This User Agreement ("Agreement"), and the terms and conditions set forth herein are a legal contract governing your use of the BEhelper Website ("Website") as a free beta user. Your use of this Website constitutes your acceptance of these terms and conditions. This Agreement is between you and Building Energy Helper, LLC ("BEhelper"), a limited liability company organized and existing under the laws of Arizona having its office at 3302 N. 7th St, Unit 343, Phoenix, AZ 85014.
- 1. Your Rights
BEhelper grants you a non-exclusive, non-transferable, limited license to use and display this Website and the materials provided hereon, provided that you comply fully with this Agreement. You agree not to share your login and password for this Website with any other individual. You agree not to interrupt, or attempt to interrupt, the operation of this Website in any way. The Website consists of energy and initial estimated cost data (“Cost Data”) and proprietary models (“Models”) (collectively “Data”). You are licensed to use the Data made available on the Website solely in the regular course of design, bidding, proposal, and related work. The license includes the right to produce Data for your personal and/or employment related use to (i) display internally such Data and (ii) to include and distribute the Data in a construction estimate or related work prepared for a specific project, to be distributed to a specific party, provided such party agrees not to further disseminate the Data. You acknowledge your responsibility in assuring compliance with the foregoing by any third party to whom you transmit Data pursuant to the preceding sentence. You represent, warrant and covenant to BEhelper that you and your employees and independent contractors who access the Data are not employees or independent contractors of competitors of BEhelper. You also represent, warrant and covenant to BEhelper that you have entered into this Agreement under your true name and are not, directly or indirectly, impersonating any real or fictitious person or entity or otherwise acting to withhold your actual identity.
- 2. Free Beta Users
a) Free beta uses are granted use for a one-month period. Free beta use may be terminated by BEhelper without prior notice if there is a violation of the provisions of this Agreement, such termination to be without prejudice to the right of BEhelper to pursue any and all other remedies available to it in equity or at law.
b) You agree to provide BEhelper with your basic contact information including your name, company name, email address, and other information requested by BEhelper. By using the Website, you authorize BEhelper to contact you by email. These communications may include information about BEhelper’s services and features of the Website, and other information concerning or related to the Website. Failure to fully comply with all applicable provisions of this Agreement may, at BEhelper’s option, result in immediate suspension or termination of your right to use the BEhelper Website.
c) You agree to promptly update all information provided to BEhelper, including your password, in the event of any known or suspected unauthorized use of your free beta, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. In the event of a breach of security, you will remain liable for any unauthorized use of your free trial.
d) You are responsible for all charges associated with connecting to this Website, including, without limitation, telephone, modem, and broadband access charges necessary to access the Website.
- 3. Your Password
As part of the registration process, you will select a password. This password is for your individual use only. You are responsible for maintaining the confidentiality of any password you use to access the Website, and agree that BEhelper will have no obligation with regards thereto.
Refer to BEhelper’s Private Policy emailed with this agreement. You agree to provide BEhelper with your basic contact information including your name, company name, address, email address, telephone number, and other information requested by BEhelper. You authorize BEhelper to contact you by email. These communications may include information about BEhelper’s services and features of the Website, and other information concerning or related to the Website.
- 5. Copyright and Trademarks
Materials on the Website, including, text, images, software, databases, Data (collectively, the "Content") are owned or controlled by BEhelper, which retains all right, title, and interest in and to such Content. The Website and the Content contain valuable and proprietary information of BEhelper and others and are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws. You agree not to use any trademarks, service marks, names, logos, or other identifiers of BEhelper without prior written permission from BEhelper. In addition, you may not use trademarks, service marks, names, logos, or other identifiers:
-In, as, or as part of, your trademarks or those of any third parties;
-To identify products or services that are not those of BEhelper;
-In a manner likely to cause confusion; or
-in a manner that implies that BEhelper sponsors or endorses or is otherwise connected with your own activities, products and services or those of third parties.
- 6. Free Beta User Responsibility
Free beta user’s the rights and privileges provided hereunder are personal and nontransferable. You agree not to assign, transfer, or sublicense your rights as a free beta user. You agree not to reproduced, distribute, or exhibit any of BEhelper’s copyrighted or trademarked material, without prior written permission from BEhelper. You agree to not depict any aspects of BEhelper’s Website to anyone outside of the free beta user’s direct organization, and that organization’s current clients.
- 7. Indemnification
You hereby agree to indemnify, defend and hold harmless BEhelper from and against any and all liability and cost incurred by BEhelper in connection with any third party claim arising out of any breach of any of your obligations set forth herein. BEhelper reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall cooperate as fully as reasonably required in the defense of any such claim. You shall not in any event settle any claim without the prior written consent of BEhelper.
- 8. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WEBSITE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, DATA, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) ARE PROVIDED AS-IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY, OR NON-INFRINGEMENT. To the fullest extent permissible by law, BEhelper shall not be liable for your use of or inability to use the Website under any circumstances, including, but not limited to, by reason of the negligence by BEhelper. BEhelper does not warrant that the functions contained in the Website will be uninterrupted or error-free, that defects will be corrected, that the Website will meet any particular criteria of performance or quality, or that the Website, including the server(s) on which the Website is operated, are free of viruses or other harmful components.
- 9. Limitation of Liability
USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF INFORMATION, COMMUNICATIONS, CONTENT, OR OTHER MATERIAL ACCESSED BY MEANS OF THE WEBSITE. UNDER NO CIRCUMSTANCES SHALL BEHELPER, OR ANY PROVIDER OF THE TELECOMMUNICATIONS OR NETWORK SERVICES FOR BEHELPER BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, EVEN IF BEHELPER, OR THEIR PROVIDERS OF TELECOMMUNICATIONS OR NETWORK SERVICES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF BEHELPER HEREUNDER IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS AND USE OF SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING YOUR NOTICE OF CLAIM. YOU HEREBY RELEASE BEHELPER FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- 10. Termination
BEhelper reserves the right to restrict, suspend or terminate your access to the Website in whole or in part, without notice, with respect to any breach or threatened breach by you of any portion of this Agreement, such termination to be without prejudice to the right of BEhelper to pursue any and all other remedies available to it in equity or at law. If BEhelper terminates this Agreement based on a breach of any portion of this Agreement, BEhelper will not refund any amounts paid or cancel any amounts then payable by you and reserves the right to refuse to provide a subscription to you in the future.
- 11. Modifications
To this Agreement. BEhelper has the right to modify this Agreement. Any modification is effective immediately upon posting to the Website or distribution via electronic mail or conventional mail. Your continued use of the Website following posting or other notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of BEhelper in providing the Website, including, without limitation, any change in the Content, is to terminate your free beta use of the Website. BEhelper has the right to modify, suspend or discontinue the Website or any portion thereof, at any time, including the availability of any area of the Website. BEhelper may also impose limits on certain features and services or restrict your access to part or all of the Website without notice or liability.
- 12. General
This Agreement constitutes the entire agreement between you and BEhelper with respect to the Website, Data, and supersedes all prior and contemporaneous written or verbal agreements between you and BEhelper. Failure by BEhelper to enforce any provision of this Agreement shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this Agreement shall be governed by the laws of the State of Arizona. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be reformed to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement shall remain in full force and effect.
Using BEhelper Online on a free beta basis indicates your agreement to the terms and conditions set forth above.
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