Welcome to our website. EnerNOC, Inc. owns, controls and maintains this site for your information and education and as a service to the internet community. Any information contained or referenced in this website is suitable only as an introduction to our company. For specific information please contact us directly.
Through your access to and use of this website, you accept, without limitation or qualification, the terms and conditions set forth below. Please review the following terms and conditions concerning your use of our website. By accessing and using any information and/or materials from our website, you agree to be bound by these terms and conditions. We reserve the right to change these terms and conditions from time to time at our sole discretion. If you do not agree with these terms and conditions, do not use our website. In the case of any violation of these terms and conditions, we reserve the right to seek all remedies available by law and in equity for such violations. These terms and conditions apply to all visits to our website.
All contents on our website are, to the extent possible, protected by copyright or are otherwise proprietary. You may view and copy materials on the public portions of our website solely for non-commercial, personal and informational use. Any copy of this material or information you copy shall retain all copyright and other proprietary notices in the same form and manner as on the original. No other use of the information is authorized. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or right under any patent, trademark or copyright of any third party or ours.
Although we have attempted to provide accurate information on our website, we assume no responsibility for the accuracy of the information. In particular, we may not update our website on a daily or other regular basis. As such, the information and materials contained on our website may be out of date or include omissions or other errors. We may change the information provided on our website at any time without notice and we will not be liable in any way for possible consequences of such changes.
All information provided on our website is provided "AS IS" without warranty of any kind. We disclaim all warranties, express or implied, including those of merchantability and fitness for a particular purpose. Furthermore, we shall not be liable in any manner whatsoever for direct, indirect, incidental, consequential or punitive damages resulting from the use of, or inability to use, the information on our website or any information provided through linked websites. In addition, we shall not be liable in any way for possible errors or omissions in the content of our website.
We make no representation or warranty, express or implied, that any use of the information contained in our website will not infringe on any patent, copyright or trademark.
This website is also not intended to be used in making any decision relating to an investment in the securities of EnerNOC, Inc. Investors or prospective investors are urged to review and carefully consider the investment materials that we provide in connection with any offering of securities, and all information contained on this website is qualified in its entirety by reference to such investment materials, including the risk factors contained in those investment materials.
Any communication or material you transmit to our website by electronic mail or otherwise, or user content that you post to our website, including any data, feedback, questions, comments, suggestions, or the like, is and will be treated as non-confidential and non-proprietary. Unless specifically agreed to by us in writing, we shall have no obligation of any kind with respect to such information, and shall be free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in such information, including, without limitation, responses to questionnaires or through postings to this website without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving this website. Furthermore, by posting any User Content on our website, submitting any communication, material or User Content to us, or in responding to questionnaires, you grant us a perpetual, non-exclusive, royalty-free irrevocable license and right to display, use, reproduce, modify, disclose or distribute such information in any media, software or technology of any kind now existing or developed in the future.
We do not accept unsolicited materials or ideas for use, and are not responsible for the similarity of any of its content or product offerings to materials or ideas transmitted to us. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against EnerNOC, Inc. and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the idea you sent. The sender of any communications to this site shall be responsible for the content and information contained therein, including its truthfulness and accuracy.
This website contains third party information. Such information is, wherever reasonably possible, marked with the name of the source. Such third party information does not necessarily represent our views and we take no responsibility whatsoever for such third party information, nor do we adopt or endorse any such information.
You agree to indemnify, defend and hold harmless EnerNOC, Inc., its subsidiaries, affiliates, directors, officers, employees, agents and assigns of same, from and against any and all loss, costs, expenses (including reasonable attorneys' fees and expenses), claims, damages and liabilities related to, or associated with, your use of this website and any violation of these terms and conditions by you.
