Review Date: July 30, 2013

Introduction

GridSpy reserves the right to regularly review the Terms and apply changes. This right of review and change extends across all GridSpy Terms documents, including but not limited to, the Privacy Policy and the Terms of Sale. Please review these documents regularly. (See below : Change to the Terms of Service)

GridSpy Limited, as applicable, may be referred to in these Terms of Service as “GridSpy,” “GridSpy Energy Monitoring Solution,” “System”, “Service,” “we” and “us”.

The Terms of Service

The Terms of Service constitutes a contract between GridSpy and the user. The Terms include the provisions set forth in this document and in the GridSpy Privacy Policy, Terms of Sale, Information documents and other terms or conditions that may be presented to you from time to time in connection with specific Service offerings (all of which we collectively refer to as the “Terms of Service” or “Terms”). For more on the Products and Service GridSpy offers please browse our general site or view the Product and Service definitions in the Terms of Sale

If you do not agree to these Terms, you do not have the right to access or use our Products and our Service. If you do use our Products and our Service, your use shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract. Once product is purchased from GridSpy and/or you access your personal/organisation Cloud Dash you have agreed to all Terms and are subject to all Terms.

By using the Product and Service, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, the use and treatment of your Account Information and your Content in accordance with such Privacy Policy. By using the Service, you acknowledge, accept and agree with all provisions of the Subscription Policy, including the monthly fee for the Base Subscription Service calculated against the amount of GridNodes per site that will be charged according to calendar months. (See: GridSpy Subscription Policy)

The GridSpy Service

The GridSpy Service consists of GridSpy Software and Products (See: GridSpy Device Overview), and other products, services and websites hosted or made available by GridSpy, secure server storage, and all other Product and Service which enable you to monitor energy and quickly make and view changes to energy practice (collectively, the “Service”). In exchange for being enabled to use the Service, you agree to abide by these Terms.

GridSpy will fulfill your order and ship on a Thursday once payment in full is received and if the stock is available. You will be notified if there is a delay to shipping. GridSpy retains the right to provide flexibility on a payment date and a shipping date at its discretion. Please see Terms of Sale for more on this.

Organisations who intend to purchase regularly from GridSpy are welcome to contact us to apply for credit.

The Parties of the Contract

You are one party to the contract. You may be an individual, an organisation, or many individuals across an organisation. GridSpy is the other party and is based in Auckland, New Zealand. There may at times be a third party involved who has sold you the product and/or Service or commissioned the product or is completing analysis drawn from data collected by the Product and Service. GridSpy may have an agreement with this third party and therefore indirectly you, or an agreement with this third party and directly you. Any use of the GridSpy Products and or Service by you, even if sold to you by a third party, constitutes agreements to the Terms.

Change to the Terms of Service

The Terms of Service will be reviewed regularly. Changes in Terms are likely, due to changes in our Products and our Service and the laws that apply to us and you. If we make a change, we will do our best to provide you with advance notice, although in some situations, such as where a change is required to satisfy applicable legal requirements, an update to these Terms may need to be effective immediately. We’ll announce changes here at our site, and we also may elect to notify you of changes by sending an email to the address you have provided to us. We may also try to explain the reasons for the change.

If we do update these Terms, you are free to decide whether to accept the terms or to stop using our Products and Service (see “How is My Account Closed” below). Your continued use of the Service after the update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose unless agreed to by both you and GridSpy.

How To Use the GridSpy Service

First you need to purchase a GridSpy Energy Monitoring Solution. Then the solution (products/hardware and software) is to be installed, during which you will require the services of an electrician of your choice. Once installed you will be able to see live updates of your energy use online. Ongoing access to the Cloud dashboard as well as other services and infrastructure accrue a monthly charge. This is called the Subscription Service. See more on this below.

GridSpy Subscription Policy

The GridSpy Base Subscription fee covers, but is not limited to, all ongoing software upgrades, secure and ongoing offsite storage of data, maintenance of and access to the data in the cloud, improvements to the access and presentation of the data and the online dashboard, all ongoing email and phone support for the life of the product including during commissioning, all supporting administrative and infrastructure support required to bring you this service and the Product. This is the Base Subscription Service and is the base for all future tiered offerings.

The GridSpy subscription is paid whether or not you are regularly uploading data to the web or accessing your dash.

