TERMS OF RESTRICTED CONTENT USE

Last Revised:  April 2015

THESE TERMS OF RESTRICTED CONTENT USE AND THE ORDER (SEE “ORDERS” SECTION BELOW) COMPRISE THE AGREEMENT PURSUANT TO WHICH ENERGY DECISIONS GROUP, INC. PROVIDES THE RESTRICTED CONTENT TO YOU AND AUTHORIZED USERS WHEN OTHER TERMS HAVE NOT BEEN AGREED IN WRITING BETWEEN YOU AND US.  IN CASES WHERE OTHER TERMS HAVE BEEN AGREED IN WRITING BETWEEN YOU AND US, THEN THOSE TERMS SHALL SUPERSEDE THESE TERMS OF RESTRICTED CONTENT USE.

Definitions

Authorized User(s):  any person authorized to access and use the Restricted Content because they have received a user name and/or password from us in accordance with an Order and these Terms of Restricted Content Use.

Energy Decisions Group, Inc.:  “Energy Decisions Group” “EDG,” “we,” “us,” “our,” the operator of the Website and the owner of the Content.

Enterprise:  a company, government organization or other legal business entity which employs the Authorized Users.  The term Enterprise may include another entity that employs Authorized Users that is either a wholly owned subsidiary or an affiliate under common control with such company, government organization or other legal business entity, subject to the limitations set forth in the Grant of Rights Section below.

Content:  industry research, business intelligence, executive insights, blog entries, industry news, press releases, white papers, reports, presentation files, data files, data, graphics, infographics, images, documents, materials, webinars, products and services provided by us.

Order: shall have the meaning set forth below.

Restricted Content: specific Content that Authorized Users are provided access to by an Order.

Website:  www.energydecisionsgroup.com and all associated web pages.

“You” or “Your”:  any person who (or on whose behalf) an Order is placed, including the Enterprise and its Authorized Users.

Grant of Rights

Subject to the terms and conditions contained herein, we grant the Authorized Users a limited, non-exclusive, revocable, non-transferable and non-assignable license to access and use the Restricted Content for your internal business purposes only.  The number of Authorized Users who may access and use the Restricted Content is determined by the type of license purchased by the Order as described below:

SMALL TEAM LICENSE:  This license grants the use of Restricted Content by as many as three (3) Authorized Users within the same Enterprise.  The Authorized User(s) must be employees of the Enterprise purchasing the Content.   You must identify the Authorized Users by name, title and email address at the time of purchase.  The Authorized User(s) may not share access to the Restricted Content with any person or persons other than the Authorized Users and may not make the Restricted Content available to any other person or persons by any means without the prior written consent of Energy Decisions Group.  The Authorized User(s) may use the Restricted Content on any computer or device and may print out the Restricted Content for their use only.  Enterprises and Authorized Users who infringe these license terms are liable for a Global Enterprise License fee.

LARGE TEAM LICENSE:  This license grants the use of Restricted Content by as many as ten (10) Authorized Users within the same Enterprise.  The Authorized User(s) must be employees of the Enterprise purchasing the Content.  You must identify the Authorized Users by name, title and email address at the time of purchase.  The Authorized User(s) may not share access to the Restricted Content with any person or persons other than the Authorized Users and may not make the Restricted Content available to any other person or persons by any means without the prior written consent of Energy Decisions Group.  The Authorized User(s) may use the Restricted Content on any computer or device and may print out the Restricted Content for their use only.  Enterprises and Authorized Users who infringe these license terms are liable for a Global Enterprise License fee.

GLOBAL ENTERPRISE LICENSE:  This license grants the use of Restricted Content by an unlimited number of Authorized Users within the same Enterprise.  The Authorized Users must be employees of the purchasing Enterprise.  Each of the Authorized Users may use the Restricted Content on any computer or device and may print out the Restricted Content, but may not share access to the Restricted Content with any other person or persons outside the Enterprise.

Notwithstanding the foregoing, you shall not undertake any of the below:

  • modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Restricted Content;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Restricted Content to any other person or party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
  • Posting complete or partial sections of Restricted Content on an Internet site;
  • Posting complete or partial sections of Restricted Content on an intranet site without purchasing a Global Enterprise License;
  • Using research or excerpts from Restricted Content in any public relations or sales campaigns;
  • Distribution of Restricted Content to any third party or access or use of the Restricted Content in excess of the number of Authorized Users;
  • use the Restricted Content in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right of any person;
  • access the Restricted Content to build a competitive product or service based on the Restricted Content; or
  • use the Restricted Content in any manner or for any purpose or application not expressly permitted by this Agreement.

