the Services, but Gridmates may retain the User account information after termination in accordance with regulatory, accounting and legal compliance procedures. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.


Governing Law

Users agree that: (i) the Services shall be deemed solely based in Texas (the principal place of business and corporate headquarters of Gridmates); and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Gridmates, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the laws of the State of Texas, without respect to its conflict of laws principles.


Arbitration

Each User agrees that any and all disputes or claims that have arisen or may arise between such User and Gridmates relating in any way to or arising out of this or previous versions of the Terms or your use of or access to the Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that such User may assert claims in small claims court, if such User claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. There is no judge or jury in arbitration and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of the Terms as a court would. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. A User may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where such User lives or at another mutually agreed location. Users agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, such User waive any right to a jury trial. User and Gridmates also both agree that either may bring suit in court to enjoin infringement or other misuse of intellectual property rights. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in a court of competent jurisdiction located in Travis County, Texas. Subject to the arbitration provisions set forth above, the successful party in any dispute will be entitled to receive from the unsuccessful party all of its reasonable attorneys’ fees, cost, and disbursements.


Disclaimer

Campaign Owners and other Users should be aware that many states impose charitable fund solicitation laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state laws typically include registration and reporting requirements. Gridmates merely provides a technology platform to allow Campaign Owners to connect with Contributors. Users who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.


English Language

In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English.


Export Compliance

Users agree to comply with all laws, restrictions and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act (“Export Laws”), each User states that such User is: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control (“OFAC”) comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the Export Laws from receiving such products and information. Funds may be frozen and/or turned over to the applicable governmental enforcement agency if a Campaign is deemed to be in violation of Export Laws.


Cooperation with Authorities and Police Enforcement

We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.


Notification Procedures

Users agree Gridmates may provide notifications to such User via email, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.


Unsolicited Idea Submissions

Consistent with our culture of open innovation, we are always pleased to hear from our user community and welcome comments or suggestions to improve the Services. However, to avoid future misunderstandings when new products, services and features developed internally by Gridmates might be similar or even identical to a submission received by Gridmates, the following policy applies to all third party User submissions to Gridmates of ideas, comments, suggestions, proposals or materials: (a) all submissions shall be considered non-confidential and non-proprietary; (b) Gridmates will have no obligation concerning the submission, contractual or otherwise (including, without limitation, confidentiality); (c) Gridmates will not be liable for any use or disclosure of any submission; and (d) Gridmates shall be entitled to unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation to the third party submitting User.


Entire Agreement/Severability

These Terms are the entire agreement between each User and Gridmates regarding its subject matter. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Gridmates’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.


Changes to Terms

Gridmates may alter the Terms at any time, so please review them frequently. If a material change is made, Gridmates may notify you in the Services, by email, by means of a notice on the Services, or other places we think appropriate. A “material change” will be determined at Gridmates’s sole discretion, in good faith and using common sense and reasonable judgment.


DMCA Notice and Complaint of Intellectual Property Infringement

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement under the Digital Millennium Copyright Act of 1998 (“DMCA”) or that any User Content infringes your intellectual property rights and is accessible via the Services or in connection with our promotion of the Services, please notify Gridmates’s Legal Department at contact@Gridmates.com. “Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For your complaint to be valid, you must provide the following information in writing (“Notice of Infringement”):

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS AND ATTORNEYS’ FEES.

If you believe that your material has been removed or disabled by mistake or misidentification, you may file a written counter-notice with the Designated Agent, including the following information (“Counter-Notice”) within 5 business days from your receipt of the Notice of Infringement:

Upon receipt of the Counter-Notice by the Designated Agent, a copy of the Counter-Notice may be sent to the Complainant informing the Complainant that Gridmates, at its discretion, may replace the removed material or cease disabling it in not less than 10, nor more than 14, business days following receipt of the Counter-Notice, unless the Designated Agent receives written notice from the Complainant that the Complainant has filed an action seeking a court order to restrain you from engaging in infringing activity relating to your unauthorized use of the material on the Service.

If you fail to provide required information or follow this process, your Notice of Infringement or Counter-Notice is incomplete so no action will be taken. You and the Complainant are encouraged to work to an amicable resolution.

In accordance with the DMCA and other applicable laws, Gridmates has adopted a policy of terminating, in appropriate circumstances and at Gridmates’s sole discretion, repeat infringers.


No Legal Advice

Nothing contained in the Terms or the Services constitutes legal advice. If Users have any questions regarding their legal rights and legal obligations, Users should consult with their own attorney.


Contact Us

If you have any questions about these Terms, the practices of this site, or your dealings with this Website or complaints, please contact us at contact@Gridmates.com or in writing at 8121 Bee Caves Rd, Ste 150, 78746, Austin Texas.