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Effective Date: Jul 12, 2015

This Hosted Services Agreement ("Agreement") is made and entered into as of the date last set forth on the signature page to this Agreement (the "Effective Date") between UtilityAPI, Inc. ("UtilityAPI"), a Delaware corporation, and the subscriber identified on the signature page of this Agreement ("Subscriber"). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereby agree as follows:



"Confidential Information" means any and all non-public information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available by either party (the "disclosing party") to the other (the "receiving party") under this Agreement, including (i) all trade secrets and (ii) the Hosted Service and any portion thereof.


"Consent" has the meaning set forth in Section 2.3.


"Subscriber" has the meaning set forth in the introductory paragraph of this Agreement, and includes but is not limited to, an employee of Subscriber, an agent and/or representative acting on behalf of Subscriber, each of whom shall be registered by Subscriber and authorized to access the Hosted Service.


"Feedback" has the meaning set forth in Section 2.8.


"Force Majeure" has the meaning set forth in Section 9.4.


"Hosted Service" means the Utility Account Holder energy usage and billing information retrieval service available on UtilityAPI's website.


"Intellectual Property Rights" means any patent, patent application, copyright, moral right, trade name, trademark, service mark, trade secret, copyright, and any applications or right to apply for registration therefore, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, in any media, whether registered or unregistered, and whether first made or created before or after the Effective Date.


"Prohibited Recipients" has the meaning set forth in Section 5.1.


"Subscription Schedule" means Exhibit A hereto.


"Support Services" has the meaning set forth in Section 2.7.


"Term" has the meaning set forth in Section 9.1.


"Usage Fees" means the usage fees set forth on the Subscription Schedule.


"Utility Account Holder" means the customer of record on a utility account.


"Utility Account Holder Data" means the data and information of a Utility Account Holder that is provided by a utility to UtilityAPI.



Subject to the terms and conditions of this Agreement, UtilityAPI grants to Subscriber a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Hosted Service for accessing Utility Account Holders' Data for Subscriber's internal business purposes. Nothing herein grants any rights to Subscriber to rent, resell, or to remarket the Hosted Service or to provide access to the Hosted Service to any third party.


Subscriber shall not permit use of the Hosted Service or access to the Hosted Service other than as expressly provided herein. Any breach of this Agreement by Subscriber or its agent, employee or representative shall constitute a breach by Subscriber. UtilityAPI reserves the right to terminate a person or entity's access to the Hosted Service if UtilityAPI believes in good faith that such person or entity is in breach of system security or is otherwise misusing or abusing the Hosted Service or access to the Hosted Service. UtilityAPI reserves the right to suspend or terminate any part or portion of the Hosted Service if it believes in good faith that Subscriber is misusing or abusing such Hosted Service or is otherwise in breach of this Agreement. Nothing in this Section 2.2 imposes on UtilityAPI an obligation to supervise or monitor use of the Hosted Service.


Subscriber shall ensure that, prior to any use or access to the Hosted Service with respect to a Utility Account Holder (including, without limitation, for purposes of entering Utility Account Holder energy utility account access information), the applicable Utility Account Holder executes a written or electronic customer authorization form (a "Consent"). To fulfill this obligation, Subscriber may (i) direct Utility Account Holders to execute an electronic Consent as may be made available by UtilityAPI through the Hosted Service or (ii) only until such time as the Consent is made available electronically through the Hosted Service, have the Utility Account Holder execute a Consent substantially in the form on Exhibit B and provide a copy of such Consent to UtilityAPI before UtilityAPI will proceed with the collection of such Utility Account Holder's Data.


Subscriber shall be permitted concurrent access and use of the Hosted Service for the number of concurrent users set forth on the Subscription Schedule.


Subscriber shall not, and shall not permit any person or entity to: (i) use the Hosted Service on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the Hosted Service; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Hosted Service or any software component of the Hosted Service; (iv) use, or allow the use of, the Hosted Service for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (v) introduce in or to the Hosted Service any virus or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Hosted Service, alter, damage or delete any data or retrieve or record information about the Hosted Service or its uses; and (vi) act in a fraudulent, tortious malicious, or negligent manner when using the Hosted Service. Subscriber will promptly notify UtilityAPI of any complaints or objections to Subscriber's use of the Hosted Service made by a third party.


Subscriber shall, at its own cost and expense, provide all equipment, operating systems, and software (including Web browser) needed to use and access the Hosted Service in accordance with the technical requirements in UtilityAPI's documentation. Subscriber shall also provide, at its own cost and expense, all connections from its computer systems to the Hosted Service.