Orders

Orders placed by you via our website, verbally over the telephone or in person, via written/email confirmation, or via submission of a signed quote document (any of the foregoing hereinafter referred to as an “Order” or “Orders”) for any of our Restricted Content shall only be binding when accepted by us.  You shall not cancel or amend an Order unless we have given you our prior written consent to do so.  We assume that any person who places an Order on your behalf is authorized to bind you legally.  Orders and all transmissions of the Restricted Content to Authorized Users shall incorporate the provisions of these Terms of Restricted Content Use by reference as if fully set forth therein.  For avoidance of doubt, all use of the Restricted Content is subject to these Terms of Restricted Content Use.

Ownership

You acknowledge that the Restricted Content is the property of Energy Decisions Group and is protected by copyright, trademark and other intellectual property laws.  Energy Decisions Group reserves all rights to the Restricted Content not expressly granted herein, including the rights, directly or indirectly, to publish, license and sell the Restricted Content in whole or in part, and any and all conversions or translations thereof into any and all languages (including, but not limited to, English) anywhere in the world including in electronic form and on the Internet or other computer networks.  Energy Decisions Group reserves the right to make changes to the Restricted Content at any time without notice.

Energy Decisions Group, Inc. and our licensors, as the case may be, at all times retains all legal and beneficial interest in all copyrights, patents, trade marks, service marks, patents, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (collectively, “Intellectual Property Rights”) relating to the Restricted Content.  You obtain no Intellectual Property Rights in the Restricted Content pursuant to or arising out of these Terms of Restricted Content Use.

Charges and Payment Terms

PAYMENT BY CREDIT CARD:
Any Order made by you in which you provide credit card details as your desired form of payment (as opposed to you indicating your desire to pay by invoice at the time of checkout) under this Agreement (“Credit Card Charges”) will be considered final upon our acceptance of your Order and successful completion of processing of your credit card purchase transaction.  Unless you are located in the State of North Carolina, USA, Credit Card Charges are exclusive of all taxes, duties and fees, including without limitation, any value added taxes (“VAT”) for which you will be solely responsible.  If you are located in the State of North Carolina, USA, applicable state sales tax will be indicated at the time of checkout and will be collected during credit card purchase transaction processing.  All Orders paid by credit card are final and are not eligible for return (see Return Policy below).

PAYMENT BY INVOICE:
We shall invoice you for all fees and charges payable by you to us under this Agreement (“Invoice Charges”) upon our acceptance of an Order from you in which you indicate your desire to pay by invoice (as opposed to payment by credit card at the time of checkout).  Unless you are located in the State of North Carolina, USA, Invoice Charges are exclusive of all taxes, duties and fees, including without limitation, any VAT for which you will be solely responsible.  If you are located in the State of North Carolina, USA, applicable state sales tax will be indicated on your invoice and collected by us.  Invoices shall be paid in full within thirty (30) days of the invoice date.  If you do not settle payment of any Invoice Charges within thirty (30) days of the invoice date, interest will accrue on the balance owed for the Restricted Content purchased by you at the rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower.  All Orders payable by invoice are final and are not eligible for return (see Return Policy below).

MODIFICATION OF PAYMENT TERMS & REQUIREMENT OF FULL PAYMENT:
We may, in our sole discretion, deny you the option to pay by invoice and require payment by credit card.  Additionally, we may, in our sole discretion, modify the payment terms to require full payment in advance and/or require you to provide such other assurances as we may require to secure your payment obligations.

Return Policy

Due to the nature of the Restricted Content we sell, we regret that we cannot accept returns of Restricted Content once we have accepted your Order.  Please be sure to read all available information about the Restricted Content before you place your Order.  If you have any questions about the content, source, or nature of our Restricted Content, or about the ability of the Restricted Content to meet your needs, please contact us at client.services@energydecisionsgroup.com.

