ENERGY PARTNER NETWORK TERMS OF SERVICE
These Terms of Service (“Terms” or “Agreement”) govern your rights and obligations regarding the use of the Energy Partner Network, a mobile application, web application, and/or website owned and operated by Energy Partner Inc., a New Jersey corporation (collectively referred to as the “Site”) on the Internet or other electronic media. These Terms constitute a fully binding agreement between Energy Partner Inc. (including its affiliates and subsidiaries “We”) the proprietor of all rights in and to the Site, and you. It is therefore recommended that you carefully read these Terms.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ENERGY PARTNER NETWORK AND ANY SERVICES PROVIDED BY US, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE ENERGY PARTNER NETWORK SERVICE OR ANY SERVICES PROVIDED BY US.
“You” and “Your” refer to you, as a user of the Site and/or Service. A “user” is someone who accesses or in any way uses the Site and/or Service. “We,” “Us,” and “Our” refer to Energy Partner Network Inc. and its subsidiaries.
“Content” means text, images, photos, audio, video, and all other forms of data or communication.
“Your Content” means Content that you submit or transmit to, through, or in connection with the Site and/or Service, such as ratings, reviews, photos, videos, compliments, invitations, check-ins, votes, friending and following activity, direct messages, and information that you contribute to your user profile or suggest for a business page.
“User Content” means Content that users submit or transmit to, through, or in connection with the Site and/or Service.
“User” – A person, either a registered member of this Site or unregistered patron of this Site, who utilizes the Services of this Site or otherwise accesses the Site.
“Site” – The website located at www.energypartnernetwork.com (and any subpages thereof) as well as any other URLs that forward to the www.energypartnernetwork.com. The Site may be embodied as a web application, mobile application, and/or website.
Service – Any offers, memberships, and/or functionality offered by the Site including, but not limited to, the setup of a business profile, posting of jobs an requests for proposals, Virtual Trade Show(s), and/or paid features. The Site may periodically add, change, or remove Services from the Site as it sees fit.
- Energy Partner Network may remind a user via, email, SMS or a phone call with account information, or other updates related to the Site and/or Service.
- Energy Partner Network is not responsible for any civil, negligent, criminal, or reckless conduct, damages, or behavior of its Users or for any behavior and damages to its user’s that may be caused by others.
- Energy Partner Network may require you to log in by using an existing social media account or by creating a standalone account. The Site and/or Service will not provide your account information to any other users and will not make available nor be responsible for any links between your use of the Site and/or Service and your social media accounts.
- Energy Partner Network is not responsible for any additional SMS, email, phone, or data charges that may result from a user not shutting off the Site and/or Service’s reminders. Such additional charges are borne by the user.
The Internet connection is under your responsibility and at your expense. Transmitting and receiving real-time updates to and from the Site and/or Service, require an online (Wi-Fi, 3G,4G, 4G LTE, etc.) connection between your cellular device and the Internet. The expenses of such connection are as prescribed by the agreement between you and your communication service provider (such as your cellular company), and according to its applicable terms of payment.
Intellectual Property The Site and/or Service, its database, Energy Partner Network trademarks, copyrights, and any other intellectual property owned by Energy Partner Network is not free and not available for use without express written consent of Energy Partner Network.
Feedback. Your feedback on the Site and/or Service we provide is important to us. By accepting these Terms, you agree that any feedback you may provide is constructive and may be used by Energy Partner Network for whatever purpose Energy Partner Network deems necessary. You further agree that you claim no ownership to any feedback you may submit and to any implementation by Energy Partner Network of submitted feedback.
USING THE SITE AND/OR SERVICE
You may use the Site and/or Service solely for private and personal and/or business purposes. You must not sell or re-sell or copy the Site and/or Service for commercial Use or profit, For example, you may not offer to third-parties a service of your own that uses the Site and/or Service; you may not resell the Site and/or Service, offer it for rent or lease, offer it to the public via communication or integrate it within a service of your own, without the prior written consent of Energy Partner Network.
Unregistered Users accessing this Site must not copy, print, save or otherwise use the data from the Site and/or Service database. Registered Users may copy, print, save or otherwise use the data from the Site and/or Service database to the extent required to utilize the Site and/or Service as intended by Energy Partner Network. As noted, this clause does not limit the use of the database as intended by the Site and/or Service and for the purposes of private and personal and/or business use of the Site and/or Service.
