GridReason Terms of Service

ATTENTION – PLEASE READ CAREFULLY: THIS GRIDREASON, INC. TERMS OF SERVICE IS A LEGAL AGREEMENT BETWEEN YOU, EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE (“CUSTOMER”) AND GRIDREASON ENERGY ANALYTICS, INC. (“GRIDREASON”).

BY SELECTING “I AGREE” AND/OR ACCESSING OR OTHERWISE USING AN ACCOUNT ENABLED FOR CUSTOMER BY GRIDREASON, THE CUSTOMER AND EACH USER (AS DEFINED BELOW) AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. ANY CUSTOMER THAT IS AN ENTITY FURTHERMORE AGREES THAT ANY PERSON USING AN ACCOUNT ENABLED FOR SUCH CUSTOMER (A “USER”) SHALL ALSO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS OF LIABILITY PROVIDED FOR HEREIN. IF YOU OR ANY USER OF YOUR ACCOUNT DOES NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, YOU MUST NOT SIGN UP, LOG IN, OR OTHERWISE USE SERVICES PROVIDED BY GRIDREASON.

1. License Grant

Subject to the terms and conditions contained herein, GridReason hereby grants to Customer a limited, non-exclusive, and non-transferable license (the “Limited License”) to access and use forecasts, notifications, and other features, products, or services offered by GridReason (collectively, the “Service”). Except as otherwise permitted under these Terms & Conditions, you agree not to copy, reproduce, modify, or create derivative works of the Service, or of information obtained by using the Service. Additionally, you agree not to display, perform, publish, distribute, transmit, broadcast, or circulate any information obtained by using the Service without the express prior written consent of GridReason.

2. Intellectual Property Rights.

Customer agrees that subject only to the Limited License granted hereby, all rights, title and interest in and to all intellectual property rights in the Service and all modifications, extensions, customizations, scripts or other derivative works of the Service provided or developed by GridReason are owned exclusively by GridReason. The Limited License does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. In addition, GridReason shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any rights not expressly granted herein are reserved by GridReason.

3. Limited Warrantee of Functionality.

Subject to the disclaimer set forth below, GridReason warrants that (i) the service will achieve in all material respects the functionality described on the GridReason.com domain (the “Web Site”) applicable to the Service procured by Customer, and (ii) such functionality of the Service shall not be materially decreased during the Term. The Customer’s sole and exclusive remedy for GridReason’s breach of this warranty shall be that GridReason shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described on the Web Site. If GridReason does not restore such functionality, Customer shall be entitled to terminate the Agreement and receive a pro-rata refund of the subscription fees paid under the Agreement for its use of the Service during the terminated portion of the Term. GridReason shall have no obligation with respect to a warranty claim unless notified of such claim within sixty (60) days of the first instance of any material functionality problem, and such notice must be sent to legal@gridreason.com, or one of the other contact points listed on the Web Site. The warranty set forth in this Section 3 is made to and for the benefit o the Customer only. Such warranties shall only apply if the applicable Service has been utilized in accordance with this Agreement and applicable law. Except as specifically set forth in this Section 3, all payments made for the Service are non-refundable.

4. Disclaimer of Warranties

GRIDREASON DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNITERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE OR DOCUMENTATION WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE LIMITED WARRANTEE OF FUNCTIONALITY STATED IN SECTION 3 ABOVE IS THE SOLE AND EXCLUSIVE WARRANTEE OFFERED BY GRIDREASON. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, EXCEPT AS STATED IN SECTION 3 ABOVE. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS APPROPRIATE FOR CUSTOMER’S PURPOSES.

5. Limitations of Liability

CUSTOMER AGREES THAT ITS DAMAGES (AND THE DAMAGES OF ANY USER) FOR ANY BREACH BY GRIDREASON, INCLUDING ANY BREACH OF THE LIMITED WARANTEE OF FUNCTIONALITY, SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEEDING THE DATE ON WHICH SUCH DAMAGES ARE ALLEGED TO HAVE BEEN INCURRED. CUSTOMER AGREES THAT THE CONSIDERATION WHICH GRIDREASON IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY GRIDREASON OF THE RISK OF CUSTOMER’S ACTUAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW). Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to Customer.

6. Third Party Claims of Infringement

If a Claim is brought or threatened against Customer alleging that the Service, as used in accordance with this Agreement, infringes third party copyrights, trade secrets or trademarks, GridReason shall use commercially reasonable efforts either (a) to procure a license that will protect Customer against such Claim without cost to Customer; (b) to modify or replace all or portions of the Service as needed to avoid infringement, such update or replacement having substantially similar or better capabilities; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement and refund to the Customer a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Term. The rights and remedies granted Customer under this Section 6 state GridReason’s entire liability, and Customer's exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party and all other remedies, including indemnification, are disclaimed.

