Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and ConvertGrid, Inc. ("ConvertGrid," "we," "us," or "our"), a Delaware corporation, governing your access to and use of the ConvertGrid platform, website, APIs, and all related services (collectively, the "Services").

By clicking "I agree," "Sign Up," or by otherwise accessing or using the Services, you represent that: (a) you have read and understood these Terms; (b) you have the legal authority to enter into this agreement on behalf of yourself or the organization you represent; and (c) you agree to be bound by these Terms.

If you are using the Services on behalf of a company or other legal entity, references to "you" include both you individually and that entity, and you represent that you have the authority to bind that entity to these Terms.

2. Definitions

• "Account" means the account you create to access and use the Services.
• "Campaign" means any popup, banner, notification, form, or other on-site experience created using the ConvertGrid platform.
• "Customer Content" means any text, images, data, code, or other material you submit to, upload to, or create within the Services.
• "End Users" means the visitors to your website(s) who interact with your Campaigns.
• "Subscription Plan" means the paid tier you have selected, as described on our Pricing page.
• "Subscription Term" means the period during which you have an active paid subscription (monthly or annual).
• "Usage Limits" means the page views, campaign impressions, and other quantitative limits associated with your Subscription Plan.
• "Documentation" means any product guides, help articles, or API references made available by ConvertGrid.

3. Account Registration & Security

To access the Services you must register for an Account. You agree to:

• Provide accurate, current, and complete information during registration.
• Keep your account information up to date.
• Keep your password confidential and not share access credentials with unauthorized parties.
• Notify us immediately at security@convertgrid.com if you suspect unauthorized access to your Account.
• Accept responsibility for all activity that occurs under your Account.

You may not create an Account using a false identity or on behalf of someone else without authorization. ConvertGrid reserves the right to refuse registration or cancel an Account at our sole discretion.

We strongly recommend enabling two-factor authentication (2FA) for your Account. ConvertGrid is not liable for losses caused by unauthorized access resulting from your failure to maintain password security.

4. Services & Features

ConvertGrid provides a Software-as-a-Service (SaaS) conversion optimization platform that enables you to create, deploy, and analyze on-site campaigns including popups, sticky bars, slide-ins, embedded forms, spin-to-win widgets, and other interactive experiences.

The specific features available to you depend on your Subscription Plan. ConvertGrid reserves the right to:

• Modify, add, or remove features from any plan with reasonable advance notice.
• Introduce new features, which may be offered on a paid basis even if similar functionality exists at your current tier.
• Perform scheduled or emergency maintenance that may cause temporary unavailability.

We target 99.9% uptime for paid plans, excluding scheduled maintenance and events outside our reasonable control. Uptime metrics are published on our status page at status.convertgrid.com.

5. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not use the Services to:

5.1 Prohibited Content

• Create Campaigns containing false, misleading, deceptive, or fraudulent content.
• Promote illegal products or services, including but not limited to counterfeit goods, unlicensed pharmaceuticals, or illegal weapons.
• Distribute malware, spyware, adware, or any malicious code.
• Infringe or violate any third party's intellectual property, privacy, or other legal rights.
• Harvest, collect, or store personal data without proper consent and a lawful basis under applicable privacy laws.
• Display adult content, graphic violence, or hate speech.

5.2 Prohibited Technical Conduct

• Attempt to reverse engineer, decompile, disassemble, or derive source code from the Services.
• Use automated bots, scrapers, or scripts to access the Services in a way that imposes unreasonable load on our infrastructure.
• Circumvent, disable, or tamper with security features or access controls.
• Use the Services to conduct penetration testing, vulnerability scanning, or security testing without prior written consent.
• Resell, sublicense, or white-label the Services without a separate written reseller agreement with ConvertGrid.
• Frame or mirror any portion of the Services without written authorization.

5.3 Compliance with Laws

You are solely responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including but not limited to GDPR, CCPA, CAN-SPAM, CASL, TCPA, and any local consumer protection laws. This includes obtaining all necessary consents from your End Users before deploying Campaigns that collect personal data.

6. Customer Content

6.1 Your Ownership

You retain all ownership rights to your Customer Content. ConvertGrid does not claim any ownership over the content, data, or campaigns you create within the platform.

6.2 License to ConvertGrid

By submitting Customer Content to the Services, you grant ConvertGrid a limited, non-exclusive, royalty-free, worldwide license to host, store, process, display, and transmit your Customer Content solely to the extent necessary to provide and improve the Services and to fulfill our obligations under these Terms.

