The SecureGrip Organization
Terms of Use

These Terms of Use (these “Terms of Use”) are agreed to between SecureGrip, LLC and its affiliates (“SecureGrip”), and you, or if you represent an entity or other organization, that entity or organization (in either case, “You” or “Your”).  SecureGrip offers users (“Users”) the ability to access information, data, and other content (“Content”) through the website located at www.spiidergriip.com or any other websites operated by SecureGrip (each, a “Website”).  These Terms of Use incorporate SecureGrip’s Privacy Policy (the “Privacy Policy”) in its entirety.

PLEASE CAREFULLY READ THESE TERMS OF USE.  BY ACCESSING OR USING THE WEBSITE OR CONTENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY.  IF YOU DO NOT AGREE, SECUREGRIP IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEBSITE or CONTENT, AND YOU MUST NOT ACCESS OR USE THE WEBSITE or CONTENT.  YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE WEBSITE AND ITS CONTENT.

You are responsible for compliance with these Terms of Use.  Unless You later enter into any other agreements with SecureGrip regarding the Website and Content, these Terms of Use are the complete, entire, and exclusive agreement between You and SecureGrip regarding Your access to and use of the Website and Content.  These Terms of Use supersede any prior agreement or proposal, oral or written, and any other communications between You and SecureGrip relating to Your use of the Website, Content, or as a User of the Website.

1. Definitions. Terms used in these Terms of Use have the definitions given in these Terms of Use or, if not defined herein, have their plain English meaning as commonly interpreted in the United States.
2. Term. These Terms of Use are entered into as of the earlier of the date You first accessed the Website or used the Website or Content and will continue until terminated as set forth herein.
3. Modifications. SecureGrip reserves the right, at any time, to modify the Website or Content, with or without notice to You, by making those modifications available on the Website.  SecureGrip also reserves the right, at any time, to modify these Terms of Use.  SecureGrip will inform You of the presence of any changes to these Terms of Use by posting those changes on the Website or by providing You with notice through the Website.  Any modifications will be effective immediately upon posting on the Website or delivery of such notice through the Website.  You may terminate these Terms of Use as set forth below if You object to any such modifications.  However, You will be deemed to have agreed to any and all modifications through Your continued use of the Website or Content following such notice period.
4. Access.
   • To the Website.  Subject to Your compliance with these Terms of Use, SecureGrip will permit You to access and use the Website and Content solely for lawful purposes and only in accordance with these Terms of Use and any other agreement You agree to with SecureGrip before being given access to any specific aspects of the Website.  Any additional agreement is in addition to these Terms of Use and will govern Your use of the portions of the Website to which the additional agreement applies in the event of a conflict between these Terms of Use and the additional agreement.
   • To Content.  Unless otherwise noted on the Website, all Content available through the Website, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by SecureGrip or SecureGrip’s other third-party providers.  You represent and warrant that You will comply with these Terms of Use as to all Content available through the Website.  All Content is provided for informational purposes only, and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content.  SecureGrip has not verified the accuracy of, and will not be responsible for, any errors or omissions in any Content.  SecureGrip makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content.  Except as set forth in these Terms of Use, You are granted no licenses or other rights in or to any Content, or any IPR (as defined in Section 8 (Ownership)) therein or related thereto.  If You would like to use any Content in a manner not permitted by these Terms of Use, please contact SecureGrip.
5. Termination. These Terms of Use may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms of Use.  Upon termination or expiration of these Terms of Use for any reason: (1) all rights and subscriptions granted to You under these Terms of Use will terminate; and (2) You will immediately cease all use of and access to the Website and all Content (including, without limitation, all Content You obtained prior to termination).  Sections titled Definitions, Termination, Suspension, Website Technology, Ownership, Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Feedback, Disputes, Governing Law and Venue, Notices, Linked Sites, No Offer or Reliance, and Additional Terms will survive any expiration or termination of these Terms of Use.
6. Suspension. Without limiting SecureGrip’s right to terminate these Terms of Use, SecureGrip may also suspend Your access to the Website or any Content, with or without notice to You, upon any actual, threatened, or suspected breach of these Terms of Use or applicable law or upon any other conduct deemed by SecureGrip, in its sole discretion, to be inappropriate or detrimental to the Website, SecureGrip, or any other User or third party.
7. Website Technology. The Website, and the databases, software, hardware, and other technology used by or on behalf of SecureGrip to operate the Website, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of SecureGrip.  You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms and Use; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
8. Ownership. SecureGrip retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (collectively, “IPR”), in and to the Technology and Content and any additions, improvements, updates, and modifications thereto.  You receive no ownership interest in or to the Technology or Content, and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Website and Content under these Terms of Use.  The SecureGrip name, logo, and all product and service names associated with the Website and Content, including the SpiiderGriip™ name and logo, are trademarks of SecureGrip and its licensors and third-party providers, whether registered or unregistered, and You are granted no right or license to use them.
9. REPRESENTATIONS AND WARRANTIES.
   • Mutual.  Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into these Terms of Use, (b) these Terms of Use form a binding legal obligation on behalf of such party, and (c) it has the legal right and authority to perform its obligations under these Terms of Use and to grant the rights and licenses described in these Terms of Use.
   • Compliance with Laws.  You acknowledge that the Website is a general purpose online service and is not specifically designed to facilitate compliance with any specific law.  You represent and warrant to SecureGrip that Your use of and access to the Website, including any Content, will comply with all applicable laws, rules, or regulations (“Laws”) and will not cause SecureGrip itself, SecureGrip’s affiliates, or any other third party to violate any applicable Laws.  SecureGrip is not responsible for notifying You of any such Laws, enabling Your compliance with any such Laws, or for Your failure to comply. 
   • No Warranties; Disclaimer.  THE WEBSITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS OTHERWISE STATED, SECUREGRIP DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE WEBSITE, CONTENT, OR THE PRODUCTS ADVERTISED ON THE WEBSITE OR OTHER DATA, INFORMATION OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE WEBSITE.  SECUREGRIP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, CONTENT, AND OTHER SUBJECT MATTER OF THESE TERMS OF USE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SECUREGRIP OR ITS EMPLOYEES, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3.