Once you have purchased a system you have agreed to the full Terms as set out in this and previously referred to documents. The Subscription Service is calculated against the amount of GridNodes per site, but is in no way related to only the GridNodes or to the collection of, or the uploading of, live data; it is the full service as outlined above. We find calculating it against the GridNodes allows us to accurately scope the level of service and support required.

As it currently stands, the Base Subscription Service is charged out at NZD20 per GridNode per calendar month. GridSpy will never raise this amount for established sites and reserves the right to reduce it. For large sites or across many sites by the one organisation GridSpy reserves the right to offer a discount to the subscription calculation. Note: you cannot use the GridSpy Products and access the Cloud Dash without at least the Base Subscription Service.

GridSpy reserves the right to offer 1 month or 1 part month free at the start of the Base Subscription Service to new purchases. The 1 month or part month starts from the date of shipping. GridSpy will start charging the Subscription Fee once this period is over and will charge by the calendar month regardless of how long a system has been commissioned, collecting data, online, or a user is accessing the online dashboard. GridSpy will charge the subscription even if the system and user is not currently online or installed.

GridSpy reserves the right to provide flexibility around charging and may at its discretion offer ‘payment holidays’ negotiated by written permission from the user for long periods of non-commission. Note: there are NO ‘payment holidays’ for short decommissions or GridSpy Product that is regularly moved around sites. Additionally, use of the system for part of a month always counts for a whole calendar month of Subscription Fee.

Purchase of the GridSpy Products and System and use of the Service and Cloud Dash provides your agreement to these Terms and the GridSpy Subscription Service. You agree to pay each calendar month of Subscription by the 20th of the following month.

GridSpy Cloud Dash

Once GridSpy Product is purchased installed and commissioned, you will be able to view real time updates on your personal/organisation Cloud Dash. This dash is private to you the user and can only be made public via your permission and you choosing to do so in settings on your dash. GridSpy recommends that there is one overall administrator user in your organisation and that not too many logins are given out if privacy is important to you.

GridSpy will always endeavour to keep your information private and will not knowingly or willfully share it with non-agreed third parties without your permission. For an organisation we will not give out personal logins unless advised to by the lead administrator. For more on this please see our Privacy Policy.

Once you have purchased product and your cloud dash account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Product and Service subject to these Terms, for so long as you are not barred from receiving the Service or using the Product under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the GridSpy software and product provided to you by or on behalf of GridSpy, for the sole purpose of enabling you to use the GridSpy System and enjoy the benefit of the Products and Service, subject to any applicable license terms provided with the GridSpy System and these Terms, until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in GridSpy, GridSpy Products or the Service.

The Data Belongs to You/Your Organisation

You or the organisation you work for retain copyright and any other rights you already held in your data content before you submitted, uploaded posted or displayed it on or through the GridSpy Service. But you do have to grant GridSpy a limited license, as described below, so we can make your data accessible to you and usable on the Service. Other than this limited license and other rights you grant in these Terms, GridSpy acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.

The License You Grant To GridSpy

In order to enable GridSpy to operate the Service and access to your personal Cloud Dash, we must obtain from you certain license and other rights to the Content and Data you submit so that our processing, maintenance, storage, technical reproduction, back-up and distribution and related handling of your Content and Data does not infringe applicable privacy copyright and other laws. This means that by using the Service and uploading Content and Data, you grant GridSpy a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure content is viewable on smart phones as well as computers) and reproduce such Content to enable GridSpy to operate the Service. The display of the data will be for you only and not made public unless you choose it to be.

You agree that these rights and licenses are royalty free, irrevocable and worldwide (for so long as your Content and Data is stored with us), and include a right for GridSpy to make such Content and Data available to, and pass these rights along to, others with whom GridSpy has contractual relationships related to the provision of the GridSpy Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if GridSpy determines such access is necessary to comply with its legal obligations.

If you elect to use any third party service or application that is integrated with GridSpy, you also agree that the licenses granted to GridSpy in the preceding paragraph shall apply to Content and Data that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Content and/or Data, you grant GridSpy the right and license to enable such access to your Content and Data.

You also represent to us that, by submitting Content and Data to GridSpy and accessing this Content and Data you grant GridSpy the rights described in these Terms and all other GridSpy Terms documents. Use of our Service also means you are taking all steps not to infringe the rights of any person or third party.

