Effective Date: May 19, 2023
PLEASE READ THIS USER AGREEMENT CAREFULLY AS TERMS AND CONDITIONS MAY HAVE CHANGED SINCE LAST VISITING THIS WEBSITE.
THIS USER SERVICE AGREEMENT (“Agreement”) is made between Energy Enablement, LLC a Pennsylvania limited liability company dba Energy PriceBook (“Energy PriceBook”), and User, wherein (“User”) shall mean any person and/or business entity who: (i) accesses Energy PriceBook’s interactive online and communication sites, software, databases, apps, algorithms, inputs, calculations, outputs, reports (including pricing reports), and/or services (“Service”) through either non-paying, free use or paid subscriptions, (ii) selects button(s) indicating acceptance of Agreement terms, or (iii) completes the registration process to open and maintain an account for the Service. Energy PriceBook and User are individually referred to herein as “Party,” and collectively referred to as “Parties.” Any reference to “Partner(s)” shall include publishers; agencies; sponsors; advertisers; media buying platforms; demand side platforms (DSP); data management platforms (DMP); supply side platforms (SSP); ad serving companies, platforms, networks, and/or exchanges; and/or any entity participating in ad technologies, web tracking and/or web analytics. In addition, Energy PriceBook may use other entities and/or persons to help provide the Services (“Service Providers”).
1. License and Limitations
a. User License. User’s access to the Service is licensed and not sold in that Energy PriceBook grants User a license to access the Service, but all ownership of the Service and ownership of any copies of the Service shall remain with Energy PriceBook. Subject to the terms and limitations set forth in this Agreement, Energy PriceBook agrees to provide User with a personal, non-transferable, and non-exclusive, license enabling User to access and use the Service. The Service is proprietary to Energy PriceBook and is protected by intellectual property laws and international intellectual property treaties. Energy PriceBook reserves all its intellectual property rights in the Service. Using the Service does not give User any ownership in Service or the content or information made available through the Service. Trademarks and logos used in connection with the Service are the trademarks of their respective owners. Energy PriceBook trademarks, service marks, graphics, and logos used for the Service are trademarks or registered trademarks of Energy PriceBook.
b. Use Restrictions. User shall not copy, decompile, reverse-engineer, disassemble, or otherwise attempt to derive the source code for the Service. User shall not use the database portion of the Service in connection with any other software other than the software of the Service. User shall not modify the Service or create any derivative work of the Service or its accompanying documentation. Derivative works include but are not limited to translations. User shall not alter any files or libraries in any portion of the Service. User shall not reproduce the database portion of the Service or create any tables or reports relating to the database portion. User shall not (re)sell, (re)publish, (re)circulate, or (re)distribute any part of the Service to the public at large, including posting any part of the Service on the internet or including any part of the Service in a single communication to more than one hundred (100) recipients.
1) If User selects Power Pricing Reports – Single User, the following use restrictions shall apply.
Subject to the foregoing, only the one (1) person registered for the User shall be permitted access to and limited distribution of pricing reports – and no other part of the Service, wherein distribution shall be only to User’s existing customers and prospective customers, provided that such customers are not in the business of (re)selling, (re)publishing, (re)circulating, or (re)distributing similar information. For avoidance of doubt, User shall not be permitted to distribute pricing reports or any part of the Service to any other individual or entity not specified in Section 1.b.1, including User’s employees, owners, contractors, and vendors.
2) If User selects Power Pricing Reports – Enterprise, the following use restrictions shall apply.
Subject to the foregoing, User shall be permitted access to and limited distribution of pricing reports – and no other part of the Service, wherein distribution shall be only to User’s employees, owners, and contractors, provided that such recipients need the pricing reports to perform their job responsibilities in service to the User. In addition, User, User’s employees, owners, and contractors shall be permitted limited distribution of pricing reports – and no other part of the Service, wherein distribution shall be only to User’s existing customers and prospective customers, provided that such customers are not in the business of (re)selling, (re)publishing, (re)circulating, or (re)distributing similar information. For avoidance of doubt, User shall not be permitted to distribute pricing reports or any part of the Service to any other individual or entity not specified in Section 1.b.2.
3) If User selects Power Pricing Calculator, the following use restrictions shall apply.
