"Account Administrator" has the meaning set forth in Section 6 below.
"Affiliate" or "affiliation" means an entity controlled by, controlling or under common control of the relevant party.
""Authorized Person" means, in the case of a User that is a corporation or other entity, any officer or agent who is authorized to act on behalf of the corporation or entity.
"Information" means all information transmitted over the Site.
"Us", "we" and "Green Mountain" means Green Mountain Energy Company.
"User", "you" or "your" means any entity or person accessing, browsing, utilizing, or participating in the use of the Site, either manually or via an automated device or program.
"User Codes" means collectively the User ID’s, passwords, security keys or any other user log-in names or information designated for your use on our Site.
3. License and Proprietary Rights. Subject to these terms, User may access Green Mountain's Site pursuant to a non-exclusive, non-transferable, revocable license. Green Mountain reserves the right, in its sole discretion, to limit or terminate your access to the Site and to accept, reject or check any transaction, submission or other request from any User. Notwithstanding anything else in these terms to the contrary, except and only to the extent expressly licensed hereunder, and subject to any customer's rights in such customer’s data, all rights and title in and to the following are retained by and shall remain the property of Green Mountain: (i) the Site; (ii) any revisions thereto and derivative works thereof, and the materials incorporated therein or utilized in connection therewith, including all documentation, all items generating, contained in and/or displayed in or on the Site, all know-how, methodologies and processes, and all programming code, data, information, HTML files, Java and other scripts and any other computer software (in object code and/or source code form) developed, used or provided by Green Mountain or its representatives; (iii) all of Green Mountain' service marks, trademarks, trade names or other designations (which may not be used by you except in accordance with the prior written approval of Green Mountain); and (iv) all copyrights, trade secrets, patent rights and other proprietary rights in and related to the Site (collectively, "Green Mountain IP"). You will have no right to receive any source code with respect to the Site or any other element or part of the Green Mountain IP. All rights, now or hereafter existing with respect to all Green Mountain IP are hereby reserved to and by Green Mountain or its representatives for its use in any manner.
All Green Mountain IP and any intellectual property rights embodied therein are the property of Green Mountain or its information providers. Unless expressly stated otherwise herein, none of the materials on this Site may be copied, reproduced, modified, distributed, sold, broadcast, stored or otherwise used without the express permission of Green Mountain or the original copyright holder. You may display and print materials available on this Site solely for your own use, provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. Unauthorized use of materials contained on this site is expressly prohibited by law, and may result in severe civil and criminal penalties.
4. ASSUMPTION OF RISK; DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY. WHILE GREEN MOUNTAIN MAKES REASONABLE EFFORTS TO ENSURE THAT ALL MATERIAL ON THIS SITE IS CORRECT, ACCURACY CANNOT BE GUARANTEED. GREEN MOUNTAIN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS SITE, RESULTS OBTAINED FROM THE USE OF THIS SITE, OR INTERRUPTIONS IN THE AVAILABILITY OF THIS SITE. YOU ASSUME SOLE RESPONSIBILITY AND RISK FOR YOUR USE OF THE USER CODES, ANY EQUIPMENT AND THE SITE (INCLUDING THE INFORMATION CONTAINED THEREON). NONE OF GREEN MOUNTAIN OR ITS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY RELATED TO ANY EQUIPMENT OR THE SITE, INCLUDING THAT THE FOREGOING WILL MEET YOUR REQUIREMENTS, THAT YOU WILL REALIZE ANY BENEFITS FROM THE SITE, THAT THE OPERATION OR AVAILABILITY OF THE SITE OR ANY PART THEREOF WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT DEFECTS IN THE FOREGOING WILL BE CORRECTED. THE SITE (INCLUDING THE INFORMATION CONTAINED THEREON) IS PROVIDED ON AN "AS-IS," "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. EVEN IF GREEN MOUNTAIN HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL GREEN MOUNTAIN OR ITS REPRESENTATIVES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SITE (INCLUDING THE INFORMATION CONTAINED THEREON), INCLUDING LOSS OF USE OF FACILITIES, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS, PROFITS OR INFORMATION OR OTHER ECONOMIC LOSS. Some states may not allow this exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.
5. Information Provided by Users & Authority.
You accept responsibility for all Information submitted through your access to the Site. In the event that Information is submitted through the Site erroneously, or any User later determines that Information should not have been submitted, for any reason, the User accepts full financial responsibility for such entry. Further, by logging on to our Site, or by submitting any Information, on behalf of any other person, entity or corporation, you are agreeing that (i) you have been duly authorized by such other person, entity or corporation to access the Site and/or submit Information through the Site on behalf of such other person, entity or corporation; and (ii) you have the right and authority to bind such other person, entity or corporation to the obligations and responsibilities incurred by utilizing this Site.
Green Mountain shall have no obligation to review the Site's content and Information, to keep any such content or Information current, or to remove any such Information. Green Mountain reserves the right, in its sole discretion, to monitor, review, remove, edit, or delete or refuse to post, any Information that Green Mountain deems objectionable or in violation of any of these terms. Green Mountain does not make any representation or warranty regarding the accuracy of any Information provided by a User.
6. Administration of User Accounts, Passwords and Security.
Each User is required to designate one authorized individual within their company as the Account Administrator. The Account Administrator will notify Green Mountain of the names, titles, contact information and desired permission levels of all employees, contractors or other representatives of such User who may have access to the Site as an authorized representative of such User (each an "Authorized Person"). User shall only designate Authorized Persons who are employees, agents and representatives of such User who need to have access to the Site in order for User to perform its obligations under these terms or under any other agreement between User and Green Mountain. User shall be responsible for the compliance or non-compliance with these terms by any Authorized Person using or accessing the Site as a representative of User. Green Mountain may establish and enforce different permission levels for the Site, or any part of the Site, from time-to-time at Green Mountain’s sole discretion. The current permission levels are: 1) Administrative Access: capability to view and respond with offers for all of User’s assigned accounts; and 2) Broker Access: capability to view and respond with offers for ESID’s assigned only to the individual Authorized Person associated with a specific User ID. Each Authorized Person will receive a unique User ID and password.
User agrees not to disclose User Codes to any parties other than Authorized Persons designated by such User. Each User is responsible for maintaining the confidentiality of all User Codes for all of such User’s Authorized Persons. Further, each Authorized Person is responsible for maintaining the security and confidentiality of such Authorized Person’s User Codes. User agrees to notify Green Mountain immediately in the event of any loss or theft of part or all of the User Codes, or if the User believes the confidentiality of part or all of the User Codes has been compromised in any way, or in the event that the User learns about a possible or actual unauthorized use of the Site. The User shall implement and enforce procedures sufficient to ensure that all transactions related to the User's use of the Site comply in all respects with the laws, rules and regulations to which User and its transactions are subject. If you or any Authorized Person loses any or all of the User Codes or handles them in a manner that permits any third party to discover them, you are solely responsible for any transactions or other actions that occur using them until you notify us of that loss or discovery and we have had a reasonable opportunity to act on your notice. If any third-party gains access to the Site through your User Codes, you will cooperate in defending and indemnifying us against any liability, costs or damages arising out of claims or suits by any third parties based on or relating to such access or use. The User shall implement and enforce procedures governing authorized access, validation of transaction authority and verification of the accuracy of Information submitted to the Site. User is responsible for ensuring that each Authorized Person properly and completely exits from User’s account at the end of each session.
You will immediately notify Green Mountain of any conditions that arise and may cause or indicate a failure or disruption of the Site. You acknowledge and agree that Green Mountain and its representatives shall have access to your data and/or other customer information on the Site as necessary to provide services to you or your customers. You shall be responsible to obtain and pay for all communication and other equipment and services necessary for your access the Site, including an appropriate communication line, web browser and internet access.
7. User's Responsibility for Monitoring. If you enter or input a request, order, transaction or Information through the Site, it is your responsibility to review the confirmations, reports or responses on first receipt, to ensure that your Information has been properly entered and transmitted. You understand and agree that, as a condition of using the Site, you will immediately notify Green Mountain if you a report or acknowledgment of a transaction or request that you did not enter or any similar conflicting or inaccurate confirmation, report or response, or you become aware of any unauthorized use of your User Codes. If you fail to notify us when any of the above conditions occur, neither Green Mountain, its Affiliates, nor any of their respective directors, officers, employees or agents can or will have any responsibility or liability to you or to any other person whose claim may arise through you for any claims with respect to the handling, mishandling or loss of any request, order, transaction or Information.