You, by using this Site and its Services, represent that you are the owner of or have license to all content posted by You or your organization. Energy Partner Network reserves the right to remove, change, or delete any content that may not comply with or is alleged to infringe upon the intellectual property rights of others. Energy Partner Network serves to simply host content and cannot and will independently verify or confirm all content ownership at that time it is posted. Therefore, it is the responsibility of and at the liability of each member to do so. However, Energy Partner Network will remove content, as noted above, that is deemed or otherwise alleged to infringe any third-party intellectual property rights. When using the Site and/or Service and services, memberships, etc. provided herewith, you may not engage in scraping, data mining, harvesting, screen scraping, data aggregating, and indexing. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site and/or Service’s database for any purpose without the express written permission of Energy Partner Network. The Site and/or Service may not be used in any way not expressly permitted by these Terms. Any Registered User of this Site and/or Service risks having their access to the Site and/or Service terminated without warning for violating such Terms. You further hereby agree that using the Site and/or Service in a way in contravention to these Terms may expose You to liability for your actions including, but not limited to, prosecution to the fullest extent available under the law.
By accessing Energy Partner Network, you understand and agree that accessing, removing, copying, or distributing any portion of our Site or the content thereon without our permission will not be tolerated. Energy Partner Network reserves all rights afforded to them under the law to seek recourse for such actions.
You may not sell or offer to sell any data that is freely or otherwise available for purchase on the Site and/or Service. All data belongs to Energy Partner Network and may be used and/or sold by Energy Partner Network for any purpose whatsoever.
Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Energy Partner Network content. Use of Energy Partner Network content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Site and/or Service, including without limitation about how to improve the Site and/or Service or our products (“Ideas” of “Feedback”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Energy Partner Network under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Energy Partner Network does not waive any rights to use similar or related ideas previously known to Energy Partner Network, or developed by its employees, or obtained from sources other than you.
You must create an Account and provide certain information about yourself in order to use some of the features that are offered through the Site and/or Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason. Features of the Site and/or Service may be changed, added, discontinued, or deleted without a User’s permission or notification.
Your Account is for your personal and /or business, non-commercial use only, and you may not create or use an Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Site and/or Service. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Account to another person without Energy Partner Network Inc.’s prior approval. You may not claim or create a business profile that you are not an owner or employee of. You may be denied claiming or creating a business profile or using any other features of the Site and/or Service if your identity cannot be verified.
There are certain conducts which are strictly prohibited on the Site and/or Service. Please read the following restrictions carefully. Your failure to comply with the provisions set forth below may result (at Energy Partner Network sole discretion) in the termination of your access to the Site and/or Service and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content provided by the Site and its associated Services, in any way or publicly display, perform, or distribute them; (ii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without Energy Partner Network prior written consent; (iii) create a browser or border environment around the Content (no frames or inline linking); (iv) interfere with or violate any third-party or other user's right to privacy or other rights, including copyrights and any other intellectual property rights of others, or harvest or collect personal information about visitors or users of the Service and/or Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ copyrights, and other intellectual property rights; (vi) transmit or otherwise make available in connection with the Service and/or Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, Software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of the Service and/or Site, or the servers or networks that host the Service and/or Site or make the Service and/or Site available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Content and/or the Service and/or Site; (ix) frame or mirror any part of the Service and/or Site without Energy Partner Network prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Content from the Service and/or Site; (xi) forward any data generated from the Service and/or Site without the prior written consent of Energy Partner Network; (xii) transfer or assign your accounts’ password, even temporarily, to a third-party; (xiii) use the Service and/or Site for any illegal, immoral or unauthorized purpose; (xiv) use the Site, the Service, the Content and/or for non-personal or commercial purposes without Energy Partner Network express prior written consent; or (xv) infringe or violate any of the Terms.
TERMINATION OF USE OF THE SERVICE
You may terminate your use of the Site and/or Service at any time and for whatever reason. Energy Partner Network retains the right to block your access to the Site and/or Service and discontinue your use of the Site and/or Service, at any time and for any reason Energy Partner Network deems appropriate, at its sole and absolute discretion. To the extent possible, we will advise you of your account termination.