UtilityAPI agrees to implement the Hosted Service for Subscriber, in exchange for Subscriber's payment of the Usage Fees. UtilityAPI further agrees to provide Subscriber with commercially reasonable in-person (at UtilityAPI's business location) or remote training and training materials during its normal business hours during the Term and the technical support services described on Exhibit A-1 ("Support Services").


Subscriber is encouraged to provide any ideas, feedback or suggestions regarding any of UtilityAPI's products or services ("Feedback") to UtilityAPI. To the extent Subscriber does provide any Feedback to UtilityAPI, Subscriber agrees to assign and hereby does assign all right, title and interest in and to such Feedback to UtilityAPI and acknowledges that UtilityAPI may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback without payment of any royalties or other consideration to Subscriber.


Subscriber covenants that it will only supply UtilityAPI and the Hosted Service with (or cause the Hosted Service to retrieve) data and information (including Utility Account Holder energy usage and billing information) that Subscriber has all necessary rights, licenses and consents to supply for the purposes set forth in this Agreement.



Usage Fees shall be payable in accordance with the Subscription Schedule.


In the event of late payment, UtilityAPI may add a monthly interest charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the highest lawful rate allowed, on the unpaid balance of an invoice. UtilityAPI may add the cost of reasonable, documented, out-of-pocket attorney fees required to collect on the unpaid balance of an invoice. UtilityAPI may suspend Hosted Service if Subscriber does not pay fees promptly.


3.3 Each party is responsible for paying all of its respective applicable fees and taxes it may incur in connection this Agreement.



Subscriber acknowledges that the structure, organization, and code used in conjunction with the Hosted Service are proprietary to UtilityAPI and/or UtilityAPI's supplier(s), and that UtilityAPI and/or its suppliers retain exclusive ownership of the Hosted Service, documentation, and any other Intellectual Property Rights relating to the Hosted Service, including all of UtilityAPI's modifications, enhancements, derivatives, and other software and materials relating to the Hosted Service, and all copies thereof. Subscriber shall not sell, transfer, publish, disclose, display or otherwise make available the Hosted Service including any modifications, enhancements, derivatives, and other software and materials provided hereunder by UtilityAPI or copies thereof to others in violation of this Agreement. Except as otherwise expressly permitted hereunder, Subscriber agrees not to copy or otherwise reproduce the Hosted Service including any modifications, enhancements, derivatives, and other materials developed or provided hereunder by UtilityAPI, in whole or in part. Subscriber shall not remove any proprietary, copyright, trademark, or service mark legend from any Hosted Service including any modifications, enhancements, derivatives, and other materials provided by UtilityAPI. Subscriber agrees to make all necessary and reasonable efforts to comply with the above provisions in the same manner which Subscriber takes to secure and protect its own proprietary information, but no less than reasonable care, in order to maintain UtilityAPI's rights therein and to take appropriate action by instruction or agreement with its agents, representatives, employees or others whom it permits to the Hosted Service.


Subscriber acknowledges that "UtilityAPI" and any other trademarks and service marks adopted by UtilityAPI to identify the Hosted Service and other UtilityAPI services belong to UtilityAPI.



Subscriber acknowledges that "UtilityAPI" and any other trademarks and service marks adopted by UtilityAPI to identify the Hosted Service and other UtilityAPI services belong to UtilityAPI.


Both parties acknowledge that either may receive Confidential Information (as defined below) from the other during the Term of this Agreement. The receiving party shall disclose the other party's Confidential Information only to persons within the receiving party having the need to know the information for the purpose of this Agreement, and shall not use the other party's Confidential Information for any purpose other than as is reasonably necessary in the exercise of rights under or the performance of this Agreement or as is otherwise authorized by the disclosing party. The receiving party (as defined below) shall treat Confidential Information as it does its own valuable and sensitive information of a similar nature, and, in any event, with not less than reasonable care. Upon the disclosing party's written request, the receiving party shall return or certify the destruction of all Confidential Information.


The obligations of either party under Section 5 will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party. Further, the receiving party may disclose Confidential Information to the extent such disclosure is required by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party's cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information.


Failure on the part of the receiving party to abide by this Section 5 shall cause the disclosing party irreparable harm for which damages, although available, may not be an adequate remedy at law. Accordingly, the disclosing party has the right to seek an injunction to prevent any violations or attempted violations of this Section 5 and seek to recover court costs and reasonable attorney fees incurred by the disclosing party in the enforcement of this Section.