Our website may contain hyperlinks to websites owned and/or controlled by other parties. Access to any other website is at your own risk and will result in you leaving EnerNOC's website. Where we provide a hyperlink to a third party's website, we do so because we believe that such website contains or may contain material which is relevant to that on our website. EnerNOC has not reviewed all of these third party sites and does not control and is not responsible for the accuracy or reliability of any information accessible from these websites. In certain instances, a hyperlink may connect you to a third-party's website containing views contrary to those expressed on our website or otherwise held by EnerNOC.
Our trademarks include: EnerNOC, GET MORE FROM ENERGY, ENERBLOG, CARBONTRAK, POWERTRAK, POWERTALK, CAPACITY ON DEMAND, CELERITY ENERGY, CLEAN GREEN CALIFORNIA, ONE CLICK CURTAILMENT, EnerNOC PLC PREDICTOR SERVICE, ENODE, FLUX, ENERGY FOR EDUCATION, ONTARIO LIGHTS THE WAY, SOUTH RIVER ENERGY RISK REPORT CARD, THE CLEANEST KWH IS THE ONE NEVER USED, and THE GREENEST KILOWATT-HOUR IS THE ONE NEVER USED. Other trademarks, servicemarks and trade names appearing in this website are the property of their holders.
The information on this website contains forward-looking statements about our business and prospects, such as statements concerning our ability to market, commercialize, and achieve market acceptance for our demand response and other energy management solutions. Such statements are based on management's current expectations and are subject to a number of risks, factors and uncertainties that may cause actual results, events and performance to differ materially from those referred to in the forward-looking statements. These risks include, but are not limited to, changes in the available demand response capacity provided by EnerNOC's programs, loss of a significant customer, technological developments that reduce peak demand or increase power supplies and actions of customers and competitors. Consequently, no forward-looking statement can be guaranteed, and actual results may vary materially.
Utility Software Terms and Conditions
Last Updated: August, 2015.
THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS THAT WILL GOVERN OUR AND YOUR RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS WITH RESPECT TO THE PROVISION OF THE SOLUTIONS. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN. THIS AGREEMENT IS EFFECTIVE ON THE DATE OF YOUR ACCEPTANCE (“EFFECTIVE DATE”).
AS USED IN THIS AGREEMENT, “YOU” OR “YOUR” SHALL MEAN THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACCEPTING THIS AGREEMENT, AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND SUCH COMPANY OR ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN. "WE," "US" OR "OUR" SHALL MEAN ENERNOC, INC., ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUBSIDIARIES.
- Our Obligations. We will provide You access to, and use of, the websites ("Sites") and solutions (collectively, the "Solutions") that are provided by Us, which include resources, information and feedback about your energy use and efficiency. We provide the Solutions directly to users or We may work with utility providers, public institutions, or other partners ("Partners" and each, a "Partner") to deliver Solutions to users through partnered websites or platforms ("Partner Sites"). These Partner Sites are governed by these terms, any terms and conditions of the Partner, and Our privacy policies and the Partner’s privacy policies. Where Our Partner is a utility provider that provides online or offline utility-specific services to You, all utility-specific services, including any collection, use and disclosure of Your information in the provision of the utility-specific services, is governed by that utility’s own terms of service (and not this Agreement). These utility-specific services are being provided to You by the utility provider and not by Us.
- Your Obligations. You will (i) be responsible for Your Representatives' (as defined below) compliance with this Agreement; (ii) be responsible for the accuracy, quality and legality of any electronic data or information submitted by Customer in furtherance of the Solutions ("Customer Data") or information You submit in furtherance of the Solutions; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Solutions, and (iv) use the Solutions only in accordance with the terms of this Agreement and applicable laws and government regulations.
