Grid50 Terms of Use

Preamble

PLEASE READ THESE TERMS OF USE (COLLECTIVELY THE “AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING Grid50.

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF Grid50 (HEREINAFTER REFERRED TO THE “SITE”) AND ALL SERVICES PROVIDED BY Grid50 ON THE SITE (THE “SERVICES”).

BY USING THE SITE AND SERVICES OFFERED BY Grid50, AND INCLUDING BUT NOT LIMITED TO BROWSING THE SITE, YOU, WHETHER AN INDIVIDUAL OR AN ENTITY, (THE “USER” OR “YOU”) ARE EXPRESSLY AGREEING TO BE BOUND BY THESE TERMS OF USE INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN.

BY USING THE SITE AND SERVICES OFFERED BY Grid50 YOU HEREBY WAIVE ANY AND ALL CLAIMS CHALLENGING THE APPLICABILITY OR BINDING NATURE OF THE TERMS OF USE.

THESE TERMS OF USE APPLY TO ALL USERS OF THE SITE, INCLUDING WITHOUT LIMITATION USERS WHO ARE Sellers, CUSTOMERS, MERCHANTS, CONTRIBUTORS OF CONTENT, INFORMATION AND OTHER MATERIALS OR SERVICES ON THE SITE. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE SITE.

Please note that Section 6 below contains an arbitration clause and class action waiver. By agreeing to the Terms of Use, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.

1. Grid50 is a Marketplace/Venue

Grid50 acts as a marketplace/venue to allow users who comply with Grid50’s Terms of Use and policies to offer, sell and buy camera equipment from other users. While Grid50 has processes in place to review the accuracy of listings and to vet buyers and sellers, it cannot guarantee the truth, accuracy or legality of listings or the ability of sellers to sell items or the ability of buyers to pay for items. Grid50 also cannot ensure that a buyer or seller will actually complete a transaction or guarantee the true identity, age, and nationality of a user. Grid50 encourages you to communicate directly with potential transaction partners through the tools available on the Site. You may also wish to consider using a third-party escrow service or services that provide additional user verification. You agree that to the fullest extent protected by law, Grid50 is a marketplace/venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or third parties on Grid50. YOU USE THE GRID50 SERVICE AT YOUR OWN RISK AND AGREE THAT THE SITE IS PROVIDED TO YOU WITH ALL FAULTS, INCLUDING NO PROMISE OF CONTINUOUS SERVICE (SEE SECTION 14 BELOW). PLEASE ALSO SEE THE SECTIONS ON NO WARRANTIES (SECTION 11), LIMITATION ON LIABILITIES (SECTION 12) AND INDEMNITIES (SECTION 13) BELOW.

2. Membership

(A) Age: Grid50 is fully committed to compliance with the Children’s Online Privacy Protection Rule (“COPPA”) as well as applicable contract law. Accordingly, Grid50’s services are available only to, and may only be used by, individuals who are 18 years of age and older who can form legally binding contracts. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Grid50 may, in its sole discretion, refuse to offer access to, or use of the Site to, any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions. Individuals under the age of 18 must at all times use Grid50’s services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all such cases, the adult is the User and is responsible for any and all activities.

(B) Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by Grid50’s policies as stated in the Terms of Use as well as all other rules, policies and procedures that may be published from time to time on the Site by Grid50, each of which is incorporated herein by reference and each of which may be updated by Grid50 from time to time without notice to you. To the fullest extent permitted by law, you hereby waive any and all claims and rights with respect to notice of changes to the Terms of Use or other associated policies. In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Grid50 from time to time; your use of such services is subject to those additional terms, conditions and policies, which are incorporated into this Agreement by this reference.

(C) Password: Your password is your responsibility. Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Grid50 of any unauthorized use of your password or any breach of security. You also agree that Grid50 cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. Except for password managers used in accordance with best practices, you agree not to provide your username and password information in combination to any other party other than Grid50 without Grid50’s express written permission.

(D) Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Grid50 you must provide and maintain valid payment information such as valid credit card information, contact information and/or a valid PayPal account.

(E) Account Transfer: You may not transfer or sell your Grid50 account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

(F) Right to Refuse Service: ACCESS TO GRID50’S SERVICES AND THE SITE IS A PRIVILEGE GRANTED AT GRID50’S SOLE DISCRETION. YOU HAVE NO RIGHT TO ACCESS GRID50’S SITE. Grid50 will terminate any user who it determines is providing services competitive to Grid50 through the Site. Grid50’s services, and all accesses to the Site, are not available to temporarily or indefinitely suspended Grid50 members. Additionally, Grid50 reserves the right, in Grid50’s sole discretion, to cancel unconfirmed or inactive accounts or to disable, deactivate or terminate your account for any reason, without notice, and without any right to cure.

