Last Updated: May 15, 2018
Effective: May 25, 2018
Prior Version Available Here: here

Any changes to the dispute resolution provisions set forth in Section 18 (Governing Law and Jurisdiction; Class Action Waiver) and Section 19 (Limitation On Time To Files Claims) will not apply to any disputes for which both parties have actual notice prior to the date the change is posted on this website.


1. End User License Agreement (EULA) and Terms of Service.
This End User License Agreement (also referred to as 'Agreement' or 'EULA') contains the terms and conditions that govern your access to and use of the Service Offerings ('Service', 'Services') and is an agreement between ScaleGrid, Inc. (‘ScaleGrid,’ 'we,' 'us,',"Company" or 'our') and you or the entity you represent ('you' or ‘Customer’). Our Services consist of cloud-based database management services and associated software. Customers choose to host the database on their own servers (or on servers owned by third parties with whom they are in direct contractual relationship) or on servers that are part of our cloud infrastructure, in each case using our cloud based software as a service. This EULA takes effect when you click an 'I Accept' button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor).

If you are entering into this EULA for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. You may access and use the Service Offerings in accordance with this EULA and other policies that we may issue from time to time. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.

Customers use their own data with our Service ('Customer Data'). We do not access the Customer Data unless instructed to do so by the Customer or if required by applicable law. As described in our Privacy Policy, we do not determine what data our Customers process through our Service, we do not control how those Customers process that data, and our core activities do not consist in regular and systematic monitoring of data subjects on a large scale nor do they consist of processing on a large scale of "special categories” of data or personal data relating to criminal convictions and offences, pursuant to the EU General Data Protection Legislation (‘GDPR’). If Customer inputs or uploads to the ScaleGrid platform their Customer Data that includes personal information subject to the GDPR, the Data Processing Addendum (‘DPA’) available here shall apply to both Customer and ScaleGrid with respect only to such processing of Customer Data. In the event of any conflict between the DPA and this Agreement (excluding the DPA), the terms of the DPA shall apply solely with respect to such conflict. The Customer agrees that the input or upload of Customer Data to ScaleGrid may constitute a transfer of data to a country that is not considered to have an adequate level of protection under the GDPR. Should this be the case, the Customer undertakes that it has received and can demonstrate that is has received the necessary consents and authorisations for the transfer of the personal data. If the Customer does not wish to rely on consent as the lawful basis of transfer, it may contact ScaleGrid at support@scalegrid.io and ScaleGrid will provide a set of standard contractual clauses that have been approved by the EU Commission for application in the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

2. Your Account
To access the ScaleGrid Services, you must create an account associated with a valid email address and you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party. We and our affiliates are not responsible for unauthorized access to your account.

You agree to do each of the following: (i) comply with applicable law and this Agreement; (ii) pay when due the fees for the Services, (iii) use reasonable security precautions in light of your use of the Services, (iv) cooperate with ScaleGrid's reasonable investigation of outages, security problems, and any suspected breach of this agreement, (v) keep your billing contact and other account information up to date; and (vi) immediately notify ScaleGrid of any unauthorized use of your account or any other breach of security. In the event of a dispute between us regarding the interpretation of applicable law or the terms set in this EULA, ScaleGrid's reasonable determination shall control.

3. Acceptable Conduct
You are responsible for your use of ScaleGrid‘s Services and all users that access your account to use our Services. You will not engage in any activity that disrupts or interferes with ScaleGrid‘s Services or the networks connected to the Company. Reverse engineering the functionality or design of ScaleGrid (and any associated properties) is not permitted. You may not resell or sublicense the Services; ScaleGrid reserves all rights.

4. Prohibited Usage
You are responsible for your use of ScaleGrid‘s Services and all users that access your account to use our Services. You will not engage in any activity that disrupts or interferes with ScaleGrid‘s Services or the networks connected to the Company. Reverse engineering the functionality or design of ScaleGrid (and any associated properties) is not permitted.

You are solely responsible for ensuring that ScaleGrid meets your security needs, and that you select the appropriate security options provided to you, based on the data that you choose to upload to the ScaleGrid Service (including any Customer Data). If you have questions it is your obligation to contact ScaleGrid to address any concerns, or not use the ScaleGrid Service.

You may use the Website and Services only for lawful purposes and in accordance with this Agreement. You agree not to use the Website or Services:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with this Agreement.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website or Service, or which, as determined by us, may harm the Company or users of the Website or Service or expose them to liability.
Additionally, you agree not to:
Use the Website or Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website or Service, including their ability to engage in real time activities through the Website or Service.
Use any device, software or routine that interferes with the proper working of the Website or Service.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website or Service, the server on which the Website or Service is stored, or any server, computer or database connected to the Website or Service.
Attack the Website or Service via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website or Service.
5. Your Responsibilities
5.1 Your Content. You are solely responsible for the development, content, operation, maintenance, and use of any material, content, and other data that you process through our Website or Service, including Customer Data (collectively, ‘Your Content’). You are solely responsible for: (a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service; (b) compliance of Your Content with the End User License Agreement, and applicable law; (c) any claims relating to Your Content.

You represent and warrant that:

You own or control all rights in and to Your Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
All of Your Content do and will comply with this Agreement.
You understand and acknowledge that you are responsible for Your Content you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
5.2 Actions By Your End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement (“End User”), Your Content or use of the Service Offerings