- Use and Access. We grant You a limited, revocable, non-transferrable (except as set forth herein) and non-exclusive right to use and access (including through remote means) the Solutions solely for Your internal business operations and subject to the terms of this Agreement. Without limiting the terms of this Agreement, You agree not to (i) decompile, disassemble, reverse engineer or otherwise attempt to perceive the source code relating to the Solutions; (ii) modify, copy or create any derivative works based on the Solutions; (iii) download, save, distribute or otherwise exploit any part of the Solutions, other than the downloading of Customer Data through the use of the export function of the Solutions; or (iv) assign, sublicense, sell, resell, lease or otherwise transfer, convey, or pledge as security or encumber, any right in the Solutions. Except as expressly permitted herein, You agree that You shall not receive any right, title or interest in or to the Solutions or any patent, copyright, trade secret, trademark or other intellectual property rights therein by implication or otherwise.
- User Password and Account Information. As part of the registration process for the Solutions and from time to time, You, and on behalf of yourself and employees, contractors and agents ("Representatives") will be required to provide current, accurate identification and other information in order to use the Sites, Partner Sites or Solutions. Each Representative is responsible for maintaining the confidentiality of his/her account password, and you are responsible for all activities that occur under Your Representatives’ accounts. You shall immediately notify Us of any unauthorized use of a Representative’s password or account. You agree that We will not be liable for any loss or damage arising from any failure to provide EnerNOC with accurate information or to keep passwords secure.
- Proper Purposes. You agree to use the Solutions only for purposes that are legal, proper and in accordance with the Agreement and any applicable policies or guidelines.
- Customer Data. You retain all rights, title and interest in and to all Customer Data. You acknowledge that the input of data and its accuracy and adequacy is under Your exclusive control. Any use or reliance by You on the Customer Data is Your sole responsibility, and You shall hold harmless Us and Our subsidiaries and affiliates and Our and their respective officers, agents and employees from any claims by third parties arising from, or related to Your use of the Customer Data.
- Customer Input. We shall have a royalty-free, worldwide, transferrable, sub-licensable, irrevocable perpetual license to use or incorporate into the Solutions any suggestions, enhancement requests, recommendations or other feedback You provide relating to the Solutions ("Customer Input"). You shall have no obligation to provide Customer Input.
- Data Protection and Security. We shall use commercially reasonable efforts to safeguard Customer Data, including utilizing a reputable third party Internet Service Provider and hosting facility. However, You acknowledge that the Solutions will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Us. You further acknowledge and understand that Customer Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, or other electronic means. You agree that We are not responsible for any Customer Data which is lost, altered, intercepted or stored without authorization during the transmission and storage of any data whatsoever across networks not owned and/or operated by Us. You further acknowledge and agree that 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, goods or services available on or through any such site or resource.
- Aggregate Data Collection and Usage. You acknowledge and agree that We: (i) may collect, process and aggregate any data used with, stored in, or related to the Solutions, including, without limitation, Customer Data and any end-user energy usage and demand data, and create aggregate data records by removing any personally identifiable information (“PII”) from the underlying data (following which removal of PII, such data shall be the "Aggregate Data"); (ii) owns such Aggregate Data and may use such Aggregate Data to improve the Solutions, develop new solutions, understand actual energy usage and demand trends and general industry trends, develop white papers, reports, or databases summarizing the foregoing, and generally for any legitimate purpose related to Our business; and (iii) share Aggregate Data with third parties or publish any reports, white papers, or other summaries based on Aggregate Data.
- Minimum System Requirements. In order to use the Solutions, you must have the required internet access, equipment and browser software that supports a data security protocol compatible with the protocol used by Us, as may be amended from time to time. You acknowledge that We are not responsible for notifying you of any upgrades, fixes or enhancements to any such third party software.
- Modifications To the Solutions. The Solutions are a software-as-a-service product that is constantly evolving. As such, any part of the Solutions may be modified or discontinued at any time in Our sole discretion with or without notice, and You agree that We will not be liable to You as a result such modification or discontinuance.
