Effective Date: March 10, 2026
These Terms of Service (these “Terms”) are incorporated by express reference into the Order Form(s) (as defined below) to which these Terms are attached or referenced. These Terms, together with all Order Forms and any exhibits, schedules, or addenda thereto, constitute the entire agreement between the Parties (collectively, the “Agreement”).
This Agreement is entered into as of the Effective Date by and between Gridlight, Inc., a Delaware corporation with offices located at 6240 Locke Ave, Fort Worth, TX 76116 (“Gridlight”), and the subscriber identified on the applicable Order Form (“Subscriber”) (each a “Party,” and together the “Parties”).
If Subscriber and Gridlight have executed a separate written agreement that is signed by authorized representatives of both Parties, then such separate agreement shall supersede this Agreement only to the extent of any direct conflict or as otherwise expressly set out in such separate agreement.
WHEREAS, Gridlight offers a proprietary technology solution that enables users to run artificial intelligence (AI) models locally without internet access, along with a cloud-based management console, related services, and materials;
WHEREAS, Subscriber wishes to obtain a subscription license to use the Gridlight Solution; and
WHEREAS, Gridlight is willing to provide a subscription license to Subscriber, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined in context.
“Access Credential” means any username, password, API key, authentication token, multi-factor authentication code, or other security credential required to verify and authorize an Authorized User’s access to the Gridlight Solution or any component thereof.
“Account Data” means information related to Subscriber’s account and use of the Gridlight Solution, including: (i) contact and authentication information; (ii) billing and payment information; and (iii) Usage Data. Account Data excludes Subscriber Materials.
“Authorized User” means a designated, named end user of Subscriber whom Subscriber has provisioned with Access Credentials.
“Business Hours” means between 9:00 a.m. to 6:00 p.m. Eastern time, not including Saturday, Sunday, or public holidays.
“Documentation” means all user manuals, technical specifications, API documentation, administrator guides, training materials, and online help content that Gridlight makes available to Subscriber in connection with the Gridlight Solution, whether provided in written or electronic format, as updated from time to time. Documentation expressly excludes marketing materials, sales presentations, and third-party documentation.
“Effective Date” means the earlier of (i) the effective date set forth on the first Order Form entered into by the Parties, or (ii) the date of Subscriber’s first online subscription enrollment.
“EULA” means Gridlight’s then-current end user license agreement for the Gridlight Agent.
“Gateway” means the software interface that provisions, allocates, and regulates computing capacity to Authorized Users across Subscriber’s Registered Devices and collects Usage Data for transmission to the Management Console.
“Grid Instances” means the computing capacity that Subscriber has purchased and is licensed to use as set forth on the Order Form, measured in Teraflops, which may be used with one (1) or more Registered Device(s).
“Gridlight Agent” means the locally installed software component that enables Subscriber to run AI models on Subscriber’s Registered Devices without internet access.
“Gridlight Solution” means Gridlight’s proprietary platform consisting of: (i) the Gridlight Agent; (ii) the Management Console; (iii) the Gateway(s); and (iv) any associated software, services, APIs, and infrastructure, together with all Gridlight-provided modifications, enhancements, updates, and Documentation related thereto. Gridlight Solution expressly excludes Third-Party Materials and Subscriber Materials.
“Instances” means, collectively (i) Grid Instances, and (ii) Standalone Instances.
“IP Rights” means any intellectual property or other intangible rights existing now or in the future under patent law, copyright law, trademark law, data and database protection law, trade secret law, and similar proprietary rights.
“Management Console” means the cloud-based SaaS platform through which Subscriber may: (i) manage and allocate Grid Instances across Registered Devices; (ii) monitor license and capacity utilization; (iii) configure Authorized Users and Access Credentials; (iv) access the Marketplace; and (v) view certain reports and analytics related to Subscriber’s use of the Gridlight Solution.
“Marketplace” means the marketplace platform made available by Gridlight where Subscriber and its Authorized Users may access, upload, share, discover, and download implementation examples, configurations, applications, and other resources related to the Gridlight Solution.
“Marketplace Terms” means Gridlight’s terms of service governing access and use of the Marketplace, as may be updated from time to time.
“Order Form” means the ordering document, online subscription enrollment document, statement of work, or other ordering mechanism that references these Terms and sets forth the applicable details, such as the Services, the applicable Fees, and/or the Instances purchased by Subscriber.
“Order Form Effective Date” means the effective date set forth on the Order Form at issue, which may be the date of online subscription enrollment or the date of the last signature on the Order Form.
“Order Form Term” means the period commencing on the Order Form Effective Date and continuing until the expiration of all Subscription Term(s) provided under such Order Form.
