Description

Locus Energy, Inc – Terms of Use Agreement

Terms of Use

BY ACCESSING THIS SITE AND ANY PAGES THEREOF, YOU AGREE TO THE TERMS AND CONDITIONS OF OUR TERMS OF USE AGREEMENT.

THIS TERMS OF USE AGREEMENT INCLUDES A PRIVACY POLICY (PART I), WARRANTY INFORMATION (PART II), AND A LICENSE AGREEMENT GOVERNING THE USE OF THE LOCUS ENERGY WEBSITE AND PLATFORM (PART III).

Please Note: If you have a separate signed agreement with Locus Energy (Locus), that agreement will take precedence over these terms of use in cases where the two diverge.

Part I: Privacy Policy

Locus Energy is committed to helping you maintain your privacy and security on our platform. The purpose of our Privacy Policy is to inform you about the types of information we might collect when you use our platform, and how that information may be used or disclosed.

Collection & Use of Information

Locus Energy collects personally identifiable information as well as general information which cannot be linked to you. We use your personal information to operate our platform and deliver its services to you. We may also use your personally identifiable information to inform you of other products or services available from Locus Energy and its affiliates, or for research purposes. We do not provide customer lists to third parties.

Personally Identifiable Information

This refers to information specific to you. This may include your name, email address, and phone number. In addition, any emails or other correspondence may be tracked as well. We use this information to provide better services to you.

Cookies

A "cookie" is a small amount of information that is sent to your web browser from a web server and is stored on your computer's hard disk. The use of cookies helps to personalize your online experience.

Sharing Your Information

Except as disclosed in this Privacy Policy, we do not sell, trade, rent, or otherwise retransmit any Personally Identifiable Information we collect online unless we have your permission. Any Personally Identifiable Information is for internal use only except as required by government or for law enforcement reasons.

Links to Third-Party Websites

Locus may provide you with links to third-party websites for your information and convenience, or to provide additional information for various other goods and services. If you use these links, you will be leaving our platform. This Privacy Policy does not cover third-party websites.

Privacy Policy Changes

Any updates or changes to the terms of this Privacy Policy will be posted on our platform. Please check this statement frequently to ensure you have the latest version.

By using our Website, you acknowledge acceptance of this Privacy Policy in effect at the time of use.

Part II: Warranty Information

Platform Information

The information and materials contained on this platform, including text, graphics, links or other items – are provided "as is" and "as available". While Locus makes best efforts to ensure the accuracy of all its information and employs several layers of redundancy to this purpose, Locus does not warrant the accuracy, adequacy, or completeness of the information and materials and expressly disclaims liability for errors or omissions in this information and materials. No warranty of any kind, implied or statutory, is given in conjunction with the information and materials.

Most Locus Energy, Inc hardware products are covered by a separate Hardware Limited Warranty. For more information, or a copy of the Hardware Limited Warranty, please contact
sales@locusenergy.com or your Locus Energy, Inc account manager.

Part III: License Agreement

The Locus platform is comprised of the LocusNOC and SolarNOC™ website, the Locus client site, the Locus API and additional features such as Virtual Irradiance.

By using all or any portion of the Locus platform, you accept all the terms and conditions of this agreement without modification. In particular, the provisions on Ownership of Intellectual Property in section 2, Customer License Grant in section 3, Confidentiality in section 5 and Limitation of Liability in section 6. Your use of the Locus platform constitutes your agreement with all such terms and conditions.

1. Definitions: ‘Locus’ means Locus Energy, Inc, a company with a principal location at 2 Hudson Place, 6th Floor, Hoboken, NJ 07030. The ‘Locus Platform’ or ‘Platform’ means the web sites and API offered by Locus to support energy monitoring and asset management. ‘User’ means an authorized user of the Locus Platform. ‘Customer’ means a user who has paid for access to the Locus Platform or has been given trial access to the Platform. ‘Personally Identifiable Information’ means information which can be linked to a specific user such as address, email, telephone number, etc. ‘End-user’ is an authorized user who has access to more limited functionality within the Locus Platform, such as the Client Portal. ‘Data’ means information including User details, system details and performance data which is submitted, entered or posted onto the Platform.

2. Ownership of Intellectual Property: Except as otherwise set forth in this Agreement, and subject to Locus’ express written license grant to User as set forth in Section 3, Locus shall own all intellectual property, including without limitation copyrights, software, work product, code, hardware design, patents, etc. contained within the Locus Platform.