- Non-Use and Non-Disclosure. In performing its obligations under this Agreement, each party ("Receiving Party") may receive Confidential Information (as defined below) of the other party ("Disclosing Party"). "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party, on behalf of itself and its Representatives, agrees not to, except as set forth in this Section, use or disclose Confidential Information without the prior written consent of the Disclosing Party. To protect Confidential Information, the Receiving Party agrees to: (i) limit dissemination of Confidential Information to only those Representatives having a "need to know"; (ii) advise each Representative who receives Confidential Information of the confidential nature of such information; and (iii) have appropriate agreements, policies and/or procedures in place with such Representatives sufficient to enable compliance with the confidentiality obligations contained herein. Notwithstanding the foregoing, You acknowledge that We may receive Your Confidential Information from the applicable independent system/grid operator and/or utility, through data collected through the Solutions or otherwise, which We may be use or disclose as necessary for the performance of this Agreement.
- Exclusions. Notwithstanding the obligations in Section 8(a) above, Confidential Information shall not include any information that the Receiving Party can sufficiently show: (i) is publicly known at the time of its disclosure hereunder or becomes publicly known through no fault of the Receiving Party; (ii) is lawfully received by the Receiving Party from a third party who is not breaching any confidentiality obligations owed to the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reliance on any Confidential Information; or (iv) is required to be disclosed under applicable law or regulation or a court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate legal or equitable remedy to prevent or minimize such disclosure.
- Indemnification. You agree to defend and indemnify, at Your own expense, any third party claim against Us and Our subsidiaries, affiliates, directors, officers, employees and agents that arise due to any claim that Customer Data infringes or misappropriates a third party’s intellectual property rights or violates applicable law. You will pay reasonable legal fees as incurred and such damages or costs as are finally awarded against Us or agreed to in settlement for such claim provided that We give You (i) prompt written notice of any such claim or threatened claim; (ii) sole control of the defense, negotiations and settlement of such claim (provided that You may not settle any claim against Us unless it unconditionally releases Us of all liability); and (iii) full cooperation in any defense or settlement of the claim at Your sole cost and expense.
- Warranty Disclaimer.
- Warranty Limitations. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SOLUTIONS ARE PROVIDED AS-IS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
- WE DO NOT WARRANT THAT (i) THE SOLUTIONS WILL MEET YOUR REQUIREMENTS, (ii) THE SOLUTIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) ALL ERRORS IN THE SOLUTIONS WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOLUTIONS IS DONE AT YOUR OWN DISCRETION AND RISK.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SOLUTIONS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to choice of law rules.
- Payments to Utilities or Other Suppliers. In no event shall We or Our affiliates, directors, employees and agents (collectively, the "Indemnified Parties") be responsible or liable for payment of any utility bill of Yours or any amount You may owe to any utility or other supplier. To the fullest extent permitted by law, You shall defend and indemnify, at Your own expense, any third party claim against the Indemnified Parties, that arise due to any allegation that the Indemnified Parties are responsible for payment of any utility bill of Yours or a portion thereof, or any other amounts due by You to any utility or other supplier. In connection with the foregoing indemnification obligations, You shall pay reasonable legal fees as incurred and such damages or costs as are finally awarded against Us or agreed to in settlement for such claim.
- Miscellaneous. You may not assign any of Your rights or delegate any of Your performance obligations hereunder without Our prior written consent; except that You may assign this Agreement to Your successor or any entity acquiring all or substantially all of Your assets by providing Us with written notice promptly following the acquisition date. This Agreement, including any addenda, exhibits and attachments, constitutes the entire agreement between Us and You with respect to Our provision of the Solutions for the Site Addresses, and may only be amended in writing signed by Us and You. If any of its provisions shall be held invalid or unenforceable, this Agreement shall be construed as if not containing those provisions and Our and Your rights and obligations shall be construed and enforced accordingly. This Agreement shall be binding upon the Us and You together with Our and Your respective successors and permitted assigns.