7. Termination

Either party may immediately terminate this Agreement in the event the other party commits a material breach of any provision of this Agreement. If this Agreement is terminated as a result of GridReason’s breach of this Agreement, then Customer shall be entitled to a refund of the pro-rata portion of any fees paid by Customer to GridReason under this Agreement for the terminated portion of the Term. If this Agreement is terminated by GridReason as a result of Customer’s breach of this Agreement, or by Customer for any reason other than a termination expressly permitted by this Agreement, GridReason shall be entitled to all of the fees due under this Agreement for the entire Term. Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service.

8. Modifications to the Service

GridReason may make modifications to the Service or particular components of the service from time to time, and will use commercially reasonable efforts to notify Customer of any material modifications. GridReason reserves the right to discontinue offering the Service at any time. GridReason shall not be liable to Customer nor to any third party for any modification of the Service, except as provided by the Limited Warranty of Functionality in Section 3.

9. Modifications to this Agreement

If GridReason makes a material change to its Terms of Service, then GridReason will notify Customer by either sending an email to the administrator of Customer’s account, or posting a notice in the administrator’s instance of Customer’s account. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must send notice to legal@gridreason.com or one of the contact points listed on the Web Site within thirty days of receiving notice of the change. If Customer notifies GridReason as required, then Customer will remain governed by the Terms in effect immediately prior to the change until the end of the then current Term for the affected Service. If the affected Service is renewed, it will be renewed under GridReason’s then current Terms.

10. Privacy Policy

GridReason is concerned about your privacy and has developed a policy to address privacy concerns. For more information, please see GridReason’s privacy policy. Any personal information collected on this site will be treated in accordance with GridReason’s privacy policy. Customer is responsible for maintaining confidentiality of usernames, passwords and other sensitive information. GridReason is not responsible for any loss or damage to you or any third party incurred as a result of unauthorized access and/or use of your account.

11. Export Restrictions

Customer shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Customer shall not permit Users to access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located.

12. Applicable Laws

You are contracting with GridReason Energy Analytics, Inc., with an address in the County of Westchester, State of New York. The laws of the State of New York, U.S.A. govern this Agreement, the interpretation of the terms of this Agreement and all claims arising out of or in connection therewith, including claims of breach of contract, tort claims and statutory claims regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Customer and GridReason irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts located within the State of New York for all disputes arising out of or relating to these Terms. GridReason may assign this contract to another entity at any time.

13. Dispute Avoidance and Binding Arbitration

(a) Notice of Dispute. GridReason wants the opportunity to address your concerns prior to legal proceedings of any kind. Before filing a claim against GridReason, the Customer agrees to try to resolve the dispute informally by contacting legal@gridreason.com. GridReason will try to resolve the dispute informally. If a dispute is not resolved within 30 days of submission, Customer or GridReason may initiate an arbitration proceeding.

(b) Binding and Mutual Agreement to Arbitrate. The Customer and GridReason agree to resolve any claims relating to, arising from, or in connection with this Agreement, the License, or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

(c) Arbitration Procedures. The American Arbitration Association (AAA) or other for profit or non-for-profit professional arbitration administrator selected by GridReason will administer the arbitration. The arbitration will be held in New York City or, if acceptable to GridReason, another location proposed by Customer. The rules of the arbitration administering organization will govern payment of all arbitration fees.

(d) Exception to Agreement to Arbitrate. GridReason may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. Except for such a proceeding for injunctive relief, each party agrees that its agreement to arbitrate is fully binding and that such agreement shall be grounds for the dismissal of any lawsuit brought by Customer or GridReason in contravention of this binding agreement.

(e) No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

(f) Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, Customer and GridReason agree that any judicial proceeding will be brought in the federal or state courts located within New York City and both Customer and GridReason consent to venue and personal jurisdiction there.

14. Government Use

If you are a U.S. government entity, you acknowledge that any software and documentation that are provided are "Commercial Items" as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

15. Entire Agreement

“Agreement” means collectively these “Terms of Service” along with any materials available on the Web Site incorporated by reference herein, and any forms (“Order Forms”) submitted in the process of subscribing to and paying for GridReason’s Services. Such Order Forms may govern the specific subset of features that GridReason will make available to Customer, the duration of the Customer’s subscription, and Customer’s payment obligations. This Agreement contains the entire agreement between GridReason and Customer with respect to the Services and supersedes all other oral or written representations, statements, or agreements with respect to such subject matter.