“Other Agreements” means any acceptable use policy, terms of conduct, EULA, privacy policy (available at: https://gridlight.ai/privacy/), Marketplace Terms, or other agreements that the Parties may enter into from time to time or that Gridlight may make available to Subscriber and/or Authorized Users from time to time.
“Registered Devices” means any devices owned or controlled by Subscriber that have been registered through the Management Console and are running an active instance of the Gridlight Agent.
“Service Level Agreement” or “SLA” means the service level agreement attached to this Agreement as Schedule 1.22 (Service Level Agreement).
“Services” means those services that Gridlight provides to Subscriber pursuant to this Agreement, including Support Services and any Additional Services.
“Standalone Instances” means the computing capacity that Subscriber has purchased and is licensed to use as set forth on the Order Form, measured in Teraflops, which may only be used with one (1) Registered Device.
“Subscriber Materials” means all data, information, files, videos, images, and other materials that Subscriber submits to the Management Console or otherwise provides to Gridlight in connection with the Gridlight Solution. Subscriber Materials expressly exclude Account Data.
“Subscription Term” means the period of time set out in an Order Form that Subscriber has subscribed to access and use the Gridlight Solution.
“Teraflop” or “TFLOP” means a unit of computing speed (specifically GPUs or CPUs) equal to one trillion floating-point operations per second, which serves as the basis for measuring and licensing computing capacity under this Agreement.
“Usage Data” means system logs, license usage data, capacity utilization metrics, statistics data, and other performance or usage related data collected by Gridlight in providing the Gridlight Solution.
By executing an Order Form that references these Terms, clicking a box indicating acceptance of an Order Form or these Terms, completing an online subscription process, or using the Gridlight Solution, Subscriber agrees to be bound by these Terms. Each Party (i) agrees that it will be bound by its electronic acceptance, (ii) accepts the electronic acceptance of the other Party, and (iii) agrees that such electronic acceptance shall be the legal equivalent of manual signatures. If the individual accepting these Terms is acting on behalf of a company or other legal entity, such individual represents and warrants that they have the authority to bind such entity and its affiliates to these Terms, in which case the term “Subscriber” shall refer to such entity and its affiliates. If the individual does not have such authority, or does not agree with these Terms, such individual must not accept these Terms and may not use the Gridlight Solution.
Subject to Subscriber’s compliance with the terms and conditions in this Agreement, Gridlight, under its IP Rights, hereby grants to Subscriber during the applicable Subscription Term, a limited, non-exclusive, non-sublicensable, and non-transferable subscription license to: (i) install and use the Gridlight Agent on Subscriber’s Registered Devices; (ii) access and use the Management Console; and (iii) permit Authorized Users to access and use the Gridlight Solution for Subscriber’s internal business purposes; provided that such access and use shall be limited to the Instances purchased by Subscriber and any other allocations, restrictions, or other parameters as set forth on the applicable Order Form.
The Order Form sets forth the Instances, as measured in Teraflops, purchased by Subscriber. If Subscriber purchased Standalone Instances, then the capacity (measured in Teraflops) purchased as such Standalone Instances may only be allocated to one (1) Registered Device. If Subscriber purchased Grid Instances, then the capacity (measured in Teraflops) purchased as such Grid Instances may be allocated across one (1) or more Registered Device(s) through the Management Console. If Subscriber wishes to increase its Instances, then Subscriber may do so through the Management Console or by contacting Gridlight, and the Fees for such additional capacity will be charged in accordance with Gridlight’s then-current pricing. Added Instances will be prorated to the then-current Subscription Term and renew coterminously unless otherwise agreed on an Order Form.
To use the Gridlight Agent, Subscriber must register and designate Registered Devices through the Management Console. For Registered Devices with internet connectivity, registration occurs directly through the Management Console. For offline Registered Devices, Subscriber may use an offline activation process (as further described in the Documentation) in which the offline Gridlight Agent generates an exported seed that Subscriber imports into the Management Console, then the Management Console allocates the applicable capacity and associates it with the device’s universally unique identifier, enabling Subscriber to download the generated license file and place it in the appropriate directory on the Registered Device. Once registered (whether online or offline), Subscriber may orchestrate capacity allocation to such Registered Devices using the Management Console (as further described in Section 3.1.2 (Capacity Allocation) and the Documentation). Subscriber acknowledges that the Gridlight Agent requires a valid license to load AI models into the engine, and the service cannot be started if the license is no longer valid.