8. Electronic Communication Delivery. We may deliver communications to you electronically. You acknowledge that, by receiving communications electronically, you may incur online charges depending on how you arrange for online services. You agree to notify Green Mountain immediately by e-mail of any change in your e-mail address and we shall require that you provide certain information prior to changing your e-mail address. Communications sent by us to your e-mail address will, until we have received written notice of a different e-mail address delivered to us, be deemed to have been personally delivered to you whether actually received by you or not. You also authorize us to deliver to you any communication by sending you a notice by e-mail or otherwise that directs you to an address on our Site where the communication is posted and from where it can be read and printed. You agree that our sending such a notice will constitute good and effective delivery to you of the communication regardless of whether you follow the directions in the notice and actually access the communication from our Site. Users should note that checking boxes, or clicking buttons, that state "I Accept," "I Agree" or other similar phrases on our Site will be a legally binding obligation to these terms and conditions, any other provisions in which you give your assent in the above manner.
9. Not a Recommendation or Solicitation. We may make Information available to you through our Site about various transactions or services, including our own reports and commentaries and materials prepared by others. You should not view the fact that we make this Information available as our recommendation to you of any particular transaction, product, energy supply strategy or service provider. This Information may not be personalized or in any way tailored to reflect your own circumstances or objectives, and the transactions or strategies discussed might not be suitable for you or your customers or clients. You acknowledge that you are not relying upon any representations or opinions of Green Mountain to influence your decision to execute or recommend any transaction, whether through the Site or otherwise. We are not acting as a fiduciary or a financial, energy supply, trading or other advisor for you and we have no obligation to determine that any transaction, product or service is suitable for you.
10. Not Responsible for Information. You agree that the Information we provide you (directly or indirectly through a third-party information provider) are for your use and you will not disclose, retransmit or republish this Information in any form, other than to those with whom you have a confidential or fiduciary relationship. You agree that you are solely responsible for any use you may make of this Information. You acknowledge that the Information is obtained from sources we believe reliable, is provided solely on an "as is" and "as available" basis for your convenience, and that no guarantees are made by us or by any information provider as to the Information's accuracy, completeness or timeliness. You shall not hold Green Mountain liable in any way for any inaccuracy, error or delay in, or omission of, any Information or message or non-performance or interruption in such Information or message, due either to any negligent act or omission by Green Mountain, to any "force majeure" or to any other cause. While Green Mountain uses reasonable efforts to obtain Information from reliable sources, we make no representations or warranties as to the accuracy, reliability or completeness of any Information on this Site. Information, opinions and any other contents of this Site are subject to change without notice.
11. Copyright Infringement & Designation of Agent.
Green Mountain respects the intellectual property rights of others and requires those that visit our Site to do the same. Green Mountain may, in appropriate circumstances and at its discretion, remove or disable access to material on its Site that infringes upon the copyright rights of others. Green Mountain also may, at its discretion, remove or disable links or references to an on-line location that contains infringing material or infringing activity.
If you believe that your work has been used on our Site in any manner that constitutes copyright infringement, please notify Green Mountain's copyright agent by written notice or by e-mail. The notice should include the following information:
• an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
• a description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
• identification of the location on our Site of the material you claim has been infringed, or the link or reference to another web site that contains the material you claim has been infringed;
• your name, address, telephone number and e-mail address;
• a statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
• a statement by you, under penalty of perjury, that the information in this notification is accurate and that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.
Green Mountain's copyright agent for notice of claims of copyright infringement on this Site is our Chief Legal Officer, who can be reached as follows:
Green Mountain Energy Company
Attn: Chief Legal Officer
300 W. 6th Street, Suite 900
Austin, TX 78701
12. Indemnity. You agree to indemnify, hold harmless, and defend at you own cost Green Mountain and its officers, directors, employees, agents, successors, and assigns from and against any liability, claim, loss or damage (including attorney's fees and other expenses) arising out of, or in connection with, any inaccuracy of a representation or breach of a warranty or covenant made by you herein.
13. User Qualifications. The Site is designed for sophisticated individuals and institutions. Notwithstanding the foregoing, Green Mountain makes no representation or warranty with respect to the authentication, eligibility or qualification of any User. Green Mountain shall assume no obligation or responsibility for investigating the background or confirming the identity of Users. Determinations as to the eligibility or qualification of any User or Authorized Person are the responsibility of the User.
14. Modifications. Green Mountain reserves the right to modify the Site and/or the information or services contained on or available through the Site, or these terms, at any time without notice. You are responsible for reviewing these terms on this Site. Accessing this Site after any changes to these terms have been posted thereon will constitute your acceptance of all such changes. Unless specifically stated otherwise, any new features, products or services added to the Site are subject to these terms. Some new services or features may require your acceptance of new or additional terms before use.
17. Contact Information. To contact Green Mountain about this Site, you may send an email to: email@example.com, or call us at 1-866-767-5818.
Posted and Effective: September 12, 2012