- Termination. You may discontinue your use of the Solutions at any time. You agree that We may terminate your access to the Solutions, terminate the Agreement, or suspend or terminate your account if You materially breach the Agreement. In the event of termination, your account will be disabled and You may not be granted access to the Solutions, your account or any files or other content contained in your account.
- Notices. You agree that We may provide You with notices, including those regarding changes to the Agreement, by email or postings on Our web site.
- Surviving Provisions. The Sections titled "Use and Access License" (whereby the restrictions upon You being the only portion of such section to survive), "Confidentiality", "Customer Input", "Return of Customer Data", "Indemnification", "Limitation on Liability", "Choice of Law", "Payments", "Taxes", and "Notices" will survive any expiration or earlier termination of this Agreement.
Last Updated: September, 2015.
The following terms and conditions (these “Terms”) govern each user’s (“you” or “your”) access to, and use of, the websites (“Sites”) and services (the “Services”) that are provided by Pulse Energy Inc., or its subsidiaries and affiliates (“Pulse”, “we”, “us” or “our”) which include resources, information and feedback about your energy use and efficiency.
Pulse provides Services directly to users or it may work with utility providers, public institutions, or other partners (“Partners” and each, a “Partner”) to deliver services to users through partnered websites or platforms (“Partner Sites”). These Partner Sites are governed by these Terms, any terms and conditions of the Partner, and both Pulse’s and the Partner’s privacy policies.
Where our Partner is a utility provider that provides online or offline utility-specific services to you, all utility-specific services, including any collection, use and disclosure of your information in the provision of the utility-specific services, is governed by that utility’s own terms of service (and not these Terms). These utility-specific services are being provided to you by the utility provider and not by Pulse.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING, BROWSING, OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ANY OF THE RELATED POLICIES OR GUIDELINES, INCLUDING ANY SUBSEQUENT CHANGES OR MODIFICATIONS TO THEM.
- LICENSE GRANT & PROPRIETARY RIGHTS
You acknowledge and agree that the Services, including the software (the “Software”), code, proprietary methods and systems that we use to provide you with the Services, contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties.
Pulse hereby grants to you a personal, non-exclusive, non-transferable and non-sublicensable license (the “License Grant”) to use the Services to view, use download and print materials, information and content made available or displayed on the Sites or Partner Sites, as applicable, for your personal, informational and non-commercial use solely in accordance with these Terms.
You agree not to (or allow any third party to): (a) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or decompile the Software, or otherwise make it available in human readable form; (b) download, save, sell, rent, distribute or otherwise commercially exploit any part of the Software (however, you are free to download, save and distribute data that is generated using the Software (the “Customer Data”)); (c) use any third party software to extract Customer Data from the Services; (d) remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software; (e) use the Services to build a similar or competitive product or service or attempt to obtain unauthorized access to the Services, or (f) disclose any confidential information about the Services, or provide access to the Services, to a third party that provides or is developing a competitive product or service to the Services.
You also agree not to remove, obscure, or alter Pulse’s, any Partner’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Services.
The Sites and Partner Sites may display names, logos, and other materials that constitute trademarks, tradenames, service marks or logos (“Marks”) of Pulse, Partners or other entities. You are not authorized to use any Marks. Ownership of all Marks and any associated goodwill remains the property of Pulse, Partners or those other entities, as applicable.
- USER CONTENT
Depending on the Services, you may have the ability to submit, email or otherwise publish on the Sites, Partner Sites or the Services certain information, text or materials (your “User Content”). You are solely responsible for all your User Content. You retain ownership and any intellectual property rights in any copyrighted materials that are contained in your User Content. You hereby grant Pulse, and any applicable Partner, a non-exclusive, royalty-free, fully paid, fully sublicensable, worldwide license, under any and all of your copyright and other intellectual property rights related to your User Content, to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content. You agree that any of your User Content or any derivative works thereof may be disseminated, distributed, publicly displayed, reproduced, used, sublicensed, posted, or published by us, and searched, displayed, printed or otherwise used or exploited by our customers, us or our Partners. You represent and warrant that your User Content will not:
This list of above prohibitions is not complete or exclusive. Though Pulse takes no responsibility and assumes no liability for any User Content, it reserves the right in its sole discretion to terminate your access to the Sites, Partner Sites and Services, terminate your ability to post User Content or refuse, delete, modify, edit or remove any User Content; with or without cause and with or without notice, for any reason or no reason, or for any action that Pulse determines is inappropriate or disruptive to the Sites, Partner Sites or Services, as applicable. As a provider of interactive services, Pulse is only a forum and is not liable for any statements, representations, or any User Content provided by its users on any Site or Partner Site.