3. Customer License Grant: Locus hereby grants to User a limited license to use the Locus Platform as follows: a) to access the Locus Platform including data recordings and system activity of the systems which User is authorized to access; b) to permit access to the Locus Platform by other authorized parties, such as end-users who have access to the Client Portal. This License Grant does not cover, and therefore User may not do, the following: a) sell or grant additional licenses, sub-licenses, or any other access to the Locus Platform not specifically covered by the terms of this Agreement; b) sell Confidential Information to third parties or otherwise distribute or reveal Locus’ Confidential Information, unless expressly agreed in writing by Locus; and c) publicize or otherwise share Locus’ Confidential Information with anyone, unless expressly agreed in writing by Locus.

4. License Grant Covenant: Customer covenants that it shall not reverse engineer, decompile, or disassemble any of the Locus Platform’s components except to the extent permitted by applicable law.

5. Confidentiality: Locus agrees to keep all Personally Identifiable Information confidential. While this Personally Identifiable Information will be kept strictly confidential, Locus reserves the right to maintain/analyze/aggregate/use other posted or submitted Data, so long as no Personally Identifiable Information is disclosed. By posting, uploading, inputting, providing or submitting Data, User warrants and represents that the User owns or otherwise controls all of the rights to Data submitted, including, without limitation, all the rights necessary for the User to provide, post, upload, input or submit the Data. Additionally, Locus will distribute and report data as required by federal, state, and local laws and ordinances.

6. LIMITATION OF LIABILITY: IN NO EVENT WILL LOCUS, ITS AGENTS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, OR PARENT COMPANIES BE LIABLE TO USER FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING COMMERCIAL LOSSES, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, SAVINGS, GOODWILL, DATA OR USE), WHETHER IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, ARISING DIRECTLY OR INDIRECTLY AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, FORESEEN OR KNOWN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN USER’S JURISDICTION.

User agrees to limit Locus’ liability as follows. If a court of competent jurisdiction determines that Locus or any of its, subsidiaries, affiliates, or parent companies is directly responsible for damages arising from the services that Locus performs or the systems it provides under this Agreement, such damages shall be limited to the sum of the yearly service and equipment charges actually paid by User under this Agreement during the year in which the event giving rise to such damages occurred. Except as expressly provided elsewhere in this Agreement, these agreed upon damages are the User’s sole and exclusive remedy no matter the cause of any loss, damage, injury, or other consequence, whether caused by negligence, gross negligence, tort, failure to perform duties under this Agreement, breach of warranty, strict liability, failure to comply with any applicable law, or other default by Locus on any of its obligations in this Agreement.

7. No Unlawful or Prohibited Use: As a condition of your use of the Locus Platform, User warrants to Locus that the User will not use the Platform for any purpose that is unlawful or prohibited by these terms and conditions. User may not use the Platform in any manner which could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the platform. User further agrees that no joint venture, partnership, employment, or other relationship exists between User and Locus, except as otherwise documented in writing.

8. Modification of the License Agreement: Locus reserves the right to change the terms and conditions of the Platform license, including charges and service levels at any time and in its sole discretion. Customer’s continued use of the Locus Platform indicates acceptance of any such changes.

9. Trademark Notice: Locus Energy, Inc is a registered trademark (R). LocusNOC, SolarNOC and LGate are trademarks (TM) or service marks (SM) of Locus. Use of the above marks without the express written permission of Locus is prohibited. All other trademarks contained herein are the property of their respective owners. This may be a partial list.

10. Termination: Locus reserves the right, in its sole discretion, to terminate User’s access to the Platform or any portion thereof at any time, without notice. In cases where a User is in good standing with payments for paid access to Data per one or more written purchase orders, Locus will ensure that adequate ongoing access to data is maintained even if access to the Platform or part thereof is terminated.

11. Enforceability : In case any provision of this Agreement shall be invalid or unenforceable, the validity and enforceability of the remaining provisions of the Agreement will not in any way be affected or impaired thereby.

12. Governing Law: This Agreement shall be governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. User hereby consents to the exclusive jurisdiction of New York, U.S.A. in all disputes regarding the Platform. User may not access the Platform in any jurisdiction which does not give effect to all provisions of these terms and conditions.

ADDITIONAL TERMS FOR VIRTUAL IRRADIANCE

The Locus Platform enables Customers to use Virtual Irradiance Data ("VI Data") from Locus’ Virtual Irradiance functionality, either within the Locus Platform or otherwise (e.g. through a report, extract or API). The following additional terms apply to this Agreement if Virtual Irradiance functionality is used:

1. Customer acknowledges that its license includes only the right to use VI Data consistent with this Agreement and that it has no right, title, or interest in VI Data, or to any copyrights, trademarks, or other proprietary rights belonging to Locus.

