Terms of Use
Introduction
These Terms of Use (the “Agreement”) constitute a legally binding agreement between you and Grind Analytics, LLC (“Grind”, “we”, “us” or “our”), concerning your access and use of the RateSpan.com website, including any content and services offered on or through the website (collectively the "Site"). This Agreement applies to all visitors, users, contributors, providers, and others who access the Site (“you,” or “User”).
Please read this Agreement carefully before using the Site.
THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
The Site is not tailored to comply with industry-specific regulations such as Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), and Gramm-Leach-Bliley Act (GLBA). If your interactions would be subjected to such laws, you may not use this Site.
Acceptance
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Your access to and use of the Site is conditional on your acceptance of this Agreement. By accessing and using the Site, you agree on your own behalf, and on behalf of any organization, entity, or other person on whose behalf you may act, to accept and abide by this Agreement for each access and use of the Site. If you are entering this Agreement on behalf of any organization, you represent and warrant that you have, and at all times will have while accessing and using the Site, authority to bind such entity or person. If you do not agree with all terms and conditions of this Agreement, please do not use the Site.
By agreeing to the terms and conditions contained in this Agreement, you are also agreeing to the terms of our Privacy Policy and our Cookie Policy, which are hereby incorporated by reference.
Updates
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We reserve the right to, with or without notice, modify this Agreement at any time by posting an updated Terms of Use on the Site. You are responsible for regularly reviewing the Agreement and your continued access and use of the Site shall constitute your acceptance of the updated Agreement. If any modification is unacceptable to you, you shall cease accessing and using the Site. If you have any questions about this Agreement, you may contact us at greg@grindanalytics.com
Eligibility
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You may only use the Site if you meet the following eligibility conditions: (i) you are at least eighteen (18) years old; (ii) you have the capacity to enter into this Agreement with us; and (iii) you agree to the terms and conditions contained herein. Any use or access to the Site by anyone that does not meet the eligibility conditions set forth above is strictly prohibited and in violation of this Agreement. The Site may not be available to Users previously removed from the Site by us.
United States Only
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The Site is hosted in the United States and is only intended for use within the United States. By using the Site, you consent to the application of the laws of the United States and/or the State of California with respect to any dispute arising from or related to your access and use of the Site, other than such rules, regulations, case law, and/or international treaties that would result in the application of the laws of a jurisdiction other than the United States or the State of California, and the exclusive jurisdiction of the courts of the United States and the State of California.
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Site Use and Access
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General
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You may access and use the Site only for its intended purpose and in accordance with the terms and conditions set forth herein. We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion and without notice. We will not be liable for any reason if all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site to Users.
Grind Content
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The information presented on or through the Site is made available solely for general information purposes. We do not warrant the usefulness, accuracy, or completeness of the information. If you rely on such information, you do so at your own risk. We disclaim all liability and responsibility arising from your reliance on such materials, or by anyone who may be informed of any of its contents. We may update the content of the Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material of the Site may be out of date at any given time, and we are under no obligation to update such material.
User Generated Content
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We may provide Users with the opportunity to post content on the Site (e.g. comments, suggestions). Users are solely responsible for the content that they post on the Site. These materials will be treated as non-confidential and may be viewable by other Users of the Site and on third-party websites. We have no liability or responsibility for any action or inaction regarding communications or content provided by any User.
By posting user-generated content to the Site, you hereby grant us and our licensees, successors, and assigns a non-exclusive license to use, copy, modify, distribute, publicly display and publicly perform, and otherwise use your content for any business purpose. You represent and warrant that you own or control all rights in and to the user-generated content and have the right to grant us the license above.
Prohibited Content
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In using the Site, you may not upload, download, post, email, or otherwise transmit any content that, without limitation:
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May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third party;
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May be considered false or misleading information;
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Violates another's rights, rights of celebrity or privacy, which includes without limitation uploading a picture of another person without such person’s consent;
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Is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable;
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May be considered unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
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Would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, or national law; or
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Would or be likely to incite, promote, or support discrimination, hostility, or violence.
Monitoring
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We or our designees shall have the right (but not the obligation), at our sole discretion, to screen the content uploaded or created on the Site by a User and to reject or remove any information that is made available via the Site. If you upload content to the Site you acknowledge we may review your content for adherence to our guidelines and compliance with this Agreement, and we and our designees shall have the right to remove your content if you violate this Agreement or if any content you provide to the Site is otherwise objectionable to us, and that we may do so without any obligation to you, monetarily or otherwise. We also have the right to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, and to take appropriate legal action for any illegal or unauthorized use of the Site. You agree to hold Grind harmless from any claims resulting from any action taken by Grind in enforcing these rights.