- Violate any applicable law, statute, ordinance or regulation;
- Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
- Be or contain material that is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
- Violate the privacy, publicity, or other rights of third parties;
- Be false or inaccurate or becomes false or inaccurate at any time;
- Disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
- Contain any viruses, trojan horses, worms, time bombs, trapdoors, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Advocate or encourage any illegal activity; or
- Have the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
- USER PASSWORD AND ACCOUNT INFORMATION
You may become a registered user of the Sites, Partner Sites or Services as a customer, customer of a Partner or an employee of a Partner utility, using the Sites, Partner Sites or Services in your capacity as an employee (a “Registered User”). If you become a Registered User, as part of the registration process for the Services you will be required to provide current, accurate identification and other information in order to use the Services. You are responsible for maintaining the confidentiality of your account password, and you are responsible for all activities that occur under your account or accounts. You shall immediately notify Pulse of any unauthorized use of your password or account(s). You agree that Pulse will not be liable for any loss or damage arising from any failure to provide Pulse with accurate information or any failure of yours to keep passwords or account(s) secure.
You may either browse the Sites or Partner Sites, as applicable, as a visitor (a “Visitor) or you may become a Registered User. Registered User have access to more parts and features of the Sites or Partner Sites than Visitors. Visitors do not have to provide us with any information, but if a Visitor does provide any information, it must be true, accurate, current and complete information. Visitors agree not to attempt to access Registered User areas of the Sites. In order to become a Registered User, you must complete the registration process provided on the Sites or Partner Sites, as applicable, which will ask you for certain account information, including a password, which you have the responsibility to protect and not disclose. Any unauthorized use of your account will be your responsibility, as we will assume that any account activity is yours. We reserve the right, in our sole discretion, to cancel suspected compromised, unconfirmed or inactive accounts. We will be in no way liable for any damages that arise out of any unauthorized use of or access to your account.
- PROPER PURPOSES
You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable policies or guidelines.
- STORAGE AND TRANSMISSION OF CUSTOMER DATA
We shall use commercially reasonable efforts to ensure that Customer Data will be safeguarded when stored on Pulse’s network or servers and/or transmitted over the internet, including the use of industry-recognized best practices and technologies for data security and integrity.
You acknowledge that your use of the Services will involve transmission over various network communications facilities or other electronic means that may not be owned or operated by Pulse. Therefore, you agree that Pulse is not responsible for any Customer Data that is lost, altered, intercepted or stored without authorization during the transmission across networks not owned or operated by Pulse.
- RELIANCE ON CUSTOMER DATA
You acknowledge that the input of data into the Services, and its accuracy and adequacy, are your responsibility. Any use of or reliance by you on the Customer Data that you generate using the Services is your sole responsibility, and your hereby agree to indemnify and hold Pulse and our directors, officers, employees, consultants and agents harmless from any claims or losses arising from, or related to, your use of the Customer Data.
- LICENSE TO ANONYMIZED CUSTOMER DATA
Every customer that uses the Services to generate energy data is part of a large scale and important benchmarking study. We use this data, in anonymous form, to make useful comparisons among various types and sizes of buildings and to increase the value of the Services and its accuracy for all users. Therefore, you hereby agree that the Services can record, reproduce, transmit and use your Customer Data for benchmarking and other purposes, as long as the Customer Data is no longer identifiable to you or specific buildings. This right will survive the expiration, termination or cessation of your use of the Sites, Partner Sites or Services.