Subscriber shall immediately inform UtilityAPI of (a) any claim or proceeding involving the Hosted Service that comes to its attention; and (b) any facts it becomes aware of indicating that any person is infringing any Intellectual Property Rights of UtilityAPI or is engaging in unauthorized distribution of any Hosted Service.


UtilityAPI may disclose that Subscriber is a user of the Hosted Service and may use Subscriber's name as part of UtilityAPI's subscriber lists with Subscriber's consent not to be unreasonably withheld.


Subject to the Utility Account Holder Authorization and Agreement made by and between UtilityAPI and the Utility Account Holder and UtilityAPI's privacy policy, Company may retain and use the Utility Account Holder Data.



Subscriber shall indemnify and hold UtilityAPI, its directors, officers, employees, suppliers, agents, successors, and permitted assigns harmless from and against all liabilities, costs, expenses, (including reasonable attorney's fees), and damages (together, "Losses") to the extent relating to or arising from any of Subscriber's (i) use of the Hosted Service (other than as expressly set forth in Section 6.2), (ii) failure to obtain a Consent, or (iii) negligence, willful misconduct, or violation of applicable law.


Subscriber shall indemnify and hold UtilityAPI, its directors, officers, employees, suppliers, agents, successors, and permitted assigns harmless from and against all liabilities, costs, expenses, (including reasonable attorney's fees), and damages (together, "Losses") to the extent relating to or arising from any of Subscriber's (i) use of the Hosted Service (other than as expressly set forth in Section 6.2), (ii) failure to obtain a Consent, or (iii) negligence, willful misconduct, or violation of applicable law.


A party's obligations to indemnify the other party with respect to any third party claim, action or proceeding is conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party's request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.



A party's obligations to indemnify the other party with respect to any third party claim, action or proceeding is conditioned upon the indemnified party: (i) providing the indemnifying party with prompt written notice of such claim, action or proceeding, (ii) permitting the indemnifying party to assume and solely control the defense of such claim, action or proceeding and all related settlement negotiations, with counsel chosen by the indemnifying party, and (iii) cooperating at the indemnifying party's request and expense with the defense or settlement of such claim, action or proceeding which cooperation shall include providing reasonable assistance and information. No indemnified party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the indemnifying party without the prior written consent of the indemnifying party. Nothing herein shall restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.


Subscriber acknowledges that any reports, data or information generated, obtained or acquired through the use of the Hosted Service is at Subscriber's sole risk and discretion. UtilityAPI and its suppliers are not liable or responsible for any results generated through the use of the Hosted Service.


Subscriber represents that it shall at all times adhere to UtilityAPI's Utility Account Holder Authorization and Agreement, incorporated herein as Exhibit C.


NEITHER UTILITYAPI NOR ITS SUPPLIERS WARRANT OR REPRESENT THAT THE HOSTED SERVICE OR ACCESS TO THE HOSTED SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. OPERATION OF THE HOSTED SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF UTILITYAPI'S AND ITS LICENSORS' CONTROL.


EXCEPT AS PROVIDED HEREIN, UTILITYAPI AND ITS SUPPLIERS MAKE AND GIVE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTIES, WHETHER ORAL OR WRITTEN, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.


During the Term, UtilityAPI shall maintain general liability, workers' compensation and any other type of insurance, as is required by law or as is the common practice in UtilityAPI's trade or business, whichever affords greater coverage. Upon request, UtilityAPI shall provide Subscriber with certificates of insurance evidencing such coverage.



UTILITYAPI AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE OR PERSONAL INJURIES OR DEATH CAUSED BY THE USE OF THE HOSTED SERVICES, REPORTS PRODUCED THROUGH USE OF THE HOSTED SERVICES, OR BY ANY ERRORS, DELAYS, OR FAILURES OF THE HOSTED SERVICE OR INTERRUPTIONS IN THE TRANSMISSION OF THE HOSTED SERVICES.


in NO event WILL UtilityAPI's LIABILITY to Subscriber in connection with this agreement exceed the USAGE Fees paid by Subscriber hereunder during the immediately preceding twelve (12) months from when the claim for liability first arose.


Under no circumstances shall UTILITYAPI be liable to SUBSCRIBER for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits and loss of revenue and cost of cover, in connection with, or relating to, this Agreement, however caused, whether based in contract, tort (INCLUDING NEGLIGENCE), warranty, or other legal theory, and even if IT has been informed in advance of the possibility of such damages or such damages could have been reasonably foreseen by SUCH PARTY.