Energy Partner Network reserves the right to change, suspend, remove, discontinue, or disable access to the Site and/or Service (at any time without notice. In no event will Energy Partner Network be liable for the removal of or disabling of access to any portion or feature of the Site and/or Service.
If you breach any of the terms or conditions of the Terms or Energy Partner Network discontinues their Site and/or Service, the Terms will automatically terminate. All of the sections of the Terms will survive any termination of the Terms except the License section and the Consent to Use of Data and Mobile Communications section.
All intellectual property rights in the Site and/or Service and its database, including copyrights, trademarks, industrial designs, patents, and trade secrets – are either exclusive property of Energy Partner Network Inc. and its subsidiaries and its affiliates or licensed to Energy Partner Network. The Site and/or Service is protected, among others, by United States Copyright and Trademark Law or by applicable provisions set forth in any other law, in the United States and abroad.
Copying, distributing, publicly displaying, offering to the public via communication, transferring to the public, modifying, adapting, processing, creating derivative works, selling or leasing, any part of the Site and/or Service, in any manner or means without the prior written consent of Energy Partner Network, is strictly forbidden. “Energy Partner Network”, Energy Partner Network logo, and other trade and/or service marks are property of Energy Partner Network and may not be used in any of the aforementioned means.
Energy Partner Network may protect the Site and/or Service by technological means intended to prevent unauthorized use of the Site and/or Service. You undertake not to circumvent these means. Without derogating Energy Partner Network rights under these Terms or under any applicable law, infringement of the rights in and to the Site and/or Service will, in and on itself, result in the termination of all your rights under these Terms. In such an event, you must immediately cease any and all uses of the Site and/or Service, and within your obligations to Energy Partner Network, you undertake to do so.
You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, constitutes false advertising or is defamatory in nature; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms. Energy Partner Network is not responsible for any of Your Content posted on this Site. By posting Your Content on this Site, You are attesting that Your Content does not violate these Terms and that you are the rightful owner of Your Content.
We may make available the System to access the Site and/or Service via a mobile device (“Mobile System”). To use the Mobile System, you must have a mobile device that is compatible with the Mobile Service. Energy Partner Network does not warrant that the Mobile System will be compatible with your mobile device. Energy Partner Network hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile System for one Energy Partner Network account owned or leased solely by you, for your personal and/or business use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile System, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile System to any third-party or use the Mobile System to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile System; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile System, features that prevent or restrict use or copying of any content accessible through the Mobile System, or features that enforce limitations on use of the Mobile System; or (v) delete the copyright and other proprietary rights notices on the Mobile System. You acknowledge that Energy Partner Network may from time to time issue upgraded versions of the Mobile System and may automatically electronically upgrade the version of the Mobile System that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile System is covered by the applicable open source licenses, free software licenses, third-party licenses, and/or End User Licenses, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile System or any copy thereof, and Energy Partner Network or its third-party partners or suppliers retain all right, title, and interest in the Mobile System (and any copy thereof). Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in this Agreement, is void.
Energy Partner Network reserves all rights not expressly granted under this Agreement. If the Mobile System is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Mobile System by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile System originates in the United States and is subject to United States export laws and regulations. The Mobile System may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile System may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile System and the Energy Partner Network Site and/or Service.
We reserve the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline of the Site and/or Service, at any time and in our sole discretion. Any changes or modifications will be effective immediately upon the posting of such revisions on our website located at www.energypartnernetwork.com (the “Site”) or when such revisions are made available via the Site and/or Service, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Site and/or Service (or any portion thereof) following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site and/or Service. If you do not agree to the amended Terms, you must stop using the Site and/or Service.
DEVICE USAGE TERMS AND CONDITIONS
You acknowledge and agree that your use of the Site and/or Service must also be in accordance with the usage rules established by your mobile device platform or Site and/or Service provider.
You agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms made available via the Site and/or Service ("Registration Data"); (ii) maintain and promptly update the Registration Data, and any other information you provide to Energy Partner Network, in order to keep it accurate, current and complete; and (iii) accept all risk of unauthorized access to the Registration Data and any other information you provide to Energy Partner Network.
You may not use the Site and/or Service if you are less than 13 years of age, unless authorized or with the knowledge of a parent or guardian. By using the Energy Partner Network software, you verify that you are entering into this agreement with a clear mind.