Finally, you understand and agree that GridSpy, in performing the required technical steps to provide the Service to our users, may make such changes to your Content and Data as are necessary to conform and adapt that Content and Data to the technical requirements of connecting networks, devices, services, products or media.

User Responsibility: Hardware and the Cloud Dash

Your use of the Service must be in accordance with these Terms and all other GridSpy Term Documents. You as the user are expected to commission the product in compliance with the instructions and have a registered electrician fit the current transformers to the loads.

When it comes to your use of GridSpy Products and the Cloud Dash and the GridSpy Service, you agree that you are responsible for your own conduct and all conduct under your account and associated user logins. This means all Content and Data uploaded, added, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or uploaded the Data or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third party application or services integrated with GridSpy.

Will GridSpy Look At My Content?

Your privacy in your Cloud Dash is a paramount concern for us. However, there are limited circumstances in which we may have the need to review part or all of your Content and Data on the cloud, as discussed in our Privacy Policy.

Will Anyone Else See My Content?

Except as described here and in our Privacy Policy, unless you elect to enable others to view or have access to the Content and Data you submit to the Cloud Dash via the Service, no one else should see your Content and Data without your consent. It is up to you who you share it with within an organisation and if you make public the data in lobby displays or public online. Of course, if you do elect to publish or share any portion of your Content and data by displaying it on the Public Dash at www.gridspy.com then you would be enabling all viewers of the GridSpy website access to view your Content, Data and limited building, organisation or personal data.

In addition, GridSpy enables you to use a variety of third party services and applications that interact with the GridSpy Cloud Dash and Service and your Content and Data, and you should review the access rights you provide to those services or applications, as you may enable them to access your Content through your agreements with those parties.

GridSpy Content Rights

While you own the Content and Data you store with GridSpy, you acknowledge and agree that GridSpy (and our licensors) own(s) all legal right, title and interest in and to the GridSpy Products and Service, including, without limitation, all software comprising any part of the Service that is hosted on GridSpy’s servers and makes up any Product, and all current and future firmware, hardware and software developed for purchase for the GridSpy Energy Monitoring Solution.

Intellectual Property Rights

In agreeing to these Terms, you also agree that the rights in the GridSpy Energy Monitoring Solution Products and the GridSpy Cloud Dash and Service and Software, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any GridSpy Product on online Software application, unless you are expressly permitted to do so under an open source license or we give you express written permission.

Right of GridSpy to Modify the Service

We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service and any GridSpy Software, Firmware or Hardware, including changes that may affect the previous mode of operation of the Product and Service. We expect that any such modifications will enhance the overall Products and Service. We also reserve the right to establish limits to the nature or size of storage available to you, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and Data, and impose other limitations at any time, with or without notice. For example, limits or stopping of the Service may come in to place if there is a refusal to pay the monthly Subscription.

You also acknowledge that a variety of GridSpy actions may impair or prevent you from accessing your Content and Data or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that GridSpy has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content and/or Data. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service. If you find that any such modifications or interruption of the Service adversely affects you, you may notify us, explain the adverse impact the modification has created and, if you desire, request a termination of your Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification. It is GridSpy’s intent to always make any disruption to the Service minimal for you. It is GridSpy’s intent that all modifications and updates will improve the overall experience of the user.

Right of GridSpy to Engage Third Parties

GridSpy may from time to time engage certain affiliates or other third parties to provide technical or other services relating to all or part of the development of the Product and the delivery of the Service to you, and you hereby agree that such third party involvement is acceptable.

Right of GridSpy to Use Third-Party Software

GridSpy may from time to time include as part of the Service and its Products access to uploaded data software supplied by third parties which is utilised by permission of the respective licensors and/or copyright holders on the terms provided by such parties. GridSpy expressly disclaims any warranty or other assurance to you regarding such third party software.

Right of GridSpy to Update Our Software/Firmware

In connection with any modification of the Service and Product, GridSpy may automatically download software updates on your devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service and Product. GridSpy may endeavor to provide you with the option of whether or not to install the update; however, in most circumstances (e.g., security or patches, improving functionality), GridSpy may require you to install the update to continue accessing the Service. It is likely most updates will be automatic and not require the user to do anything. In all cases, you agree to permit GridSpy to deliver these updates to you (and you to receive them) as part of your use of the Service.

