CONTRACT GOVERNING USE OF THE CEE FORUM
Terms of Service
BINDING LEGAL CONTRACT. This document in its electronic format or when printed out constitutes a binding legal contract among Consortium for Energy Efficiency, Inc. ("CEE") and both you individually and the organization that employs you or has engaged you for services that include use of this Site (collectively, "you" or "user"). The Contract becomes effective when you enter the keystrokes required to obtain a user identifier and password from CEE in the below-described registration process ("your acceptance"). No other formality, including a manual signature, is necessary for this document to become effective as a binding legal contract. Carefully read the entire document and obtain the express consent of your employer to be bound by these Terms of Service. Your acceptance constitutes confirmation that you are an authorized representative of your employer for purposes of entering into this Contract on your employer's behalf.
YOUR ACCESS AND USE ARE PROHIBITED UNLESS YOU HAVE BEEN GRANTED A USER IDENTIFIER AND PASSWORD BY CEE.
1. PURPOSE
The CEE Forum website (the "Site") is provided by CEE as a service to CEE members as a forum to share knowledge, connect and converse with the CEE membership community. CEE reserves the right at any time to modify or discontinue, temporarily or permanently, the Site, or to revise these Terms of Service. CEE shall not be liable to you or any third party for any such modification, suspension or discontinuance of this Site.
2. REGISTRATION
Each user must: (1) personally provide true, accurate, current and complete information on the Site's registration form (collectively, the "Registration Data") and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, CEE has reasonable grounds to suspect that any user's information is untrue, inaccurate, not current or incomplete, CEE may suspend or terminate that user's account and prohibit any and all current or future use of this Site (or any portion thereof) by that user or the user's employer.
Each user will enter a password and user name and receive account designations upon completing the Site registration process and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all of user's activities arising out of or connected with user's use of the Site. CEE shall not be liable for any loss or damage arising from user's failure to comply with this Section, including any loss or damage arising from user's failure to: (1) immediately notify CEE of any unauthorized use of his or her password or account or any other breach of security; and (2) ensure that he or she exits from his or her account at the end of each session. CEE handles user Registration Data in accordance with the Site's Privacy Policy set forth below.
3. CONTENT
3.1 Definitions. As used herein, "Content" means all information, data, text, software, sound, photographs, graphics, video, messages, questions, ideas, comments, know-how, techniques, abstracts, personal or employer information appearing on the Site. "User Content" means any Content placed on the Site by user.
3.2 Rules Governing the Placing of Content on the Site by User. User Content shall be governed by the following: (i) such material shall be deemed not confidential or proprietary unless specifically agreed to in advance by CEE in a definitive written document executed on behalf of CEE; (ii) CEE shall have a royalty-free license in perpetuity to use, disclose, copy, modify, adapt, publicly display, translate or otherwise use such material for any purpose and at any place worldwide; (iii) you shall comply with all applicable laws, statutes and regulations applicable to placing User Content on this Site and shall obtain any and all necessary consents from third parties to permit such placing; (iv) you shall not misrepresent your identity or status regarding authorship or ownership of such materials; (v) you shall not knowingly or recklessly post any material containing a virus, malware, or something having similar effect; and (vi) you shall identify the original source of such material, its date of origination, and copyright ownership, if any. You must not post any content or any link to another site containing material which is: an advertisement or offer to sell goods or services; phishing; defamatory; harassing; in breach of confidence or privacy; in breach of any intellectual property rights; threatening; untrue; or unlawful. You, and not CEE, are entirely responsible for all User Content that you upload, deliver, post, email or otherwise transmit to the Site.
3.3 Do Not Post Confidential or Business Sensitive Data. By posting any User Content on this Site, you and your employer grant unrestricted permission to all other users of the Site to read the Content you post. You recognize that other users may overlook or ignore any limitations you attach to your posting attempting to restrict such use or protect the confidentiality of such User Content, and might even distribute or republish the same to non-users causing potentially adverse consequences to you. CEE shall have no obligation to review, publish, or enforce any such limitations attached to your postings, and shall have no liability for the actions of other users taken with respect to the content of your postings.
3.4 CEE Rights to User Content. Upon submitting User Content to this Site, you grant CEE a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license.
3.5 CEE's Rights to Remove Content. CEE reserves the right to refuse or to delete any Content at its sole discretion. In addition, CEE shall have the right (but not the obligation) in its sole discretion to refuse or to delete any Content that it reasonably considers to violate the Terms of Service or may otherwise be illegal. CEE, in its sole and absolute discretion, may preserve Content and may also disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by CEE to protect the rights, property, or personal safety of the Site, other users, and the public. CEE does not control the Content posted to the Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will CEE be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via this Site. You must evaluate, and bear all risks associated with, the use of any Content, including making your independent judgment as to the reliance on the accuracy, completeness, or usefulness of such Content.