Subject to the foregoing, only the one (1) person registered for the User shall be permitted access to the Service. The User shall be permitted limited distribution of Service outputs and pricing reports – and no other part of the Service, wherein distribution shall be only to User’s employees, owners, and contractors, provided that such recipients need the Service outputs and pricing reports to perform their job responsibilities in service to the User. In addition, User, User’s employees, owners, and contractors shall be permitted limited distribution of Service outputs and pricing reports – and no other part of the Service, wherein distribution shall be only to User’s existing customers and prospective customers, provided that such customers are not in the business of (re)selling, (re)publishing, (re)circulating, or (re)distributing similar information. For avoidance of doubt, User shall not be permitted to distribute Service outputs, pricing reports or any part of the Service to any other individual or entity not specified in Section 1.b.3.
c. Accessibility. User agrees that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Energy PriceBook may undertake from time to time; or (iii) causes beyond the control of Energy PriceBook, which may or may not be reasonably foreseeable by Energy PriceBook.
d. Equipment. User shall be solely responsible for providing, maintaining, and ensuring compatibility with the Service, all hardware, software, electrical and other physical requirements for User’s use of the Service, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Service.
2. Security and Privacy
a. Security. User shall be solely responsible for the security, confidentiality and integrity of User’s account and all data, messages, and content that User receives, transmits through or stores on the Service. User shall be solely responsible for any authorized or unauthorized access to User’s account by any person. User agrees to bear all responsibility for the confidentiality of User’s password and all use or charges incurred from use of the Service with User’s password. If the Service was purchased by another party for User, the party paying for such Service has the right to control access to and get reports on User’s use of such paid Service; however, this paying-party does not have rights to User’s account password.
c. Sharing. The Service may allow messaging and sharing of information, including data, links to news articles, trade information and blogs. Information and content that User shares or posts may be seen by other users, and User has no expectation of privacy with respect to this shared information. Where Energy PriceBook has made settings available, Energy PriceBook will honor the choices User makes about who can see content or information. Energy PriceBook is not obligated to publish any information or content on the Service and can remove it in Energy PriceBook’s sole discretion, with or without notice.
3. Data and Information
a. Ownership and Permission to Use. User owns all the submitted or posted data, content, feedback, and personal information and data that User provides to Energy PriceBook. User agrees to only provide data, information, and content that User has the right to use or share and that does not violate the law nor anyone’s rights (including intellectual property rights), and that User’s profile and account information will be truthful. User agrees that Energy PriceBook may be required by law to remove certain information or content in certain countries. User agrees that Energy PriceBook shall: (i) collect and store data and information relating to the User, including information, data, and content that User provides through the Service, (ii) process and compile this User data and information into reports including but not limited to aggregate data summaries, and/or (iii) provide User information and data in aggregate form to third parties including advertisers and sponsors.
b. License to Energy PriceBook. User hereby grants to Energy PriceBook the following non-exclusive, perpetual license: A worldwide, transferable, sublicensable, and perpetual right to use, copy, modify, distribute, publish, sell, lease, rent, and process, information, data, and content that User provides through the Service, without any further consent, notice and/or compensation to User or others. These rights are further defined and/or limited as follows:
2) User hereby consents to Energy Pricebook using, copying, distributing, tracking, publishing, selling, leasing, renting and/or processing User’s Use Content, wherein “Use Content” shall include: (i) information obtained via a variety of methods, including from Energy PriceBook’s Partners and/or Service Providers, and (ii) data collected on and off via Energy PriceBook’s Services, including User Personal Data, web beacons, pixels, tags, ad tags, cookies, local storage, device and user identifiers (User ID, IP address), any other tracking technologies, information collected from a User, others, and any use of the Service, and information inferred from the data described herein. In addition, User hereby waives, renounces, and relinquishes User’s right to: (i) prohibit Energy PriceBook or (ii) take action against Energy PriceBook for using, copying, distributing, tracking, publishing, selling, leasing, renting and/or processing User’s Use Content, provided that such actions by Energy PriceBook are compliant with this Agreement (e.g., Section 3.b.8 below).
3) Energy PriceBook will not include User content in advertisements for the products and services of third parties to others without User’s consent. However, User hereby grants Energy PriceBook the right, without payment to User or others, to serve ads near User content and information, and User’s social actions may be visible and included with ads.
4) Energy PriceBook must get User’s consent prior to Energy PriceBook giving others the right to publish User’s content beyond the Service. However, if User chooses to share User’s information via a public forum within the Service (e.g., blog posts and comments), Energy PriceBook will enable a feature that allows other users to embed that public information onto third-party services, and to make that public content findable though third-party search engines.
5) While Energy PriceBook may edit and make format changes to User’s content (including translating it, modifying the size, layout, or file type, or removing metadata), Energy PriceBook will not modify the meaning of User’s expression.
6) Because User owns User’s content and information and Energy PriceBook only has non-exclusive rights to it, User may choose to make User information available to others, including under the terms of a Creative Commons license.