If Subscriber is an enterprise user, then the Management Console may also provide Subscriber with the ability for its Authorized Users to share (among Subscriber’s Authorized Users) implementation examples, configurations, and applications. Subscriber’s and its Authorized Users’ access and use of such implementation examples, configurations, and applications are provided “as-is”, “where-is”, and “with all faults.” Gridlight disclaims all warranties and responsibilities, and shall have no liability to Subscriber or any third party for such implementation examples, configurations, and applications.
Gridlight may make the Marketplace available to Subscriber and its Authorized Users. The Marketplace enables Subscriber and its Authorized Users to access, upload, share, discover, and download implementation examples, configurations, applications, and other resources related to the Gridlight Solution. The Marketplace Terms, and not this Agreement, govern access and use of the Marketplace, including any examples, configurations, applications, and other resources made available on the Marketplace.
Subscriber shall ensure that, prior to installing the Gridlight Agent, each Authorized User accepts the EULA and any other terms and conditions associated with the Gridlight Agent.
Gridlight relies on Access Credentials to verify Authorized Users in order to provide them with access to the Gridlight Solution. Accordingly, Subscriber agrees, and shall cause each Authorized User to agree, that: (i) Access Credentials must not be shared with or used by any other individual; and (ii) Gridlight will be notified immediately if the security, confidentiality, or integrity of any Access Credentials have been (or are suspected of being) compromised. Subscriber and each Authorized User are solely responsible for maintaining the confidentiality of the Access Credentials. Subscriber is solely liable for any use of the Gridlight Solution that occurs as a result of access to it via the Access Credentials by Authorized Users.
Subscriber and each Authorized User shall not, in any respect:
The Gridlight Solution may incorporate, embed, or be bundled with software, data, databases, services, or components owned by third-parties, which are subject to terms and conditions of third-party licenses, including certain open-source software (collectively, the “Third-Party Materials”). Use of Third-Party Materials, if any, is governed by the terms and conditions contained in the applicable third-party’s license agreement or other applicable agreement. Gridlight disclaims all warranties and responsibilities for Third-Party Materials, including but not limited to any interruptions, errors, or defects; provided, however, in the event of any failure or defect in Third-Party Materials, Gridlight shall use commercially reasonable efforts to work with the third-party provider to resolve such issues in a timely manner. Gridlight will make available a current list of Third-Party Materials and applicable licenses upon request.
Subscriber shall comply with Gridlight-provided system requirements to access and use the Gridlight Solution (or if no Gridlight system requirements are provided, then with system requirements that a person with reasonable skill would infer from the Gridlight Solution architecture), and, unless otherwise set out in an Order Form, Subscriber is responsible for obtaining the IT infrastructure and resources needed to access and use the Gridlight Solution in accordance with such requirements (the “Subscriber System”). The Gridlight Solution is designed to be used with certain AI solutions (such AI solutions are a component of the definition of Subscriber System). Subscriber shall be solely responsible for its use of the Subscriber System (and any of its components) and Gridlight disclaims all warranties, liabilities, and responsibilities for the Subscriber System (and any of its components), including but not limited to any interruptions, errors, or defects.
Notwithstanding anything to the contrary in this Agreement, neither Party will be precluded from using its Residuals. The term “Residuals” means a Party’s general knowledge, skills, experience, ideas, concepts, know-how, and techniques, whether developed by it before or during the Term or otherwise obtained by it in connection with this Agreement, that are related to that Party’s business and are retained in the unaided memories of such Party’s personnel in connection with activities pursuant to this Agreement, except that Residuals will in no event include any: (i) information intentionally memorized for the purpose of permitting its subsequent use or disclosure; (ii) the other Party’s IP Rights; or (iii) the other Party’s Confidential Information.
All licenses and rights of use granted under this Agreement for the benefit of a Party or other party, where applicable, are deemed to be, for the purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses to rights in “intellectual property” as defined under the Bankruptcy Code. Accordingly, any such Party or other party will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Upon the commencement of bankruptcy proceedings by or against a Party under the Bankruptcy Code, the other Party or other party, where applicable, may retain all of their license rights and use rights granted under this Agreement.
Subscriber hereby grants to Gridlight, during the Term, a non-exclusive, sublicensable, license to copy, modify, distribute, publish, and otherwise use the Subscriber Materials solely for purposes of performing its obligations under this Agreement.
Subscriber hereby grants to Gridlight a non-exclusive, sublicensable license to use Subscriber’s logos and trademarks (collectively, the “Subscriber Marks”) solely to private-label the Gridlight Solution and to otherwise perform Gridlight’s obligations under this Agreement, all to the extent set out in an Order Form. Additionally, Gridlight may use Subscriber’s name and logo for marketing purposes and on its website unless Subscriber opts out of this permission by providing written notice of same to Gridlight.