The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Each party acknowledges that the other party has entered into this Agreement in reliance on the disclaimers of warranty and the limitations of liability set forth in this Agreement and that the same forms an essential basis of the bargain between the parties.



This Agreement has an initial term ("Initial Term") that commences on the Effective Date and expires on the first anniversary of the Effective Date; provided that this Agreement shall automatically renew for successive one (1) year periods upon the expiration of the then-current term (each, a "Renewal Term") unless either party provides written notice of termination of this Agreement at least thirty (30) days prior to the expiration of the then current term, in all cases unless this Agreement is terminated earlier pursuant to this Section 9. (The Initial Term, together with each Renewal Term, are referred to herein as the "Term").


Each party may terminate this Agreement upon thirty (30) days' prior written notice to the other party if the other party materially breaches this Agreement and fails to correct the breach within such thirty (30) day period, provided that if the breach is incurable the notice of termination will be effective immediately; and provided further that UtilityAPI may terminate this Agreement upon five (5) days' prior written notice in the event Subscriber fails to pay Usage Fees when due and fails to correct such non-payment within such five (5) day period. Furthermore, each party may terminate this Agreement upon written notice if the other party ceases to conduct business (except for Force Majeure), becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within sixty (60) days, or makes an assignment for the benefit or its creditors. Notwithstanding anything herein to the contrary, in the event of termination under this Section 9.2 all amounts due under this Agreement shall be paid within twenty (20) days of such termination.


UtilityAPI may terminate access to the Hosted Service, disable Subscriber's account or put Subscriber's account on inactive status, in each case at any time if UtilityAPI determines that such action is appropriate in order to (i) respond to Subscriber's breach of this Agreement; (ii) avoid or mitigate harm to or errors within any system or network; or (iii) limit UtilityAPI's liability. If UtilityAPI terminates this Agreement in response to a Subscriber breach, then UtilityAPI has no liability to Subscriber or any third party because of such termination of action, except for a return of a pro-rated portion of any pre-paid fees applicable to the period after such termination.



Except for the payment of money, neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by strike, riot, fire, natural disaster, utilities and communications failures, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party ("Force Majeure"), provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible.



The laws of the State of California govern all matters arising out of this Agreement, without regard to its principles of conflicts of law where such principles would permit the application of the law of any other jurisdiction. Each party expressly consents to the jurisdiction of the state and federal courts sitting in San Francisco, California to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum. The parties acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any state having jurisdiction and shall not be governed by the United Nations Convention on the International Sale of Goods.


Each party may not assign any rights (other than its right to payment) or obligations under this Agreement without the other party's prior written consent. Any attempted assignment in violation of this paragraph is void. This Agreement shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees, and permitted assigns. No provision of this Agreement shall be deemed to confer upon any third party any remedy, claim, liability, reimbursement, cause of action, or other right , except for the persons entitled to be indemnified hereunder.


If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement shall remain in full force and effect. The definitions and the provisions that by their nature continue and survive, including those of Sections 2.8, 2.9, 3, 4, 5, 6, 7.2, 7.3, 7.4, 8, 9, and 10 will survive termination or expiration of the Agreement for any reason.


Subscriber hereby warrants that Subscriber is not a Restricted Person. For purposes of this Agreement, Subscriber is a Restricted Person if Subscriber or any officer, director, or controlling shareholder of Subscriber is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If Subscriber becomes a Restricted Person during the term of this Agreement, Subscriber shall notify UtilityAPI within twenty-four (24) hours, and UtilityAPI has the right to terminate any further obligations to Subscriber, effective immediately and with no further liability to Subscriber, but without prejudice to Subscriber's outstanding obligations to UtilityAPI. Subscriber agrees that Subscriber shall not utilize the Hosted Service to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. Subscriber may not remove or export from the United States or allow the export or re-export of the Hosted Service, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.


UtilityAPI and Subscriber are not partners or in a joint venture; neither party is the agent, representative nor employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility nor liability for the actions of the other party except as expressly provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. Each party's employees are not and shall not be deemed to be employees of the other party. Each party shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workmen's compensation and any similar taxes associated with employment of such party's personnel.