Energy Partner Network is under no obligation to retain a record of your account or any data or information that you may have stored by means of the account or your use of the Site and/or Service. You are only authorized to create and use one account for the Site and/or Service and are prohibited from utilizing alter-egos or other disguised identities when utilizing the Site and/or Service. You are under no obligation to use or continue to use the Site and/or Service and may cease use of the Site and/or Service without notice to Energy Partner Network.
GRANT AND RESTRICTIONS
Subject to the terms, conditions and limitations set forth in the Terms, Energy Partner Network grants you a non-exclusive, non-transferable and revocable license to use the Site and/or Services on any electronic device that you own or control. The terms of the license will also govern any upgrades provided by Energy Partner Network that replace and/or supplement the original software, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
You agree not to do, or authorize or permit any third-party to do, any of the following: (i) distribute or make the Service and/or Site available over a network where it could be used by multiple devices at the same time; (ii) rent, lease, lend, sell, redistribute or sublicense the software; (iii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the software, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law); or (iv) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the software. If you violate any of the foregoing restrictions, your use of the software will immediately cease and you will have infringed the copyright and other rights of Energy Partner Network, which may subject you to prosecution and damages. Energy Partner Network reserves all rights not expressly granted to you in the Terms.
CONSENT TO USE OF DATA AND MOBILE COMMUNICATIONS
You agree that Energy Partner Network may collect and use technical data, personal information and related information in connection with your use of the software including, but not limited to, contact information and technical information about your device, service and application software, and peripherals, that are gathered periodically to facilitate the features and functionality of the software and of Site and/or Service updates, product support and other services. You also consent to our communicating with you about the software or in connection with the features, functions and activities contained in the software. You also agree that any information that the Site and/or Service or Service obtains from your social media accounts be used for whatever purpose Energy Partner Network deems necessary.
COMPATIBILITY WITH MOBILE DEVICES
Energy Partner Network does not warrant that the Site and/or Service will be compatible or interoperable with your mobile device or any other hardware, Software or equipment installed on or used in connection with your mobile device.
You acknowledge and understand that the Site and/or Service requires and utilizes phone service, data access and text messaging capabilities. Carrier rates for phone, data and text messaging may apply and you are responsible for any such charges.
When you use the Site and/or Service or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or providing notices via the Site and/or Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any such emails may include marketing and promotional content.
Your use of the software and your contact, interaction, or dealings with any third-parties arising out of your use of the Site and/or Service is solely at your own risk. You acknowledge and agree that Energy Partner Network is not responsible or liable in any manner for any loss, damage or harm of any sort incurred as the result of the Site and/or Service. Energy Partner Network is not responsible, and shall not be held liable for, the acts, errors, omissions, representations, warranties, breaches or negligence of any such suppliers for any personal injuries, death, property damage, loss, theft or other damages or expenses resulting therefrom.
You use this Site and its Services at your own free will, and your interactions with other Users of this Site reflect the same. Any partnership(s) or business connections formed or made, financial or otherwise, should be reviewed and advised upon by legal counsel. Energy Partner Network shall bear no liability for any agreement(s), interaction, relationship, connection, and so forth made by or between any Users of the Site and/or Service. All Users indemnify Energy Partner Network fully from any lawsuits or other disputes arising as a result of agreement(s), interaction, relationship, connection, and so forth made on the Site and/or Service. Relationships and business agreements made are completely independent of the Site and/or Service and Energy Partner Network does not endorse any User of this Site.
Energy Partner Network may provide third-party content via the Site and/or Service and may provide links to Web pages and content of third-parties (collectively, the “Third-Party Content”) as a service to those interested in this information. Energy Partner Network does not control, endorse, or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content including, but not limited to, its accuracy or completeness. You acknowledge and agree that Energy Partner Network is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk.
ADVERTISEMENTS AND PROMOTIONS; THIRD-PARTY PRODUCTS AND SERVICES
Energy Partner Network may run advertisements and promotions from third-parties via the Site and/or Service or may otherwise provide information about or links to third-party products or services via the Site and/or Service. Your business dealings or correspondence with, or participation in promotions of, such third-parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third-party. Energy Partner Network is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Energy Partner Network advertisers or third-party information accessible via the Site and/or Service.
