DevGrid, Inc. Terms of Service

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and DevGrid, Inc. (“we,” “us,” or “our”), concerning your access to and use of the website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in Delaware, United States, and have our registered office at 5540 Centerview Dr, Ste 204 PMB 41589, Raleigh, NC 27606-3363. By accessing the Site, you agree that you have read, understood, and agree to be bound by all of these Terms of Service. If you do not agree with all of these Terms of Service, then you are expressly prohibited from using the Site and must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you to any changes by updating the “Last updated” date above, and you waive any right to receive specific notice of each such change. Please check the applicable Terms every time you use our Site. Continued use of the Site after revised Terms are posted constitutes acceptance of those changes.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws.

The Site is not tailored to comply with industry-specific regulations (HIPAA, FISMA, etc.). If your interactions would be subject to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”), and the trademarks, service marks, and logos contained therein (the “Marks”), are owned or controlled by us or licensed to us, and are protected by copyright, trademark, and other intellectual property and unfair competition laws of the United States and internationally. The Content and Marks are provided on the Site for your information and personal use only. Except as expressly provided in these Terms, no part of the Site and no Content or Marks may be copied, reproduced, republished, uploaded, posted, publicly displayed, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission.

Provided you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access, solely for personal, non-commercial use. We reserve all rights not expressly granted to you.

By using the Site, you represent and warrant that: (1) you have the legal capacity to comply with these Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any current or future use of the Site.

We accept the following forms of payment: credit card, and ACH or wire transfer via invoice.

You may be required to pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information, and to promptly update it as needed. We bill you through an online billing account. Sales tax will be added where required. We may change prices at any time; all payments are in U.S. dollars.

You authorize us to charge your chosen payment method for amounts due. If your purchase involves recurring charges, you consent to recurring billing until you cancel. We reserve the right to correct pricing errors, even after payment, and to refuse any order.

You can cancel your subscription at any time by logging into your account or contacting us using the information below. Cancellation takes effect at the end of the current paid term.

If you are unsatisfied with our services, email us at legal@devgrid.io or call +1.919.307.5792.

You may not access or use the Site for any purpose other than that for which we make it available. As a user of the Site, you agree not to:

• Systematically retrieve data from the Site to build a collection, compilation, database, or directory without our written permission.
• Trick, defraud, or mislead us or other users, including attempts to learn sensitive account information such as passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Site.
• Disparage, tarnish, or otherwise harm us and/or the Site, in our opinion.
• Use information obtained from the Site to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse.
• Use the Site inconsistently with applicable laws, or engage in unauthorized framing of or linking to the Site.
• Upload or transmit viruses, Trojan horses, spam, or other material that disrupts the Site's use, features, or operation.
• Use scripts, bots, data mining tools, or similar automated means against the Site.
• Delete copyright or proprietary notices, or impersonate another user.
• Upload tracking mechanisms such as web bugs, 1x1 pixels, or similar spyware/passive collection tools.
• Interfere with or create an undue burden on the Site or its connected networks.
• Harass, intimidate, or threaten our employees or agents.
• Attempt to bypass access-restriction measures.
• Copy or adapt the Site's software or reverse-engineer it, except as permitted by law.
• Use any automated system (spider, robot, scraper, offline reader) against the Site, except standard search engine indexing.
• Use a buying or purchasing agent to make purchases, or collect other users' usernames/emails for unsolicited communications.
• Use the Site to compete with us or for any unauthorized revenue-generating purpose.

The Site does not currently offer users the ability to submit or post content. If we do provide such functionality in the future (“Contributions”), Contributions may be viewable by other users and third-party sites, and are subject to the Site's Privacy Policy. By submitting Contributions, you represent and warrant that they: do not infringe any third party's intellectual property or other rights; are ones you own or are licensed to submit; do not include unauthorized likenesses of identifiable individuals; are not false, inaccurate, or misleading; are not spam, unsolicited advertising, or chain letters; are not obscene, harassing, libelous, or otherwise objectionable; do not promote violence or discrimination; and do not otherwise violate any law or these Terms.