3. Fees and Services

Joining and setting up a shop on Grid50 is free. Grid50 does not charge fees to list an item for sale. Grid50 does charge a percentage of the sale price when the item sells. Grid50’s Billing Policy, which is subject to change, is incorporated into this Agreement by reference. Changes to the Billing Policy and the fees for Grid50’s services are effective immediately after posting the changes on the Site to the fullest extent permitted by law, or otherwise immediately after the minimum period permitted by law. Grid50 may also choose to temporarily change the Billing Policy and the fees for Grid50’s services for promotional events (for example, free listing days); such changes are effective when Grid50 posts the temporary promotional event on the Site or otherwise notifies you of the change.

Fees and Termination: If Grid50 terminates a listing or your account, if you close your account, or if the payment of your Grid50 fees cannot be completed for any reason, you remain obligated to pay Grid50 for all unpaid fees plus any penalties, if applicable. If the seller’s account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). YOU HEREBY EXPRESSLY AGREE THAT GRID50 MAY CHARGE YOUR CREDIT CARD, OR ANY OTHER METHOD OF PAYMENT, ON FILE FOR ANY AND ALL OUTSTANDING OR DELINQUENT FEES OR BALANCES AND WAIVE ANY AND ALL CLAIMS AGAINST GRID50 FOR EXERCISING THIS RIGHT (INCLUDING, FOR EXAMPLE, USING YOUR CONTACT INFORMATION TO AID IN COLLECTING PAYMENT).

4. Content License

(A) Your Content: Grid50 does not claim ownership rights in content you place on the Site or in your listings (the “Content”). You grant Grid50 a license solely to enable Grid50 to use any information or Content you supply Grid50 with, so that Grid50 is not violating any rights you might have in that Content. You grant Grid50 a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights and any other rights necessary to effectuate Grid50’s ability to use the content consistent with this license that you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Grid50 to store or re-format your Content on Grid50 and display your Content on Grid50 in any way as Grid50 chooses. Grid50 can also use any transactional information including sale date and final price for sales completed on Grid50 as it sees fit.

(B) Personal Information: Grid50 will only use personal information in accordance with Grid50’s Privacy Policy. As part of a transaction, you may obtain personal information, including email address and shipping information, from another Grid50 user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Grid50-related communications. Grid50 has not granted you a license to use the information for unsolicited commercial messages or for any other purpose. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Grid50 user to your email or physical mail list.

(C) Re-Posting Content: By posting Content on Grid50, it is possible for an outside website or a third party to re-post or index that Content. You agree to hold Grid50 harmless for any dispute concerning this use, along with the limitations on liability and indemnification provisions below. If you choose to display your own Grid50-hosted image on another website, the image must provide a link back to its listing page on Grid50.

(D) Idea Submissions: Grid50 considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the “Material”) to be non-confidential and non-proprietary, and Grid50 shall not be liable for the disclosure or use of such Material. If, at Grid50’s request, any member sends Material to improve the site (for example through customer support), Grid50 will also consider that Material to be non-confidential and non-proprietary and Grid50 will not be liable for use or disclosure of the Material. Any communication by you to Grid50 is subject to this Agreement. You hereby grant and agree to grant Grid50, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, make, use, sell, offer to sell, import, export, publicly display, publicly distribute, create derivative use from, publish and in all other ways exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

5. Information Control

Grid50 does not control the Content provided by users that is made available on Grid50. You may find some Content to be offensive, harmful, inaccurate, or deceptive. Grid50 users must be eighteen or over, but there are risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using Grid50, you agree to accept such risks and expressly agree that Grid50 (and Grid50’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Grid50. Please use caution, common sense, and practice safe buying and selling when using Grid50.

Other Resources: Grid50 is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Grid50 does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Grid50 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

6. Disputes, Arbitration, Class Waiver, Waiver of Claims and Venue

(A) JAMS: In the event a dispute arises between you and Grid50, please contact Grid50. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Wake County, North Carolina, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.

(B) Class Action and Collective Action Waiver: The parties agree to arbitrate solely on an individual basis, and this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The tribunal shall rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate.

