Effective Date: March 15, 2016
By signing this Agreement (including via digital signature) and providing your login and/or registration information for your online account with your utility service provider (the "Account"), you hereby request and authorize UtilityAPI to: (i) log-in to or register your Account as is reasonably necessary and perform any actions necessary in order to collect your Usage Data over the time period for which you request us to do so through the Site or Software; (ii) store your Usage Data and provide it to the Authorized Persons; and (iii) receive personally identifiable information, such as an email, from the Authorized Persons, so that we may send you a receipt confirmation of the actions taken on your behalf. To the extent required by your utility company, you hereby appoint UtilityAPI as your agent with authority to access your Account and collect and store Usage Data on your behalf for purposes of providing Usage Data to the Authorized Persons. **You may revoke the foregoing authorization and appointment at any time by sending an e-mail to email@example.com with your name, e-mail address and electrical utility account number.
You hereby represent and warrant to UtilityAPI that you are the owner of the Account or authorized to act on behalf of the Account owner and that you have all necessary rights to provide to us the right to register and/or use the Account log-in information as contemplated hereunder.
You acknowledge that no software is error-free and our Service may be subject to interruption or malfunction for a variety of reasons, including because of changes made by the utility to its website from which the Service accesses your Usage Data. As such, we do not guarantee that the Service will be able to successfully provide the Usage Data to the Authorized Persons, and you acknowledge that you may ultimately need to obtain and provide the Usage Data to the Authorized Persons through other means. To the maximum extent permitted by law, we will have no liability to you for any failure to accurately and completely provide your Usage Data to your Authorized Persons. You acknowledge that the Service is provided to you for convenience purposes at no charge based in part on our reliance upon your assent to this Agreement.
You acknowledge that (i) UtilityAPI is an entirely separate business entity than the Authorized Persons and (ii) UtilityAPI does not control the acts or omissions of the Authorized Persons in any way and will have no liability in relation thereto or in relation to any products or services provided by or on behalf of the Authorized Persons to you. You are solely responsible for all of your dealings with the Authorized Persons.
DISCLAIMERS; LIMITATION OF LIABILITY. THE SERVICE AND SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UTILITYAPI EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE OR PERFORMANCE. UTILITYAPI AND ITS SUPPLIERS, LICENSORS, PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY THE SERVICE WILL BE CORRECT, UNINTERRUPTED, TIMELY OR ERROR-FREE. UTILITYAPI AND ITS SUPPLIERS, LICENSORS, PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
UTILITYAPI SHALL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT, THE SITE OR SERVICE FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING ANY FAILURE TO ACHIEVE COST SAVINGS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE SITE OR SERVICE OR ANY OTHER INTERACTIONS WITH UTILITYAPI, EVEN IF UTILITYAPI OR A UTILITYAPI AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UTILITYAPI'S AGGREGATE LIABILITY AND DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE SITE OR SERVICE EXCEED FIFTY U.S. DOLLARS ($50).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, UTILITYAPI'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
SDG&E DOES NOT ENDORSE OR WARRANT THE ACCURACY OR RELIABILITY OF THIS PRODUCT, OR THE INFORMATION PROVIDED BY USING THIS APP AND IS NOT LIABLE IN CONNECTION WITH THE USE OF SUCH PRODUCT OR ANY INFORMATION DERIVED OR GENERATED USING SUCH PRODUCT.
INDEMNIFICATION; HOLD HARMLESS. You agree to indemnify and hold UtilityAPI and its affiliated companies, suppliers, licensors and partners, and each of their officers, directors and employees, harmless from any claims, losses, damages or liabilities, including attorney's fees, arising out of your use or misuse of the Service or Site, violation of the rights of any other person or entity, or any breach of this Agreement, except to the extent any of the foregoing arises directly from the gross negligence or willful misconduct of UtilityAPI. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
You hereby grant UtilityAPI a perpetual, non-exclusive, assignable, fully paid up, royalty-free, sublicensable license to use the Usage Data, including to provide the Service and in connection with UtilityAPI improving its existing products and services and developing new products and services. If you revoke this license by sending UtilityAPI notice pursuant to the Authorization section above, UtilityAPI shall purge the Usage Data on the next data deletion/cleanup cycle.
Except for the Usage Data, UtilityAPI shall retain all right, title and interest in and to the Site and Service, including without limitation all intellectual property rights. To the extent you elect to provide to us any ideas, suggestions or feedback regarding our products and services, you agree to assign and hereby do assign all right, title and interest in and to such ideas, suggestions and feedback to UtilityAPI and acknowledge that we may freely use the same in any manner without payment of any royalties or other compensation to you. You are not required to provide any such ideas, suggestions or feedback to us.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate) or your relationship with UtilityAPI, including termination of the relationship, shall be determined by arbitration before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. The arbitration will be held at JAMS' offices in San Francisco, California absent mutual agreement of the parties to hold it elsewhere. Judgment on the Award may be entered in any court having jurisdiction. Claims may not be brought in arbitration on a class, collective, or private attorney general representative action basis. You may opt-out of this arbitration provision if you give written notice to UtilityAPI of your election not to arbitrate within 30 days of your execution of this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
If any provision of this Agreement is adjudicated to be invalid, illegal or unenforceable, such provision shall be deemed severed from this Agreement and the remainder of the Agreement shall remain unaffected. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to conflicts of laws principles. You and UtilityAPI agree that the state and federal courts in San Francisco County, California will have exclusive jurisdiction and venue under this Agreement for claims that are not subject to arbitration, and you and UtilityAPI hereby agree to submit to such jurisdiction exclusively. This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between us concerning the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.
The current version of UtilityAPI's Utility Hosted Service Agreement is available here: https://utilityapi.com/subscriber_terms.html