Subscriber hereby irrevocably transfers and assigns to Gridlight all right, title, and interest in any suggestions, ideas, or recommendations provided regarding the Gridlight Solution or other elements of Gridlight’s business (“Feedback”), which Gridlight may use without compensation or other obligation to Subscriber.
Gridlight, its subcontractors, service providers, and licensors, is the sole and exclusive owner of all right, title, and interest in and to: (i) the Gridlight Solution and its components; (ii) Gridlight Confidential Information, Feedback, and Account Data; (iii) all IP Rights related to the foregoing; and (iv) any improvements, enhancements, updates, and other modifications thereto. For the avoidance of doubt, the Gridlight Solution is made available under a subscription license, and not sold, to Subscriber.
Other than those rights expressly granted to Gridlight under this Agreement, as between the Parties, Subscriber is the sole and exclusive owner of all right, title, and interest in and to: (i) Subscriber Materials and Subscriber Marks; (ii) Subscriber Confidential Information; (iii) all IP Rights embodied in the foregoing; and (iv) any improvements, enhancements, updates, and other modifications thereto.
Subscriber acknowledges that Gridlight does not store Subscriber Materials, as all data processed through the Gridlight Agent is stored locally on Subscriber’s Registered Devices. Gridlight retains only Usage Data and Account Data and processes such Usage Data and Account Data as set out in this Agreement and the Other Agreements (including Gridlight’s privacy policy). Gridlight may retain Account Data for legitimate business purposes, as required by law, or to resolve disputes.
Nothing in this Agreement shall be construed as granting any rights other than those expressly provided in this Agreement. Any rights granted under this Agreement must be expressly provided in this Agreement and there shall be no implied rights pursuant to this Agreement based on any course of conduct or other construction or interpretation thereof. All rights not expressly granted are expressly reserved.
Subscriber shall pay Gridlight the fees as set forth on the Order Form, and any other fees payable under this Agreement (collectively, the “Fees”). Fees may consist of: (i) a Management Console carrying fee (applicable to enterprise subscriptions) and (ii) capacity-based pricing, each as specified in the Order Form. All Fees are stated and payable in U.S. Dollars. Except as expressly otherwise provided in this Agreement, all Fees are nonrefundable and shall be paid in full without right of setoff. Unless otherwise set out in the applicable Order Form, Gridlight shall be entitled to increase the Fees by providing Subscriber with at least ninety (90) days written notice prior to the commencement of such increased fees.
Payment processing is provided by a third party provider, such as Stripe, and is subject to the separate agreement between Subscriber and such third party. Subscriber shall provide valid payment information and maintain such information in good standing throughout the Term. Subscriber authorizes Gridlight to charge Subscriber’s designated payment method for all Fees due under this Agreement. Gridlight is not responsible for any third party payment processor’s acts or omissions.
Unless otherwise set forth on the Order Form, Gridlight will invoice Subscriber for any Fees payable by Subscriber under this Agreement. Subscriber shall pay, within thirty (30) days of the date of the invoice, all amounts specified on such invoice. If Subscriber, in good faith, disputes any invoiced amounts, then Subscriber shall immediately notify Gridlight in writing of the basis for the dispute; provided, however, Subscriber shall pay the undisputed amounts as required in this Agreement. Any undisputed invoiced amounts not paid by the applicable due date shall thereafter accrue interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; and (ii) the highest rate allowed by law. If any undisputed Fees are more than ten (10) days past due, Gridlight may suspend Subscriber’s access to and use of the Gridlight Solution upon notice and without any liability until amounts are paid.
All Fees payable under this Agreement are exclusive of any applicable taxes. As between the Parties, Gridlight shall collect and remit sales tax on Fees for the Gridlight Solution in accordance with applicable sales tax laws. Subscriber is responsible for paying such taxes and any taxes assessed or imposed in connection with this Agreement (excluding taxes on Gridlight’s net income). Sales tax will be charged and reported in accordance with applicable sales tax laws. Subscriber shall indemnify and hold Gridlight harmless from and against all claims and liabilities arising in connection with Subscriber’s failure to report or pay any such taxes. If Subscriber is exempt from any taxes, Subscriber shall provide Gridlight with appropriate exemption documentation to evidence same.
