By signing up with UTILITWORX, Inc, including any products and/or services developed and/or provided by UTILITWORX, you agree to the following Terms of Service. This Agreement provides the terms and conditions governing the use of UTILITWORX’s services. You agree to use your UTILITWORX’s account in a manner that is consistent with all applicable laws and regulations and in accordance with the terms and conditions discussed herein. This Agreement is between UTILITWORX (hereafter referred to as “the service provider”) and all its’ subscribers (hereafter referred to as “the client”). Unless the context requires otherwise, the service provider, and/or its’ assigns shall be referred to as “us”, “we”, or “our” and the client shall be referred to as “you”, “your” or “subscriber.” By accessing and/or using our site and our services, you are agreeing to be bound by the terms and conditions of this Agreement, which constitute a binding legal agreement between us.
General Disclaimer: Although UTILITWORX has attempted to provide accurate information on this Site, UTW assumes no responsibility for the accuracy of such information. UTILITWORX will not be liable for any damages to computer equipment or for data loss resulting from your use of any content, materials, SaaS products, or information from this Site. The Site may contain hyperlinks to third-party web sites. Your use of any other web site linked to this Site is at your own risk and UTW is responsible for neither the accuracy nor reliability of any information on such other web sites. UTILITWORX provides links to third-party web sites merely as a convenience and the inclusion of such links constitutes neither endorsements nor recommendations of such information, products, or services as may be described at such web sites. The Services and the Site are provided on an "AS IS," "AS AVAILABLE" and "WHERE-IS" basis with no warranty of any kind. UTILITWORX and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements or that the Services or Site will be available on an uninterrupted, secure, or error-free basis.
UTILITWORX may change the products or services described on this Site at any time and without notice, or we may stop (permanently or temporarily) providing our Services (or any features therein) to you or to users generally. We reserve the right to create limits on access and use of the Services in our sole discretion. We may make available certain software to install on your website in order to access and use our Services. As long as you comply with the terms of this Agreement, you have the right to install and use our software to access and use the Services. This license is for the sole purpose of enabling you to use the Services, in the manner permitted by the terms of this Agreement. You may not copy, modify, distribute, sell, or lease our software or any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of our software, unless laws prohibit those restrictions or you have our written permission. The Site and its original content, features and functionality are owned by UTILITWORX and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
In order to use our Services you will need to register and create an account. By creating an account, you represent that (i) the information you provide is truthful and accurate; (ii) you are of legal age to agree to the terms of this Agreement; and (iii) your use of our Services does not violate any applicable law or regulation or the terms of this Agreement. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your use of our Services. You must immediately notify UTW of any unauthorized uses of your account or any other breaches of security. UTILITWORX will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. By creating an account, you agree that UTILITWORX may send you periodic product updates and other communications, which are considered part of the Services and your account, which you may not be able to opt-out from receiving.
You are responsible for your use of the Services and you agree that you will only use our Services in compliance with the terms of this Agreement and all applicable laws and regulations.
We charge fees for the use of certain features or aspects of our Services, which are described with those features and services. These fees are subject to change at any time. You agree that we may charge your payment account and that you will pay the applicable fees assessed to your account for the services you have purchased. Some services may start with a free trial. If you have (or someone in your company has) used those services previously, you may not be eligible to receive a free trial. We will not charge your account during the free trial period. Once the trial period has ended (unless you cancel the services prior to the end of the free trial period), we will charge your account the subscription fee at the beginning of your subscription and on a recurring basis thereafter until you cancel. You will not receive a notice from us that your trial period has ended. You must cancel your subscription before your billing period renews to avoid the billing of the next period's fees to your account. You will not receive a refund for any partial billing period cancellation.
There will be no refunds or credits for any services used.
You can terminate your account at any time by deactivating your account or by providing notice of termination to us. We reserve the right to terminate or suspend your account or your access to any or all portions of the Services at any time, for any reason, including your violation or breach of any terms in this Agreement. Upon termination, all rights and licenses granted to you in this Agreement immediately end. If your account or access to our Services is terminated or suspended because you violated this Agreement, you will not be entitled to any refund of any fees nor will any fees be credited or reimbursed to you in any form and you will have no further right to access any of the foregoing or your account.
You agree to indemnify and hold harmless UTILITWORX, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of (i) your use of the Services (other than as expressly permitted by this Agreement), including but not limited to a breach or violation by you of this Agreement, and (ii) the accessing and use of any user data in order to provide the Services to you.
IN NO EVENT WILL UTILITWORX, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT OR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU TO UTILITWORX UNDER THIS AGREEMENT DURING THE TWO (2) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. UTW shall have no liability for any failure or delay due to matters beyond our reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
This Agreement constitutes the entire agreement between UTILITWORX and you concerning the subject matter hereof, and may only be modified by a written amendment signed by an authorized executive of UTILITWORX, or by the posting by UTILTWORX of a revised version on the Site and/or through the Services and when the new terms take effect. Your continued use of or access to the Services once those terms take effect constitutes acceptance of those changes. This Agreement, any access to or use of the Services will be governed by the laws of the state of California, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under this Agreement without UTILITWORX’s written consent. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
This Terms of Service are effective 1/1/2016