1. Acceptance of Terms
- The Energy Advisor connects End Users to competitive retail rates, allowing the Energy Advisor to recommend the best available rate given market timing and supplier participation (the "Service").
- For purposes of these Terms, the Web Platform shall be considered part of the Service and both may be referred to collectively as the Service.
- The Energy Advisor is not an energy provider.
2. Description of Service
The Energy Advisor does not guarantee that it will furnish the lowest rate available in the market or that your natural gas and/or electric bills will decrease in amount as a result of your use of the Service. An End User’s natural gas and/or electric bill is based on a number of factors, including but not limited to the market rate, quantity of energy usage, and other factors outside of the Procurement Company’s Control. You acknowledge that your energy bill may increase due to one or more of these factors. Unless explicitly stated otherwise, the Terms will apply to any new features of, or enhancements to, the current Service. The Service is provided "AS-IS" for your use.
3. Registration Obligations
When an End User’s account is registered on the Platform, you agree to provide true, accurate, current, and complete information about yourself and your business. We have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) if you provide any untrue, inaccurate, not current or incomplete information, or if we reasonably suspect that you have provided untrue, inaccurate, not current or incomplete information with the intent of being fraudulent, malicious, and/ or deceitful.
4. Use of this Service
- To access some features of the Service, account registration may be required.
- If an account is required, it is your responsibility to create and maintain a secure password for your account.
- You may change your password at any time by updating your Account Profile page. In addition, you agree to immediately notify Zentility of any unauthorized use of your password or account or any other breach of security.
- You shall not use another user's account without permission.
- You agree to provide true, accurate, current, and complete information about yourself either directly to Zentility or as directed during the registration process.
- You and Zentility are solely responsible for the activity that occurs on your account
- The Energy Advisor is not liable for any loss or damage arising from your failure to comply with this Section 5.
- By registering with the Platform, you represent that you are of legal age to form a binding contract and are not a person barred by any laws from using the Energy Advisor Service.
5. Intellectual Property Rights
The content on the Service, including without limitation, the text, graphics, and photos created by and for the Energy Advisor, interactive features ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to the Procurement Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of information of third parties obtained through the Service for your commercial purposes.
6. Rules of Conduct
You agree to comply with all applicable laws, rules and regulations in accessing and/or using the Service. In addition, your use of the Service is conditioned on your compliance with the following rules of conduct.
You agree NOT to:
- Use the Service for any fraudulent or unlawful purpose.
- Send unsolicited commercial email to the email addresses provided on or through the Service except as allowed under applicable law. In addition, spam, chain emails, advertising solicitations and similar email solicitations are expressly prohibited.
- Impersonate any person or entity, including, but not limited to, any website employee, agent, or representative; forge any TCP/IP packet header or any part of the header information in any e-mail.
- Attempt to probe, scan or test the vulnerability of our Service, system or network or to breach security or authentication measures without proper authorization.
- Restrict or inhibit any other person from using the Service, including by means of hacking or defacing any portion of the Service.
- Interfere or attempt to interfere with the proper functioning of the Service or the Energy Advisor, including, without limitation, via means of submitting a virus to the Service or the Energy Advisor, overloading, "flooding", "mailbombing" or "crashing.”
- Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service.
- Frame or mirror all or any part of the Service without our prior express written authorization.
7. Electronic Disclosure and Consent
The Information may include, without limitation, disclosures and notices which may be required under federal and state law; and information, agreements, disclosures and notices that are being provided to you in connection with the transactions you may enter into in an electronic form, even if the information, agreements, disclosures and notices are not required by applicable laws, rules, regulations or ordinances.
8. DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE ENERGY ADVISOR AND ITS SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (THE "PROCUREMENT COMPANY PARTIES") EXPRESSLY DISCLAIM 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. THE ENERGY ADVISOR PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS OR PROVIDE YOU WITH THE LOWEST UTILITY RATES AVAILABLE TO YOU; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ENERGY ADVISOR OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability.
- Choice of Law/Venue.
- Entire Agreement.
The exclusive measure of damages recoverable from claims arising from, under or in connection with the Terms, whether arising by negligence, intended conduct or otherwise will be limited to direct damages only and such damages will be the sole and exclusive remedy hereunder and all other remedies or damages are waived. In no event will the Procurement Company be liable for any incidental, consequential, punitive, exemplary or indirect damages, lost profits or other business interruption damages, lost or prospective profits, in tort, contract or otherwise even if the Energy Advisor has been advised of the possibility of such damages. The provisions of this Section will survive the termination of the Terms.
If, notwithstanding the foregoing, an Energy Advisor Party is found to be liable to you or any third party for any damage or loss which arises under or in connection with your use of the Service, the relevant the Energy Advisor Party's total cumulative liability shall in no event exceed the amount you paid the Energy Advisor for the Service in the three (3) months prior to the occurrence of the event which gave rise to any such liability.
The Terms are governed by and will be construed in accordance with laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than State of Maryland. The parties mutually consent to the jurisdiction of the federal and state courts in the State of Maryland and agree that any action, suit, or proceeding concerning, related to, or arising out of the Terms shall be brought there. The parties agree that they will not raise any defense or objection or file any motion based on lack of personal jurisdiction, improper venue, inconvenience of the forum, or the like in any case filed in a federal or state court in the State of Maryland.
The Terms constitute the entire agreement between the Parties and supersede any prior or contemporaneous, oral or written, express or implied understanding between them respecting the subject matter hereof. No modification, amendment or waiver will be effective or binding without the written consent of the parties.
If any provision of the Terms is, for any reason, adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment will not affect, impair or invalidate the remainder of the Terms which shall be enforced as fully as possible, but will be confined in its operation to the provision directly involved in the controversy in which judgment will have been rendered. The provision rendered invalid or unenforceable shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.
11. Automated/Reoccurring Rate Checks.
You hereby authorize the Energy Advisor to obtain supply bids from retail natural gas and/or electricity providers on your behalf from time to time. You authorize the Energy Advisor to affix your signature stored on the Software's database to one or more documents used for obtaining bids from energy suppliers after and only after the original Letter of Exclusivity and/ or the Letter of Authorization. Usually these documents include an updated version of the Letter of Exclusivity and Letter of Authorization.