All notices and other legal communications permitted or required to be given under this Agreement shall be deemed to have been duly given two (2) days after such communication is made in writing and sent by personal delivery or by first class mail or other commercial means of rapid delivery, postage or costs of transmission and delivery prepaid, to the parties at addresses specified herein; provided that either party hereto may change its address for purposes of this Agreement by giving the other party hereto written notice of a change of address in accordance with the provisions hereof.


Each party acknowledges and agrees that this Agreement is the complete statement of the agreement between the parties, and that this Agreement supersedes all prior proposals, understandings and arrangements, oral or written, between the parties relating to this Agreement.


The headings of the sections and paragraphs of this Agreement shall be for convenience only.


Each of the parties shall provide such information, execute and deliver any instruments and documents and take such other actions as may be necessary or reasonably requested by the other party which are not inconsistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in the Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.


Subscription Schedule

Subscriptions are detailed on our homepage. You will be automatically invoiced on a monthly basis starting with the activation of your sixth meter for historical data collection.


Support Services


The GW plan includes:

Two hours technical support is included in this Agreement. Additional technical support shall be billed at $150 per hour. Subscriber shall provide consent to additional technical support prior to commencement thereof.

One hour of training and reporting, beyond automated processes, shall be included in this Agreement. Additional training and development of custom materials, reporting or training shall be billed at $150 per hour.



Subject to Subscriber's payment of all applicable fees pursuant to this Agreement, Subscriber will be permitted to designate in writing to UtilityAPI a single individual for purposes of obtaining support from UtilityAPI ("Eligible Subscriber Personnel"). UtilityAPI will provide support to such Eligible Subscriber Personnel by means set forth in the following table, subject to the conditions regarding availability or response times with respect to each such form of access as set forth in the table.

FORM OF SUPPORT AVAILABILITY
Telephonic support (at such phone number as UtilityAPI may provide from time to time) 9:00 AM to 5:00 PM Pacific
Email Support (at such email address as UtilityAPI may provide from time to time) 9:00 AM to 5:00 PM Pacific

UtilityAPI shall be excused from any non-performance of its obligations hereunder to the extent Subscriber does not provide such data and access as UtilityAPI may reasonably request to render such support.


UtilityAPI will use commercially reasonable efforts to adapt, re-configure or re-program the Hosted Service, as applicable, in order to correct in a timely fashion any reproducible errors that are material non-conformities to the published specifications or documentation for the Hosted Service ("Errors") reported to UtilityAPI by Eligible Subscriber Personnel, as defined below, provided that if UtilityAPI determines in good faith that any such Error is the result of errors or misstatements in the Hosted Service documentation (if any), UtilityAPI may correct such non-conformity solely by amending the documentation, as necessary, and further provided that any failure or inability by UtilityAPI to correct any such Error, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of UtilityAPI's obligations hereunder.


If UtilityAPI fails or is unable to correct any Error, as required by this Exhibit A-1, UtilityAPI will use commercially reasonable efforts to develop in a timely fashion procedures or routines which, when employed in the regular operation of the Hosted Service, will avoid or substantially diminish the practical adverse effects of the relevant Error, provided that any failure or inability by UtilityAPI to develop any such procedure or routine, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of UtilityAPI's obligations hereunder.



UtilityAPI shall have no obligation to provide technical support other than to Eligible Subscriber Personnel.


UtilityAPI shall have no obligation to provide technical support during any holiday recognized by UtilityAPI.


Unless otherwise agreed by the parties, UtilityAPI shall have no obligation to provide technical support with respect to any Error resulting from (i) use of the Hosted Service other than according to the documentation and the terms of the Agreement; or (ii) use by Subscriber with the Hosted Service of any hardware, software and/or technology not approved in writing by UtilityAPI, regardless of whether such combination or integration is permitted under the Agreement; or (iii) any failure to obtain any Consents or any problems caused by or attributable to a utility.


UtilityAPI shall not be required to provide Technical Support to the extent the provision thereof might reasonably be expected to jeopardize or harm UtilityAPI's rights in any intellectual property, or reveal trade secrets or other proprietary information of UtilityAPI not generally available to the public or to subscribers of the Hosted Service.


UtilityAPI shall not be required to provide support to the extent the provision thereof would violate UtilityAPI's obligations to its third party licensors and suppliers or any utility with respect to such third parties' intellectual property.


Consent: 3rd party authorization forms

PG&E

SCE

SDG&E


Utility Account Holder Authorization and Agreement

The current version of UtilityAPI's Utility Account Holder Authorization and Agreement, inclusive of the UtilityAPI Privacy Policy, is available here: https://utilityapi.com/terms.html