Effective Date: August 1, 2025
THESE TERMS CONTAIN AN ARBITRATION CLAUSE THAT AFFECTS YOUR LEGAL RIGHTS. BY USING THIS PLATFORM, YOU AGREE TO RESOLVE DISPUTES WITH GRIDSITE INC. THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS IN COLLIN COUNTY, TEXAS. YOU WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS. PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE USING THE PLATFORM.
These Affiliated Entities Terms of Service ("General Terms," "Terms") are entered into by and between (i) the individual accepting these Terms or the entity on whose behalf such individual accepts these Terms ("Customer," "you," or "your"), and (ii) the Affiliated Company Entities identified below. By accessing or using any Services (defined below), you agree to be bound by these General Terms and all Service-Specific Terms that apply to the Services you use.
0.1 Affiliated Company Entities. "Affiliated Company Entities" means (a) GridSite Technology Inc., a Delaware corporation ("GridSite"), and (b) ComputeComplete Inc., a Delaware corporation ("ComputeComplete"), together with any additional added in the future.
0.2 Services; Counterparty. "Services" means any websites, platforms, software (including APIs, SDKs, and mobile apps), products, data, content, or professional services provided by an Affiliated Company Entity. For each Service you use, your counterparty is the Affiliated Company Entity that provides that Service (the "Providing Entity").
0.3 Hub-and-Spoke Model. These General Terms apply to all Services. In addition, each Providing Entity publishes Service-Specific Terms (also called a Schedule, Supplement, SLA, DPA, Order Form, or SOW) that govern that entity's Services.
0.4 Order of Precedence. If there is a conflict among documents, the following applies (highest to lowest): (1) a mutually executed Order Form or SOW for the relevant Service, (2) the Service-Specific Terms for that Service (including any SLA or DPA referenced therein), (3) these General Terms, and (4) any online policies referenced for convenience (e.g., acceptable use guidelines).
0.5 Acceptance on Behalf of Entity. If you are accepting these Terms on behalf of an entity, you represent that you have legal authority to bind that entity.
1.1 Minimum Age & Capacity. You must be at least the age of majority in your jurisdiction (and at least 18) to use business-facing Services. No Services are directed to children under 13, and we do not knowingly permit such use.
1.2 Accounts & Credentials. You are responsible for maintaining the confidentiality of account credentials and for all activities under your account(s). You will promptly notify the Providing Entity of any unauthorized access or security incident.
1.3 Affiliates & Personnel. You may permit your Affiliates, employees, and permitted contractors to use the Services on your behalf ("Authorized Users"). You remain responsible for their compliance with these Terms.
2.1 License to Use. Subject to these Terms, the Providing Entity grants you a limited, non-exclusive, non-transferable, revocable right to access and use the applicable Services for your internal business purposes during the Subscription Term (defined in the Service-Specific Terms or your Order Form).
2.2 Acceptable Use. You will not (and will not permit others to): (a) resell, rent, or lease the Services; (b) reverse engineer or attempt to extract source code except to the extent permitted by law; (c) access the Services to build a competing product; (d) circumvent technical controls (rate limits, security controls, usage caps); (e) probe, scan, or test vulnerabilities; (f) use any scraper, spider, robot, or automated means to access the Services except as expressly allowed by an API license; (g) submit malicious code; (h) infringe or misappropriate any IP or privacy rights; or (i) violate any applicable law or regulation (including export, sanctions, anti-bribery, fair competition, real-estate, and consumer protection laws).
2.3 High-Risk Use. The Services are not designed for High-Risk Activities where failure could lead to death, personal injury, or catastrophic damage (e.g., life support, air traffic control, nuclear facilities). You must not use the Services for High-Risk Activities without a separate signed agreement expressly permitting that use.
3.1 Customer Content. "Customer Content" means data, text, images, files, models, code, configurations, and other materials that you (or your Authorized Users) submit to or process via the Services. You retain ownership of your Customer Content.
3.2 License to Host & Process. You grant the Providing Entity and its subprocessors a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and process Customer Content solely as necessary to provide, maintain, secure, and support the Services and to perform obligations under these Terms.
3.3 Service Data. "Service Data" means telemetry, logs, diagnostics, usage metrics, and de-identified/aggregated data arising from your use of the Services. The Providing Entity may use Service Data to operate, maintain, improve, and secure the Services; to develop new features; and for analytics and capacity planning. Service Data will not include Customer Content in identifiable form.