7) By submitting suggestions or other feedback regarding the Service to Energy PriceBook, User agrees that Energy PriceBook has the right to use and share such feedback for any purpose without compensation to User.
8) Energy PriceBook shall not disclose User price request inputs and/or output calculations without the User’s consent.
c. Service Availability and Storage. Energy PriceBook may change or discontinue any of the Service. Energy PriceBook is not committing to store or keep showing any information and content that the User’s provides through the Service. Energy PriceBook is not a storage service. User agrees that Energy PriceBook has no obligation to store, maintain or provide User a copy of any content or information that User or others provide, except to the extent required by applicable law.
d. Other Content, Sites and Apps. By using the Service, User may encounter other users’ content, posts or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. Energy PriceBook generally does not review content provided by users or others. User agrees that Energy PriceBook is not responsible for others’ (including other users’) content or information or others misuse of the Service. User is responsible for deciding if User wants to access or use third-party apps or sites that may be available from the Service. Except to the limited extent it may be required by applicable law, Energy PriceBook is not responsible for these other sites and apps and User agrees to use these other sites and apps at User’s own risk.
a. Payment. If User purchases any paid Service (e.g., subscriptions), User’s payment method (e.g., credit card) shall be automatically charged upon commencement of the Service and automatically charged thereafter with each successive subscription period. Energy PriceBook may store and continue billing User’s payment method (e.g., credit card) even after payment method has expired to avoid interruptions in User’s Service. To avoid future charges, User must cancel before the next subscription period. Charges shall include all fees and Taxes (defined herein below) applicable to each subscription period. Energy PriceBook expressly reserves the right to change fees at any time, upon notice to User.
b. Collection and Taxes. All fees, Taxes and other charges shall be billed to User’s payment method (e.g., credit card) at the current international currency conversion rate. User shall be responsible for and shall pay Energy PriceBook all currency conversion charges, sales, use, value-added, personal property or other tax, duty, or levy of any kind, including interest and penalties thereon ("Taxes"), whether imposed now or hereafter by any governmental entity. Energy PriceBook may calculate Taxes payable based on the User’s billing information provided at the time of purchase. User shall promptly pay Energy PriceBook in the event of any refusal of User’s payment method to pay any amount to Energy PriceBook for any reason. User agrees to pay interest at the rate of 1.5% per month on any outstanding balance, together with costs of collection, including attorney's fees and costs. In the event User fails to pay any of the above-mentioned fees and Taxes, Energy PriceBook may immediately suspend or terminate this Agreement and User’s access to the Service.
5. User Representations and Agreement
6. Prohibited Activity
7. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT USER’S SOLE RISK. ENERGY PRICEBOOK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES ENERGY PRICEBOOK MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. ENERGY PRICEBOOK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE.
8. Limitation of Liability
This Agreement is effective upon User’s acceptance and shall continue in full force until terminated. Either Party may terminate this Agreement at any time with notice to the other. Energy PriceBook reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Service and (b) suspend User’s access to or use of all or any portion of the Service. The following shall survive termination: (i) Sections 3, 7, 8, 9, and 11 of this Agreement; (ii) other users’ rights to further re-share content and information User shared through the Service to the extent copied or re-shared prior to termination; and (iii) any amounts owed by either Party prior to termination remain owed after termination.
a. Independent Contractors. The Parties and their respective personnel are and shall be independent contractors and neither Party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party.
b. Complete Understanding. The Agreement constitutes the complete and exclusive understandings and agreement of the Parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.
e. Captions. The captions contained in this Agreement are for convenience only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
f. Definitions. As used in this Agreement, unless the context otherwise requires: (a) “Include,” “includes,” and “including” are deemed to be followed by “without limitation,” whether or not they are in fact followed by such words or words of like import; and (b) unless the context clearly indicates otherwise, any term defined or used in the singular shall include the plural of such term, any term defined or used in the plural shall include the singular of such term.
i. Assignability. User may not assign this Agreement, in whole or in part, to any third party without the prior written consent of Energy PriceBook. User agrees that Energy PriceBook may assign this Agreement without User’s consent.
j. Notices. User agrees that all notices, legal service, requests, or other communications to Energy PriceBook will be in writing delivered by confirmed courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, at the following address: Energy Enablement LLC dba Energy PriceBook, Foster Plaza 5, 651 Holiday Drive, Suite 400, Pittsburgh PA, 15220. Parties agree that all notices, legal service, requests, or other communication to User will be in writing: (i) through the Service, or (ii) sent via at least one method included in User’s contact information (e.g., email address, physical address).