Suspension and Termination
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You may terminate this Agreement at any time by stopping use of the Site. We, without prior notice, may suspend or terminate your use of the Site at any time if, in our sole discretion, your use of the Site is in violation of this Agreement, or if we reasonably believe that your use of the Site could cause damage to the Site, the rights of other Users, or for any other reason, even if not expressly set forth in this Agreement. Our right to suspend and/or terminate your access to the Site does not limit our right or ability to seek any other remedy available to us through this Agreement or at law.
Data Security
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You understand that the technical processing and operation of the Site, including your information, may involve (i) transmissions over various networks, and (ii) changes to conform and adapt to technical requirements of connection networks or devices. We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your Personal Information. You recognize and agree that hosting content online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Site, you assume such risks. We offer no representation, warranty, or guarantee that your Personal Information will not be exposed or disclosed through errors or actions, including negligence, of third parties or us. We will have no responsibility or liability for the accuracy of data uploaded to the Site by you.
User Privacy
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Your privacy is very important to us. Our Privacy Policy sets out the categories of personal data and other data we collect, how we collect, store, and use it. By accepting this Agreement, you expressly consent to our disclosure and use of your information as described in our Privacy Policy, which is incorporated herein by reference.
Without limiting the terms and conditions of our Privacy Policy, you acknowledge and agree that we may disclose your information, including your name, email address, telephone number, or other personal information you provided to us, when we believe, in our sole discretion, that such disclosure is necessary or appropriate to: (i) comply with legal processes, including responding to notices of intellectual property infringement; (ii) enforce this Agreement; (iii) respond to claims that your profile information violates the rights of third-parties; (iv) to investigate the use of or respond to alleged violations or infringement of Third-Party Content; or (v) to protect our rights, property, or personal safety or that of our Users or the public.
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User Conduct
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Your Obligations
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You agree that you will use the Site, Third-Party Content and Third-Party Services, and information contained therein only for their intended purposes and will comply at all times with all applicable laws, including without limitation, all intellectual property, nondiscrimination, privacy and data security laws and will not take any action that harms or violates the rights of any person or entity. In general, this means that you cannot use any of the content contained on the Site for any other purpose unless you are the original creator and owner of such content.
Prohibited Uses
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Without limitation, in using the Site, you agree to not:
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Use the Site in any way that violates federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
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Use the Site in any way to discriminate against any individual or class of individuals protected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist or discriminatory activities or outcomes;
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Impersonate us, our employees, or any other person or entity or falsely state or otherwise misrepresent your affiliation with a person, entity or property (including, without limitation, by using email addresses associated with any of the foregoing);
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Reproduce, duplicate, copy, sell, resell or exploit for commercial purposes any portion of the Site without our express written consent;
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Modify or create derivative works based upon Third-Party Content;
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Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Site;
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Remove or alter any watermark or attribution marks unless expressly permitted by the Site;
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Use or access the Site to provide service bureau, time-sharing or other computer hosting services to third parties;
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Use any Grind content for distribution electronically that competes with Grind. We solely determine what constitutes competition;
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Upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
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Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
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Disrupt or interfere with the security of, or otherwise abuse, the Site, system resources, accounts, servers, or networks connected to or accessible through the Site;
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Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
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Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
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Disrupt or interfere with any other User's enjoyment of the Site;
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Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
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Access the Site in order to build a similar product or competitive product; or
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Frame or link to the Site except as permitted in writing by us.
Linking to the Site
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You may link to our homepage, provided you do so in a way that is legal, does not damage our reputation or take advantage of it, and does not suggest any form of association, approval, or endorsement on our part without our express consent.
This Site may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Site; (ii) send emails or other communications with certain content, or links to certain content, on this Site; and (iii) cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking or in-line linking; (iii) link to any part of the Site other than the homepage; (iv) otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of this Agreement. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice at our sole discretion.
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Our Proprietary Rights
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Your Right to Access
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You acknowledge and agree that the Site contains proprietary information that is protected by applicable intellectual property and other laws (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof). We grant you, and you alone, a non-exclusive, and non-transferable right to access and use the Site, subject to the terms and conditions of this Agreement. The Site may give you access to descriptions, commentary, documents, articles, and other written or visual content (“Grind Content”) which is and shall remain the exclusive property of Grind.
Proprietary Rights
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We or our licensors or licensees retain all rights, title, and interest in and to the Site, including without limitation all software included in and used to provide the Site, Grind trademarks (all names and logos), and Grind Content provided on the Site (collectively, “Grind Analytics IP”). This Agreement does not grant you: (i) any right to reproduce, modify, distribute, license, sell, transfer, or publicly display or perform or otherwise exploit the software included in the Site, (ii) print, copy, modify, reproduce, distribute, license, sell, transfer, create, publicly display or perform, download, store, transmit, or otherwise exploit any content on the Site; (iii) any other right to the Grind IP or Site not specifically set forth in this Agreement. If you wish to make any use of the Site other than that set out herein, please address your request to greg@grindanalytics.com. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of this Agreement, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.