3.4 Feedback. If you provide ideas, suggestions, or improvements ("Feedback"), you grant the Affiliated Company Entities a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback without restriction or attribution.
4.1 Third-Party Services. If you enable or use third-party services with a Service (e.g., MLS feeds, data sources, payment processors, cloud integrations), your use of those services is subject to the third party's terms and privacy policy. The Affiliated Company Entities are not responsible for third-party services.
4.2 Open Source. Some components may be provided under open-source licenses. To the extent of any conflict between these Terms and an applicable open-source license, the open-source license controls for that component.
4.3 Beta Services. The Providing Entity may offer alpha, beta, preview, or evaluation features ("Beta Services"). Beta Services are provided AS IS, may be modified or discontinued at any time, and are excluded from SLAs and indemnities unless stated otherwise.
5.1 Fees. You agree to pay all fees specified in the applicable Order Form, online checkout, or pricing page for the Service you use. Except as expressly stated in the Service-Specific Terms, fees are non-refundable.
5.2 Billing Entity. Each Providing Entity bills for its own Services. Invoices, receipts, credits, refunds (if any), and tax documentation are issued by the Providing Entity that delivered the Service.
5.3 Payment Terms. Unless otherwise stated, fees are due net 30 from invoice date or at purchase for online transactions. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.
5.4 Taxes. Fees are exclusive of Taxes. You are responsible for all sales, use, VAT, GST, or similar taxes ("Taxes"), except Taxes based on the Providing Entity's net income. If applicable, you will provide valid exemption certificates.
5.5 Billing Disputes. You must notify the Providing Entity in writing of any good-faith billing dispute within 30 days of the invoice date, with detail sufficient to investigate. The parties will work in good faith to resolve disputes; undisputed amounts must be paid when due.
5.6 Chargebacks. You will not initiate chargebacks except where a transaction was unauthorized. Chargebacks to proper charges constitute a material breach.
6.1 Term. These General Terms commence on the Effective Date and continue until terminated as provided herein. Your subscription term(s) for specific Services are set in the applicable Order Form or Service-Specific Terms.
6.2 Suspension. The Providing Entity may suspend access to a Service if: (a) you fail to pay undisputed fees after notice; (b) your use poses a security risk or violates the Acceptable Use requirements; (c) required by law or a governmental request; or (d) there is suspected fraud or abuse.
6.3 Termination for Cause. Either party may terminate the particular Service for cause upon written notice if the other party materially breaches and fails to cure within 30 days after notice (10 days for payment breaches).
6.4 Convenience. Where allowed in the Service-Specific Terms or Order Form, a party may terminate for convenience as specified therein.
6.5 Effect of Termination. Upon termination or expiration of a Service: (a) your right to access that Service ends; (b) you will pay all accrued fees; (c) at your written request within 30 days, the Providing Entity will make Customer Content then in its possession available for export in a commercially reasonable format (unless prohibited by law or contract); (d) thereafter, the Providing Entity may delete Customer Content subject to any legally required retention.
6.6 Survival. Sections that by their nature should survive (including 2–5, 6.5–6.6, 7–15) will survive termination.
7.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential. Recipient will use the same degree of care it uses to protect its own confidential information (and no less than reasonable care) to protect Discloser's Confidential Information and will use it solely to perform under these Terms.
7.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of Recipient; was known to Recipient without restriction before receipt; was independently developed without reference to Discloser's information; or is rightfully received from a third party.
7.3 Compelled Disclosure. Recipient may disclose Confidential Information if legally compelled, provided it gives Discloser prompt notice (unless prohibited) and cooperates to seek protective treatment.
7.4 Security. The Providing Entity will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content. Additional details, certifications, and security commitments may be set forth in the applicable Service-Specific Terms or DPA.
8.1 Privacy Policy. The Unified Privacy Policy is incorporated by reference and applies to all Services.
8.2 Data Processing Addendum. Where the Providing Entity processes Personal Data on your behalf as a processor, the Data Processing Addendum ("DPA") at [link] is incorporated and governs such processing. In the event of conflict between these Terms and the DPA with respect to Personal Data processing, the DPA controls.
8.3 Cross-Border Transfers. The Providing Entity may transfer Personal Data to the United States and other jurisdictions. Where required, appropriate transfer mechanisms (e.g., EU Standard Contractual Clauses) will be used.
8.4 Records & Cooperation. Each party will comply with applicable data protection laws. You are responsible for providing legally sufficient notices and obtaining necessary consents from data subjects for your use of the Services.