(C) Enforcement of Arbitration Judgment: Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

(D) Jurisdiction and Venue: For all purposes of any injunctive or equitable proceeding, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Wake County, North Carolina. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

(E) Limitations Period: You and Grid50 agree that any cause of action arising out of or related to the Site, Services or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

(F) Intra-User Disputes and EU Dispute: Should you have a dispute with one or more users, or an outside party, YOU RELEASE GRID50 (AND GRID50’S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. Grid50 encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

Grid50, for the benefit of users, may try to help users resolve disputes. Grid50 does so in Grid50’s sole discretion, and Grid50 has no obligation to resolve disputes between users or between users and outside parties. To the extent that Grid50 attempts to resolve a dispute, Grid50 will do so in good faith based solely on Grid50’s policies. IN THE EVENT GRID50 INVOLVES ITSELF IN A DISPUTE BETWEEN CUSTOMERS, YOU EXPRESSLY WAIVE AND RELEASE GRID50 (AND GRID50’S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE DISPUTE.

If you do not respond to Grid50’s inquiry regarding a dispute within forty-eight (48) hours, Grid50 reserves the right to resolve the dispute at its discretion and you agree that any such resolution will be binding on you.

For disputes located in the EU, the European ADR Directive ( EU Directive 2013/11 / EU) on Alternative Dispute Resolution may be used. The Online Dispute Resolution (ODR) platform for these issues is located here. Sellers will be obliged to provide their email address in order to use the ODR platform.

(G) Feedback: GRID50 WILL NOT AMEND, ALTER OR OTHERWISE CHANGE FEEDBACK LEFT BETWEEN USERS UNLESS THE CONTENT IS FALSE, UNREASONABLY INFLAMMATORY OR OTHERWISE IN VIOLATION OF GRID50 POLICIES AS DETERMINED BY Grid50 IN ITS SOLE DISCRETION. FULLY REFUNDED ORDERS ARE NOT ELIGIBLE FOR FEEDBACK.

(H) Full Waiver: YOU EXPRESSLY WAIVE AND RELEASE GRID50 (AND GRID50’S OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE, SERVICES OR YOUR USE OF THE SAME.

7. Email, Text and Fax Communications

By using the Site and services available on the Site, you agree that you have an established business relationship (EBR) with Grid50 and hereby waive any and all claims under the Telephone Consumer Protection Act (TCPA) as they relate to email, text message or fax communications from Grid50. You hereby expressly consent to communications of any kind from Grid50 to the fullest extent permissible by law.

When you register for an account, subscribe to a newsletter, or provide us with your email address or phone number, you will receive notice of and agree to receive marketing emails and messages from us. You can unsubscribe at any time from marketing emails or messages through the opt-out link included in marketing emails or messages, or by reaching out to Grid50. Please note that some changes to your account settings may take a few days to take effect.

8. Grid50’s Intellectual Property

Grid50, and other Grid50 graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Grid50 or its affiliated companies in the U.S. and/or other countries. Grid50’s trademarks and trade dress may not be used, in any manner, without the prior express written consent of a duly authorized representative of Grid50.

9. Access and Interference

Grid50 may contain robot exclusion headers which contain internal rules for software usage. Much of the information on Grid50 is updated on a real-time basis and is proprietary or is licensed to Grid50 by Grid50’s users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access Grid50 for any purpose whatsoever, except to the extent expressly permitted by Grid50’s with prior express written permission. Additionally, you agree that you will not take any action that imposes, or may impose, in Grid50’s sole discretion, an unreasonable or disproportionately large load on Grid50’s infrastructure. You will not copy, publicly reproduce, modify, create derivative works from, publicly distribute or publicly display any user Content, including via use of plug-ins, extensions, applications or scripts that interfere with the Content, features, or functions of the Site or Services. You will not interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. And you will not bypass Grid50’s robot exclusion headers or other measures Grid50 may use to prevent or restrict access to Grid50.

10. Breach of Grid50 Terms of Use and Policies

Without limiting its legal recourse or any other remedies, Grid50 may, without notice, and without refunding any fees, delay or immediately remove Content, warn Grid50’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Site, take technical and legal steps to keep a user off the Site and refuse to provide services to a user for any reason, including, for example if any of the following apply: (a) Grid50 suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, including the Privacy Policy, the Community Rules or other policies and community guidelines incorporated herein; (b) Grid50 is unable to verify or authenticate any of your personal information or Content; (c) Grid50 believes that a user is acting inconsistently with the letter or spirit of Grid50’s rules or policies; or (d) Grid50 believes a user has engaged in improper or fraudulent activity in connection with Grid50 or the actions may cause legal liability or financial loss to Grid50’s users or to Grid50. Notwithstanding the foregoing, Grid50 retains the right to suspend or terminate a user without cause at Grid50’s sole discretion. Use of the Site is a privilege, not a right.

11. No Warranty

GRID50 IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

WE DO NOT GUARANTEE THAT: (I) THE SITE OR SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SITE OR SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SITE OR SERVICES SOLELY AT YOUR OWN RISK.

