1.2. These Terms and Conditions may be amended, modified or replaced by other terms and conditions, e.g. for updated features and enhancements. With log-in, or where a log-in is not required, in accessing or using the UtiliSave.com website, these Terms and Conditions are accepted in their then current version.
2. Access to UtilityData.com
2.1. The UtiliSave.com website provides direct access to UtilityData.com. For the terms of service applicable to the use of UtilityData.com, please read the applicable Terms of Service. The UtilityData.com Terms of service govern access to and use of utilitydata.com. Therefore, we advise that you familiarize yourself with the Utilitydata.com Terms of service before accessing www.UtilityData.com.
3. Rights of User to Information
3.1. UtiliSave owns all rights, title interest, and/or licenses to the images, documentation, and/or all other information on the UtiliSave.com website and all content thereon. As a condition for use of the UtiliSave.com website, should the User post, provide, and/or transfer any images, documentation, or other information to the UtiliSave.com website, the User assigns and transfers all rights, title, interest and license in same to UtiliSave. UtiliSave grants User a personal non-exclusive and non-transferable license, which may not be sublicensed to use the images, documentation, and all other information made available to the User on or via the UtiliSave.com website for the User’s own non-commercial use (i.e., outside the User’s commercial activities with UtiliSave), to the extent agreed, or in the event of no such agreement, to the extent of the purpose intended by UtiliSave in making the same available.
4. Intellectual Property
4.1. The trademarks, service marks and logos used and displayed on the UtiliSave.com are UtiliSave’s registered and unregistered trademarks. UtiliSave is the copyright owner or authorized licensee of all text and all graphics contained on UtiliSave.com. All trademarks and service marks of UtiliSave that may be referred to on the UtiliSave.com website are the property of UtiliSave. Other parties’ trademarks and service marks that may be referred to on Utilisave.com are the property of their respective owners. Nothing on the Web Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of UtiliSave’s trademarks or service marks without UtiliSave’s prior written permission. UtiliSave aggressively enforces its intellectual property rights.
4.2. Notwithstanding §3 (above) of these Terms and Conditions, the contents of the UtiliSave.com website may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise used or modified in any other way without the prior written permission of UtiliSave.
4.3. UtiliSave may, without charge, use any ideas or proposals, or other information stored by a User on the UtiliSave.com website for the development, improvement and sale of its products.
5. Duties of the User
5.1. In accessing or using the UtiliSave.com website, the User shall not:
— harm other persons or infringe their personal rights;
— breach public morality in its manner of use;
— violate any intellectual property right or any other proprietary right;
— upload any contents containing a virus, or any other program that could damage data; or
— transmit, store or upload hyperlinks or contents to which the User is not entitled.
6.1. The UtiliSave.com website may contain hyperlinks to the web pages of third parties. UtiliSave shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as UtiliSave does not control the information on such web pages and is not responsible for the contents and information given thereon. The use of such web pages shall be at the sole risk of the User.
7. Liability for Defects of Title or Quality
7.1. UtiliSave makes no representations or warranties regarding the accuracy or completeness of the UtiliSave.com website content. Except as specifically provided in this Agreement, the UtiliSave.com website and its content therein, are provided to User “as is”. UtiliSave makes no other representation or warranty, either express or implied. UtiliSave does not warrant the accuracy, completeness, performance, currency, merchantability, or fitness for a particular purpose of the UtiliSave.com website or the content it contains or the method of delivering that information to User. Insofar as any, images, documentation and/or all other information is made available at no cost, any liability for defects as to quality or title of the images, documentation, and all other information, especially in relation to the correctness or absence of defects or the absence of claims, or third party rights or in relation to completeness and/or fitness for purpose, are excluded. UtiliSave disclaims all responsibility for any loss or claim of any kind resulting from, arising out of, or any way related to (a) errors in or omissions in the UtiliSave.com website, including technical inaccuracies and typographical errors, (b) any third party web sites or content therein directly or indirectly accessed through links in any of the UtiliSave.com website’s content, (c) the unavailability of the UtiliSave.com website, (d) any use of the UtiliSave.com website or any content contained therein, or (e) any reliance on the information contained in the UtiliSave.com website, even if advised of the possibility of such damages. In no event shall UtiliSave, or its respective officers, directors, employees, shareholders, agents, or representatives, be liable to User or any other person for any special, indirect, incidental, exemplary, punitive, or consequential damages or loss of goodwill in any way arising from or relating to the use of or inability to use the UtiliSave.com website, even if UtiliSave has been notified of the possibility of such damages.
7.2. Although UtiliSave makes every endeavor to keep the UtiliSave.com website free from viruses, UtiliSave cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.
8. Data Privacy
8.2. All data provided by Users remains the property of User, but is subject to the term set forth in paragraph 8.3 below.
8.3. By using com, and related services or websites, Users give permission and grant a license to all parties authorized by UtiliSave to use all information, including, but not limited to, give permission and grant a license to all parties authorized by UtiliSave.com, its related sites and UtiliSave, permission to utilize all information including but not limited to building data, operational data and utility data of all types that Users enter into UtiliSave.com, or other sites that are linked to UtiliSave.com, for the benefit of the User, Users or other parties that make use of UtiliSave.com or its related sites as deemed appropriate by UtiliSave.
9. Supplementary Agreements, Place of Jurisdiction, Applicable Law
9.1. Any supplementary agreement requires the written form.
9.2. These Terms and Conditions and the use of the site are governed by the laws of the State of Delaware without regard to conflict of laws principles thereof. By using the UtiliSave.com website, you irrevocably (a) consent to the jurisdiction of the state and Federal courts located in Wilmington, Delaware for any action arising out of or relating hereto or thereto, (b) agree that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) waive any claim of inconvenient forum or other challenge to venue in such court, and (d) agree not to bring any action or proceeding in any other court. The application of the United Nations Convention on Contracts for the International Sales of Goods (CISG) of 11 April 1980 is excluded.
9.3. The individual pages of the UtiliSave.com website are operated and administered by UtiliSave, LLC. The pages comply with the law applicable in the country where the responsible company has its business residence. UtiliSave makes no representation that information, and/or documentation on the UtiliSave.com website are appropriate or available for viewing or downloading at locations outside such country. If Users access the UtiliSave.com website from outside such country, they are exclusively responsible for compliance with all applicable local laws. Access to the UtiliSave.com website’s information, images, documentation, and/or other information from countries where such content is unlawful is prohibited. In this case and where User seeks to do business with UtiliSave, the User should contact an UtiliSave representative for the particular country for country specific business.
9.4. This Agreement, as it may be amended from time to time in the sole discretion of UtiliSave, and constitutes the entire agreement between User and UtiliSave, and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the subject matter of this Agreement. If any provision of this Agreement shall be held to be unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable.