THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND UTILITYZE, INC. (“UTILITYZE” or “US” or “WE”) GOVERNING YOUR USE OF THE UTILITYZE SUITE OF ONLINE DATA MANAGEMENT AND ANALYSIS SOFTWARE (“SERVICE” INDIVIDUALLY or “SERVICES” COLLECTIVELY).
Parts of this Agreement
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.
Acceptance of the Agreement
You must be of legal age to enter into a binding agreement in order to accept the Agreement. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Agreement by checking a checkbox or clicking on a button indicating your acceptance of the Agreement or by actually using the Services.
Description of Services
We provide cloud software and applications for businesses. You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
Beta Services
We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of Beta Service with or without notice to you. You agree that Utilityze will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any Beta Service for any reason.
Free Trial
If you register for a free trial of one or more Services, Utilityze will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by Utilityze in its sole discretion. Any data that you enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.
User Sign up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and (ii) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Utilityze has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Utilityze may terminate your user account and refuse current or future use of any or all of the Services.
Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) allow user licenses to be shared or used by more than one individual other than by way of reassigning the user license to a new user; (iv) except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Services; (v) use third party links to sites without agreeing to their website terms & conditions; (vi) post links to third party sites or use their logo, company name, etc. without their prior written permission; (vii) attempt to gain unauthorized access to the Services or its related systems or network; (viii) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Utilityze; (ix) use the Services to send or store material containing software viruses, worms or other harmful computer codes, files, scripts or programs; (x) use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services, its components and the data contained therein; (xi) create a false identity to mislead any person as to the identity or origin of any communication; (xii) host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity; (xiii) use the Services for transmitting information that is false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; (xiv) violate any applicable local, state, national or international law; (xv) use the Services for any form of competitive or benchmarking purposes; and (xvi) remove or obscure any proprietary or other notices contained in the Services.
Third Party Applications
Utilityze Services integrate with many third party applications (hereinafter "Third Party Application(s)"). Access and use of the Third Party Applications may require acceptance of terms of service and privacy policies applicable to such Third Party Applications (hereinafter "Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using any Third Party Application. You acknowledge and agree that Utilityze is not liable for any Third Party Applications. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Utilityze may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Utilityze Services, any Third Party Application, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.
Fees and Payments
The Services are available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made only by Credit Card. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Utilityze to charge the subscription fee to the Credit Card last used by you. Please click here to know about our Refund Policy.
From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.
In the event any tax such as GST, VAT, sales tax or the like is chargeable by Utilityze in accordance with any local, state, provincial or foreign laws with respect to your subscription to our Services ("Taxes"), Utilityze will invoice you for such Taxes. You agree to pay Utilityze such Taxes in addition to the subscription fees. Utilityze shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the Taxes so paid.
Organization Accounts and Administrators
For some subscription plans of our Services, when you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for (i) ensuring confidentiality of your organization account password, (ii) appointing competent individuals as administrators for managing your organization account, and (iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Utilityze is not responsible for account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to legal@Utilityzecorp.com, provided that the process is acceptable to Utilityze. In the absence of any specified administrator account recovery process, Utilityze may provide control of an administrator account to an individual providing proof satisfactory to Utilityze demonstrating authorization to act on behalf of the organization. You agree not to hold Utilityze liable for the consequences of any action taken by Utilityze in good faith in this regard.
Personal Information and Privacy
Personal information you provide to Utilityze through the Service is governed by Utilityze Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Utilityze Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to accounts@Utilityze.com or by calling us on any of the numbers listed on https://www.Utilityze.com/contact.html. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
Responsibility for Content
You are solely responsible for any data, files, text, images, or other materials (collectively, “Content”) that you upload, publish, or otherwise transmit (collectively, “submit”) through the Services. By submitting Content, you represent and warrant that you own the content or have all necessary rights, licenses, permissions, or consents to submit such Content, and that your submission of the Content does not violate any applicable law or infringe upon the rights of any third party, including but not limited to intellectual property rights, privacy rights, or publicity rights.You acknowledge that Utilityze is not responsible for verifying the legality or ownership of any Content you submit.
