Terms & Conditions
Welcome to our website. Enel X North America, 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 As such, the information and materials contained on our website may be out of date or include omissions or other errors.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 Enel X North America, 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 Enel X North America, 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 Enel X North America, 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 Enel X North America'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. Enel X North America 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 Enel X North America.
Our trademarks include: Enel X North America, 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 Enel X North America'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 Enel X North America 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.
The section headings in these Terms are for convenience only and have no legal or contractual effect.