During the applicable Subscription Term, Gridlight shall use commercially reasonable efforts to: (i) make informational documentation available to Subscriber to assist in Subscriber’s initial onboarding (the “Initial Onboarding”), and (ii) make the material features of the Gridlight Solution available to Subscriber during Gridlight’s Business Hours without significant interruption or deviations from the applicable Documentation (each, an “Error”), excluding scheduled maintenance, emergency maintenance, and any downtime caused by factors beyond Gridlight’s reasonable control, such as Force Majeure events or third-party failures ((i) and (ii), collectively, the “Support Services”). If the Gridlight Solution experiences material Errors, which are not attributable to scheduled or intended downtime or as a result of events beyond Gridlight’s control, then Gridlight shall use commercially reasonable efforts to restore the intended functionality in accordance with the SLA.
If Subscriber desires any consulting or technical services other than the Support Services including, for example, custom development or implementation (the “Additional Services”), then Subscriber shall present a written request to Gridlight outlining the requested Additional Services. If Gridlight determines such work is feasible, then the Parties shall negotiate in good faith a written description of the work (each, a “Statement of Work”), which shall include detailed information regarding the scope of the Additional Services to be provided, an estimated delivery schedule, fees associated with the Additional Services (which shall be based on Gridlight’s then-current rate schedule), ownership of IP Rights, and any other terms and conditions applicable to the Additional Services. Any Statement of Work, if executed by both Parties, shall be deemed incorporated into and made a part of this Agreement for all purposes. A Statement of Work may not supersede the terms of this Agreement in any respect except where it expressly states how it is superseding this Agreement with specific reference to each section of this Agreement being superseded.
Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing, and is qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out its obligations under this Agreement; (ii) its execution, delivery, and performance of this Agreement will not violate or constitute a default under any agreement by which such Party is bound, or under such Party’s organizational documents; (iii) it has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement; and (iv) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement, enforceable in accordance with its terms and conditions.
Gridlight represents and warrants that: (i) the Gridlight Solution shall be, to its knowledge, free of viruses, worms, Trojan horses, or other similar malicious code; and (ii) the Services shall be provided in a workmanlike and professional manner.
Subscriber represents and warrants to Gridlight that: (i) Subscriber Materials, Subscriber System, and Subscriber Marks do not and shall not infringe the IP Rights or other rights of a third party (including rights under privacy laws); (ii) Subscriber and its Authorized Users shall comply with all applicable federal, state, and local statutes, laws, ordinances, rules and regulations, and the terms of the Other Agreements; and (iii) Subscriber has obtained all necessary consents and permissions to provide the Subscriber Materials and Account Data to Gridlight for Gridlight’s use in accordance with this Agreement.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 (REPRESENTATIONS AND WARRANTIES), TO THE FULLEST EXTENT PERMITTED BY LAW, GRIDLIGHT HEREBY DISCLAIMS (FOR ITSELF, ITS SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS) ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE GRIDLIGHT SOLUTION, SERVICES, AND OTHER GRIDLIGHT OBLIGATIONS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. GRIDLIGHT DOES NOT REPRESENT OR WARRANT THAT: (I) THE GRIDLIGHT SOLUTION WILL MEET SUBSCRIBER’S REQUIREMENTS OR RESULT IN ANY DESIRED OUTCOME, OR (II) THE GRIDLIGHT SOLUTION OPERATION OR DELIVERY WILL BE UNINTERRUPTED OR ERROR-FREE.
EXCEPT FOR (i) SUBSCRIBER’S PAYMENT OBLIGATIONS; (ii) EITHER PARTY’S BREACH OF SECTION 3.2 (RESTRICTIONS), SECTION 6 (FEES AND PAYMENT), OR SECTION 11 (CONFIDENTIALITY); OR (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR (i) SUBSCRIBER’S PAYMENT OBLIGATIONS; (ii) EITHER PARTY’S BREACH OF SECTION 3.2 (RESTRICTIONS), SECTION 6 (FEES AND PAYMENT), OR SECTION 11 (CONFIDENTIALITY); OR (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIMS OR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY OR DUE TO GRIDLIGHT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM (OR IF LESS THAN TWELVE (12) MONTHS HAVE ACCRUED, THE ANNUALIZED VALUE OF SUCH FEES RECEIVED BY OR DUE TO GRIDLIGHT DURING THE PERIOD PRECEDING THE CLAIM).
Gridlight shall defend, indemnify, and hold Subscriber and its affiliates and their respective officers, directors, employees, and agents (each, a “Subscriber Indemnitee”) harmless from and against any third-party claim, action, suit, or proceeding resulting from assertions that the Gridlight Solution misappropriates or infringes the IP Rights of a third party. Gridlight shall indemnify Subscriber for losses, damages, liabilities, and reasonable expenses and costs incurred by Subscriber in such claim, action, suit, or proceeding. Gridlight shall be entitled, at its option, to modify the Gridlight Solution or obtain licenses necessary to resolve such third-party infringement claims, provided that such modifications do not materially degrade the performance of the Gridlight Solution. If Gridlight determines that the foregoing is not commercially reasonable, then Gridlight shall be entitled to terminate this Agreement by providing a prorated refund of any pre-paid but unused Fees without further liability to Subscriber, any Subscriber Indemnitee, or any other third party. The foregoing states the entire liability of Gridlight, and Subscriber’s exclusive remedy, with respect to actual or alleged misappropriation or infringement of third-party IP Rights by the Gridlight Solution.