Data and Content Ownership
We respect your right to ownership of Content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Utilityze the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for Utilityze’s commercial, marketing or any similar purpose. But you grant Utilityze permission to access, copy, distribute, store, transmit, and reformat the Content of your user account solely as required for the purpose of providing the Services to you. You also agree that Utilityze may collect, analyze, and use data derived from your use of the Services for purposes of compiling and publishing aggregate statistics and benchmarking reports across our entire customer base. Any such data will be in aggregated form only and will not identify you or any individual end user. Utilityze will maintain appropriate administrative, technical, and physical safeguards to protect the confidentiality and security of such data in accordance with this Agreement and applicable law.
Communications from Utilityze
The Service may include certain communications from Utilityze, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
Inactive User Accounts Policy
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 180 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
Hosting Location
The Services are currently hosted exclusively in the United States. By using the Services, you acknowledge and agree that your data will be stored and processed in the United States. You must not mask your internet protocol (IP) address at the time of sign-up, as we rely on your IP address to determine your region/country for compliance and operational purposes. If we discover that your actual region/country differs from the region/country indicated by your IP address or our records, we may take appropriate action, including migrating your account or requiring you to migrate your account to another U.S.-based hosting facility, closing your account, or denying the Services.
We also reserve the right, at our sole discretion, to decline or terminate business with you if we determine that you are located in, or associated with, a country or jurisdiction whose laws or regulations we cannot, or do not wish to, comply with. If we choose to decline or terminate our business relationship for these reasons, we will provide reasonable notice to you when feasible. We shall not be liable to you or to any third party for any loss or damages arising from our decision to decline or terminate business under these circumstances.
Should we expand our hosting operations to additional regions in the future, we will update this provision and notify you accordingly.
Sample files and Applications
Utilityze may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Utilityze makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.
Trademark
'Utilityze', Utilityze logo, the names of individual Services and their logos are trademarks of Utilityze, Inc. You agree not to display or use, in any manner, the Utilityze trademarks, without Utilityze’s prior permission.
No Legal or Compliance Advice
You acknowledge that Utilityze, its Services, and any analyses provided therein are not intended to provide legal, regulatory, compliance, or risk management advice. While the Services may include features or recommendations related to privacy, legal, or risk matters, such information is provided for informational purposes only, may be incomplete or outdated, and should not be relied upon as a substitute for professional advice. You are solely responsible for obtaining any necessary legal, regulatory, compliance, or other professional counsel to ensure that your use of submitted Content meets all applicable requirements. Utilityze disclaims all liability arising from or related to any reliance on such information and analyses.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. UTILITYZE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Utilityze MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM UTILITYZE, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Limitation of Liability
YOU AGREE THAT UTILITYZE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF UTILITYZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL UTILITYZE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED ONE THOUSAND DOLLARS ($1000) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.
Indemnification
You agree to indemnify and hold harmless Utilityze, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the Services, except where such use is authorized by Utilityze. This indemnification obligation will survive any termination of your user account or cessation of your use of the Services.
Cookies
Cookies are files that your web browser places on your computer's hard drive and are used to tell us whether you have visited the Service previously. Utilityze uses a persistent cookie to help save and retrieve usernames used on the Service. Utilityze issues session cookies only to record encrypted authentication information for the duration of a specific session. The session cookie does not include the username or password of the user.
Governing Law and Jurisdiction
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States, where applicable, and otherwise by the laws of the State of New York, without regard to its principles of conflicts of laws. Any dispute arising out of this Agreement shall be heard in a court of competent jurisdiction in New York County, New York.
Suspension and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to legal@Utilityze.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Agreement and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if Utilityze breaches its obligations under this Agreement and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.
Modification of Terms of Service
We may modify this Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Agreement that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing Utilityze notice by email within 30 days of being notified of the availability of the modified Agreement if the Agreement is modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Agreement will be deemed to be your agreement to the modified Agreement.
End Of Terms Of Service
If you have any questions or concerns regarding this Agreement, please contact us at legal@Utilityze.com or via our Contact Us page.