9.1 IP Ownership. Except for the limited rights expressly granted, no rights are transferred. The Services (including all software, documentation, UI/UX, designs, databases, templates, and derivative works) are and remain the exclusive property of the Providing Entity and its licensors.
9.2 DMCA Policy. If you believe content infringes your copyright, please submit a notice under the Digital Millennium Copyright Act to: [designated agent email/postal]. Repeat infringers' accounts may be terminated.
9.3 Trademarks & Publicity. Except as permitted in the Service-Specific Terms or with prior written consent, you will not use any Affiliated Company Entity's names, logos, or marks. The Providing Entity may list your name and logo to identify you as a customer, subject to your written revocation at any time.
10.1 API Access. If the Service includes an API, your use is subject to any API terms in the relevant Service-Specific Terms and technical documentation.
10.2 Rate Limits & Keys. The Providing Entity may impose or modify rate limits and require API keys. You will not circumvent limits.
10.3 Audit/Verification. The Providing Entity may monitor usage to verify compliance (including automated monitoring). If requested, you will provide reasonable information to demonstrate compliance.
11.1 Mutual Warranties. Each party represents that it is duly organized, validly existing, and has full authority to enter into and perform under these Terms.
11.2 Customer Warranties. You warrant that you have obtained and will maintain all rights, consents, and permissions necessary to submit and process Customer Content and to use the Services as contemplated.
11.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN A SERVICE-SPECIFIC TERM OR A SIGNED ORDER FORM, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE AFFILIATED COMPANY ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE AFFILIATED COMPANY ENTITIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
12.1 By the Providing Entity. The Providing Entity will defend and indemnify you against third-party claims alleging that the Services, as provided to you and used by you in accordance with these Terms, directly infringe a U.S. copyright, U.S. patent, or U.S. trademark, or misappropriate a trade secret, and will pay damages and reasonable attorneys' fees finally awarded by a court or included in a settlement approved by the Providing Entity.
Exclusions: This obligation does not apply to claims arising from (a) Customer Content; (b) combinations with products or data not provided by the Providing Entity; (c) modifications not made by the Providing Entity; or (d) your non-compliance with the Terms.
Remedies: If the Services are alleged to infringe, the Providing Entity may (at its option) procure the right for you to continue using, replace or modify the Services to be non-infringing, or terminate the affected Service and refund prepaid, unused fees.
12.2 By Customer. You will defend and indemnify the Affiliated Company Entities against third-party claims arising from (a) your Customer Content; (b) your use of the Services in violation of these Terms or law; or (c) any allegation that data you provided (including third-party data) violates third-party rights.
12.3 Procedure. The indemnified party will (i) promptly notify the indemnifying party, (ii) grant sole control of defense/settlement, and (iii) provide reasonable cooperation. The indemnifying party will not settle any matter imposing non-monetary obligations on, or admitting fault by, the indemnified party without its prior written consent (not unreasonably withheld).
13.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AFFILIATED COMPANY ENTITIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED BY A PARTICULAR PROVIDING ENTITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO THAT PROVIDING ENTITY FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 Carve-Outs. The limitations above do not apply to (a) your payment obligations; (b) a party's indemnification obligations; (c) your breach of Section 2 (Acceptable Use) or 9 (IP); or (d) liability that cannot be limited by law.
13.4 Allocation of Risk. The fees reflect the allocation of risk set forth in these Terms.
14.1 Compliance with Laws. Each party will comply with all applicable laws and regulations in connection with its activities hereunder.
14.2 Export & Sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and you are not a denied or restricted party. You will not export, re-export, or transfer the Services in violation of U.S. export control laws or sanctions.
14.3 Anti-Bribery. Each party will comply with applicable anti-bribery and anti-corruption laws (including the U.S. FCPA and UK Bribery Act).
14.4 U.S. Government End Users. The Services are "commercial products" and "commercial computer software" as those terms are defined in applicable procurement regulations. Government end users receive only those rights set forth in these Terms.
15.1 Entity-Specific Forums. Disputes with a Providing Entity will be governed by the governing law and forum stated in that entity's Service-Specific Terms. If none is stated, these General Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules, and the exclusive jurisdiction and venue will be the state and federal courts located in Collin County, Texas.
15.2 Arbitration (Default Rule). Unless the applicable Service-Specific Terms specify a different process, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration under the Federal Arbitration Act, administered by JAMS pursuant to its Streamlined Rules, by a single arbitrator seated in the U.S. The language will be English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek provisional equitable relief (e.g., temporary restraining order) in aid of arbitration in a court of competent jurisdiction.
15.3 Class Action Waiver. YOU AND THE AFFILIATED COMPANY ENTITIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
15.4 Small Claims; IP Relief. Either party may bring an individual action in small-claims court or seek injunctive relief to protect IP or unauthorized access/misuse of the Services, without first engaging in arbitration.
15.5 Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to info@gridsiteinc.com. Your opt-out will apply only to you and only to disputes not yet filed.
16.1 Updates to Terms. We may update these General Terms from time to time. Material changes will be posted at [link] and, where required, we will provide advance notice (e.g., email or in-product). Your continued use after the effective date of the updated Terms constitutes acceptance. If you do not agree, you must stop using the Services before the updated Terms take effect.
16.2 Service Changes. All Services are provided on a best efforts basis only. The Affiliated Company Entities do not guarantee uninterrupted or error-free operation of the Services, nor that any specific feature, functionality, or integration will continue to be available. The Affiliated Company Entities may, in their sole discretion and at any time, modify, suspend, or discontinue any Service (or any part thereof), temporarily or permanently, with or without notice. The Affiliated Company Entities further reserve the right, in their sole discretion and at any time, to refuse service, terminate accounts, or limit access to any Service to any person or entity, for any reason or no reason, including for violation of these Terms or applicable law. None of the Affiliated Company Entities will be liable to you or to any third party for any modification, suspension, discontinuation, or refusal of the Services.
17.1 Notices. Legal notices to an Affiliated Company Entity must be sent to: Legal Department, GridSite Technology Inc., 6009 W. Parker Rd., Ste. 149-298, Plano, TX 75074. and by email to info@gridsiteinc.com. Notices to you may be provided via email to your account email, through the Service interface, or by posting.
17.2 Electronic Communications. You consent to receive communications electronically and agree that all terms, notices, disclosures, and other communications satisfy any legal requirement that such communications be in writing and signed.
18.1 Assignment. You may not assign or transfer these Terms (by operation of law or otherwise) without prior written consent of the Affiliated Company Entity whose Services you are using. Any unauthorized assignment is void. An Affiliated Company Entity may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
18.2 Force Majeure. Neither party will be liable for delay or failure due to events beyond its reasonable control (e.g., natural disasters, war, terrorism, labor actions, utility failures, Internet or hosting outages, governmental actions). Payment obligations are excluded from force majeure.
18.3 Independent Contractors. The parties are independent contractors; these Terms create no partnership, franchise, agency, fiduciary, or employment relationship.
18.4 No Third-Party Beneficiaries. Except for the Affiliated Company Entities and indemnified parties, there are no third-party beneficiaries.
18.5 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. No waiver is effective unless in writing and signed; failure to enforce is not a waiver.
18.6 Headings; Interpretation. Headings are for convenience only. "Including" means "including without limitation."
18.7 Entire Agreement. These General Terms, together with the applicable Service-Specific Terms, Order Forms, SOWs, SLAs, DPAs, and any documents incorporated by reference, constitute the entire agreement relating to the subject matter and supersede all prior or contemporaneous understandings.
18.8 Continuing Effect. Any use of Services after termination of another Service remains subject to these Terms and the relevant Service-Specific Terms for the ongoing Service.
Effective Date: August 1, 2025
These GridSite Supplemental Terms ("GridSite Terms") form part of the Affiliated Entities Terms of Service ("General Terms") and apply specifically to Services provided by GridSite Technology Inc. ("GridSite"). Capitalized terms have the meaning given in the General Terms.
1.1 Listings. GridSite provides an online marketplace for property listings, infrastructure opportunities, and related services. GridSite does not itself act as a broker or fiduciary unless explicitly stated in writing.
1.2 Non-Agency. Unless expressly agreed in writing, GridSite is not your agent, broker, or representative in any transaction. All negotiations and transactions are solely between you and other participants.
1.3 Permissible Use. The Marketplace may be used only for lawful, non-discriminatory property-related listings and activities. You may not post content that violates fair housing laws, misrepresents property details, or infringes third-party rights.
2.1 Accuracy. You are solely responsible for the accuracy and completeness of your listings and other content.
2.2 MLS / Third-Party Data. Where listings incorporate MLS or third-party feeds, your use is subject to the applicable MLS or third-party terms.
