Access to, and use of, the Utility Resource Collaborative, a Washington limited liability company (“URC”) website (“Website”) and products available on the Website (“Products”), including all of its content, is conditional on your execution of this Agreement and abiding by the terms of this Agreement (“Terms”). You are agreeing to be bound by the Terms and you indicate your continued acceptance of the Terms by using or visiting the URC Website.
- The Utility Resource Collaborative (“URC”) Website was established as an online platform to give access to subscription-based information, resources, and products to utilities for the purposes of providing standardized approaches and solutions to common utility needs.
- You are responsible for maintaining the security of your account, including but not limited to the confidentiality of your username and password. You are solely responsible for all activities that occur as part of your account and all actions in connection with your account. You agree to provide and maintain accurate, current, and complete information, including contact and payment information. You are prohibited from using false or misleading information with your account, or trade on the name or reputation of others. URC has the express right to change or remove any information that URC considers inappropriate or unlawful, or otherwise may expose URC to claims of third parties. You agree that URC may, but is not legally obligated to, take steps to verify the accuracy of information you have provided to URC. You are required to immediately notify URC if there is unauthorized use of your information, your account, or any security breach. URC is not liable for any acts or omissions by you, including any damages as a result of such acts or omissions.
- You represent and warrant that your use of the Website and Products will be in accordance with this Agreement and all applicable laws and regulations.
USE OF THE WEBSITE AND PRODUCTS
Your access to, and all of your use of the Website and Products is required to be lawful and comply with this Agreement, and any other agreement between you and URC. You expressly agree not to use the Website and Products for any of the following: (a) conduct that violates criminal law, gives rise to civil liability, or violate any city, state, national or international law or regulation; (b) posting or transmitting copyrighted material; (c) posting or transmitting material that reveals trade secrets, unless you own such trade secrets or have written authorization of the owner of such trade secrets; (d) posting or transmitting material that infringes on another person’s intellectual property, privacy, or publicity right; and (e) any activity that interferes with the operation of the Website. The configurations and specifications of the Website, including all content available on the Website and the Products may be amended and updated, at the sole discretion of URC. You agree to be bound by such changes or updates
FEES PAYABLE TO URC
By purchasing Products, you agree to pay URC the posted price for each Product for the term of use. Payments are due upon purchase. All fees are exclusive of, and you are responsible for, all taxes, duties, levies or fees, or other similar charges imposed on URC or yourself by any taxing authority (other than taxes imposed on URC’s income), unless you have provided URC with an appropriate resale or exemption certificate for the jurisdiction where the Products are used.
THIRD PARTY MATERIALS
URC has not reviewed all of the material, including but not limited to the Products, posted to the Website, and is expressly not responsible for the Website’s content, use, or consequences of such use. URC does not endorse or imply the validity of materials on the Website or Products. URC expressly makes no claims, representations, or warranties, expressed or implied, concerning the validity or accuracy of the information posted, or hyperlinked, on the Website nor the Products, including whether such items are useful or non-harmful. The Website may contain content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also unintentionally contain material that violates the privacy or publicity rights, or infringes the intellectual property, and other proprietary rights of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. URC disclaims all responsibility for any harm and damages resulting from the use or downloading of materials on the Website.
- If you believe that material located on or linked to by the Website violates your copyright, then you are encouraged to notify URC. URC will, as it is able, respond to such notice, including removing the infringing material or disabling links to the infringing material.
- If you infringe on the copyrights or other intellectual property rights of URC or others, URC may, at its discretion, terminate or deny access to and use of the Website and Products. If your access is terminated, then URC will have no obligation to provide a refund of any amounts previously paid to URC or any other person in respect of any such termination.
Trademarks, service marks, graphics, and logos used in connection with the Website and Products may be the trademarks of other third parties and any license of use is for the exclusive benefit and use of URC or the owner of such intellectual property. Using the Website grants you no right or license to reproduce or otherwise use URC or third-party intellectual property. Further, to personalize your organization’s private URC website, you do grant a right or license to reproduce or otherwise use any of your trademarks, service marks, graphics and/or logos, unless you provide advance written notice that you do not authorize such use. If you don’t wish to provide permission for the use of your organization’s name and logo, you must provide such advance written notice before using the Website to URC at the following email address: URC@utilitycollab.com.
TERMINATION OF THIS AGREEMENT
You may terminate and close your account with URC at any time by sending URC written notice. URC may terminate its relationship with you, or may terminate, or suspend your access to the Website and Products at any time if: (a) you breach this Agreement; (b) URC reasonably suspects you are misusing the Website or Products to break the law or infringe a third party’s rights; or (c) you violate the law.
Under no circumstances will URC, its subsidiaries and affiliates, their respective directors, officers, employees or agents, and other representatives be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profits and business interruption, whether in contract or in tort, including negligence, arising in any way from the use of the Website and/or Products, or of any hyperlinked information.
INDEMNIFICATION OF URC
- You agree to defend, indemnify, and hold URC harmless, including its subsidiaries and affiliates, their respective directors, officers, employees or agents, and other representatives, from and against all claims, losses, damages, liabilities, and costs (including but not limited to reasonable attorneys’ fees and costs), arising out of, relating to or in connection with (a) a violation of this Agreement or any other agreement with URC; or (b) any allegation that any information or material (including any Content) violates any rights of any third party.
- You understand and agree that, by using the Products, you are solely responsible for any data, including personally identifiable information, collected or processed via the Products. You will defend, indemnify, and hold URC harmless, without any limitation, for all damages in connection to (alleged) violations of any privacy laws through the use of the Products through your account.
- You are responsible for maintaining appropriate technical and organizational measures for the protection of data processed on your computer systems and on third-party systems that are used to access the Website. URC is not liable for a delay in performing or failure to perform any of its obligations to you caused by events beyond its control. URC will notify you in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
- This Agreement, the Website, and Products and any and all agreements between you and URC shall be governed by and construed in accordance with the laws of the state of Washington. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.
- No waiver will be binding on a party unless it is in writing and signed by the party making the waiver. A party’s waiver of a breach of a provision of this Agreement will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision.
- This Agreement does not constitute and will not be construed to constitute joint venture, partnership, employment, or agency relationship exists between you and URC. You have no right to obligate or bind URC in any manner whatsoever, and nothing contained in this Agreement will give or is intended to give any rights of any kind to third party.
- This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.
- This Agreement may be executed in separate counterparts, each of which when executed and delivered will be an original, but all of which together will constitute one and the same instrument.