LAST REVISED: MAY 19, 2020
This Terms and Conditions Agreement is a binding legal agreement between you and Intersect Power, LLC, a Delaware limited liability company with its principal office at 9450 SW Gemini Drive PMB #68743, Beaverton, OR 97008-7105. Your use of our website or functions or services offered on the website (collectively, “Website”) is subject to this Terms and Conditions Agreement (“Agreement”).
The terms “Intersect,” “we,” “us,” or “our” refer to Intersect Power, LLC. The terms “you,” “your,” and “user” shall mean you, the user of our Website, and any entity or person you represent. Hereinafter, both you and Intersect may be referred to collectively as the “Parties” or each as a “Party.”
THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND SITE CONTENT (DEFINED BELOW). BY ACCESSING OR USING OUR WEBSITE OR SITE CONTENT, YOU ARE CONFIRMING YOUR UNDERSTANDING AND ACCEPTANCE OF THE AGREEMENT, AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT (1) YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT, WHETHER FOR YOURSELF OR ON BEHALF OF ANOTHER PERSON OR ENTITY THAT YOU REPRESENT; (2) YOU HAVE FULLY READ AND UNDERSTOOD THIS AGREEMENT; AND (3) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU AGREE TO THIS AGREEMENT ON THE OTHER PERSON OR ENTITY’S BEHALF. ANY FUTURE RELEASE, UPDATE, OR OTHER ADDITION TO FUNCTIONALITY OF THE WEBSITE AND/OR SITE CONTENT SHALL BE SUBJECT TO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE OUR WEBSITE AND/OR SITE CONTENT OR ACCEPT THE TERMS IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US OR IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS A MANDATORY CLASS ACTION AND JURY TRIAL WAIVER PROVISION AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
This Agreement is effective between you and us as of the date of your accepting this Agreement (“Effective Date”).
1. Our Website
The Website and Site Content are provided from the United States. You understand that you can access the Website and Site Content (defined below) from outside of the United States (subject to applicable laws) and that nothing prohibits the processing of information outside of the United States. The laws of other countries may differ regarding the access and use of the Website and the Site Content. We make no warranties or representations regarding the legality of this Website and Site Content in any other country, and it is your responsibility to ensure that your access and use of this Website and Site Content complies with all applicable laws.
All information we collect on this Website is subject to our privacy notice (“Privacy Notice”). By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice.
3. Changes to this Agreement
We reserve the right to modify this Agreement. We will post the most current version of this Agreement here. If we make material changes to this Agreement, you agree and understand that we will notify you via the Website (through the posting of the most current version of the Agreement) and/or by email address you have provided to us. If you do not accept the changes, you must stop using and accessing our Website. Your continued use of our Website after we publish or send a notice about our changes to this Agreement means that you are consenting to the updated terms.
4. Consent to Electronic Communications and Solicitation
By accessing and using our Website and Site Content and unless required otherwise by applicable laws and regulations, you understand and agree that we may send you (including via email) information electronically regarding the Website and Site Content, such as: (a) notices about your use of the Website and Site Content, including notices of violations of use; (b) updates to the Website and Site Content and new features; (c) updates to this Agreement and our Privacy Notice; and (d) documents, records, notices, or information (“Documents”). Documents have the same legal effect as paper documents. Please unsubscribe by following the instructions in the message you receive from us. Documents emailed to you will be considered given and received when the email is sent by us.
Subject to the terms and conditions in this Agreement, we hereby grant you, and you accept, a nonexclusive, nontransferable, nonsublicensable, personal and revocable license to access and use the Website and Site Content and to display, view, use, and play our Site Content on a personal computer, browser, laptop, tablet, mobile phone or other wireless device, or other Internet-enabled device for your personal, non-commercial use only. In some instances, we may permit you to have greater access to and use of Site Content, subject to certain additional terms. The License is effective until terminated pursuant to Section 7 (Termination) below.
The rights granted to you in this Agreement are subject to the following restrictions:
- You shall not license, sublicense, sell, rent, lease, lend, assign, distribute, or otherwise redistribute the Website or any written and visual content displayed or used on the Website including all text, graphics, design, user interfaces, sound, image, video, artwork, features, and computer code, and other matters related to the Website content (“Site Content”), whether in whole or in part. No part of the Site Content may be copied, reproduced, published, hosted, downloaded, displayed, exploited, posted or transmitted in any form or by any means in any unauthorized way whatsoever. If any of these means is authorized by us, this and the method of which it is authorized will be made clear on the Website and you are only authorized strictly as provided.
- You agree that you will not use such proprietary information or materials in any way whatsoever except for use of our Website in compliance with this Agreement.
- You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website or Site Content.
- You shall not access the Website and Site Content in order to build a similar or competitive website, product, or service using similar ideas, features, functions or graphics of the Website and Site Content.
6. Ownership and Intellectual Property
You expressly agree and acknowledge that Intersect (or its licensors, as applicable) owns all title, ownership rights, interests, proprietary information and material, and copyrights, trademarks, trade secrets, patents and other intellectual property rights (registered and unregistered) in and to the Website and Site Content and other matters related to the Website under the laws of the United States, any other jurisdiction or any treaty. All rights not specifically and expressly granted under this Agreement are reserved by us. Your License confers no title or ownership in the Website or Site Content and shall not be construed as a sale of any rights in the Website or Site Content. You agree not to do anything inconsistent with our ownership, including without limitation, challenging Intersect’s ownership of intellectual property rights and challenging the validity of the License granted herein.
Intersect may immediately suspend or terminate your use or access to the Website for any reason, in Intersect’s sole discretion, and without advance notice or liability. Your breach of any of this Agreement automatically terminates the License.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, privacy, ownership, warranty disclaimers, indemnity, limitation of liability, governing law, and class action and jury trial waiver provisions.
As permitted by applicable law, you agree to defend, indemnify and hold harmless Intersect, our partners, directors, affiliates, contractors, officers, directors, employees, licensees and licensors, suppliers, and agents, and each of the successors and assigns (“Intersect Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), indirectly from or arising out of a) your use and access of the Website, or b) a breach of this Agreement.
9. No Warranty or Representation
TO THE EXTENT NOT PROHIBITED BY LAW, WE AND OUR LICENSORS (A) PROVIDE THE WEBSITE AND SITE CONTENT “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND (C) DO NOT GUARANTEE THAT THE WEBSITE AND/OR SITE CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, VIRUS-FREE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS IN THE WEBSITE AND/OR SITE CONTENT WILL BE CORRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE AND/OR SITE CONTENT WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR A REPRESENTATION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE AND ACCESS OF THE WEBSITE.
10. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL INTERSECT OR INTERSECT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT, LOSS OF DATA, BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OUR WEBSITE OR SITE CONTENT, HOWEVER CAUSED, AND WHETHER THEY ARISE UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), AND WARRANTY OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
11. Governing Law and Class Action and Jury Trial Waiver
You agree that this Agreement will be governed and construed under the laws of the State of California without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement will be brought in the federal and/or state courts, as applicable, in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue of such courts. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE ACCESSED OR USED THE WEBSITE OR SITE CONTENT FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
12. Links from the Website
If the Website or Site Content contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
13. Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. Any reliance you place on such information is strictly at your own risk. This Website and Site Content may include content provided by third parties, including but not limited to materials provided by third-party licensors and/or news resources. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Intersect, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Intersect. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
14. General Terms
14.1 Entire Agreement. The terms of this Agreement, together with any and all other terms incorporated by reference, including, without limitation, our Privacy Notice, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns.
14.2 Severability. This Agreement applies to the maximum extent permitted by relevant law. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any provision hereof prohibited or unenforceable in any respect.
14.3 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
14.4. Assignment and transfer. We may assign, transfer, or otherwise dispose of our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Website and Site Content, unless we allow you to do so in writing.
15. Contact Us
Please direct any questions or comments about this Agreement to:
Intersect Power, LLC
9450 SW Gemini Drive PMB #68743
Beaverton, OR 97008-7105