GRID50’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS PROVIDE GRID50’S SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. GRID50’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AGENTS AND SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM GRID50 SHALL CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability

IN NO EVENT SHALL GRID50, AND (AS APPLICABLE) GRID50’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, GRID50’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. GRID50’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF GRID50’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO GRID50 IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD GRID50 AND (AS APPLICABLE) GRID50’S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, THE PRIVACY POLICY, THE COMMUNITY RULES OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THE FAILURE TO APPROPRIATELY COLLECT AND REMIT TAXES ON ANY SALES.

We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

14. No Guarantee of Continuous Service

Grid50 does not guarantee continuous, uninterrupted access to the Site and no SLA representations or guarantees are included herein. Operation of the Site may be interfered with by numerous factors outside Grid50’s control.

15. Copyright Policy & Intellectual Property Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. Additional laws apply to trademark rights and other types of rights in the U.S. and worldwide. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining all necessary prior written consents of the owner(s) of such proprietary rights. If you do so repeatedly on the Site, you will be removed as a user. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website by a user in a way that constitutes copyright infringement, or you are reporting other intellectual property issues, please contact Grid50.

16. Price Tool

The Price Tool is a tool for Grid50 users that bases its information on recent transactions on the Site or relevant external market data. Grid50 does not warrant its accuracy nor guarantee that items will sell within the stated parameters.

17. Your Responsibility for Legal Compliance and Taxes

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Grid50 service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on Grid50’s net income). This includes sales taxes applicable in each state, depending on the threshold required for collection. Grid50 cannot provide tax advice. Please contact your tax professional to determine whether or not you have sales tax liability. This responsibility includes applicable customs and fees for import and export sales; Grid50 assumes no responsibility for any losses, fees, or confiscations related to importing and exporting products purchased through Grid50. If you complete 200 transactions or more and receive over $20,000 in gross income from the site, exclusive of Grid50’s fees, you will receive a Form 1099 from Grid50 and be obligated to pay income tax on your earnings. Grid50 is not responsible, in any manner, for paying taxes on your earnings or your use of the Site.

18. Proposition 65 – California

The California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Prop 65”) requires manufacturers, producers, packagers, importers, suppliers or distributors (the “Notice Parties”) of products to provide warnings to California consumers about potentially hazardous or cancer-causing materials in those products. Notice Parties are encouraged to include a warning that lists the specific chemicals in the product(s) if they are present in an amount that may be hazardous. Example warnings could read:

WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause cancer. For more information, go to www.P65Warnings.ca.gov.

WARNING: This product can expose you to chemicals, including [name of chemical], which is/are known to the State of California to cause birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.

We encourage all Grid50 users who sell to California residents to investigate the requirements and to make independent determinations about whether warnings are necessary when selling items to California residents. You can include warnings in your item descriptions on Grid50. You agree to indemnify and hold Grid50 harmless for any violations of Prop 65 or any claims arising out of your violation of Prop 65.

19. Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.

20. No Agency

You and Grid50 are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

21. Modification of Service or Terms and Policies

Grid50 reserves the right to modify or terminate the Grid50 service for any reason, without notice, at any time, to the maximum extent permitted by law. Grid50 reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently. Your continued use of the Site will act as your unqualified acceptance of any changes to the Terms and Policies, regardless of actual notice.

22. Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of North Carolina, excluding its conflicts of laws rules, and the United States of America.

23. Sanctioned Countries and Endangered Species

Grid50 does not currently support transactions to, from or involving any comprehensively sanctioned countries (the “Sanctioned Countries”). Additionally, listings with brand new items made in the Sanctioned Countries will be removed, if found. Used items that were made in the Sanctioned Countries may be allowed, provided they do not violate any other Terms of Use. Decisions will be made at the sole discretion of Grid50. Any items made from materials derived from endangered species will be removed if found on the Site.

24. Survival

All Sections which are intended by their terms to survive the expiration of this Agreement shall survive any termination or expiration of this Agreement.

25. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Grid50; Attn: Legal Department; 3434-135 Kildaire Farm Rd #830, Cary, NC 27518 (in the case of Grid50) or, in your case, to the email address you provide to Grid50 (either during the registration process or when your email address changes), by notice posted to your user dashboard or by notice posted to the Site. Notice shall be deemed given 24 hours after email is sent or notice is posted. Alternatively, Grid50 may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Grid50. In such case, notice shall be deemed given three days after the date of mailing.

26. Disclosures

The services hereunder are offered by Grid50 LLC, located at 3434-135 Kildaire Farm Rd #830, Cary, NC 27518. If you are an North Carolina resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

Effective Date: June 26, 2020