2.3 Removal. GridSite may remove or edit any listing or content at its sole discretion, including for suspected inaccuracy, illegality, or non-compliance with policy.
3.1 Fees. Fees for listing, promotion, or enhanced services will be disclosed at the point of purchase.
3.2 No Guarantee. Payment of listing fees does not guarantee visibility, placement, or transaction success.
3.3 Separate Transactions. GridSite is not a party to, and has no responsibility for, payments or transactions between buyers, sellers, lessors, lessees, or service providers.
4.1 No Warranty on Valuations. Any analytics, estimates, or projections (e.g., property values, power availability, site scoring) are for informational purposes only and provided "AS IS."
4.2 No Due Diligence. GridSite does not conduct independent verification of listings. You must perform your own due diligence.
4.3 Regulatory Compliance. You are solely responsible for compliance with applicable licensing, brokerage, fair-housing, zoning, and other regulations.
Disputes arising from GridSite Services will be governed by Texas law, with venue in the state and federal courts of Collin County, Texas, unless otherwise required by applicable real-estate law.
Effective Date: August 1, 2025
These ComputeComplete Supplemental Terms ("ComputeComplete Terms") form part of the General Terms and apply specifically to Services provided by ComputeComplete Inc. ("ComputeComplete"). Capitalized terms have the meaning given in the General Terms.
1.1 Platform. ComputeComplete provides a SaaS platform for lifecycle management of infrastructure projects, including modules for planning, deployment, operations, compliance, and integrations.
1.2 APIs & SDKs. APIs and SDKs are provided solely under these Terms, subject to usage caps, rate limits, and license restrictions set forth in documentation, Order Forms, or API keys.
1.3 Professional & Construction Services. ComputeComplete may also provide professional services, including consulting, integration, engineering design, construction management, installation oversight, commissioning, compliance audits, or training (collectively, "Professional Services"). Professional Services may be performed directly by ComputeComplete personnel or through approved subcontractors.
2.1 Subscription Tiers. SaaS access is provisioned on a subscription basis as set forth in your Order Form.
2.2 Usage Metrics. Some subscriptions are metered; overages are billed monthly in arrears.
2.3 Trial Access. Free trials are for evaluation only and exclude SLA, support, or continuity commitments.
2.4 Accounts for Services. To receive Professional Services, you may be required to create a project account, designate project contacts, and supply necessary access credentials, documents, and approvals.
3.1 Uptime. ComputeComplete targets 99.5% monthly uptime for paid SaaS Services, excluding scheduled maintenance and force majeure events.
3.2 Remedies. Sole remedy for SLA breach is service credits applied to future invoices.
3.3 Exclusions. Beta features, free accounts, third-party integrations, and Professional Services are excluded from SLA commitments.
4.1 Customer Content. Customer Content may include project data, infrastructure data, engineering drawings, schedules, or related records. Processing is governed by the DPA.
4.2 Security Measures. ComputeComplete maintains administrative, technical, and physical controls as described at [security page link].
4.3 Backups. ComputeComplete takes commercially reasonable steps to back up SaaS data but does not guarantee recovery of deleted or overwritten data. Backup obligations do not extend to physical documents or construction records provided during Professional Services.
5.1 Statements of Work. Professional Services will be described in one or more mutually executed Statements of Work ("SOWs"), which specify scope, deliverables, assumptions, responsibilities, schedule, and fees.
5.2 Customer Responsibilities. You will (a) provide timely access to facilities, personnel, data, permits, and approvals; (b) ensure compliance with workplace health and safety rules; and (c) designate a project manager to coordinate with ComputeComplete.
5.3 Site Conditions. Unless expressly stated in an SOW, ComputeComplete is not responsible for unknown site conditions, pre-existing defects, hazardous materials, or delays caused by third parties.
5.4 Permits & Licenses. Customer remains responsible for obtaining and maintaining required permits, licenses, or regulatory approvals unless expressly assumed by ComputeComplete in writing.
5.5 Deliverables. Deliverables (e.g., drawings, reports, specifications) are provided for the Customer's internal use only and may not be reused or resold without ComputeComplete's consent.
5.6 Warranty Disclaimer. Professional Services are provided on a best-efforts basis only. ComputeComplete does not warrant achievement of specific project outcomes, budgets, schedules, or performance metrics unless expressly guaranteed in an SOW.