SECUREGRIP MAKES NO WARRANTY THAT (a) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (b) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY CONTENT OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless SecureGrip and its officers, directors, shareholders, managers, members, affiliates, employees, agents, service providers, contractors, assigns, Users, customers, providers, licensees, and their respective successors in interest (each, an “Indemnified Party”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Website, or any Content, (2) Your collection and disclosure of any Content, (3) Your violation or alleged violation of applicable Laws, or (4) Your breach or alleged breach of any representation, warranty, or other provision of these Terms of Use.  SecureGrip will use reasonable efforts to provide You with notice of any such claim or allegation, and SecureGrip will have the right to participate in the defense of any such claim.
11. LIMITATION ON LIABILITY. SECUREGRIP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE WEBSITE OR CONTENT, EVEN IF SECUREGRIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS, OR SERVICES.  SECUREGRIP’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE AND ALL CONTENT PROVIDED UNDER THESE TERMS OF USE OR THROUGH THE WEBSITE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $100.  YOU AGREE THAT SECUREGRIP WOULD NOT ENTER INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES IS NOT PERMITTED, SECUREGRIP’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. Data Privacy. You expressly consent to the use and disclosure of Your personal information and other data and information as described in the Privacy Policy. 
13. Feedback. If You provide SecureGrip any feedback or suggestions regarding the Website or Content (“Feedback”), You hereby assign to SecureGrip all rights in the Feedback and agree that SecureGrip shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You.  SecureGrip will treat any Feedback You provide to SecureGrip as non-confidential and non-proprietary.  You agree that You will not submit to SecureGrip any information or ideas that You consider to be confidential or proprietary.
14. DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms of Use, including the formation, validity, binding effect, interpretation, performance, breach, or termination, of these Terms of Use and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms of Use (each, a “Dispute”), in accordance with the procedures set forth in this Section 14.  If any Dispute cannot be resolved through negotiations between the parties within five (5) days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by SecureGrip in the State of North Carolina, U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
15. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under these Terms of Use, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of North Carolina, U.S.A., as such laws apply to contracts between residents of North Carolina without regard to conflicts of law provisions thereof. 
16. NOTICES. Unless otherwise specified in these Terms of Use, any notices required or allowed under these Terms of Use will be provided to SecureGrip by postal mail to the address for SecureGrip listed on the Website.  SecureGrip may provide You with any notices required or allowed under these Terms of Use by sending You an email to any email address You provide to SecureGrip, provided that in the case of any notice applicable to both You and other Users of the Website, SecureGrip may instead provide such notice by posting on the Website.  Notices provided to SecureGrip will be deemed given when actually received by SecureGrip.  Notice provided to You will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
17. LINKED SITES. The Website or Content may contain links to third-party sites or content, which are not under the control of SecureGrip.  If You access a third-party site or content from the Website, then You do so at Your own risk, and SecureGrip is not responsible for any content on any linked site.  You may establish a link to the Website, provided that the link does not state or imply any sponsorship or endorsement of Your site by SecureGrip or any group or individual affiliated with SecureGrip.  You may not use on Your site any Content or marks appearing on the Website.  You may not frame or otherwise incorporate into another site the Content or other material on the Website without SecureGrip’s prior written consent.
18. NO OFFERS OR RELIANCE. The information on the Website is provided for informational purposes only.  SecureGrip makes no representations that products or services discussed on the Website are available or appropriate for sale or use in all jurisdictions.  Those who access the Website do so at their own initiative and are responsible for compliance with local laws or regulations. While SecureGrip uses reasonable efforts to obtain information from reliable sources, SecureGrip makes no representations or warranties as to the accuracy, reliability, or completeness of any information or document on the Website obtained outside of SecureGrip.  Certain information on the Website may contain forward-looking statements, which reflect our views with respect to, among other things, our operations and financial performance.  Such forward-looking statements are subject to various risks and uncertainties and speak only as of the date on which they are made.  Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from that which is indicated in these statements.  You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions.  SecureGrip undertakes no obligation to update publicly or revise any information on the Website, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Website are subject to change without notice.

In addition, no information, Content, or other materials contained on the Website should be construed or relied upon as investment, legal, accounting, tax, or other professional advice.

19. ADDITIONAL TERMS. Unless otherwise amended, these Terms of Use will exclusively govern Your access to and use of the Website and Content, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Website and Content.  Except as expressly set forth in these Terms of Use, these Terms of Use may be amended or modified only by a writing signed by both parties.  All waivers by SecureGrip under these Terms of Use must be in writing or later acknowledged by SecureGrip in writing.  Any waiver or failure by SecureGrip to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver by SecureGrip of any other provision or of such provision on any other occasion.  If any provision of these Terms of Use is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  Neither these Terms of Use nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of SecureGrip.  Any assignment in violation of the foregoing will be null and void.  SecureGrip may assign these Terms of Use to any party that assumes SecureGrip’s obligations hereunder.  The parties hereto are independent from each other and are not agents, employees, or employers, of the other, nor partners or joint venturers with the other, and neither party hereto acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other party.  Any reference herein to “including” will mean “including, without limitation.”  Past performance is not indicative of future results.