Licenses in Your Information
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You grant to us a non-exclusive, royalty-free, assignable, transferable, sublicensable, and revocable right and license to use, reproduce, adapt, and distribute your information as reasonably necessary: (i) to provide the Site as required under this Agreement and to exercise our other rights, and perform our other obligations, under this Agreement, and (ii) to use and disclose your information or Related Data (defined below), on an anonymous (de-identified) basis only, for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. “Related Data” means data or information (excluding Personal Information) associated with or arising out of use of the Site (including without limitation data associated with requests made to, and responses generated in connection with, the Site). Related Data will be our property, and neither we nor any of its sublicensees shall have any duty to compensate or account to you in connection with the exercise of the foregoing rights.
Trademarks
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The Grind name (Grind Analytics), logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Grind or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.
Feedback
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You may provide us or make public on the Site notes, emails, postings, letters, suggestions, comments, concepts, or other written materials related to the Site (collectively, “Feedback”). You acknowledge and agree that you do not maintain and will not assert any ownership, intellectual property right, or any other right to the Feedback. You further agree that any Feedback provided to us will not be considered confidential information, and that we are permitted to freely share, disclose, modify, creative derivative works, or otherwise use the Feedback for any purpose. Should the ownership of the Feedback be found under applicable law to not be the property of Grind, you hereby grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any Grind products or services any Feedback provided by you relating to the provision of the Site.
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DMCA Notice
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Grind respects the intellectual property rights of others. Per the DMCA, we will respond expeditiously to claims of copyright infringement on the Site if submitted to us as described below. Upon receipt of a notice alleging copyright infringement, we will take whatever action we deem appropriate within our sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
If you believe that your intellectual property rights have been violated by us or by a third party who has uploaded materials to our Site, please provide the following information to us:
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A description of the copyrighted work or other intellectual property that you claim has been infringed;
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A description of where the material that you claim is infringing is located on the Site;
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An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not we, can contact you;
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A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
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A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
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Your electronic or physical signature.
Grind may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so that the person may respond to your allegations.
Any notices related to copyright infringement should be sent to greg@grindanalytics.com
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Third-Party Content and Services
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Third-Party Content
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The Site may contain content or links to third-party apps, services, websites, and other content (“Third-Party Content”) that are not owned or controlled by us. We do not endorse or assume any responsibility for any such Third-Party Content. If you access Third Party Content from the Site, you do so at your own risk and you understand that this Agreement and our Privacy Policy do not apply to your use of such Third-Party Content. You expressly relieve us from any and all liability arising from your use of any Third-Party Content, and any terms related to Third-Party Content are solely between you and the Third-Party Content provider. You agree that we will not be responsible for any reliance or damages of any sort relating to your use of Third-Party Content.
Third Party Services
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The Site may provide access to or may integrate with third-party apps, services, websites, and other content that are not owned or controlled by us (“Third-Party Services”). All Third-Party Services are provided “As-Is,” and we do not warrant any such Third-Party Services, regardless of whether they are required to use our Site. You expressly relieve us from any and all liability arising from your use of any Third-Party Service, and any use by you of such Third-Party Services is solely between you and the applicable Third-Party Service provider. We do not endorse or assume any responsibility for any such Third-Party Services. If you access Third-Party Services from the Site, you do so at your own risk and you understand that this Agreement does not apply to your use of such Third-Party Services. We shall not be responsible for any disclosure, modification or deletion of your profile information resulting from access by Third-Party Services. Additionally, we are not responsible for any downtime or unavailability of Third-Party Services which are outside our reasonable control. Under no circumstances will we be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use a Third-Party Service.
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Mobile Services
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We may make our Site available via your mobile telephone and/or tablet. Our Site may not be compatible with all mobile devices, carriers, and service providers, and we do not make any representations or warranties with respect to such compatibility.
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Disclaimer of Warranties
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WE PROVIDE THE SITE AND ALL CONTENT ON AN "AS IS'' AND "AS AVAILABLE" BASIS. GRIND DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND GRIND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE OPERATION OF THE SITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, (III) DEFECTS, IF ANY, WILL BE CORRECTED; OR (IV) OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GRIND EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. THE INFORMATION PROVIDED ON THE SITE DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE ADVICE. YOU AGREE THAT GRIND SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, YOUR BUSINESS, YOUR COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OF OUR SITE OR DOWNLOAD OF ANY CONTENT CONTAINED THEREIN.