We reserve the right to investigate complaints or reported violations of the Terms and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third-parties and disclosing any information necessary or appropriate to such persons or entities relating to your Registration Data, usage history, posted materials, IP addresses, traffic information, and use of Energy Partner Network.
INFORMATION AND PRESS RELEASES
The Site and/or Service may contain information and press releases about us. We disclaim any duty or obligation to update this information. Information about companies other than ours contained in any press release or otherwise should not be relied upon as being provided or endorsed by us.
PLEASE READ THE BELOW CAREFULLY. THIS SECTION LIMITS ENERGY PARTNER NETWORK’S RESPONSIBILITY TO YOU FOR USE OF THE SITE AND/OR SERVICE. WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE SITE AND/OR SERVICE.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND/OR SERVICE (INCLUDING, BUT NOT LIMITED TO, THE SITE/SERVICE) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR SERVICE (INCLUDING, BUT NOT LIMITED TO, THE SITE/SERVICE) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ENERGY PARTNER NETWORK DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE TERMS AND THE SITE AND/OR SERVICE (INCLUDING, BUT NOT LIMITED TO, THE SITE/SERVICEWHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT ENERGY PARTNER NETWORK KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. ENERGY PARTNER NETWORK DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE/SERVICE WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE/SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE/SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY ENERGY PARTNER NETWORK OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
ENERGY PARTNER NETWORK ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, ITEMS OR INFORMATION, ANY LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER COMMERCIAL LOSS, EVEN IF WE WERE ADVISED OF SUCH DAMAGES, FROM DELAYS, NON-DELIVERIES, ERRORS, SITE AND/OR SERVICE DOWN TIME, SITE AND/OR SERVICE UNAVAILABILITY, OR SITE AND/OR SERVICE INTERRUPTIONS CAUSED BY THE WEBSITE HOST, ENERGY PARTY NETWORK OR BY YOU OR ANY OTHER USER'S OWN ERRORS AND/OR OMISSIONS.
YOU ACKNOWLEDGE AND AGREE THAT ENERGY PARTNER NETWORK SHALL NOT ASSUME OR HAVE ANY LIABILITY FOR ANY ACTION BY THE OTHER USERS WITH RESPECT TO CONDUCT, COMMUNICATION OR CONTENT ON THE SITE AND/OR SERVICE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SITE AND/OR SERVICE OR THESE TERMS. EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS AS OUTLINED BELOW, EACH PARTY’S LIABILITY TO THE OTHER PARTY AND YOUR EXCLUSIVE REMEDY FOR YOUR BREACH OF ANY IMPLIED OR EXPRESS WARRANTY, OR FOR BREACH OF THIS AGREEMENT IS LIMITED SOLELY TO THE TOTAL AMOUNT OF FEES PAID BY YOU TO WE FOR USE OF THE SITE AND/OR SERVICE. BECAUSE SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, IN SUCH STATES OR COUNTRIES EACH PARTY’S AND ITS RESPECTIVE SUBSIDIARIES' AND AFFILIATES' LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless Energy Partner Network from all third-party liabilities, claims and expenses, including attorneys' fees (“Claims”) arising from any breach of these Terms by You.
You shall not be required to indemnify and hold Energy Partner Network harmless for such Claims arising out of Energy Partner Network’s willful misconduct or gross negligence. We agree to defend, indemnify and hold harmless you from any Claims that the Site and/or Service infringes any patent, copyright, trade secret, or other proprietary right of a third-party. A party being indemnified by the other party reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by a party hereunder, and in such event, the party providing the indemnification shall have no further obligation to provide indemnification for such matter.
You understand that the Site and/or Service may be subject to downtime or otherwise unavailable for temporary periods of time due to maintenance or other reasons as we deem necessary. To the maximum extent allowed by law, we do not warrant any connection to, transmission over, or results or use of, any network connection or facilities provided (or failed to be provided) through the Site and/or Service. You are responsible for assessing your own computer and transmission network needs, and the results to be obtained therefrom. You agree that we are not responsible or liable for any possible inadvertent inaccuracies in the information used by you on the Site and/or Service. If you choose to include its Content in the Site and/or Service, You are fully responsible for the accuracy of such listings and accuracy of the Content.
