End User License Agreement (EULA) for Gridly

1. License Grant

Prodaigy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Licensed Application on Apple-branded products that you own or control, solely for your personal, non-commercial use in accordance with this EULA and the Apple App Store Terms of Service. This license does not allow you to use the Licensed Application on any Apple product that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time.

2. Restrictions

You agree not to:

• Modify, disassemble, decompile, or reverse engineer the Licensed Application, except to the extent permitted by applicable law.
• Rent, lease, lend, sell, redistribute, or sublicense the Licensed Application.
• Copy (except as expressly permitted by this license and the Usage Rules), create derivative works of, or otherwise exploit the Licensed Application.
• Remove, alter, or obscure any proprietary notices (including copyright or trademark notices) of Prodaigy or its licensors.
• Use the Licensed Application in any manner that violates applicable laws, including export control laws in Canada and the US.
• Use the Licensed Application for any unlawful purpose or in violation of our Terms of Service.

3. Ownership

The Licensed Application and all intellectual property rights therein are owned by Prodaigy or its licensors. This EULA does not grant you any ownership rights. All rights not expressly granted are reserved by Prodaigy.

4. Updates and Maintenance

Prodaigy may provide updates, bug fixes, or new versions of the Licensed Application. These may be automatically downloaded and installed. By using the Licensed Application, you consent to such updates. Prodaigy is not obligated to provide maintenance or support unless required by law.

5. User Data and Privacy

Your use of the Licensed Application is subject to our Privacy Policy, incorporated herein. We collect and use data as described therein, in compliance with applicable Canadian privacy laws (PIPEDA) and US federal and state privacy laws, and Apple policies. For users under 18, access requires parental or guardian involvement, and for under 13, appropriate parental consent as required by applicable law.

5.1 User Content and Moderation

There is no tolerance for objectionable content or abusive behavior in the Licensed Application. Content that is harassing, threatening, obscene, discriminatory, or otherwise objectionable is prohibited. The Licensed Application provides tools to report content and to block users. We review reported content within 24 hours. Content that violates this Agreement is removed, and users responsible for it may have their access restricted or terminated.

6. Electronic Signature Features

The Licensed Application includes electronic signature functionality that allows you to view, review, and electronically sign documents using your mobile device. By using these features, you agree to the following:

• Consent to Electronic Signatures: Before signing any document electronically through the Licensed Application, you will be required to provide explicit consent to: (i) receive and sign documents electronically; (ii) use your electronic signature in lieu of a handwritten signature; and (iii) acknowledge the legally binding nature of your electronic signature.
• Touch/Stylus Signatures: You may create signatures using your finger, stylus, or other input method on your device's touchscreen. The signature you create will be captured and applied to the document as your electronic signature.
• Audit Trail Data Collection: When you sign a document through the Licensed Application, we automatically collect your device's IP address, device information, operating system version, and precise timestamp to create a legally compliant audit trail. This data collection is required for electronic signature validity under applicable laws.
• Document Review Responsibility: You are solely responsible for reviewing the full content of any document before signing. The Licensed Application is not responsible for your understanding or agreement to document terms.
• Network Requirements: Electronic signature features require an active internet connection. You are responsible for ensuring connectivity before signing documents.

The electronic signature features are provided in compliance with the U.S. E-SIGN Act, UETA, and Canada's PIPEDA. See our Terms of Service for complete terms regarding electronic signature services.

7. Termination

This EULA is effective until terminated. It terminates automatically if you violate any terms. Upon termination, you must cease all use and delete all copies of the Licensed Application. Sections regarding ownership, disclaimers, limitations of liability, and indemnity survive termination.

8. Disclaimer of Warranties

THE LICENSED APPLICATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PRODAIGY DOES NOT WARRANT THAT THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRODAIGY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS EULA OR THE LICENSED APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY. IN NO EVENT SHALL PRODAIGY'S AGGREGATE LIABILITY EXCEED THE AMOUNT YOU PAID FOR THE LICENSED APPLICATION IN THE PRIOR 12 MONTHS.

10. Indemnity

You agree to indemnify and hold harmless Prodaigy, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from your use of the Licensed Application or violation of this EULA.

11. Governing Law and Dispute Resolution

This EULA is governed by the laws of Ontario, Canada, without regard to conflict of laws principles. Disputes shall be resolved through informal negotiation, followed by binding arbitration in Ontario, Canada, unless prohibited by law. No class actions; individual basis only. Jury trial waiver for non-arbitrable disputes.

12. Acknowledgments

You acknowledge that:

• This EULA is between you and Prodaigy, not Apple.
• Apple and its subsidiaries are third-party beneficiaries and may enforce this EULA.
• Apple has no obligation to provide maintenance or support.
• In the event of any failure to conform to warranty, you may notify Apple for a refund of the purchase price, if any. Apple has no other warranty obligations.
• Apple is not responsible for claims related to the Licensed Application, including product liability, intellectual property infringement, or non-conformance with legal requirements.

13. Amendments

Prodaigy may amend this EULA at any time by posting updates. Continued use constitutes acceptance. Material changes will be notified as required by law.

14. Entire Agreement

This EULA, together with our Terms of Service and Privacy Policy, constitutes the entire agreement. If any provision is invalid, the remainder remains in effect.