Gridlight’s indemnification obligation set out in this Section does not apply to the extent that the alleged infringement arises from:
Subscriber shall defend, indemnify, and hold Gridlight and its affiliates and its and their respective officers, directors, employees, and agents (each, a “Gridlight Indemnitee”) harmless from and against any third-party claim, action, suit, or proceeding resulting from:
Subscriber shall indemnify Gridlight for losses, damages, liabilities, and reasonable expenses and costs incurred by Gridlight and any Gridlight Indemnitee in such claim, action, suit, or proceeding.
The Party seeking indemnification shall give the indemnifying Party reasonable written notice of any claim, action, suit, or proceeding for which the indemnified Party is seeking indemnification; provided, however, that any failure to provide such notice shall not relieve the indemnifying Party of its obligations under this Section 10 (Indemnification) except to the extent that the indemnifying Party is materially prejudiced by such failure. In the event of a claim under this Section, the indemnified Party shall: (i) grant control of the defense and settlement to the indemnifying Party, provided, however, that the indemnifying Party shall not enter into any settlement that admits fault or liability of the indemnified Party without the indemnified Party’s prior written consent; and (ii) reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense. The indemnified Party is entitled to participate in the defense at its own expense with counsel of its choosing.
Confidential Information under this Agreement shall consist of all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether oral or in writing (including electronic transmission): (i) that is designated as “Confidential” or “Proprietary” or similar marking by the Disclosing Party at the time of disclosure or within a reasonable period thereafter; (ii) that concerns the customers, finances, technology, proprietary software, methods, research, processes, or procedures of the Disclosing Party or the Disclosing Party’s customers, including governmental agencies; or (iii) that by the nature of the circumstances surrounding disclosure, or the information itself, should in good faith, or by law or regulation, be treated as confidential (collectively, the “Confidential Information”). Except where an exception applies under Section 11.3 (Exceptions), Subscriber Materials shall be deemed Subscriber’s Confidential Information and the Gridlight Solution shall be deemed Gridlight’s Confidential Information.
The Receiving Party shall retain the Disclosing Party’s Confidential Information in strict confidence and shall not use such Confidential Information except for purposes permitted under this Agreement. The Receiving Party shall be entitled to disclose Confidential Information on a need-to-know basis to its employees, agents, and contractors, who are authorized to access such information, provided that the same are bound by non-disclosure and confidentiality obligations no less protective than those set out in this Agreement. The Receiving Party shall use at least the same degree of care in safeguarding the Disclosing Party’s Confidential Information as it uses in safeguarding its own confidential information, but shall not use less than reasonable care and diligence. The Receiving Party will be responsible for any breach of these obligations by its employees, agents, and contractors and any other downstream recipient of Confidential Information provided under this Agreement.
The Receiving Party’s obligations with respect to the Disclosing Party’s Confidential Information shall not apply to Confidential Information that the Receiving Party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information; or (iii) was independently developed by the Receiving Party without reference to, or the use of, Confidential Information. If a Receiving Party is legally required to disclose the Disclosing Party’s Confidential Information in a legal or regulatory proceeding, it will notify the Disclosing Party immediately, and if the Disclosing Party does not seek or obtain appropriate remedies prior to disclosure, the Receiving Party may disclose only the portion of that Confidential Information it is legally required to disclose after exercising reasonable efforts to obtain confidential treatment of that information.
Upon expiration or earlier termination of this Agreement, or at the written request of the Disclosing Party, the Receiving Party shall promptly return or permanently destroy the Disclosing Party’s Confidential Information (including all other information, records, and materials to the extent developed from the other Party’s Confidential Information) consistent with then-current industry standards, with written certification of destruction provided upon request of the Disclosing Party. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent (i) it retains ongoing rights, (ii) it is required to comply with applicable laws or legal retention obligations, or (iii) such information is kept or maintained for an established duration as backup data strictly for disaster recovery purposes or in a Party’s general working papers in the ordinary course of business. Such Confidential Information will remain subject to the terms and conditions in this Agreement, which shall survive termination of this Agreement.
The Agreement shall commence as of the Effective Date and, unless earlier terminated in accordance with Section 12.2 (Termination), shall continue until six (6) months after the termination or expiration of the last Order Form Term (the “Term”).