6.3 Your Responsibility

You are solely responsible for the accuracy, legality, and appropriateness of all Customer Content. You represent and warrant that:

• You own or have the necessary rights to all Customer Content you submit.
• Your Customer Content does not violate any applicable laws or third-party rights.
• You have obtained all required consents from End Users for data collection activities.

6.4 Content Moderation

ConvertGrid reserves the right to review, remove, or disable access to any Customer Content that we believe violates these Terms, our Acceptable Use Policy, or applicable law — without prior notice and without liability to you.

7. Subscriptions & Billing

7.1 Subscription Plans

ConvertGrid offers the following subscription tiers. Current pricing is available on our Pricing page:

7.2 Payment Terms

All fees are due in advance. By providing payment information you authorize ConvertGrid (through our payment processor, Stripe) to charge the fees for your selected plan on a recurring basis until you cancel. All amounts are in USD unless otherwise stated.

7.3 Auto-Renewal

Subscriptions automatically renew at the end of each billing period (monthly or annual) unless you cancel before the renewal date. You can cancel at any time from Account Settings → Billing.

7.4 Price Changes

ConvertGrid may change subscription prices with at least 30 days' written notice. Price changes take effect at your next renewal date. Continued use of the Services after a price change constitutes acceptance of the new pricing.

7.5 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes, duties, and levies imposed by any governmental authority arising from your subscription, excluding taxes based on ConvertGrid's net income.

7.6 Refund Policy

Annual subscriptions are eligible for a full refund within 14 days of the initial purchase or renewal date ("cooling-off period"). Monthly subscriptions are non-refundable once the billing period has begun. Downgrade credits are applied to future invoices, not refunded as cash. Refund requests must be submitted to billing@convertgrid.com.

7.7 Overages

If your usage exceeds your plan's page view or impression limits, ConvertGrid may: (a) automatically pause your campaigns until the next billing cycle; (b) prompt you to upgrade your plan; or (c) apply overage charges as specified on your plan's pricing page. We will notify you when you reach 80% and 100% of your monthly limits.

7.8 Late Payment

If payment fails, we will retry the charge and notify you by email. If payment remains unsuccessful after 7 days, your Account may be downgraded to the Free plan and paid features suspended until payment is received. Accounts with outstanding balances for more than 30 days may be terminated.

8. Free Trial & Free Plan

ConvertGrid may offer a free trial of paid features for a limited period ("Trial Period"). At the end of the Trial Period, you will be automatically charged for the plan you selected unless you cancel before the Trial Period ends.

The Free Plan is provided at no cost and is subject to the usage limits specified on our Pricing page. ConvertGrid reserves the right to modify or discontinue the Free Plan at any time with 30 days' notice. Free Plan accounts inactive for more than 6 consecutive months may be subject to deletion after notice.

9. Intellectual Property

9.1 ConvertGrid IP

The Services, including all software, algorithms, interfaces, documentation, trademarks, logos, and other materials, are owned by ConvertGrid and protected by copyright, trademark, patent, and other intellectual property laws. These Terms do not grant you any ownership interest in the Services.

9.2 License to Use

Subject to your compliance with these Terms and timely payment of applicable fees, ConvertGrid grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during your Subscription Term solely for your internal business purposes.

9.3 Feedback

If you provide ConvertGrid with suggestions, ideas, or feedback about the Services ("Feedback"), you grant ConvertGrid a perpetual, irrevocable, royalty-free license to use and incorporate that Feedback into our Services without obligation to you.

9.4 Restrictions

You may not: (a) copy, modify, or create derivative works of the Services; (b) sell, resell, license, or sublicense the Services without written authorization; (c) use ConvertGrid's trademarks, logos, or branding without our prior written consent; or (d) remove any proprietary notices from the Services.

10. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to: (a) keep the other party's Confidential Information confidential using at least the same care it uses for its own confidential information (but no less than reasonable care); (b) not disclose such information to third parties without prior written consent; and (c) use such information only as necessary to fulfill obligations under these Terms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law or court order (with prompt notice to the disclosing party where permitted).

11. Privacy & Data Processing

ConvertGrid's collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

To the extent that you use the Services to process personal data of your End Users on your behalf, ConvertGrid acts as a data processor and you act as the data controller. By using the Services you agree to our Data Processing Agreement (DPA), which governs our respective obligations under applicable data protection laws (including GDPR). A copy of our standard DPA is available upon request at privacy@convertgrid.com.

You are responsible for: (a) having a lawful basis for collecting and processing End User data; (b) providing appropriate privacy notices to your End Users; (c) obtaining all necessary consents; and (d) ensuring your use of ConvertGrid complies with all applicable privacy laws.

