BY CLICKING THE “AGREE” BUTTON (YOU MUST SCROLL TO THE BOTTOM OF THIS WINDOW TO ACTIVATE THE BUTTON) AND SUBMITTING YOUR REGISTRATION FORM, YOU EXPRESS YOUR CONSENT TO, AGREEMENT WITH, AND UNDERSTANDING OF, THE TERMS OF THIS AGREEMENT. YOU SHALL BE REFERRED TO HEREIN AS “CLIENT”. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO REGISTER FOR, OR OTHERWISE ACCESS AND USE, THE SERVICE.
- Licenses. During the Term of this Agreement, Ndustrial hereby grants to Client a limited, nonexclusive, nontransferable license to access and use the Pilot Service via email following registration for such Pilot Service via the World Wide Web at https://ndustrial.io/sce-rate-avoidance/, https://ndustrial.io/ercot-rate-avoidance/, or such other World Wide Website(s) as may now or hereafter be used by Ndustrial to provide access to the Pilot Service (collectively, the “Site”), and the proprietary utility rate information and insights and related any related materials, embodied in the Pilot Service or otherwise available on the Site or by email (the “Ndustrial Materials”), subject to the terms and conditions set forth herein.
- Restrictions on Use. Client must possess a valid, active email account, in full force and effect, to access and use the Pilot Service. Client shall only use the Ndustrial Materials in connection with the operation of Client’s own business. Client agrees not to resell, license or sublicense for profit (or otherwise distribute to any other person) the Ndustrial Materials (or any derivative works thereof) or otherwise provide access to the Pilot Service to any other person. Ndustrial may, it is sole and absolute discretion, block Client’s access to the Pilot Service if Ndustrial reasonably believes that Client’s registered email address has been compromised or is otherwise being used by any other person(s) to access the Pilot Service. Client agrees not to (a) modify, alter, revise, decompile, disassemble or reverse engineer the Pilot Service, attempt to derive the source code of the Pilot Service or otherwise use the Pilot Service to develop any other computer program, (b) modify, alter, adapt or prepare derivative works of any of the other Ndustrial Materials, and (c) reproduce, copy or incorporate any of the Ndustrial Materials into any type of other work, or any other computer software program including operating systems, application programs, applets, scripts, software tools, firmware and imbedded software, including both object code and source code versions thereof and including on its web site.
- Ownership Rights. As between Ndustrial and Client, Ndustrial retains all right, title and interest in the Ndustrial Materials and all derivative works thereof and in all patents, copyrights, trademarks trade secrets and other intellectual property rights in or relating to the Ndustrial Materials and all derivative works thereof. The Ndustrial Materials are proprietary and are or may be protected by trademark, copyright and/or trade secret law. Client will not delete any copyright or trademark notices from any Ndustrial Materials. All proprietary notices incorporated in or fixed to any Ndustrial Materials shall be duplicated by Client on all copies or extracts thereof and shall not be altered, removed or obscured.
- Term and Termination. Unless otherwise terminated in accordance with Section 6, this Agreement shall begin on the date that the Client accepts the terms hereof by clicking the “Agree” button and registering on this site (the “Effective Date”) and end on the date that is 30 days’ following written notice of termination by either party hereto. This Agreement may be terminated by either party at any time upon 30 days’ prior written notice. Upon the termination of this Agreement for any reason, Client’s right and license to access and use the Pilot Service and other Ndustrial Materials and any other rights granted to Client shall automatically cease. In the event of any termination of this Agreement, the provisions of Sections 2, 3, 5-9 and this Section 4 shall survive and continue in full force and effect.
- Warranties; Limitation of Liability.
- CLIENT ACKNOWLEDGES THAT THE SERVICE IS PROVIDED AS A PILOT PROGRAM AND THEREFORE IS ALSO PROVIDED “AS IS,” “WHERE IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NDUSTRIAL DOES NOT WARRANT THAT THE SERVICE, THE NDUSTRIAL MATERIALS OR THE SITE WILL BE FREE OF INTERRUPTIONS, ERRORS, BUGS, VIRUSES OR SECURITY PROBLEMS OR THAT THE NDUSTRIAL MATERIALS WILL MEET CLIENT’S REQUIREMENTS. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL NDUSTRIAL BE LIABLE TO CLIENT FOR (I) ANY ACTS OR OMISSIONS IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR THE SERVICES UNLESS SUCH ACT OR OMISSION CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (II) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF NDUSTRIAL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
- CLIENT SHALL BE SOLELY RESPONSIBLE FOR REGISTERING FOR THE CORRECT UTILITY AND FOR ANY DECISIONS OR CHANGES MADE TO CLIENT’S OPERATIONS AS A RESULT OF THE DATA CONTAINED IN THE NDUSTRIAL MATERIALS. NDUSTRIAL DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS ABOUT THE USE OR THE RESULTS OF THE USE OF ANY NDUSTRIAL MATERIALS PROVIDED IN CONNECTION WITH THE SERVICE. CLIENT ACKNOWLEDGES THAT CLIENT IS SOLELY RESPONSIBLE FOR ANY HARM OR DAMAGES THAT MAY RESULT FROM CLIENT’S USE OF THE PILOT SERVICES. CLIENT FURTHER ACKNOWLEDGES THAT THE PILOT SERVICE IS BEING PROVIDED ON A TRIAL BASIS AS A PILOT AND THEREFORE SUCH PILOT SERVICE MAY CHANGE OR BE DISCONTINUED AT ANY TIME, IN NDUSTRIAL’S SOLE DISCRETION.
- Governing Law; Jurisdiction; Venue. This Agreement and its interpretation shall be governed by and construed in accordance with the laws of North Carolina, without regard to its conflict of laws’ provisions. In the event that either party to this Agreement commences a lawsuit or other proceeding relating to or arising out of this Agreement, the parties agree and consent that any such action will be brought solely in the state or federal courts located in Charlotte, North Carolina. Each party hereby irrevocably waives its right to bring any action or proceeding against the other except in accordance with the preceding sentence.
- Assignment. Client may not assign, transfer, license or sublicense any of the rights granted to Client in this Agreement or delegate its obligations hereunder, either in whole or in part, whether by operation of law (including a change in control) or otherwise, without the prior written consent of Ndustrial. Any attempted assignment or delegation without Ndustrial’s written consent will be null and void.
- Severability; Waiver. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement will continue in full force and effect. No failure or delay by either party to exercise any right or remedy shall constitute a waiver of rights or remedies under this Agreement.
- Entire Agreement. This Agreement constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or oral. Client agrees that it has not relied on any other warranties or representations in executing this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.