Either Party shall be entitled to terminate this Agreement or the applicable Order Form for material breach by the other upon providing written notice to the other Party reasonably identifying the material breach and providing a thirty (30) day period to cure, commencing on such Party’s receipt of this notice (the “Cure Period”). In the event the Party in breach does not cure the breach within the Cure Period to the reasonable satisfaction of the non-breaching Party, this Agreement or the applicable Order Form shall automatically terminate as of the last date of the Cure Period. For the avoidance of doubt, the termination of these Terms shall terminate all Order Form(s) in effect and the termination of an Order Form will not terminate any other Order Form(s) in effect or these Terms. In addition to Gridlight’s other rights under this Agreement, Gridlight may, in its reasonable discretion, suspend or disable Subscriber’s right and ability to access and use the Gridlight Solution, without notice and without liability, if Gridlight reasonably believes that Subscriber has breached or failed to comply with any of the terms of this Agreement or for any other reason that Gridlight reasonably believes is causing risk, liability, loss, or damage to Gridlight, the Gridlight Solution, any other users of the Gridlight Solution, or any other third parties. In the event of a suspension, Subscriber shall promptly cooperate with Gridlight in attempting to resolve the applicable issue.
Either Party shall be entitled to terminate this Agreement immediately upon written notice, if the other Party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other Party’s property, or the other Party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other Party and is not dismissed within ninety (90) days, or the other Party becomes insolvent or, without a successor, dissolves, liquidates, or otherwise fails to operate in the ordinary course.
Upon termination or expiration of this Agreement, Subscriber’s (including its Authorized Users’) rights to access and use the Gridlight Solution shall immediately end and Gridlight shall have no further obligation to provide the Gridlight Solution. Subscriber acknowledges that once the license is no longer valid, Subscriber can no longer start the Gridlight Agent service or load AI models into the engine.
Subscriber acknowledges that Gridlight does not store Subscriber’s data that is processed through the Gridlight Agent, as all such data is stored locally on Subscriber’s machines. Accordingly, Subscriber is solely responsible for (i) maintaining any data stored on its systems, and (ii) all information security controls related to such data.
Any termination or expiration of this Agreement shall not affect any obligation which accrued prior to such termination or expiration, and Subscriber shall remit to Gridlight all amounts due and payable (including, all Fees and if terminated for Subscriber’s breach, then any court costs, attorneys’ fees, and out-of-pocket expenses incurred by Gridlight in connection with Subscriber’s breach) within thirty (30) days after the effective date of termination or expiration.
This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Texas without regard to any conflict of laws principles. The exclusive venue and jurisdiction for any action or proceeding arising out of this Agreement shall be the courts located in the judicial district that includes Dallas, Texas. The Parties accept the personal jurisdiction of such courts.
This Agreement is not assignable by either Party without the other Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, no consent is required for either Party to assign this Agreement to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of assets or equity, merger, consolidation, or otherwise); provided, however, that the assignment is not to a direct competitor of the non-assigning Party. Any purported assignment, delegation, or transfer in violation of this Section is void.
Account Data containing personal information shall be subject to Gridlight’s privacy policy, which is publicly posted on the Gridlight website, as may be updated from time to time. Subscriber agrees that Gridlight may monitor and audit Subscriber’s use of the Gridlight Solution to confirm Subscriber’s compliance with this Agreement and for Gridlight’s other internal business purposes, including analyzing and improving the Gridlight Solution and other Gridlight products and offerings. Gridlight shall be entitled to collect Usage Data from the Gridlight Agent, as well as to collect, generate from any dataset or source, compile, analyze, and otherwise use Account Data as permitted by applicable law, including to improve Gridlight’s products and services. By way of clarification, and not limitation, Subscriber agrees that: (a) Subscriber has no expectation of review, compensation, or other consideration for such activities, and (b) Gridlight is free to engage in such activities in its sole discretion and without compensation or other obligation to Subscriber.
Except for Subscriber’s payment obligations, neither Party shall be liable under this Agreement by reason of any failure or delay in the performance of its obligations due to any other cause that is beyond its reasonable control, including, by way of example, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terrorism, war, governmental action, earthquakes, pandemics, epidemics, and other public health emergencies.
The Parties are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by this Agreement. Neither Party shall have the power to bind the other Party.
Any provision of this Agreement determined to be unenforceable or invalid by applicable law or court decision shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or court decision. A Party’s failure to require the other Party’s performance of any obligation in this Agreement shall not affect the full right to require such performance at any time thereafter. A Party’s waiver of the other Party’s breach of any obligation under this Agreement shall not be taken or held to be a waiver of the obligation itself or of any past or subsequent breaches of the same obligation. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.