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Limitation of Liability
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TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL GRIND OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE SITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF REVENUE, PROFITS, BUSINESS OR ANTICIPATED SAVINGS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GRIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY GRIND. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE THE SITE; (II) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ANY ELECTRONIC MESSAGES YOU SEND US; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SITE; OR (VI) ANY OTHER MATTER RELATING TO THE SITE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF GRIND EXCEED $100. ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE YOU RELEASE GRIND OF ANY SUCH CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
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Indemnification
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS GRIND AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (“INDEMNIFIED PARTIES'') FROM ANY THIRD-PARTY CLAIMS, SUITES, PROCEEDINGS, GOVERNMENT ENFORCEMENT ACTIONS, LIABILITIES, JUDGMENTS, AWARDS, COSTS, EXPENSES, OR FEES ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF THE SITE THAT, WITHOUT LIMITATION, INCLUDES: (I) THE INFORMATION YOU UPLOADED TO THE SITE; (II) YOUR ACCESS TO OR USE OF THE SITE FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES; (III) YOUR CONNECTION TO THE SITE; (IV) YOUR VIOLATION OF THIS AGREEMENT; OR (V) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY. IN ANY EVENT, GRIND SHALL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF ITS OWN CHOOSING AT GRIND’S OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FOR ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCH WARRANT, OR COURT ORDER REQUIRING PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO YOUR USE OF THE SITE.
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Release
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In the event of a dispute between you and another User of the Site, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If you are a California resident, you waive California Civil Code §1542, which states:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
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Allocation of Risk
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You acknowledge and agree that we provide the Site in reliance upon the disclaimers of warranty and the limitations of liability contained herein, and that this Agreement reflect an allocation of risk between you and us (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions herein form an essential basis of the bargain between you and us. If you are subject to applicable laws that prohibit you from indemnifying us as set forth herein or prohibit you from entering into the risk allocation arrangement as set forth herein, then the terms will apply to you to the fullest extent permitted by applicable law, it being understood that you and us each wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.
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Dispute Resolution
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Arbitration
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For any dispute with us, you agree to first contact us at greg@grindanalytics.com and attempt to resolve the dispute with us informally for at least thirty (30) days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and that such arbitration will be conducted in California, unless you and we agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
This arbitration provision is governed by the Federal Arbitration Act.
​​No Class Action; No Jury Trial
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ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Governing Law and Dispute Resolution
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The laws of the United States and the State of California shall govern this Agreement. Any dispute between the Parties that are excluded from the arbitration agreement or that cannot be heard in small claims court shall be resolved in the United States District Court for the Southern District of California, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the Southern District of California, then the exclusive forum and venue for any such action shall be the courts of the State of California, located in San Diego County, and the Parties hereby submit to the personal jurisdiction of that court.
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General Provisions
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Severability
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In the event that any provision of this Agreement is considered invalid, illegal or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.
Entire Agreement
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This Agreement, together with the other terms and agreements incorporated herein by reference, and any amendments and any additional agreements you may enter with us in connection with the Site, constitutes the entire agreement between you and us concerning your access and use of the Site.
Waiver
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Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by Grind will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
Headings; Summaries
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The section headings and any plain English summaries appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
No Transfer; No Assignment
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This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
No Third-Party Beneficiaries
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Other than as expressly provided in this Agreement, no third-party beneficiaries are intended or will be construed as created by this Agreement.
Notices; Electronic Communication
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By providing us with your email address, you consent to receive Grind-related communications and notices electronically and you agree that all agreements, notices, disclosures and other communication that we provide to you via the Site or email satisfy any legal requirement that such communications be in writing. We may also use your email address to send you other messages, such as changes to the features of the Site and special offers (“Promotional Messages”). If you do not want to receive Promotional Messages, you may opt out by emailing Grind at greg@grindanalytics.com.
Force Majeure
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Neither Party shall be liable for any failure or delay in its performance under this Agreement or any and all addenda due to circumstances beyond its reasonable control, provided that it notifies the other Party as soon as practicable and uses its best efforts to resume performance (such a “Force Majeure Event”). A Force Majeure Event includes, without limitation, strikes, lock-outs, labor troubles, inability to procure materials or services including substantial price increases in materials or services, impacts of pandemics, epidemics, failure of power, riots, insurrection, war or other reasons of a like nature not the fault of such Party. The Party shall immediately provide notice to the other Party of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Each Party agrees to strive to develop and maintain adequate backup systems, procedures and resources to assure their respective performance. Whether an event is a Force Majeure Event shall be at the sole discretion of Grind.
Contact
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For questions regarding this Agreement, please contact us at greg@grindanalytics.com.