Secure Data Storage

The GridSpy Energy Monitoring Solution and products and Online Cloud Dash and Service is currently available in New Zealand and Australia. We are also getting ready to launch in the Pacific, North America (including Canada) and the United Kingdom. All data storage for all markets currently takes place in New Zealand in secure patrolled unmarked offices. If you use the Service, you acknowledge that you may be sending electronic communications (including your personal account information and Content and Data), through computer networks and server storage owned by GridSpy and third parties located in New Zealand. As a result, your use of the Service could result in international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.

We reserve the right to move both your data and our backend servers to multiple locations both in New Zealand and abroad as required. If and when we do we will post an update at this site. Your continuation of the Service constitutes your agreement to your data being stored in a new location.

Closure of an Account

You may close your account with our Service at any time, for any reason (or no reason), and you don’t even have to give us notice, though it would help us to help you. However, if you desire to deactivate your account you need to take certain specific steps, which include decommissioning the site and making arrangements for your historical information stored in the cloud.

GridSpy may suspend access to your account, or close your account, with or without notice according to these Terms. Reasons for GridSpy suspending or closing your account may include, without limitation: (i) breach or violation of these Terms or any Separate Agreement, (ii) an extended period of inactivity (determined in GridSpy’s sole discretion), (iii) your nonpayment of any fees or other sums due GridSpy or any other party related to your use of the Service, (iv) the discontinuance or material modification of the Service (or any part thereof) or (vi) unexpected technical or security issues or problems.

In most cases, in the event we elect to close your account, we will provide at least 30 days advance notice to you at the email address you have provided to us, so you have a chance to retrieve any Content and Data stored on GridSpy’s servers (unless we determine that we are legally prohibited from enabling you to do so). After the expiration of this notice period, you will no longer be able to retrieve Content and Data contained in that account or otherwise use the Service through that account unless expressly negotiated via writing with GridSpy.

Third-Party Links

We may include or recommend third party resources, materials and developers and/or links to third party websites and applications as part of, or in connection with, the Products and the Service. We have no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.

Indemnity

You agree to indemnify and hold GridSpy, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

The GridSpy Products and Service Is Available “As Is.” YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRIDSPY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) GRIDSPY DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE AND ANY COMMISONING OF ANY GRIDSPY HARDWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SITE, COMPUTER, OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRIDSPY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GRIDSPY, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF GRIDSPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE THE SERVICE AND PRODUCTS;
(ii)THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA;
(iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE;
(v) GRIDSPY’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION;
(vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE;
(viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED PRODUCT OR SERVICE;
(ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE;
OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.

Exclusions and Limitations

NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Your Address for Notices

Please keep your Account Information accurate, complete and up to date. We may provide you with notices by email, regular mail or postings on the web site(s) related to the affected Service. It is likely we will contact you by email as preference. Best Way to Contact GridSpy Except where these Terms or any Separate Agreement specifically provide for use of a different means or address for notice, any notice to GridSpy is best sent via email. You may use a GridSpy staffer email or info@gridspy.com. This email address may be updated as part of any update to these Terms of Service. If you are unable to deliver notice via email, you may send a notice to us at the following address:

GridSpy Limited
PO Box 11 767
Ellerslie
Auckland 1542
New Zealand

Complaints or Faulty Goods

Let us know as soon as possible if you are experiencing any difficulties or issues. We want to know if you have a problem so we encourage you to contact our Customer Support team if you have any concerns with respect to the operation of the Service or the Product or the Online Dash. We always will endeavour to respond in as timely a fashion as possible and we want to ensure that you have an excellent experience.

If you have a faulty Product please review the Terms of Sale to see if you qualify for a replacement. GridSpy always tries to send out only fully functioning product guaranteed to work as described without issues. GridSpy will honour faulty product under a 3-year back-to-base warranty.

In Addition

A couple of final, but important points. First, these Terms constitute the entire agreement between you and GridSpy and govern your use of the GridSpy Products, access to and use of the Cloud Dash and the GridSpy Service, except and only then, to the extent that you have entered into a Separate Written and Signed Agreement. These Terms supersede any prior agreements or earlier versions of these Terms between you and GridSpy for the use of the Service. If, through accessing or using the Products and Service, you utilise or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.

Second, you acknowledge and agree that each affiliate of GridSpy shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.

Finally, the section headings in these Terms of Service are for convenience only and have no legal or contractual effect.