This Agreement, together with the Other Agreements, constitute the entire agreement. In the event of conflict the following order of precedence shall apply: the Order Form controls with respect to commercial terms for the Gridlight Solution; then these Terms; then the SLA; then Other Agreements; then any Statement of Work; provided, in the event of a conflict between the EULA and this Agreement, the EULA controls Authorized User use of the Gridlight Agent and this Agreement governs all other aspects of the Gridlight Solution. Neither Party is relying on any warranties, representations, assurances, or inducements not expressly set forth in this Agreement. This Agreement may be changed only by a writing signed by both Parties.
As defined in FAR section 2.101, Defense FAR Supplement (DFARS) section 252.227-7014(a)(1) and DFARS section 252.227-7014(a)(5) or otherwise, the Gridlight Solution (including its components) shall be classified as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Under such classification, it is intended that, consistent with DFARS and FAR, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, disclose, and/or distribute the Gridlight Solution shall be as provided in this Agreement and the Other Agreements.
In addition to any other right or obligation that by its nature is intended to survive, the following Sections shall survive any termination or expiration of this Agreement: Section 4.2 (License to Subscriber Marks); Section 4.3 (Feedback); Section 5 (Ownership); Section 6 (Fees and Payment); Section 8.3 (Subscriber’s Representations and Warranties); Section 8.4 (Warranty Disclaimer); Section 9 (Limitations on Remedies); Section 10.2 (Subscriber Indemnification); Section 11 (Confidentiality); Section 12.3 (Effect of Termination or Expiration); and Section 13 (General).
Any notices required or permitted in this Agreement shall be given to the appropriate Party at the address specified on the Order Form(s) or at such other address as the Party specifies in writing. Such notice shall be deemed given: (i) if delivered personally or by overnight courier, upon receipt; (ii) if sent by electronic mail, upon confirmation of receipt (with receipt confirmed upon request); or (iii) if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.
Except as expressly stated in this Agreement, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each remedy is cumulative and in addition to every other remedy available to a Party under this Agreement or otherwise existing at law, in equity, by statute, or otherwise. The election of any one or more remedies by either Party shall not constitute a waiver of the right to pursue any other remedies.
The Gridlight Solution is offered for use in the United States only. Each Party will comply with U.S. export control and sanctions laws. Subscriber represents it is not a restricted party and will not export or permit access to the Gridlight Solution contrary to such laws.
During the applicable Subscription Term, Gridlight will use commercially reasonable efforts to provide the following levels of support to Subscriber.
Gridlight’s responsibilities under this SLA are to use commercially reasonable efforts to provide the following:
Subscriber’s responsibilities under this SLA are as follows:
Subscriber is responsible for all hardware, operating systems, network setup, network maintenance and setup and use of any access control systems required in the support of the Gridlight Solution.
In some cases, Subscriber may be required to provide Gridlight with reproducible test case(s). In other cases, Subscriber may be required to grant Gridlight limited access rights to Subscriber’s proprietary computer systems in order for Gridlight to provide Support Services.
The Subscriber will report Errors to Gridlight via email (support@gridlight.ai). The following information will be provided:
Based on Gridlight’s determination of the severity of an Error, Gridlight will use commercially reasonable efforts to provide the following response and resolution times.
Gridlight will use commercially reasonable efforts to resolve each Error within the time frame listed in the “Target Resolution Time” column. If the Error is not resolved within this time period, then the problem will be escalated. Upon each escalation, Gridlight will promptly notify Subscriber of the escalation and course of action taken to resolve the problem.
Subject to Section 6 (Upgrades) and Section 7 (Limitations) below, if Gridlight fails to resolve a Priority 1 or 2 Error within the time frame listed in the “Target Resolution Time” column in two (2) consecutive months (or three (3) out of six (6) consecutive months), then, as its sole remedy and exclusive remedy and as Gridlight’s sole liability, Subscriber may terminate this Agreement after Subscriber has provided written notice expressly describing Gridlight’s failure to resolve such Priority 1 or 2 Errors.
Subscriber is primarily responsible for the installation and deployment of updates and upgrades to the Gridlight Solution. Gridlight shall have no liability to Subscriber under this Agreement (for Errors, to provide Support Services, or otherwise) if Subscriber fails or declines to install any update, upgrade, or fix made available by or on behalf of Gridlight. Support Services are provided for the latest version of the Gridlight Solution and one (1) prior major functional release of the Gridlight Solution.
Gridlight shall not be responsible for providing Support Services to the extent that the issue is caused by:
