Effective Date: 11/13/2017

These Terms (“Terms”) govern use of the Pegboard online service provided by The Grid, LLC. (“Pegboard”). By subscribing for or becoming a user of the Service, you accept these Terms. Unless defined in context, capitalized terms have the meanings given in Section 11.

1. Access to the Service
   1. Access. Pegboard hereby grants Subscriber and its Authorized Users the non-exclusive right to access the Service as provided in these Terms.
   2. Changes to the Service. Pegboard may at any time modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice. Continued use of the Service following any modification constitutes acceptance of the modification.
   3. Suspension of Access. Pegboard may interrupt access to the Service temporarily for things such as maintenance, repairs, or upgrades. Pegboard will use commercially reasonable efforts to give prior notice of these interruptions and to plan maintenance, repairs, or upgrades to minimize disruption of the Service.
2. Intellectual Property
   1. Rights Reserved. This Agreement does not grant Subscriber or an Authorized user any intellectual property license or rights to the System. Pegboard reserves all intellectual property rights in the Service.
   2. Right to Use Subscriber Information. Any Content uploaded to the Service remains the property of the Subscriber. Subscriber represents that it has the right to upload any Content posted to the system by its Authorized Users. By uploading Content, Subscriber grants Pegboard a non-exclusive, royalty free right to use that Content to provide the Service to Subscriber. In addition to other rights granted in the Privacy Policy, Pegboard may use the Content to generate, publish, and use anonymized and aggregated data. Upon termination of a Subscription, Pegboard will make the contents of a Subscriber’s account available for download by an Administrator for a period of 30 days.
   3. Mandated Disclosure. Pegboard may provide Content to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.
   4. Feedback. All Feedback is property of Pegboard. Pegboard may use or disclose any Feedback without compensation, credit, or notice to the Subscriber or Authorized User providing the Feedback.
3. Use of the Service
   1. Security of Credentials. Each Authorized User is responsible for protecting the security of his or her username and password, and for the accuracy and adequacy of personal information provided to the Service. Subscriber shall implement policies to prevent unauthorized use of usernames and passwords and will promptly notify Pegboard upon suspicion that a username and password has been lost, stolen, compromised, or misused. Subscriber is responsible for all use of the Service by Authorized Users (or anyone accessing the Service through an Authorized User’s credentials).
   2. Users. Authorized Users will select or be assigned a username and password. This user name and password may only be used by the Authorized User to whom it is assigned. An Authorized User’s username and password may not be disclosed to or used by any other person. 
   3. Administrator. The initial Administrator has authority to administer the Subscription and designate additional Authorized Users and Administrators. Subscription may have multiple Administrators. Subscriber represents that all Administrators have the authority to manage the Subscription on behalf of Subscriber. Administrators are responsible for managing access to Authorized Users. 
   4. Restrictions on Use. Authorized Users shall not: 
      1. reproduce, duplicate, copy, sell, resell, or any portion of the Service without Pegboard’s prior written consent;
      2. modify, reverse engineer, adapt or otherwise tamper with the Service;
      3. access or use of the Service via mechanical, programmatic, robotic, scripted or other automated means;
      4. use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of these Terms; or
      5. use the Service to upload, post, host, or transmit unsolicited bulk email, short message service messages, viruses, self-replicating computer programs, or any code of a destructive or malicious nature.
4. Content and Security
   1. Handling of Content. Subscriber acknowledges the risk that Content stored and transmitted through the Service could be intercepted by third parties. Subscriber accepts that risk and will not hold Pegboard liable for any loss resulting from the interception of information. Content is stored securely and encrypted.
   2. Obligations of Pegboard. Pegboard will follow industry standard information security procedures for transmitting and storing Content; securing its network and the Service; and ensuring the same from its host facilities and third-party vendors.
   3. Security Breach Reporting. Pegboard shall report to Subscriber any event that Pegboard reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content or the Service. Pegboard shall make such report within a reasonable time after learning of the security breach. Pegboard will make commercially reasonable efforts to identify the cause of the breach and affected Content.
5. Service Fees
   1. Service Fees. Subscriptions are on a month-to-month basis. Subscriber shall pay fees for the Service monthly based on Pegboard’s then effective fee schedule (the “Service Fees”). Service Fees exclude all taxes. Subscriber authorizes Pegboard to automatically charge Subscriber’s authorized payment method for all Service Fees. If Subscriber fails to make a payment when due or if Subscriber initiates a chargeback or similar action, Pegboard may suspend or terminate Subscriber’s access to the Service without notice. Subscriber is responsible for all costs and expenses incurred by Pegboard to collect on any overdue Service Fees, including court costs and attorneys’ fees.
   2. No Refunds. No refunds or credits will be issued for partial periods of service, upgrades, downgrades, periods of unused, or service outages.
   3. Changes to Service Fees. Pegboard may change its schedule of Service Fees on 30 days’ notice to Subscriber. If Subscriber does not agree to a price change, its sole remedy is to cancel its Subscription within the 30-day notice period. If Subscriber continues using the Service after the 30-day notice period, Pegboard is authorized to charge Subscriber’s payment method for the updated Service Fees.
   4. Taxes. Subscriber is responsible for all taxes associated with its Subscription. Unless Subscriber provides Pegboard with a valid tax exemption certificate, Pegboard may charge Subscriber’s authorized payment method for any taxes related to a Subscriber’s use of the Service (plus any applicable credit card fees).
   5. Additional Services. Any additional services may only be provided by written agreement between Pegboard and Subscriber will be billed in the amount and on the terms agreed in writing by Subscriber and Pegboard.
6. Termination.
   1. Termination by Subscriber. An Administrator may terminate its Subscription on 30 days’ notice by contacting [support@getpegboard.co]. Cancellations by other means will not be accepted. No refunds or credits will be issued for canceled Subscriptions.
   2. Suspension and Termination. Pegboard may immediately suspend or terminate a Subscriber’s access to the Service without notice (a) for actions that violate these Terms, (b) for unauthorized access under a credentials associated with a Subscriber’s account, or (c) upon Pegboard’s belief that a Subscriber or Authorized User is violating the law or under investigation for violating the law.
7. Limitation of Liability; Disclaimer of Warranties
   1. Dollar Cap. Pegboard’s maximum liability arising out of or related to Subscriber’s use of the Service will not exceed the total amount paid by Subscriber during the six months prior to the claim. In no event will Pegboard be liable to Subscriber for any consequential, indirect, special, incidental, or punitive damages arising out of or related to the Service.
   2. Clarifications & Disclaimers. The liabilities limited by this Section 7 apply: (a) to liability for negligence; (b) regardless of the form of action, (c) even if the damages are foreseeable or Pegboard is advised in advance of the possibility of such damages; and (d) even if Subscriber’s other remedies fail of their essential purpose. If applicable law limits the application of this Section 7, Pegboard’s liability will be limited to the maximum extent permissible.
   3. Acceptance of Service AS IS. Subscriber accepts the Service “AS IS” with no other warranty. Without limiting the generality of the foregoing: (a) Pegboard has no obligation for claims related to infringement of intellectual property; (b) Pegboard does not represent that the Service will perform without interruption or error; (c) Pegboard does not represent that the Service is secure from hacking or other unauthorized intrusion or that customer data will remain private or secure; and (d) Pegboard makes no warranty as to any results that may be obtained from use of the Service. 
8. Indemnification

   Subscriber shall indemnify Pegboard and its officers, directors, shareholders, parents, subsidiaries, affiliates, successors, and assigns against any third-party claim arising out of or related to any use of the Service or any breach of these Terms. Pegboard may reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. Pegboard may assume control of the indemnification defense at Subscriber’s expense.

9. Definitions
   1. “Administrator” means an Authorized User with authority to designate additional Authorized Users and Administrators.
   2. “Authorized User” means any individual that has been added to Subscriber’s account as a user. Authorized Users include users that are Administrators and Vendor Users.
   3. “Content” means any information an Authorized User uploads to the Service and any information provided by an Authorized User through the Service, including information about Authorized Users or Vendor Users.
   4. “Feedback” means any suggestion or idea for improving or otherwise modifying any of Pegboard’s products or services.
   5. “Vendor Users” means an individual who has been invited to access certain documents in a limited capacity as an outside vendor to a Subscriber.
   6. “Service” means Pegboard, Pegboard’s web-based tool for the construction trades to manage subcontractor payroll, labor costs, and job site scheduling.
   7. “Subscriber” means the purchaser of the Services. 
   8. “Subscription” means a Subscriber’s paid subscription to the Service.
10. Miscellaneous
    1. Third-Party Vendors. Subscriber acknowledges that Pegboard may use third-party vendors to provide the Service. Pegboard is not liable for any failure, downtime, loss of data, or disruption to the Service caused by a third-party vendor.
    2. Notices. Pegboard may send notices pursuant to these Terms to Subscriber at an Administrator’s email and such notices are deemed received 72 hours after they are sent. Subscriber may send notices pursuant to these Terms to [support@getpegboard.co] and such notices are deemed received 72 hours after they are sent.
    3. Waiver. A party waiving compliance with a provision in these Terms may only do so by a signed writing. Unless otherwise specified in the writing, such a waiver only relates to the provision and instance being waived. Failure to enforce a provision of this Agreement does not constitute a waiver.
    4. Integration. These Terms constitute the entire agreement between the parties regarding use of the Service, and supersedes all prior understandings, whether written or oral (including any prior versions of these Terms).
    5. Independent Contractors. Pegboard is an independent contractor to Subscriber. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
    6. Amendment. Pegboard may amend these Terms at any time by providing notice via the System or other reasonable method. For material changes to the Terms, Pegboard will notify Subscribers before the changed terms become effective. Continued use of the Service by the Subscriber or Authorized User after reasonable notice constitutes acceptance of any new terms.
    7. Assignment. Neither party may assign these Terms without Pegboard’s prior written consent. Notwithstanding the foregoing, either party may assign these Terms (and in the case of Pegboard, any Content) in their entirety without consent of the other party as part of a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets provided the assignee agrees to be bound by these Terms. Any attempt to assign these Terms in violation of this paragraph has no effect.
    8. Governing Law; Venue; Jurisdiction. Colorado law, without regard to any conflicts of law, governs all matters arising out of these Terms, including tort claims. The state and federal courts located in Douglas County, Colorado are the exclusive venue for disputes arising out of the relationship between the parties. The parties consent to personal jurisdiction in such courts.