Terms of Service

THESE TERMS GOVERN YOUR USE OF SUSTAINABLE REAL ESTATE SOLUTION’S SERVICES. BY CLICKING “I ACCEPT THE TERMS OF SERVICE,” YOU AGREE TO THESE TERMS OF SERVICE.

 

These Sustainable Real Estate Solutions, Inc. (SRS) Terms of Service (these “Terms”) describe your rights and responsibilities as a Customer of SRS. “Customer” or “you” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent.

 

PLEASE NOTE THAT IF YOU SUBSCRIBE FOR SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

 

These Terms set forth the conditions by which SRS will make electronic access available via the Internet to Customer of SRS’s software (including,  “EPICTM”, the Energy Performance Improvement Calculator, “SRS Software ”) and SRS’s real estate energy and sustainability-related information, related documentation, support and SRS Software output (“SRS Content”), for the analysis and manipulation of data provided by Customer  (“Contributed Data”) solely for the purpose set forth in Section 1 below. SRS Content and SRS Software collectively are defined as the “Services.”

  1. License

    1. Subject to these Terms, SRS grants to Customer a non-exclusive, non-transferable, personal, limited, revocable license solely to utilize the Services as made available by SRS to Customer for its internal business purposes to (i) use SRS Software to upload, access and view the Contributed Data and SRS Content; and (ii) generate reports (such as the “EPICTM Report”) for Clients or Customer’s internal research purposes. “Client” means a purchaser of Customer’s products and services.
    2. Use of the Services by Customer, and their respective authorized personnel (“Users”) will be governed by these Terms, SRS’s Privacy Policy, Copyright Notices, Trademark Notices and disclaimers, the terms of which are incorporated herein by reference as in effect from time to time. Each User is required to agree to such terms and conditions of use by click-through or other means upon such User’s initial account creation as a condition to being granted access to the Services. Customer will be responsible for ensuring that its personnel comply with such terms and conditions of use. All licenses and sublicenses granted under these Terms will be subject to compliance with such terms and conditions of use. Without limiting the foregoing, in the event of a violation of terms and conditions of use by Customer as to the violating party, SRS will have the right to immediately suspend such access by such party and its personnel and to seek injunctive relief or take such other legal or protective action against such violating party as it determines to be necessary or appropriate in its discretion. Customer shall provide all hardware, other software and telecommunication services necessary for its respective access and utilization of the Services.

  1. Proprietary Rights; Protection and Security; Compliance.

    1. Customer acknowledges that SRS owns all right, title and interest, including, but not limited to all worldwide copyrights, patents, trade secrets, trademarks and confidential and proprietary intellectual property rights therein, in and to the Services and that Customer shall not take any action inconsistent with such ownership. No ownership rights beyond the licenses granted herein are conferred to the Services and, except for the limited licenses provided, SRS reserves all rights in and to the Services and all underlying data compilations and content contained therein, including but not limited to the exclusive rights under copyright and the right to grant further licenses. Nothing contained in these Terms shall be construed as granting Customer any ownership rights in or to the Services.
    2. Customer retains its right, title and interest in Contributed Data. Customer represents and warrants that SRS’s use of Contributed Data as permitted under these Terms shall not: (i) breach any third party’s contractual rights; or (ii) infringe any third party’s intellectual property rights. Customer further represents and warrants that it has all necessary rights and permissions to use the Contributed Data. Subject to these Terms and solely to the extent required to provide the Services to Customer, Customer hereby grants SRS a worldwide, perpetual, non-exclusive license to access, use, process, copy, distribute, perform, export, and display Contributed Data. Solely to the extent that reformatting Contributed Data for display in providing the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. SRS Content may include Contributed Data that is aggregated with public and private databases or filtered by SRS so that the source of the data and specific building identifiable data cannot be derived (“Aggregate Data”). Customer acknowledges that SRS owns all intellectual property rights in the Aggregate Data.
    3. Customer hereby grants SRS a worldwide, perpetual, non-exclusive license to use and, in its discretion, incorporate, any ideas, concepts, techniques, designs, layouts, know-how and general input, in whole or in part, in whatever medium or format, which may be disclosed, communicated, imputed or otherwise provided by Customer to SRS from time to time during the term of these Terms (“Customer Input”) in the Services and any enhanced, derivative or similar products and services. Use by SRS of Customer Input shall not be deemed to grant either party any interest in the intellectual property of the other party (such as the Services in the case of Customer), except as expressly provided hereunder. This section shall not be construed to limit either party in the exercise of the skill, knowledge and experience acquired by it in the course of performing its duties under these Terms nor in the development and protection of its intellectual property.
    4. Customer agrees both during and after the term of these Terms not to disclose, use, disseminate, reproduce or publish any portion of the Services in any manner except as expressly permitted by these Terms. The Services are for the sole use within the organization of Customer by its authorized Customer shall not use the Services to create, enhance or structure any database in any form for resale or distribution. None of Customer or any User may lend or transfer the Services, or permit others to do so, without SRS’s prior written permission. Neither Customer nor any User shall: (i) copy, download, scrape, store, publish, transmit, retransmit, transfer, distribute, disseminate, manipulate, reverse engineer, broadcast, publish, post, circulate, sell, resell or otherwise use the Services or any portion of the Services in any form or by any means, except as expressly permitted by these Terms; (ii) remove, obscure or alter any notice of intellectual property rights, liability limitations or warranty disclaimers present on or in the Services; or (iii) disassemble, decompile, translate, reverse engineer or otherwise reproduce the Services; (iv) no other copying, redistribution or use is permitted.
    5. SRS reserves the right to use license administration software, license authorization keys and/or password protection technology to control access to the Services. Use of the Services without the relevant access control device is prohibited. Customer will take all reasonable steps, in accordance with the best industry practices, to protect the security of the SRS Software and SRS Content and to prevent unauthorized use or disclosure. Customer may not take any steps to avoid or defeat the purpose of such measures. It is the sole responsibility of Customer to maintain the confidentiality of all usernames and passwords assigned to Customer.
    6. The Services are subject to usage limits, including, for example, the limits on the number of property projects a User may create on the Site according to their selected subscription plan. Unless otherwise specified, (A) a User’s password may not be shared with any other individual, and (B) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Services. Customers who exceed a contractual usage limit, or are unable or unwilling to abide by a contractual usage limit, will be required to upgrade their Subscription for additional quantities of the applicable Services promptly upon SRS’s request, and/or pay any applicable Fees for excess usage.
    7. In no event shall Customer use or knowingly permit its Users to use the Services for illegal purposes or to violate any federal, state or local statute, law or regulation. Customer shall be solely responsible for obtaining any and all necessary licenses, certificates, permits, approvals or other authorizations required by federal, state or local statute, regulation or other law pertaining to Customer’s and its Users’ use of the Services. SRS makes no representations or warranties about the legality or propriety of the use of the Services in any jurisdiction, state or region.

  1. Free Trial.

    • SRS may offer a free trial subscription of specified Services for a specified free trial period without payment (a “Free Trial”). To initiate the Free Trial, you will be required to register and create an account and provide your credit card information, and you must cancel your subscription before the end of the Free Trial to avoid incurring any charges for a Paid Subscription (described in Section 4 below). Free Trials are limited to a single Paid Subscription, and you may not obtain more than a single Free Trial using the same credit card. If you have previously used the same credit card to obtain a Free Trial, then that card will immediately be charged applicable fee upon registration. SRS may, at its sole discretion and to the fullest extent permitted by law, revoke or alter a Free Trial without notice to you and at any time. Upon expiration of your Free Trial, unless you provide SRS written notice to cancel the Paid Subscription Service for which you registered, you acknowledge that you will be automatically enrolled in the Paid Subscription you selected during registration and your credit card will automatically be charged the applicable fees (including applicable federal, state, or local taxes) for that Paid Subscription.

  1. Billing and Fees.

    1. Paid Subscription

      • By creating an account and registering for a “Paid Subscription”, you agree to pay all fees and charges associated with the Paid Subscription Service on a timely basis and are responsible for any charges incurred by your account. You warrant that the credit card information that you provide is correct and is your account.  We are not liable for any loss that you may incur as a result of someone else using your password or account, whether with or without your knowledge.

        By registering for a Paid Subscription and providing your credit card information, you authorize us to charge your credit card for the Paid Subscription fee at the then-current rate and any additional charges (including late charges and applicable federal, state, or local taxes).

        If you provide your credit card information for purchase of a Paid Subscription, we will use a third party that is not affiliated with us to collect your credit card information and process your payments as merchant of record through an integrated merchant account (a “Payment Processor”). By providing your credit card information when registering for a Paid Subscription, you authorize SRS to facilitate the disclosure of your information and payment instructions to the Payment Processors and agree to be bound by the Payment Processor’s terms of service, privacy policy, and commercial practices and policies made available on its website. SRS never knows or has access to the Customer’s credit card information. Accordingly, you agree that this Processor is solely responsible for controlling, handling and processing your payments and credit card information.

        For your Paid Subscription, you will be charged the applicable Paid Subscription fee based on the term of the subscription for which you registered. For example, if you signed up for a monthly Paid Subscription, you will be charged after each month on the calendar day that corresponds with the commencement of your subscription billing cycle. If your payment date falls on a date that does not exist in that month (e.g., the 31st day of a month), we will charge your credit card on the last day of the applicable month. However, you acknowledge that we reserve the right to change our payment collection methods effective upon notice to you. You may visit your subscriber account to update your credit card information with the Payment Processor, and you agree to maintain a valid credit card during the subscription term. You are liable for any amounts that are unsettled and overdue. We may deactivate your subscription account without notice if your payment is past due. Any delinquent payments are due in full within thirty (30) days of the termination or cancellation of a Paid Subscription Service.

    2. Automatic Renewal

      • Your Paid Subscription will automatically renew unless you cancel your subscription before the end of your current subscription term. Cancellation will be effective the day after the end of your current subscription term. Your failure to cancel your subscription during the current term will result in the renewal of your subscription at the then-current subscription rate and for the same term as your current subscription (e.g., monthly, quarterly, yearly).

    3. Subscription Rate Changes

      • We may change the subscription rate from time to time. If we do, we will provide you advance notice of any change in the subscription rate. If you do not agree with the new subscription rate, you may cancel your subscription prior to the new subscription rate taking effect. If you continue to use the Paid Subscription after the subscription rate has gone into effect, you will be charged the new rate until you cancel or the rate changes.

    4. Cancellation

      • You can cancel a Paid Subscription at any time by providing written notice to SRS. In the event that you cancel a Paid Subscription before the end of your subscription period, we will not return any portion of your subscription fee provided and you will be entitled to continue accessing the applicable Paid Subscription until the end of your current subscription period. SRS reserves the right to terminate your access to a Paid Subscription or any portion thereof at any time, without notice.

        If Customer elects to not renew a Subscription, the Services shall cease to function, and Customer may lose access to data generated by the Services, or otherwise stored in connection with the Subscription.

  1. Warranty Disclaimer.

    • THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, ACCURACY, OMISSIONS, COMPLETENESS, SUITABILITY, CORRECTNESS AND DELAYS. SRS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SRS CONTENT OR MALFUNCTIONS OF THE SRS SOFTWARE, WHETHER SUCH ERRORS OR OMISSIONS OR MALFUNCTIONS RESULT FROM NEGLIGENCE, ACCIDENT OR OTHER CAUSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SRS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.

  1. Limitation of Liability.

    • SRS SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THESE TERMS FOR ANY LOST PROFIT, LOST REVENUE, INACCURATE DATA, LOST DATA OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF SRS IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SRS’S TOTAL LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO SRS DURING THE THREE (3) MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THESE TERMS WILL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you, in which case SRS’s liability shall be limited to the maximum extent permitted by applicable law.

  1. Indemnification.

    • Customer agrees to indemnify and hold SRS and its officers, directors, owners, employees, licensors and agents harmless from and against any loss, claim, demand, expense (including reasonable attorney’s fees), or liability of whatever nature or kind arising out of or related to the use of the Services by Customer, its Users, or attributable to Customer’s or its User’s breach of these Terms; and claims associated with Customer’s or its Users activities associated with the Services involving physical inspections of facilities, or by any user of the Services or any person relying on the Services who gains access to or uses the Services directly or indirectly through Customer or User.

  1. Publicity; Coordination of Public Statements.

    • Each party shall obtain the other’s written consent prior to any publication, presentation, public announcement or press release concerning the relationship between the parties or the existence of these Terms. Notwithstanding the foregoing, SRS may describe Customer’s use of the Services and use Customer’s name and logo in presentations, marketing materials, case studies, white papers and other similar activities.

  1. General.

    1. These Terms constitutes the entire agreement between the parties with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, the Services. These Terms shall not be construed as if either party had prepared it, but rather as if it were prepared jointly.
    2. The interpretation and construction of these Terms, and all matters relating hereto, shall be governed by the laws of the State of Connecticut applicable to agreements executed and to be performed solely within such State without regard to its principles governing conflicts of law. The parties agree that the state and federal courts sitting in Connecticut shall have exclusive jurisdiction over any claim arising out of or relating to these Terms and each party consents to the exclusive jurisdiction of such courts. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
    3. If any action at law or in equity is necessary to enforce or interpret the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
    4. No modification, amendment, supplement to or waiver of any provision of these Terms shall be effective unless in writing and duly signed by an authorized representative of all parties hereto. Customer acknowledges that no person has the authority to modify these Terms or waive any of its terms on behalf of SRS except as expressly provided in these Terms.
    5. Neither these Terms nor any part or portion of the Services may be assigned, sublicensed or otherwise transferred by Customer without SRS’s prior written consent. Except as provided herein, Customer may not allow third parties, other than Customer’s authorized personnel, to use the Services without SRS’s prior written consent.
    6. SRS shall not be liable for any delay or failure in its performance of any of the acts required by these Terms when such delay or failure arises for reasons beyond SRS’s control.
    7. The Agreement inures to the benefit of SRS and Customer only, and no other third party shall enjoy the benefits of the Agreement nor shall have any rights under it.
    8. If any provision of these Terms is invalid, illegal, or unenforceable under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable. In such a case, the remainder of the Agreement shall be construed in a manner as to give greatest effect to the original intention of the parties hereto.
    9. All notices and other communications given or made pursuant to these Terms shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed email if sent during normal business hours of the recipient, but if not sent during normal business hours, then on the recipient’s next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

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179 Main St. #61, Monroe, CT 06468  •  203.880.5300  •  EPIC@SRSworx.com