4. SITE OWNERSHIP
This Site is owned and operated by CEE for the purpose of connecting prospective users, existing users, members, and trade allies of CEE to share resources, best practices, and help one another optimize CEE's mission of voluntary energy efficiency program administration. Users have a revocable license to use the Site in accordance with these Terms of Service but acquire no other rights to the Site.
5. PERMITTED USE OF SITE AND CONTENT; MISUSE
CEE grants you permission to access, use, or download Content only for your own use, in connection with voluntary energy-efficiency programs, subject to the understandings that: (a) as to Content bearing CEE's copyright notice, such notice shall also appear on all copies; (b) no modifications to the Content will be made after download; (c) you will not claim ownership or rights to any Content bearing the copyright assertion of CEE or a third party; (d) the Content may not be published, reproduced, transmitted, stored, sold, or distributed for profit, including in any advertisement or commercial publication; (e) the Content may not be copied or posted on any other internet site, server or computer network without CEE's prior express written consent; and (f) you shall communicate the foregoing limitations to all persons who obtain access or use of Content as the result of your access to and use of the Site.
You warrant to CEE that you will not use this Site or any Content for any purpose that is unlawful or prohibited by these Terms of Service. If you violate any of these Terms of Service, your permission to use the Site shall terminate immediately and CEE may pursue any or all of its legal remedies for such violation as set forth herein or otherwise provided by law. You further agree not to:
- Use this Site unlawfully. In particular, do not post, publish, or distribute any defamatory, obscene, infringing or other unlawful material.
- Disclose any third-party confidential information.
- Upload software or other materials that would harm CEE's or other users' computers, or anything that contains destructive features such as viruses, worms, Trojan horses, or other forms of harmful computer code, or would subject CEE's hosted network or servers to unreasonable traffic loads, or otherwise engage in conduct deemed disruptive to the ordinary operation of the Site.
- Employ any type of bots for the use of scrolling, showing multiple screens, accessing and misusing email address lists, or other activities that might disrupt online communication or disrupt ordinary operation of the Site.
- Make personal attacks, use offensive language, or engage in negative commentary against another contributor to this Site, notwithstanding your personal belief that you have a First Amendment right to do so.
- Falsely impersonate any other person in the Forum, including CEE employees or agents.
- Spam other users, including sending identical and irrelevant submissions to many different discussion groups, mailing lists or communities.
- Use the Site as a mechanism for operating or promoting your business.
- Downloaded, reproduce, disseminate, publish or transfer in any form or by any means any Content except as specifically provided in these Terms of Service or in a prior written permission of CEE.
- Sell, resell, or offer for any commercial gain, any Content posted on the Site, or provide use of or access to the Site to third parties not authorized access.
6. TERMINATION
CEE may terminate your account in CEE's absolute discretion, and for any reason, or for no reason. CEE is especially likely to terminate for reasons that include, but are not limited to, the following: (1) violation of these Terms of Service; (2) abuse of Site resources or attempt to gain unauthorized entry to the Site or Site resources; (3) use of the Site in a manner inconsistent with the Purpose as stated in Paragraph 1 above; (4) your request for such termination; or (5) posting of inappropriate or obscene materials; (6) violation of copyright or other laws with regards to the Content posted, or (7) as required by law, regulation, court or governing agency order. CEE's termination of your access to the Site may be effected without notice and, on such termination, CEE may immediately deactivate or delete your account and/or bar any further access to such files. CEE shall not be liable to you or any third party for termination of your account hereunder. CEE reserves the right to delete, or not delete, a user's account at CEE's sole discretion, as well as to delete, or not delete, Content at CEE's sole discretion.
7. INDEMNITY; DISCLAIMER; LIMITATIONS OF LIABILITY
You and your employer shall indemnify, defend and hold harmless CEE, and their respective directors, officers, employees and agents, and each of CEE 's website partners, from any and all claims, demands, damages, costs, and liabilities, including reasonable attorneys' fees, made by any third party due to or arising out of your or your employer's negligent or intentional acts or omissions arising out of User's use of the Site, or submission, posting or transmission of User Content, or violation of these Terms of Service.
7.1 Concerning the Site:
USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND CEE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY COMMUNICATIONS OR PERSONALIZATION SETTINGS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. CEE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
CEE MAKES NO WARRANTY THAT THE SITE OR ANY SERVICE THEREON WILL (I) MEET YOUR REQUIREMENTS, (II) YOUR ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, AND (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. CEE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT SHALL CEE'S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THESE TERMS AND CONDITIONS EXCEED $1,000.00.
7.2 Concerning CEE's copyrighted materials and work product:
CEE does not make, sell or distribute any products or services, other than CEE membership services, and CEE does not play any implementation role in the programs offered and operated by or on behalf of its members. The accuracy of member program information and of manufacturer product information discussed or compiled in this Site is the sole responsibility of the organization furnishing such information to CEE, and CEE is not responsible for any inaccuracies or misrepresentations which may appear therein.
CEE does not itself test or cause to be tested any equipment or technology for merchantability, fitness for purpose, product safety, or energy efficiency and makes no claim with respect thereto. CEE's qualifying products lists are based on information supplied by manufacturers, either directly or through an independent third-party testing agency.
The references and descriptions of products or services within the Site are provided "As Is" without any warranty of any kind, express or implied. CEE is not liable for any damages, including consequential damages, of any kind which may result to the user from the use of the Site, or any of the product or services described therein. Although the Site is accessible worldwide, products and services discussed in the Site are or may be available only in certain locations within the United States or Canada.
7.3 Links
Although the Site may include links providing direct access to other internet sites, CEE has not participated in the development of those other sites and does not exert any editorial or other control over those other sites. CEE has no responsibility or liability for the Content uploaded, or any third party links, deletion or failure to store any messages and other communications or other Content maintained or transmitted on this Site. CEE reserves the right to mark as "inactive" and archive accounts and/or Content that are inactive for an extended period of time. An authorized Site user may provide links to other websites. CEE exercises no control whatsoever over such other websites and web-based resources and is not responsible or liable for the availability thereof or the Content, advertising, products or other materials thereon. CEE shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Your access and use of linked websites, including information, material, products and services therein, is solely at your own risk.
7.4 Trademark Information
CEE logos and service names are CEE service marks or trademarks (the "CEE Marks"). These Terms of Service do not grant user a license of CEE Marks or permission to use or display the same. Any such license or permission shall be as described in a definitive written agreement executed by CEE prior to any such use or display.
7.5 Copyrights
You may assert copyright ownership by customary means as to any Content you own and upload, but if you do not make such assertion, CEE reserves the right at its sole discretion to claim copyright ownership of such Content.
CEE respects the intellectual property rights of others, and requests that the people who use the Site do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you may notify CEE by providing sufficient information upon which CEE may base its decision whether to take action with respect to removing such work from the Site. Except for such removal, CEE shall have no obligation to take any action with respect to your claim of infringement
8. GOVERNING LAW
CEE's members are located throughout the United States and Canada, and this Contract is to be interpreted and governed by the laws of only one jurisdiction. This Contract and its Terms of Service shall be governed, interpreted and enforced under the laws of Massachusetts. If any provision hereof is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Contract shall remain in full force and effect.
9. VIOLATIONS
Please report any violations of these Terms of Service to the CEE Site Manager at ceeforum@cee1.org.
10. PRIVACY STATEMENT
The Site's Privacy Statement is applicable only when you are on the Site. Once you choose to link to another website, you should read that website's privacy statement before disclosing any personal information.
The privacy and security of user's personal information, user's employer's confidential materials and finished or unfinished work-product, are your sole responsibility. By using this Site, you also agree that CEE may store information which you deliver to CEE on this Site, including information which you provide as part of the registration process. CEE does not have a policy against disclosing to third parties any specific personal identifying information about you, such as your name, address, phone number, or email address. CEE's employees and contractors are not bound by confidentiality agreements.
Occasionally, we may wish to contact you to request feedback on your experience with using CEE's service. We will use this information strictly on an internal basis for purposes such as business updates and market research. From time to time, we may contact you regarding products and services that we believe would be of interest to you. Such information will also be used to administer our business.
To provide better service and more effective web site, we use "Cookies" as part of our interaction with CEE website users. A "Cookie" is a small text file placed on the customer's hard drive by our web page server. Cookies help us track traffic patterns so we know what areas of the Site our visitors use and to ensure that only members or other authorized users are given access to the Site. If we decide to change our privacy policy, we will post those changes on this Site so you will always be aware of what information we collect, how we use it, and under what circumstances we disclose it. We will use information in accordance with the privacy policy under which the information was collected.
11. ENTIRE AGREEMENT.
This Contract constitutes the entire agreement between user, user's employer, and CEE and govern your use of the Site, superseding any prior agreements oral or written. You may be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third-party software.