We value your ideas, comments, criticisms, suggested improvements and any other feedback you may give us about the Sites, the Partner Sites or the Services (“Feedback”). We try to be responsive to Feedback, and you agree we may use the Feedback to change or modify the Sites, Partner Sites or Services and that you will not be owed any compensation in connection with any of our products or services that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. The rights you give us with regard to Feedback applies to Feedback received through any medium, including the Sites, Partner Sites, email or otherwise.
- MINIMUM SYSTEM REQUIREMENTS
In order to use the Services, you must have the required internet access, equipment and browser software that supports a data security protocol compatible with the protocol used by Pulse, as may be amended from time to time. You acknowledge that Pulse is not responsible for notifying you of any upgrades, fixes or enhancements to any such third party software.
The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Pulse may have no control over such sites and resources and you acknowledge and agree that Pulse is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Pulse 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, goods or services available on or through any such site or resource.
- MODIFICATIONS TO PULSE
The Services are a product that is constantly evolving. As such, any part of the Services may be modified or discontinued at any time in Pulse’s sole discretion with or without notice, and you agree that Pulse will not be liable to you as a result such modification or discontinuance.
- TERM AND TERMINATION
You may discontinue your use of the Services at any time. You agree that Pulse may at any time and for any reason, including a period of account inactivity, terminate your access to the Services, terminate these Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to the Services, your account or any files or other content contained in your account. Sections 7 (Reliance on Customer Data), 8 (License to Anonymized Customer Data), 14 (Indemnity), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), and 18 (Notice) and 19 (Miscellaneous) will survive the expiration or termination of these Terms.
You agree to hold harmless and indemnify Pulse and its officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Pulse and Partners") from and against any third party claim arising from or in any way related to your use of the Pulse Service or your violation of these Terms. In such a case, Pulse will provide you with written notice of such claim, suit or action.
You hereby release Pulse and Partners from claims, demands any and all losses, damages, rights, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Sites, Partner Sites or the Services.
- DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT:
- YOUR USE OF THE SITE, PARTNER SITE, AND SERVICES IS AT YOUR SOLE RISK AND THIS USE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- WE DO NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE CUSTOMER DATA WILL BE ACCURATE OR RELIABLE, AND (iv) ALL ERRORS IN THE SERVICES WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PULSE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE PULSE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- LIMITATION OF LIABILITY YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITES, THE PARTNER SITES AND SERVICES, AS APPLICABLE, IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU EXPRESSLY AGREE THAT WE WILL 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 OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PULSE SERVICES; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iii) ANY OTHER MATTER RELATING TO THE PULSE SERVICES. PULSE’S MAXIMUM LIABILITY ARISING OUT OF OR IN THE CONNECTION WITH THESE TERMS AND ANY USE OF PULSE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE, WILL IN NO CASE EXCEED $50.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 16 AND 17 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND PULSE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- NOTICE You agree that Pulse may provide you with notices, including those regarding changes to these Terms, by email or postings on the Sites.
- MISCELLANEOUS Applicable Laws. You are responsible for compliance with all applicable laws.
Entire Agreement. These Terms (including any policies, guidelines or amendments that may be presented to you from time to time) constitute the entire agreement between you and Pulse and govern your use of the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other affiliate services, third-party content or third-party software.
Injunctive Relief. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.
Choice of Law and Forum. These Terms are governed by the laws of the Province of British Columbia, Canada without regard to its conflict of law provisions. You and agree to submit to the exclusive jurisdiction of the courts located within the City of Vancouver, Province of British Columbia, Canada to resolve all disputes.
Waiver and Severability of Terms. The failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section headings in these Terms are for convenience only and have no legal or contractual effect.