The Cleantech Group Terms of Use Agreement

Welcome to the Cleantech Group’s Member Services web site and i3 Platform (“Member Services”). By using our Member Services, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use our Members Services. The term “Cleantech Group,” “us” or “our” refers to the Cleantech Group., the legal name of the owner of the Member Services. The term “you” refers to the user or viewer of our Member Services.

 

Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to Member Services. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Member Services, the content, products or services provided by or through the Member Services, and the subject matter of this Agreement. We may amend this Agreement at any time from time to time without specific notice to you. The latest Agreement will be posted on the Cleantech Group website, and you should review this Agreement prior to using the Member Services.

Payment

Payment terms are net thirty (30) days. Subscription service fees shall be invoiced in one (1) year increments in advance of the service. In the event you fail to pay any invoice when due, in addition to any other right reserved hereunder, the Cleantech Group reserves the right to suspend or limit performance until all past due sums are paid. It is agreed that the Cleantech Group may retain title to any Member Services purchased hereunder not fully paid at time for delivery until such purchase price is fully paid and if the purchase price is to be paid on installments. You will, prior to the time of delivery, execute a security agreement or other financing statement for such purchase price, all on forms customarily used by the Cleantech Group in similar transactions. You represent and warrant that if you are purchasing something from us that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

Taxes

Except as otherwise specified, the prices stated do not include any state, federal or local sales, use or excise taxes applicable to the delivery or use of the Subscription Service and Support sold hereunder nor for any associated computer (“Product”) sold to Buyer for the viewing of the Subscription Services. Buyer expressly agrees to pay the Cleantech Group, in addition to the prices stated, the amount of any such taxes, domestic or foreign, which may be imposed upon or payable by the Cleantech Group.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Member Services are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Member Services, except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Member Services. The posting of information or materials on the Member Services does not constitute a waiver of any right in such information and materials. Some of the content on the Member Services is the copyrighted work of third parties.

Service Marks.

“Cleantech Group” and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Member Services may be trademarks of their respective owners.

Limited License; Permitted Uses.

You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Member Services strictly in accordance with this Agreement; (b) to use the Member Services solely for internal, professional, non-commercial purposes; and (c) to print out or export discrete information from the Member Services solely for internal, professional, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Member Services or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

Restrictions and Prohibitions on Use.

Your license for access and use of the Member Services and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Member Services or any Content and Materials retrieved from it; (b) use the Member Services or any materials obtained from the Member Services to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Member Services; (d) use any Content and Materials from the Member Services in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Member Services; (f) make any portion of the Member Services available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Member Services software or use any network monitoring or discovery software to determine the Member Services architecture; (h) use any automatic or manual process to harvest information from the Member Services; (i) use the Member Services for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Member Services in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Member Services or any portion thereof, or any software available on or through the Member Services, in violation of the export control laws or regulations of the United States.

The Member Services may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Member Services is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser or sponsor’s materials.

Registration/Purchase.

Certain sections of, or offerings from, the Member Services may require you to register. If registration is requested, you agree to provide us with accurate, complete registration and/or purchase information. Your registration must be done using accurate information. Each registration is for your personal use only. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.

Errors, Corrections and Changes.

We do not represent or warrant that the Member Services will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Member Services will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Member Services at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Member Services.

Third Party Content.

Third party content may appear on the Member Services or may be accessible via links from the Member Services. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Member Services. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

Certain Content. The Cleantech Group, external experts, contributors and bloggers, or other third parties copyright certain of the content on this Member Services. This content is provided “as is” without warranty of any kind. Neither we, nor any data suppliers make any warranty whatsoever as to the accuracy or completeness of the content or the results to be obtained from using the information contained therein and neither any data suppliers nor we will be responsible for any claims attributable to errors, omissions, or other inaccuracies in the information contained in the content. The user assumes the entire risk for the results and performance of the content. Further, neither we nor any of our data suppliers make any representations or warranties, either express or implied, with respect to the content, including, but not limited to, the quality, performance, merchantability or fitness for a particular purpose of the content or any information contained therein. In no event will any data suppliers or we be liable for direct, indirect, special, incidental, or consequential damages arising out of the use of or inability to use the content or for any loss or damage of any nature caused to any person as a result of that use.

Material contained in the content may not be duplicated or redistributed without the prior written consent of us and the copyright holder, except that one print copy of search output is permitted for use within the user’s organization and that search output may be stored temporarily in electronic media for editing or reformatting and subsequent printing of one print copy of search output for internal use.

Advertising and sponsored links found on content pages from third party providers are not provided by those content providers and are not endorsements.

Unlawful Activity.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

You agree that The Cleantech Group, in its sole discretion, may terminate your membership, and remove and discard any content that you have posted on the Member Services, for any reason, including, without limitation, for lack of use or if The Cleantech Group, in its sole opinion, believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or that you are a repeat infringer of intellectual property rights. You agree that any termination of your access to the Member Services under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that The Cleantech Group may immediately deactivate or delete your account and all related information and files in your account and/or bard any further access to such files or the Member Services. Further, you agree that The Cleantech Group shall not be liable to you or any third-party for any termination of your access to the Member Services.

Your right to use the Member Services is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.

THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE MEMBER SERVICES ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 17(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THIS MEMBER SERVICES AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE MEMBER SERVICES OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

Limitation of Liability.

(a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (1) any errors in or omissions from the Member Services or any services or products obtainable there from, (2) the unavailability or interruption of the Member Services or any features thereof, (3) your use of the Member Services, (4) the content contained on the Member Services, or (5) any delay or failure in performance beyond the control of a Covered Party.

(b)(1) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE MEMBER SERVICES AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

Use of Information.

We reserve the right, and you authorize us, to the use and assignment of all information regarding Member Services uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

In compliance with the Children’s Online Privacy Protection Act of 1998, The Cleantech Group does not accept registrations from those less than 13 years of age. By registering with The Cleantech Group, you represent that you are at least 13 years old.

Privacy Policy.

Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

 

Securities Laws.

The Member Services may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on our Member Services, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Member Services and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

Links to other Web Sites.

The Member Services contains links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Member Services does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Member Services and access these third-party sites, you do so at your own risk.

Copyrights and Copyright Agents.

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b. A description of the copyrighted work that you claim has been infringed;

c. A description of where the material that you claim is infringing is located on the Member Services;

d. Your address, telephone number, and email address;

e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Member Services can be reached by mail:

Copyright Agent

Cleantech Group

33 New Montgomery Street, Suite 220
San Francisco, Ca 94105

Information and Press Releases.

The Member Services contains information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

 

Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Member Services and the Content and Materials provided therein.

This Agreement shall be treated as though it were executed and performed in San Francisco, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). Any cause of action by you with respect to the Member Services (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 16 and Section 17. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. We may automatically assign this Agreement and all incorporated agreements and your information in our sole discretion to a third party in the event of an acquisition, sale or merger. If any provision of this agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and unenforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible. To the extent that anything in or associated with the Member Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement. The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement.

Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us relating to Member Services operations and/or intellectual property, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS applicable at the time the arbitration commences. The arbitration shall be conducted in San Francisco, California. Each party shall bear its own attorneys’ fees. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.