5.7 Subcontractors. ComputeComplete may engage qualified subcontractors to perform portions of Professional Services. ComputeComplete remains responsible for their compliance with this Agreement.
5.8 Payment Terms. Unless otherwise set forth in an SOW, Professional Services are billed monthly on a time-and-materials basis, net 30. Materials, travel, and expenses are billed at cost plus applicable handling charges.
5.9 Change Orders. Material scope changes must be documented in a written Change Order signed by both parties.
6.1 Customer Duty. Customer is responsible for maintaining a safe work environment at all project sites, including compliance with OSHA, NFPA, building codes, and other applicable laws.
6.2 Indemnity. Customer will indemnify ComputeComplete against claims arising from unsafe site conditions, Customer's contractors, or Customer's failure to comply with applicable laws.
6.3 Insurance. Each party will maintain industry-standard commercial general liability and workers' compensation insurance for the duration of Professional Services. Proof of insurance will be provided upon request.
Disputes arising from ComputeComplete Services will be governed by the laws of the State of Texas, without regard to conflicts of law, with mandatory arbitration under Section 15 of the General Terms.
Effective Date: August 1, 2025
This Vendor Network Agreement ("Vendor Agreement") is entered into between ComputeComplete Inc. ("ComputeComplete") and the company or individual agreeing below ("Vendor"). This Agreement governs participation in the ComputeComplete Vendor Network (the "Network").
1.1 Network Purpose. The Network connects Vendors offering professional services (consulting, project management, installation, maintenance, compliance, etc.) with customers using ComputeComplete.
1.2 Independent Contractors. Vendors act solely as independent contractors. Nothing in this Agreement creates employment, partnership, or agency. Vendors have no authority to bind ComputeComplete.
2.1 Registration. Vendors must maintain a current account and provide accurate company information, licenses, and insurance.
2.2 Compliance. Vendors must comply with all applicable laws, including licensing, safety, data protection, anti-bribery, and employment laws.
2.3 Background & Vetting. ComputeComplete may require background checks, certifications, or verification of credentials.
3.1 Profiles. Vendor profiles must be accurate and up-to-date.
3.2 Engagements. All engagements are between Vendor and the Customer. ComputeComplete is not a party and assumes no responsibility for Vendor performance, deliverables, or payments.
3.3 Ratings & Feedback. Vendors consent to collection and display of ratings, reviews, and performance data.
3.4 Non-Circumvention. Vendor agrees not to circumvent ComputeComplete by directly soliciting or contracting with Customers introduced through the Network for the purpose of avoiding payment of referral or transaction fees.
4.1 Network Fees. ComputeComplete may charge Vendors listing fees, referral fees, or transaction fees as disclosed in the Vendor Portal.
4.2 Survival of Fees. Vendor's obligation to pay referral or transaction fees survives termination of this Agreement. ComputeComplete remains entitled to fees for any Customer introductions, referrals, or opportunities made prior to termination, including any resulting engagements entered into within twelve (12) months after termination.
4.3 Payment Processor. Payments are facilitated by third-party payment processors under their terms.
4.4 Audit Rights. ComputeComplete may audit Vendor's records reasonably related to engagements with Customers for the purpose of confirming compliance with fee obligations.
4.5 No Guarantee. ComputeComplete does not guarantee any minimum number of leads or engagements.
5.1 Customer Data. Vendors must handle any Customer Data only for the purpose of performing engagements, in compliance with privacy laws.
5.2 Non-Disclosure. Vendors may not disclose or misuse any non-public information obtained through the Network.
5.3 Return/Destruction. Upon termination, Vendor must return or securely destroy all non-public information obtained through the Network unless required by law to retain it.
6.1 At Will. Either party may terminate Vendor participation in the Network at any time with or without cause.
6.2 Suspension. ComputeComplete may suspend or terminate Vendors for suspected non-compliance, poor performance, or risk to customers.
6.3 Survival. Sections 3.4, 4.1–4.4, 5, 6.3, and 7 survive termination. Termination does not relieve Vendor of obligations accrued prior to termination.
7.1 By Vendor. Vendor will defend, indemnify, and hold harmless ComputeComplete and its affiliates, officers, directors, employees, and agents against claims, damages, or expenses arising from: (a) Vendor's services or deliverables; (b) Vendor's violation of this Agreement or applicable law; or (c) Vendor's negligence, willful misconduct, or breach of third-party rights.
This Vendor Agreement is governed by Texas law, with mandatory arbitration under Section 15 of the General Terms.
Effective Date: [To be completed upon execution]
These Powered by GridColo and GridColo Inside Supplemental Terms ("GridColo Licensing Supplemental Terms") form part of the Affiliated Entities Terms of Service (General Terms) and apply to participation in either (a) the Powered by GridColo Program or (b) the GridColo Inside Program (each, a "Licensed Program"). Capitalized terms not defined here have the meanings in the General Terms.
1.1 Nature of Program. Each Licensed Program is a licensing and standards-adoption framework. This is a license, not a franchise, partnership, agency, or joint venture.
1.2 Grant of License. Subject to continuous compliance with these Supplemental Terms and all published policies, GridSite Technology Inc. ("GridSite") grants Licensee a non-exclusive, non-transferable, revocable license to use the applicable Program name and marks solely for the facility approved under the Licensed Program (the "Licensed Facility"). All rights not expressly granted are reserved.
1.3 No Transfer or Sublicense. Licensee may not assign, transfer, or sublicense Program rights without GridSite's prior written consent. Any unauthorized assignment is void.
1.4 Rates and Financial Terms. Fees, royalties, and service rates for the Licensed Program will be set forth in a separate Rate Schedule / License Fee Agreement (an "Order Form" under Section 0.4 of the General Terms) incorporated by reference herein.
2.1 Tier Requirements. To use a specific Tier designation (Bronze, Silver, Gold, or Platinum), the Licensed Facility must satisfy the then-current technical, operational, safety, security, and compliance criteria published in the GridColo Standards Portal (collectively, the "GridColo Standards").
2.2 Verification and Audit. GridSite and its designated inspectors may audit, inspect, and test Licensed Facilities at any time to verify compliance. Licensee will provide timely access to sites, equipment, records, and personnel as reasonably requested.
2.3 Non-Compliance. If a Licensed Facility fails to maintain its Tier or violates Program rules, GridSite may direct corrective actions, downgrade, suspend, or revoke the license until remedied.
3.1 Enrollment and Screening. All personnel granted access to secure or restricted areas ("Credentialed Personnel") must complete GridSite's enrollment, submit required information, and consent to background screening in accordance with applicable law.
3.2 Disqualifying Offenses and Eligibility Periods. GridSite may deny or revoke credentials based on criminal convictions as follows (subject to individualized assessment permitted by law):
| Offense Category | Example Convictions | Ineligibility Period |
|---|---|---|
| Permanent Ban | Treason, Espionage, Murder, Aggravated Kidnapping, Terrorism, Human Trafficking, Aggravated Sexual Assault | Permanent |
| Class A/B Felony: Violent or Major Financial Crimes | Armed Robbery, Arson, Major Fraud, Felony Bribery | 10 years post-release |
| Class C Felony / Serious Non-Violent | Burglary, Identity Theft, Weapons Offenses not involving violence | 5 years post-release |
Note: Minor traffic violations and other non-relevant minor offenses are not disqualifying under this Program.
3.3 Discretionary Authority. GridSite may, in its sole and absolute discretion, approve, deny, suspend, or revoke any individual's credential at any time for safety, security, or compliance reasons.
3.4 Recording Consent & Signage. Licensee will ensure that all Credentialed Personnel and visitors receive notice and consent to the presence and use of audio/video recording throughout the Licensed Facility. Licensee must display and maintain GridSite-standard signage indicating that recording is in progress.
3.5 Post-Approval Convictions. Licensee must require Credentialed Personnel to promptly report (and Licensee must notify GridSite of) any new criminal conviction occurring after approval. GridSite may reassess eligibility, and credentials may be revoked or suspended based on the new information.
4.1 Standards and Policies. Licensee will comply with all policies, procedures, rules, and standards published by GridSite through the portal, including those relating to operations, safety, branding, security, data handling, environmental controls, and customer interaction.
4.2 Monitoring and NOC Integration. All Licensed Facilities must be connected to and continuously monitored via GridSite's Network Operations Center ("NOC Services"). Licensee will implement and maintain required network connectivity, devices, telemetry, and incident-response workflows per GridSite specifications.
4.3 Inspection Rights. GridSite's credentialed personnel may enter the Licensed Facility at any time for inspection, audit, testing, incident response, or verification, subject to reasonable coordination with on-site management where practicable. Refusal of access is a material breach.
4.4 Branding and Presentation. Use of GridColo marks, signage, and digital assets must follow the GridColo Brand Guidelines. Licensee may not alter, co-brand, or use marks in a manner likely to confuse as to ownership or operation.