2. VI Data is provided on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis. No warranty of any kind, express or implied, is provided for this information. In addition, the publication of VI Data accuracy should not be implied as a warranty or guarantee. Furthermore, the information used to calculate VI Data is gathered from numerous sources and may change over time without notice. Because of the possible changes in its source data, Locus assumes no legal liability for the accuracy, reliability, timeliness or utility of VI Data. Data source gaps may lead to corresponding data gaps within VI Data. Finally, this information should not be construed as advice, and all actions based on VI Data should be independently verified.

3. Customer has a license to VI Data which does not confer ownership rights. Use of VI Data may occur so long as this license is current. Locus retains full ownership of VI Data and all intellectual property rights therein.

4. Customer may only use VI Data as covered by this Agreement. Any delivery of VI Data, in whole or in part, to a third party will require a separate license by that party. This requirement covers a variety of uses including, but not limited to, software programs, solar simulations and graphical representations.

5. In accordance with the use cases below, Customer may create and provide to third parties reports and analyses based on the VI Data. This notwithstanding, Customer may not sell, rent, lease, publish, post, sublicense, lend, assign, or transfer in whole or in part, or provide unlicensed third parties access to any version of VI Data without prior written consent from Locus. Also, any reports or analyses relayed to a third party shall not allow for the derivation or reverse engineering of the VI Data in whole or in part. Finally, no comparison or benchmarking of Locus VI Data will be permitted without Locus’ prior written consent.

6. Upon termination of either this Agreement or the VI Data license, all VI Data must be deleted or returned to Locus. Customer agrees to certify in writing upon termination that all VI Data and known copies have been deleted.

7. Covered use cases:

a. VI Data may be used within the Locus Platform by Customer and authorized Customer employees and agents as permitted by the Agreement.

b. VI Data may be used for system and fleet performance evaluations either through Locus reports or the API, if applicable. These reports may be shared with third parties so long as source VI Data is not available and cannot be reverse engineered from what has been shared.



ADDITIONAL TERMS FOR THE APPLICATION PROGRAMMING INTERFACE

The Locus Platform offers Customers the opportunity to use its Application Programming Interface, the Locus Excel Plug-in (if selected), and other materials provided by Locus (collectively, "Locus API"). The following additional terms apply to this Agreement if the API functionality is selected:

1. License Grant: Subject to Customer’s full compliance with the terms and conditions of this Agreement, Locus grants Customer a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the Locus API to develop, reproduce, display and distribute applications, websites and/or services (collectively “Customer Applications”) that interoperate with the Locus API. This license is specific only to photovoltaic systems that Customer has identified in writing and that Locus has accepted in writing.

2. License Restrictions: Except as explicitly permitted under this agreement, Customer agrees not to license, sell, rent, assign or transfer, or make the Locus API available to any third party, except with Locus’ express written consent. In addition, Customer agrees not to use the API in a manner that:

a. adversely impacts Locus’ technical environment;

b. adversely impacts the behavior of other software applications using the API;

c. uses the API for any illegal, unauthorized or otherwise improper purposes, or;

d. in any form would violate this Agreement

3. Customer owns all rights, title and interest in and to Customer Applications. Nothing in this Agreement is intended to restrict Customer’s rights to Customer Application. Locus owns all rights, title, and interest in and to the API and any and all modifications and derivative works thereof. Except for the licenses granted within this Agreement, Locus does not grant Customer any right, title or interest in any intellectual property owned or licensed by Locus. There are no implied licenses in this Agreement.

4. Except as explicitly stated herein, this Agreement does not entitle Customer to any support for the Locus API, unless Customer makes separate arrangements with Locus and pays all fees associated with such support.

5. Any changes to the Locus API will be subject to the terms of this Agreement. Locus may at its sole discretion update, change, terminate or modify the Locus API. Locus will make reasonable best efforts to provide update notification and documentation for Locus API changes and updates, but may make changes and updates at any time without notice or liability. Locus may release subsequent versions of the Locus API and require you to use the most recent version with at least sixty (60) days written notice for major updates.

6. Locus will make reasonable best efforts to ensure the Locus API is available for 98% of the time. This availability of the Locus API may not mean that a specific photovoltaic system data is available if that system is not sending data to the Locus Platform.

7. Limitation of Liability, Indemnification, and Term & Termination are covered separately within this Agreement.

8. The Locus API is provided on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis. No warranty of any kind, express or implied, is provided for this functionality. In addition, no warranty or representation is made that the Locus API is free of inaccuracies, errors or interruptions. Customer’s use of the Locus API is at its own risk, and Customer will be responsible for any damage resulting from the use of the Locus API.

9. A maximum of two (2) data calls per second is permitted. Fees may apply to use of the Locus API, based on requirements and usage levels.

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