You agree that any claim or dispute at law or equity that has arisen or may arise between you and Energy Partner Network will be resolved in accordance with the provisions set forth in this Legal Disputes Section.Please read this Section carefully. It affects your rights and will have a substantial impact on how claims between Energy Partner Network and You are resolved.
Applicable Law.You agree that the laws of the State of New Jersey, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between You and Energy Partner Network, except as otherwise stated in this Agreement.
Agreement. In the event that You are: 1) alleging You are owed a refund from Energy Partner Network; 2) alleging that the website located at www.energypartnernetwork.com does not work as advertised or intended; 3) allegedly unhappy with the service of Energy Partner Network; 4) alleging that content on www.energypartnernetwork.com violates Your intellectual property rights; 5) alleging there has been a data breach on the behalf of Energy Partner Network, You agree that the sole forum for resolution of such a dispute is exclusively a state or federal court located within Monmouth County, New Jersey. In the event that Energy Partner Network is alleging that You are infringing the intellectual property rights of Energy Partner Network, You agree that the sole forum for resolution of such a dispute is exclusively a state or federal court located within Monmouth County, New Jersey.
You further agree that any and all other disputes or claims that have arisen or may arise between Energy Partner Network and You, other than those noted above herein, shall be resolved exclusively through final and binding arbitration, via a sole arbitrator, rather than through a state and/or federal court, The Federal Arbitration Act governs the interpretation and enforcement of these Arbitration provisions.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's website at http://www/energypartnernetwork_723/public.adr.org.
There will be one (1) arbitrator and that arbitrator will decide the substance of all claims in accordance with the laws of the State of New Jersey, including recognized principles of equity, and will honor all claims of privilege recognized by law. The sole arbitrator's award shall be final and binding and judgment on the award rendered by the sole arbitrator may be entered in any court having jurisdiction thereof.
Costs of Arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. In the event the sole arbitrator determines that the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Energy Partner Network for all fees associated with the arbitration.
Judicial Forum for Legal Disputes.
Unless as otherwise noted above concerning the claims and/or disputes to which this Agreement to Arbitrate does not apply or in the event that the Agreement to Arbitrate above is found not to apply to You or to a particular claim or dispute, You agree that any claim or dispute that has arisen or may arise between You and We must be resolved exclusively by a state or federal court located in New Jersey. Energy Partner Network and You agree to submit to the exclusive jurisdiction of the courts located within Monmouth County, New Jersey for the purpose of litigating all such claims or disputes.
Nothing herein shall be construed as conveying title to the Site and/or Service to You. The Site and/or Service is and shall at all times remain the personal property of Energy Partner Network. You agree that it will never represent that the title to the Site and/or Service is in anyone other than Energy Partner Network and shall never cooperate, whether actively or passively, with anyone claiming any right, title or interest in the Site and/or Service, other than Energy Partner Network.
If any provision of this Agreement is unenforceable, such unenforceability shall not make any other provision hereof unenforceable. Any reference to any party includes its agents and employees. If any provisions of this Agreement conflict with any statute or rule of law in any jurisdiction wherein it may be sought to be enforced, then said provisions shall be deemed null and void to such extent, but without invalidating the remaining provisions.
The remedies of this Agreement provided in favor of either party shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in its favor existing at law or in equity. The failure or delay of either party in exercising any right granted it hereunder upon any occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies and any single or partial exercise of any particular right by either party shall not exhaust the same or constitute a waiver of any other right provided herein.
Any failure by either party to require strict performance by the other party of any term, covenants or agreements herein shall not be construed as a consent or waiver of any breach of the same or of any other term, covenant or agreement herein.
This Agreement constitutes the complete agreement and understanding among the parties, and supersedes all prior or contemporaneous proposals, oral or written, understandings, covenants, agreements, arrangements, and communications between them relating to the subject matter of this Agreement.
You acknowledge that you have had full opportunity to review this Agreement in detail and to seek independent legal representation and advice pertaining to this Agreement and either has done or has in its own independent business judgment chosen not to do so.
This Agreement shall not be construed against Energy Partner Network as the drafter of this Agreement.
All notices given by you or required under this Agreement shall be in writing and addressed to:
ENERGY PARTNER NETWORK INC
391 SPOTSWOOD-ENGLISHTOWN RD
MONROE TWP, NEW JERSEY 08831