4.5 Recordkeeping. Licensee will maintain operations, safety, credentialing, and customer-interaction records for at least seven (7) years or longer where required by law and will provide such records to GridSite upon request.
4.6 Customer Service & Reputation. Licensee must maintain professional customer service, timely communications, and fair dealing consistent with the GridColo Standards. Licensee must not engage in conduct (onsite, online, or otherwise) that tarnishes, disparages, or brings into disrepute GridSite, the Licensed Program, or the GridColo brand. GridSite may issue directives to remediate reputational risk; failure to comply is a material breach.
4.7 Operator Responsibility; Refusal of Service. Licensee is solely responsible for: (a) the safety, suitability, and regulatory compliance of the site, systems, personnel, and operations; (b) all permits, inspections, and AHJ interactions; and (c) ensuring that third-party contractors comply with applicable law and the GridColo Standards. GridSite may refuse or discontinue any service (including NOC Services, inspections, or certification activities) where, in GridSite's discretion, continued service presents safety, security, legal, reputational, or compliance concerns.
5.1 Corrective Action. Upon written notice of deficiencies, Licensee must implement corrective measures within the timeframe specified by GridSite (or, if none specified, within ten (10) days).
5.2 Suspension/Revocation Triggers. GridSite may immediately suspend or revoke any license or service if it determines that continuing operation poses a risk to safety, security, compliance, or brand integrity, including customer-service failures or reputational harm; repeated or material standards violations; credentialing failures; or non-payment.
5.3 Effect of Suspension/Termination. Upon suspension, revocation, or termination, Licensee must, within ten (10) days (or a shorter period if reasonably required to prevent risk): (a) cease all use of GridColo marks; (b) remove Program signage and digital references; (c) disconnect from NOC Services as directed; and (d) return or destroy confidential materials. GridSite may immediately cease providing any or all services (including NOC Services) and may implement technical or administrative measures to enforce cessation. All outstanding fees remain due.
6.1 Independent Operators. Licensees operate independently and are not agents, partners, fiduciaries, or employees of GridSite or its affiliates.
6.2 No Franchise. Nothing in these Supplemental Terms or Program materials constitutes a franchise, business opportunity, or profit-sharing arrangement under the U.S. Franchise Rule (16 C.F.R. Part 436) or any state franchise law. Licensee acknowledges no franchise disclosure document is provided; all fees are solely for licensing and services.
7.1 No Duty to Validate Site Suitability. GridSite does not warrant or represent the safety, structural sufficiency, code compliance, or fitness of the Licensed Facility or any equipment. Any templates, checklists, or recommendations are informational only; Licensee remains solely responsible for site decisions, code compliance, and operations.
7.2 Disclaimer; No Guarantees. To the maximum extent permitted by law and in addition to the disclaimers in Section 11 of the General Terms, all Licensed Program services (including audits, inspections, NOC Services, and certifications) are provided "AS IS" and "AS AVAILABLE." GridSite does not guarantee any Tier certification, uptime, incident prevention, or specific outcomes.
7.3 Exclusion of Certain Damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, punitive, loss-of-profits, business interruption, or loss-of-data damages arising out of or relating to the Licensed Program.
7.4 Damages Cap (Superseding for Program). Notwithstanding Section 13.1 of the General Terms, the aggregate liability of GridSite and its affiliates arising from or related to the Licensed Program (including NOC Services and certification activities) is capped at the lesser of: (a) amounts actually paid by Licensee for Licensed Program fees in the six (6) months preceding the event giving rise to liability; or (b) fifty percent (50%) of such amounts. This Section 7.4 controls over inconsistent limitations in the General Terms solely for Licensed Program claims.
7.5 Indemnity—Operator Risks. Licensee will defend and indemnify GridSite and its affiliates against third-party claims arising from site conditions, site operations, Licensee's contractors, or Licensee's violation of law or these Supplemental Terms.
8.1 Precedence. These Supplemental Terms supplement the General Terms and control in the event of conflict with respect to the Licensed Program.
8.2 Updates. GridSite may update Program requirements and standards through the portal. Continued participation after the effective date of an update constitutes acceptance.
8.3 Survival. Sections 3–7 and 8 survive termination of any license.
8.4 Notices; Communications. Notices under these Supplemental Terms will follow Section 17 of the General Terms and may also be delivered through the GridColo portal.