12. Disclaimers & Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONVERTGRID EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA, CONTENT, OR RESULTS.
• WARRANTIES THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS OR CONVERSION GOALS.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

13.1 Exclusion of Indirect Damages. NEITHER CONVERTGRID NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability. CONVERTGRID'S TOTAL CUMULATIVE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL BE LIMITED TO THE GREATER OF: (A) THE AMOUNTS YOU PAID TO CONVERTGRID IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

13.3 Exceptions. The limitations above do not apply to: (a) either party's indemnification obligations; (b) either party's fraud or willful misconduct; or (c) liability that cannot be excluded under applicable law (e.g. death or personal injury caused by negligence).

The parties acknowledge that the limitations reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties.

14. Indemnification

You agree to indemnify, defend, and hold harmless ConvertGrid and its officers, directors, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or the Acceptable Use Policy.
• Your Customer Content or your End Users' interactions with your Campaigns.
• Your violation of any applicable law, regulation, or third-party right (including privacy rights).
• Any claim that your use of the Services caused harm to a third party.

ConvertGrid reserves the right to assume exclusive control of any indemnified claim at our expense, and you agree to cooperate with our defense of such claims.

15. Termination & Suspension

15.1 Termination by You

You may cancel your subscription at any time from Account Settings → Billing. Cancellation takes effect at the end of your current billing period. You will retain access to paid features until that date. After cancellation, your Account is downgraded to the Free Plan (if available) or closed.

15.2 Termination by ConvertGrid

ConvertGrid may suspend or terminate your Account and access to the Services:

• For cause: Immediately and without notice if you materially breach these Terms, violate the Acceptable Use Policy, engage in fraudulent or illegal activity, or fail to pay fees when due.
• For convenience: With 30 days' written notice for any other reason.
• Discontinuation of Services: With 60 days' notice if we decide to discontinue the Services entirely.

15.3 Effect of Termination

Upon termination: (a) all licenses granted to you under these Terms immediately terminate; (b) your Campaigns are deactivated and removed from your website; (c) you lose access to your Account and Customer Content. You are responsible for exporting your data before termination. ConvertGrid will retain and delete your data in accordance with our Privacy Policy. Sections that by their nature should survive termination (including payment obligations, IP, confidentiality, disclaimers, and limitation of liability) will survive.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of the State of California, USA, without regard to its conflict of law principles. You and ConvertGrid each consent to the exclusive personal jurisdiction and venue of the state and federal courts located in San Francisco County, California for any disputes not subject to arbitration.

If you are a consumer resident of the European Union, you may also benefit from any mandatory consumer protection provisions of the laws of your country of residence that cannot be waived by contract.

17. Dispute Resolution & Arbitration

17.1 Informal Resolution First

Before initiating formal proceedings, you agree to contact us at legal@convertgrid.com and attempt to resolve the dispute informally. We will try to resolve the dispute within 30 days of receiving your written notice.

17.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (except as noted below) will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted in San Francisco, California, or by video conference. The arbitrator's decision will be final and binding.

17.3 Class Action Waiver

YOU AND CONVERTGRID 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 CLASS OR REPRESENTATIVE ACTION. If this waiver is unenforceable, the arbitration provision will be void.

17.4 Exceptions

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened: (a) infringement, misappropriation, or violation of intellectual property rights; or (b) unauthorized access to or use of the Services.

18. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Post the updated Terms on this page with a revised "Last Updated" date.
• Send an email notification to the address on your Account at least 14 days before changes take effect.
• Display a prominent in-app notice alerting you to the update.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services before the changes take effect and you may cancel your subscription for a pro-rata refund.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy, any applicable Order Form, and any DPA, constitute the entire agreement between you and ConvertGrid regarding the Services and supersede all prior agreements, representations, and understandings.

19.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force.

19.3 Waiver

ConvertGrid's failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. Any waiver must be in writing and signed by an authorized ConvertGrid representative.

19.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without ConvertGrid's prior written consent. ConvertGrid may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets, without your consent. Any attempted assignment in violation of this provision is void.

19.5 Force Majeure

Neither party will be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, power outages, or internet infrastructure failures — provided the affected party promptly notifies the other party and uses reasonable efforts to resume performance.

19.6 Notices

Legal notices to ConvertGrid must be sent in writing to our registered address or via email to legal@convertgrid.com. Notices to you will be sent to the email address on your Account and are deemed delivered 24 hours after sending.

19.7 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any rights in any third party.

19.8 Headings

Section headings in these Terms are for convenience only and have no legal or contractual effect.

20. Contact Us

If you have questions about these Terms of Service, please contact our Legal Team: