Terms of Service for Energy Design Systems, LLC
Your use of the Load Calculator and/or Auditor software is governed by the following terms:
Your relationship with Energy Design Systems, LLC
- Your use of EDS’s products, software, services and web sites (referred to collectively as the “Services”) is subject to the terms of a legal agreement between you and Energy Design Systems, LLC. “EDS” means Energy Design Systems, LLC, whose principal place of business is at 2536 Eastern Blvd, PMB #415 or #415, York, Pennsylvania 17402, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
- Your agreement with EDS will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
- Your agreement with EDS will also include the terms of any End-User License Agreements (“EULA”) applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
- The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and EDS in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
- If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
Accepting the Terms
- In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
- You can accept the Terms by:
- Clicking to accept or agree to the Terms, where this option is made available to you by EDS in the user interface for any Service; or
- By actually using the Services. In this case, you understand and agree that EDS will treat your use of the Services as acceptance of the Terms from that point onwards.
- You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with EDS, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
- Before you continue, you should print off or save a local copy of the Universal Terms for your records.
Use of the Services by you
- In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to EDS will always be accurate, correct and up to date.
- You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
- You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by EDS, unless you have been specifically allowed to do so in a separate agreement with EDS. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).
- You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
- Unless you have been specifically permitted to do so in a separate agreement with EDS, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
- You agree that you are solely responsible for (and that EDS has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which EDS may suffer) of any such breach.
Your passwords and account security
- You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
- Accordingly, you agree that you will be solely responsible to EDS for all activities that occur under your account.
- If you become aware of any unauthorized use of your password or of your account, you agree to notify EDS immediately.
Privacy and your personal information
- You agree to the use of your data in accordance with EDS’s privacy policies.
Content in the Services
- You understand that you may have access to certain information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) as part of, or through your use of, the Services. All such information is referred to below as the “Content”.
- You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by EDS (or by other persons or companies with whom EDS has a license). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by EDS, in a separate agreement.
- You agree that you are solely responsible for (and that EDS has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which EDS may suffer) by doing so.
- You acknowledge and agree that EDS (or EDS’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by EDS and that you shall not disclose such information without EDS’s prior written consent.
- Unless you have agreed otherwise in writing with EDS, nothing in the Terms gives you a right to use any of EDS’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
- If you have been given an explicit right to use any of these brand features in a separate written agreement with EDS, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and EDS's brand feature use guidelines as updated from time to time.
- Other than the limited license set forth in Section 8, EDS acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with EDS, you agree that you are responsible for protecting and enforcing those rights and that EDS has no obligation to do so on your behalf.
- You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
- Unless you have been expressly authorized to do so in writing by EDS, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
License from EDS
- EDS gives you a non-assignable and non-exclusive license to use the Load Calculator and/or Auditor software as part of the Services as provided to you by EDS (referred to as the “Software” below).
- You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by EDS, in writing.
- Unless EDS has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
Content license from you
- You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give EDS a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling EDS to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.
- You agree that this license includes a right for EDS to make such Content available to other companies, organizations or individuals with whom EDS has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
- You confirm and warrant to EDS that you have all the rights, power and authority necessary to grant the above license.
- The Software which you use may automatically download and install updates from time to time from EDS. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit EDS to deliver these to you) as part of your use of the Services.
Ending your relationship with EDS
- The Terms will continue to apply until terminated by either you or EDS as set forth below.
- If you want to terminate your legal agreement with EDS, you may do so by (a) notifying EDS at any time, and (b) closing your accounts for all of the Services which you use, where EDS has made this option available to you. Your notice should be sent, in writing, to EDS’s mailing address as set forth above.
- EDS may at any time terminate its legal agreement with you if:
- You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
- EDS is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
- The provision of the Services to you by EDS is, in EDS’s opinion, no longer commercially viable.
- When these Terms come to an end, all of the legal rights, obligations and liabilities that you and EDS have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
- Please refer to your subscription frequency for applicable cancellation terms:
- Monthly Subscription. A subscription will be marked for termination and will not automatically renew during the next payment period. If your subscription is canceled within a 14-day trial period your card will not be charged. There will be no refunds issued once the 14-day trial has been completed.
- Yearly Subscription. If you terminate a Subscription to EDS Load Calculator or Auditor within 30 days of the date on which the Subscription became effective or was renewed, you can receive a full refund for the associated payment term. If your subscription is terminated outside of this 30 day grace period no refund will be issued and your subscription will not automatically renew during the next payment period.
- You may opt out of auto renewal at any point via self-service or by contacting EDS customer support.
EXCLUSION OF WARRANTIES
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
- IN PARTICULAR, EDS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
- YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND
- THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EDS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
- EDS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
- SUBJECT TO OVERALL PROVISION IN PARAGRAPH 12 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT EDS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
- ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
- ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY SERVICES;
- ANY CHANGES WHICH EDS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
- OUR FAILURE TO PROVIDE EDS WITH ACCURATE ACCOUNT INFORMATION;
- YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
- THE LIMITATIONS ON EDS’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT EDS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- The Services may include hyperlinks to other websites or content or resources. EDS may have no control over any websites or resources which are provided by companies or persons other than EDS.
- You acknowledge and agree that EDS is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
- You acknowledge and agree that EDS is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
Changes to the Terms
- EDS may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, EDS will make a new copy of the Universal Terms available and any new Additional Terms will be made available to you from within, or through, the affected Services.
- You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, EDS will treat your use as acceptance of the updated Universal Terms or Additional Terms.
General legal terms
- Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
- The Terms constitute the whole legal agreement between you and EDS and govern your use of the Services.
- You agree that EDS may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
- You agree that if EDS does not exercise or enforce any legal right or remedy which is contained in the Terms (or which EDS has the benefit of under any applicable law), this will not be taken to be a formal waiver of EDS’s rights and that those rights or remedies will still be available to EDS.
- If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
- You acknowledge and agree that each member of the group of companies of which EDS is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
- The Terms, and your relationship with EDS under the Terms, shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. You and EDS agree to submit to the exclusive jurisdiction of the courts located within the county of York, Pennsylvania to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that EDS shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.