Warranties

We do not warrant that the Restricted Content will meet your requirements or that it will be complete, error free, or delivered without interruption.  THE RESTRICTED CONTENT IS PROVIDED ON AN “AS IS” BASIS, AND ENERGY DECISIONS GROUP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE RESTRICTED CONTENT, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT AND ACCURACY. You assume sole responsibility for the selection, suitability and use of the Restricted Content and acknowledge that, except as stated above, we do not provide any additional warranties or guarantees relating to the Restricted Content.

Intellectual Property Rights and Indemnification

You shall fully indemnify us for any infringement of any Intellectual Property Rights arising as a result of your use of the Restricted Content in violation of the Terms of Restricted Content Use.  You shall allow us (or our licensors) to control any proceedings arising as a result of any infringement, threatened infringement, or claim relating to the Intellectual Property Rights.  You shall make no admission as to liability nor agree to any settlement or compromise of any action.  You shall, at our request and cost, offer such assistance as we may reasonably request in relation to any proceedings relating to our Intellectual Property Rights.  Any recovery obtained from such proceedings shall accrue solely for our benefit.  If any infringement, threatened infringement, or claim occurs in relation to any Intellectual Property Rights, or if we consider that such a claim is likely to occur, we may in our sole discretion:

  1. procure the right for you to use the Restricted Content free of the infringement claim; or
  2. replace or modify the Restricted Content to make it non-infringing; or
  3. terminate that part of the Restricted Content relating to the infringement (or potential infringement) and return any fees paid by you with respect to that part of the Restricted Content in full and final settlement of any claims; or
  4. if none of these options is reasonably practicable, return any fees paid by you for the affected Restricted Content in full and final settlement.

Additionally, by using the Restricted Content, you agree to indemnify and hold harmless Energy Decisions Group and its officers, directors, employees and agents, from and against all claims, actions, suits, damages, liabilities and costs (including, without limitation, reasonable legal fees), resulting from:

  1. Your breach of any provision of these Terms of Restricted Content Use, or
  2. Your use of or reliance on the Restricted Content.


Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ENERGY DECISIONS GROUP WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR INABILITY TO USE RESTRICTED CONTENT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF ENERGY DECISIONS GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). ENERGY DECISIONS GROUP’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE RESTRICTED CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE PURCHASE PRICE OR FEES PAID BY YOU TO ENERGY DECISIONS GROUP, ITS SUBSIDIARIES OR ITS AFFILIATES FOR THE RESTRICTED CONTENT WHICH GIVES RISE TO SUCH CLAIM. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

YOU HEREBY ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO ALL RESTRICTED CONTENT.  SUCH LIMITATION OF LIABILITY WILL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF OR RELIANCE ON RESTRICTED CONTENT, FROM INABILITY TO USE THE RESTRICTED CONTENT, FROM MISTAKES IN THE RESTRICTED CONTENT OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF RESTRICTED CONTENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

If you are a California resident, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Export Control

You may not use or otherwise export or re-export the Restricted Content except as authorized by applicable law. In particular, but without limitation, the Restricted Content may not be exported or re-exported in violation of export laws, including if applicable export or re-export into any US-embargoed countries or to anyone on the US Treasury Department’s list of Specially Designated Nationals or the US Department of Commerce Denied Person’s List or Entity List. By using the Restricted Content, you represent that you are not located in any country or on any list where the provision of Restricted Content to you would violate applicable law. You also agree that you will not use Restricted Content for any purposes prohibited by applicable law.

Entirety of Agreement

These Terms of Restricted Content Use, the Terms of Website Use, the Privacy Policy, and other terms or policies defined therein or that we may post on the Website (including any update to any of the foregoing) constitute the entire agreement between Energy Decisions Group and you in connection with your purchase of any Restricted Content and supersedes any prior agreements, including prior versions of these Terms of Restricted Content Use.  In the event of any inconsistency between these Terms of Restricted Content Use and the Order, the Order shall prevail.  Failure at any time to enforce any of these terms or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same.  These Terms of Restricted Content Use do not confer any rights to or on any third party.  These Terms of Restricted Content Use shall be governed by the laws of the State of North Carolina, USA; you agree that all claims you may have arising from or relating to these Terms of Restricted Content Use will be heard and resolved exclusively in the applicable courts of the State of North Carolina, USA.  You specifically warrant and represent that you are authorized to bind the Enterprise and Authorized Users to these Terms of Restricted Content Use.