You and the Site agree that we may access, store, process, and use any information and personal data you provide, consistent with our Privacy Policy and your settings. By submitting feedback, you agree we may use and share it for any purpose without compensation to you. We do not assert ownership over your Contributions — you retain full ownership and are solely responsible for them.

Any questions, comments, suggestions, ideas, or feedback you provide regarding the Site (“Submissions”) are non-confidential and become our sole property. We may use and disseminate Submissions for any lawful purpose without acknowledgment or compensation to you. You waive any moral rights to Submissions and warrant that they are original or that you have the right to submit them.

Our services are “commercial items” as defined in FAR 2.101. Government acquisition of our services is subject to these Terms in accordance with FAR 12.212/12.211 (non-DOD agencies) or DFARS 227.7202-3 and 252.227-7015 (DOD agencies), which supersede any other government-rights clause.

We reserve the right, but not the obligation, to monitor the Site for violations, take legal action against violators (including reporting to law enforcement), restrict or disable Contributions, remove burdensome content, and otherwise manage the Site to protect our rights and its proper functioning.

These Terms remain in effect while you use the Site. We reserve the right, in our sole discretion and without notice or liability, to deny access to or terminate any user's use of the Site for any reason, including breach of these Terms. If terminated, you are prohibited from creating a new account under your name, a false name, or on behalf of a third party. We may also pursue civil, criminal, or injunctive relief.

We reserve the right to change, modify, or discontinue all or part of the Site at any time without notice, and are not liable for any related loss, damage, or inconvenience. We do not guarantee the Site will always be available and may need to suspend it for maintenance or technical issues.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, and you irrevocably consent that the courts of the State of Delaware shall have exclusive jurisdiction to resolve any dispute arising in connection with these Terms.

Informal Negotiations. To expedite resolution and control costs, the parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating arbitration, commencing upon written notice from one party to the other.

Binding Arbitration. If informal negotiations fail, disputes will be finally resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes, available at www.adr.org. You understand that without this provision, you would have the right to sue in court and have a jury trial. Arbitration may be conducted in person, by document submission, phone, or online, and will take place in the State of Delaware. The parties may still litigate in court solely to compel arbitration, stay proceedings pending arbitration, or confirm/modify/vacate an arbitration award.

If a dispute proceeds in court rather than arbitration, it will be brought in the state and federal courts located in the State of Delaware, and the parties consent to personal jurisdiction and venue there. The UN Convention on Contracts for the International Sale of Goods and UCITA do not apply to these Terms.

Restrictions.Arbitration is limited to the dispute between the parties individually — no class actions, consolidated proceedings, or representative claims are permitted.

Exceptions. Disputes involving intellectual property rights, theft, piracy, invasion of privacy, unauthorized use, or claims for injunctive relief are not subject to informal negotiation or arbitration and may be brought directly in court.

The Site may contain typographical errors, inaccuracies, or omissions (including pricing and availability). We reserve the right to correct these and to update Site information at any time without prior notice.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, officers, agents, and employees, from any claim arising out of: your use of the Site; breach of these Terms or your representations/warranties; violation of a third party's rights; or harmful acts toward another user. We reserve the right to assume exclusive defense of any matter subject to indemnification, at your expense, and will make reasonable efforts to notify you of such claims.

We maintain certain data you transmit to the Site to manage its performance and your use of it. Although we perform regular backups, you are solely responsible for all data you transmit, and we have no liability for any loss or corruption of such data.

Visiting the Site, emailing us, and completing online forms constitute electronic communications. You consent to receive communications electronically and agree that electronic signatures, contracts, orders, and records satisfy any legal requirement that such communications be in writing. You waive any rights requiring an original (non-electronic) signature or record, to the extent permitted by law.

These Terms and any policies posted on the Site constitute the entire agreement between you and us. Our failure to enforce any right or provision is not a waiver of that right. We may assign our rights and obligations at any time. If any provision is found unlawful or unenforceable, it is severable and does not affect the remaining provisions. No joint venture, partnership, employment, or agency relationship is created by these Terms. These Terms will not be construed against us merely because we drafted them.

To resolve a complaint regarding the Site, or for further information about using the Site, contact us at: