Terms and Conditions

Last updated: November 16, 2018

Welcome to Bright Power, Inc. (including its affiliated and associated companies and entities, collectively, the “Company,” “Bright Power,” “we,” or “us”). We provide the website located at energyscorecards.com (the “ESC Website”), as well as a number of related websites, such as the website located at brightpower.com, (collectively our “Websites”) as well as several Services, including project management information supplied via procore.com.  By Services we mean the Websites and ESC Website (together “Company Websites”), downloadable software, mobile applications (including tablet applications), consulting and other services provided by us, or any digital media on which a link to this Terms and Conditions is displayed, and all other communications with individuals through written or oral means (such as email or phone) directed at accessing or using any service we offer.

1. Acceptance of Terms

The Servicer are subject to the following Terms and Conditions (the “Terms”) which form a binding agreement between you and us, and govern your use of our Websites, including the ESC Website, and the Services.

We reserve the right to update the Terms and/or the Services at any time. The most up-to-date version of the Terms will always be available on brightpower.com. Violating these Terms may result in the suspension or deletion of Services.

  1. These Terms, incorporate by reference the Bright Power Privacy Policy. By using the Services, you agree to comply with the Terms and Privacy Policy. The right to use the Services is personal to you and is not transferable to any other person or entity. For that reason, we require you to create an account to access certain Services. You are responsible for all use of your account (under any login name or password) and for ensuring that all such use complies fully with the provisions of these Terms. You shall be responsible for protecting the confidentiality of your account password(s), if any.
  2. Bright Power shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability, and equipment needed for access or use.

2. Changed Terms

Bright Power reserves the right at any time to change or modify the terms and conditions that apply to your use of the Websites or Services, or any part thereof including the software platform featured on the site, or to impose new conditions, including but not limited to usage or service fees. Such changes, modifications, additions or deletions shall be effective immediately upon issuance of reasonable notice. Reasonable notice may take the form of postings on Brightpower.com, email notifications, conventional mailings, in-software prompts, or other commercially viable means. Any use of Brightpower.com, the Company Websites and/or Services after such notice shall be deemed to constitute your acceptance of such changes, modifications or additions.  You understand and agree that these Terms will be entered into electronically and you further agree that Bright Power may provide information or updates to you relating to the Services or these Terms, including materially relevant information, by electronic means, including through its Websites, by electronic mailing, or any commercially reasonable method of electronic communications.  You agree that to accept such means of communication.  Notwithstanding the foregoing, Bright Power reserves the right to communicate with you through paper format, via United States postal mail, FedEx, UPS, facsimile transmission, or other means so long as such means of communication are commercially reasonable.

3. Description of ESC Services 

Bright Power operates and provides a subscription-based online software as a service providing a utility bill-based energy management system operated (the “ESC Service”).  The ESC Service is included in the Services and subject to these Terms.

4. Equipment

You shall be responsible for obtaining and maintaining all telephone, wireless services, computer hardware, software, and other equipment needed for access to and use of the Services, and all charges related thereto.

5. Conduct

i. You shall use the Services for lawful purposes only. You shall not post or transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Bright Power’s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct that in Bright Power’s discretion restricts or inhibits any other Bright Power customer, client or Services user from using or enjoying the Services will not be permitted. You shall not use the Services to advertise or perform any commercial solicitation of users to become subscribers of other information services that compete with Bright Power’s Services.

ii. Bright Power Services contain copyrighted material, trade secrets, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound; the entire contents of the Websites are copyrighted as a collective work under the United States and international intellectual property laws. Bright Power owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download copyrighted material for your personal use only. Creation and use of a Bright Power account for an individual or entity who does not have a relationship with Bright Power is a violation of these Terms. Except as otherwise expressly permitted under copyright law, no copying, redistribution, reverse engineering, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Bright Power and the intellectual property owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

iii. You shall not upload, post or otherwise make available on Brightpower.com any material that is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. The burden of determining respective intellectual property ownership in these situations rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting de-identified material to Public Areas of the Service (as defined in the Bright Power Privacy Policy), you automatically warrant that the owner of such material has granted Bright Power the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other user of the Services to access, view, store or reproduce the material for that user’s personal use. You hereby grant Bright Power the right to edit, copy, publish, use, and distribute any material that you make available to Bright Power on or through the Websites.

iv. The foregoing provisions of Section 5 are for the benefit of Bright Power, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

6. Use of Bright Power Services

The Bright Power Services may include e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities that are designed to enable you to communicate with Bright Power or other users of Bright Power Services (each a “Communication Service” and collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and materials that are proper, and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

*Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

*Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

*Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

*Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.

*Use any material or information, including images or photographs, which are made available through the Bright Power Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

*Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.

*Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.

*Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

*Restrict or inhibit any other user from using and enjoying the Communication Services.

*Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

*Harvest or otherwise collect information about others, including e-mail addresses.

*Violate any applicable laws or regulations.

*Create a false identity for the purpose of misleading others, including Bright Power.

*Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

*Use outputs from Bright Power Services to build products or services that compete with the Services or in a manner inconsistent with these Terms.

Bright Power has no obligation to monitor the Communication Services. However, Bright Power reserves the right to review materials posted to the Communication Services and to remove or modify any materials and content in its sole discretion. Acting in a manner proscribed above is considered a material breach of these Terms and Bright Power reserves the right to terminate your access to any or all of the Communication Services in that instance without notice. Bright Power reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, all in Bright Power’s sole discretion.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; You are responsible for adhering to such limitations if you download the materials.

Always use caution when giving out any personally identifiable information in any Communication Services. Except as to information created or communicated by Bright Power, we do not control or endorse the content, messages or information found in any Communication Services and, therefore, Bright Power specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services.

7. Member Account, Password & Security

Use of the Services may require you to create a user account, and complete a registration process by providing Bright Power with current, complete and accurate information as applicable to the particular Service. This may involve choosing a password and/or a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Bright Power immediately of any unauthorized use of your account or any other breach of security. Bright Power will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Bright Power or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder. Nor may you establish an account for the purpose of providing a third party service offering if those third parties have not created personal Bright Power accounts in their own names.

For the ESC Services and/or Services via procore.com, you will receive a password and login upon completing the Website’s registration process (and paying the associated fees for registration and/or subscription). You agree and acknowledge that you are responsible for maintaining the confidentiality of your password and login.

You shall use all commercially reasonable efforts to ensure that only persons authorized to have access to the ESC Website or other Company Websites are granted such access including but not limited to maintaining effective safeguards, policies and procedures designed to protect the confidentiality of usernames and passwords and to secure the applicable network from unauthorized access or intrusion, and that all persons who access the ESC Website or Company Websites on Your behalf comply with these Terms. You shall be responsible to Bright Power for the acts and omissions of all persons who access and/or use the ESC Website or Company Websites by or through you, or as a result of your acts or omissions, whether or not such access and/or use is authorized.

8. Representations and Attestations

You understand and acknowledge you must exercise independent judgment when evaluating and verifying any and all information contained in on the Websites and any Services offered therein for download, viewing, or use, including but not limited to the ESC Services.

9. Notice Specific to Software Available on Websites

Use of any software operated or maintained by Bright Power or made available through the Websites or Services (“Bright Power Software”) is governed by these Terms and any separate agreements accompanying or included with such software, including any fee agreement.  Unless otherwise specified, applicable fees will be charged regardless of whether Software is used during the applicable billing cycle. You agree to pay all fees due and owing by you in accordance with the provisions set forth in any agreements between you and Bright Power.

Bright Power Software is the copyrighted work of Bright Power and/or its suppliers. Use of the Bright Power Software is governed by these Terms and any other written agreement accompanying or included with the Bright Power Software.

Any reproduction or redistribution of the Bright Power Software not in accordance with these Terms and any accompanying or included agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE BRIGHTPOWER SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE TERMS AND ANY AGREEMENT ACCOMPANYING OR INCLUDED WITH SUCH BRIGHTPOWER SOFTWARE. THE BRIGHTPOWER SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS AND ANY ACCOMPANYING OR INCLUDED AGREEEMENT. EXCEPT AS WARRANTED THEREIN, BRIGHTPOWER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE BRIGHTPOWER SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE.

10. Notice Specific to Documents that Are Available on The Websites

Permission to use documents that may appear on the Websites (such as white papers, press releases, datasheets and FAQs) is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such documents is for informational and non-commercial or personal use only and such documents will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any documents are made.  Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties.

11. Notices Regarding Bright Power Software, Documents, and Services that Are Available on the Websites

Bright Power may from time to time provide automatic alerts and voluntary ESC account-related alerts.

Automatic alerts may be sent to you following certain changes made online to your Bright Power ESC account, such as a change in your Registration Information.

Voluntary account alerts may be turned on by default as part of the Services provided in connection with your ESC account. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your ESC accounts. Bright Power may add new alerts from time to time, or cease to provide certain alerts at any time in its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.

Electronic alerts will be sent to the email address you have provided as your primary email address for your ESC account. You may also be able to choose to have alerts sent to a mobile device that accepts text messages. Changes to your email address or mobile number will apply to all of your alerts.

Alerts may include your ESC Website Login ID, the address of your building, and certain information about your ESC accounts including Third-Party Content provider name and account number. Depending upon which alerts you select, information such as an account balance or the due date for your payment may be included. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future alerts.

Bright Power does not guarantee the delivery or the accuracy of the content of any alert and shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

12. Materials Provided to Bright Power or Posted at Any of Its Websites

i. Bright Power does not claim ownership of the material that you provide to Bright Power while using Bright Power’s Services, including feedback, suggestions, postings, uploads, or input provided to Bright Power (collectively, “Submission(s)”).

However, by posting, uploading, inputting, providing, or submitting (collectively, “Posting”) Submissions you grant Bright Power, its affiliated companies and their collective sub-licensees permission to use your Submissions in connection the operation of their Services.  These rights include without limitation the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submissions; to design improvements to the software and analyze data relating to your Submissions; and the right to sub-license such rights to any supplier of the Services. The rights granted in this paragraph specifically exclude anything that would violate applicable laws or regulations.

No compensation will be paid with respect to the use of your Submissions, as provided herein. Bright Power is under no obligation to post or use any Submissions that you may provide and Bright Power may remove any Submissions at any time in its sole discretion. By Posting Submissions you warrant and represents to own or otherwise control all of the rights to your Submissions including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

ii. IT IS SOLELY YOUR RESPONSIBILITY TO PROVIDE TRUE, ACCURATE, CURRENT AND COMPLETE DATA TO US, INCLUDING INFORMATION ABOUT YOUR BUILDINGS, PROPERTIES, AND SITES AS WELL AS ACCOUNTS MAINTAINED AT OTHER WEBSITES RELEVANT TO YOUR USE OF SERVICES. In furtherance of our providing the Services to you, you must keep your account registration information up-to-date and accurate. Failure to do so will affect the accuracy and effectiveness of the Services.

iii. You may direct Bright Power to retrieve content maintained by third-parties with whom you have customer relationships, maintain accounts or engage in financial transactions (“Third-Party Content”). Such third parties may include but are not limited to utility companies and EPA’s Energy Star Portfolio Manager tool. The ESC Website and/or our other Company Websites may be linked to third party websites.

By submitting third-party data, passwords, usernames, PINs, other login information, materials and other account information (“Third-Party Account Information”) to the ESC Website or Company Websites or to Bright Power Parties, you: (i) expressly authorize and permit Bright Power to use and store such Third-Party Account Information to access the Third-Party Content for the purpose of providing Content and Services; and (ii) warrant and represent that such Third Party Account Information may be used for the purposes set forth herein without subjecting Bright Power to any obligations or limitations, including any obligation to pay any fees. Third Party Content and Third Party Account Information may be referred to collectively herein as “Third Party Data.”

To provide the Services, you grant Bright Power a limited power of attorney, and appoint Bright Power as your attorney-in-fact and agent, to communicate with third-parties to retrieve and use your Third-Party Content with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN BRIGHT POWER IS ACCESSING AND RETRIEVING THIRD-PARTY CONTENT FROM THIRD-PARTY WEBSITES, BRIGHT POWER IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD-PARTY. You understand and agree that the Services are not sponsored or endorsed by any third parties whose Third-Party Content is accessible through the Website. Bright Power does not make any representation as to, and cannot take responsibility for, the accuracy or completeness of, or promise to make any effort to review, and may not review or update, the Third Party Content for any purpose including but not limited to accuracy, legality, or non-infringement. Bright Power is not responsible, and does not accept liability, for any delays, interruptions, omissions, errors or inaccuracies in data supplied by you or by third-parties or for any products, services, or content offered by third-parties, including all Third Party Content, whether on their websites or otherwise. You bear all risk from the use thereof in general and the use and results of any Third Party Content in particular. Without limiting the foregoing, Bright Power cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions and Bright Power cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. Third-Party Content is only as timely as is set forth in the date shown on the Website. Such content may be more up-to-date when obtained directly from the relevant sites, or from the third-parties via other means.

Additionally, as applicable, you hereby acknowledge that Bright Power cannot be responsible for the timely submission in compliance with benchmarking laws of any applicable jurisdiction if complete data is not supplied by you to Bright Power by 30 days before any submission deadline. Bright Power shall not be liable for omissions or inaccuracies in data supplied by you, technical problems associated with EPA’s Energy Star Portfolio Manager tool or the mechanisms for transferring information from this tool to the municipal agencies responsible for implementing the any benchmarking laws.

Bright Power may use and continue to store the Third-Party Content for the duration of your use of the ESC Website and thereafter. Third-Party Content may be automatically updated periodically until such time as the Third-Party Account Information is removed from the Website.

By agreeing to these Terms, You are expressly providing Bright Power and/or Bright Power’s Utility Data Provider(s), including Urjanet, as well as any third parties including Property Manager(s) and/or Asset Manager(s) named in any written, e-mail or verbal agreement(s) existing between you and Bright Power Parties, permission to: (a) Retrieve data for energy and water accounts of your Property(ies) from utility companies and energy suppliers (collectively “Utility Companies”) (e.g. through Utility Companies’ websites and/or communication with Utility Companies’ representatives); (b) Post information about your Property(ies) to Portfolio Manager on Your behalf; (c) Store information and utility bill data for your Property(ies) on our computer servers.

13. Disclaimer of Warranty; Limitations of Liability

Except as provided below in the Indemnification section of these Terms:

  1. USER EXPRESSLY AGREES THAT USE OF BRIGHTPOWER’S SERVICES IS AT USER’S SOLE RISK. NEITHER BRIGHTPOWER, NOR ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT BRIGHTPOWER’S SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF WEBSITES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH SUCH WEBSITES.
  2. BRIGHTPOWER PROVIDES THE SERVICES ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
  3. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT BRIGHTPOWER IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
  4. IN NO EVENT WILL BRIGHTPOWER, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE WEBSITES BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITES. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE WEBSITES.
  5. FORCE MAJEURE: NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. THIS INCLUDES WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATION FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM OCCURENCE. THE PERFORMANCE OF THIS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.
  6. Except as otherwise provided in these Terms or required by applicable law, in no event shall Bright Power or its suppliers be liable for any special, indirect, or consequential damages or any damages whatsoever resulting from loss of use, data, or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of Bright Power Services, documents, provision of or failure to provide Services, or information available from the Bright Power Services.

14. Links to Third Party Sites

Links to third party sites may appear on Websites or other Services, including the ESC Website, or Bright Power software. Clicking these links may direct you away from the Websites or Software; Bright Power is not responsible for the content that you may encounter on any of these third party sites. Should these links ever be provided through the Services, they will be provided only as a convenience for you and the inclusion of said links does not imply an endorsement of any kind.

Should Bright Power supply you with a links to third party sites, it would do so only as a distributor as opposed to a publisher of the content supplied by third parties. Any opinions, advice, statements, services, offers, or other information that are expressed or made available by third parties, including information providers, customers of Bright Power or any other user of Services, are those of the respective author(s) and not of Bright Power.

15. Monitoring

Bright Power shall have the right, but not the obligation, to monitor the content of the Websites, in its discretion and to satisfy any law, regulation or authorized government request. Bright Power shall have the right in its sole discretion to edit, refuse to post, or remove any material submitted to or posted on Brightpower.com if and when such features of the site are activated. Without limiting the foregoing, Bright Power shall have the right to remove any material that Bright Power, in its sole discretion, finds to be in violation of the Terms or is otherwise objectionable.

16. Indemnification

You agree to defend, indemnify and hold harmless Bright Power, its affiliates and their respective directors, officers, employees and agents from and against any actual or alleged claims, actions, demands, costs, fees, liabilities, expenses, and settlements (including, without limitation, reasonable legal, accounting and expert  fees), arising from or related to your tortious, grossly negligent, or intentional misconduct in connection with any use of the Services by you or in association with your account.

17. Term and Termination

Unless stated otherwise in writing, your subscription to the ESC Services (“ESC Subscription”) will be effective upon completing ESC Website’s registration process and paying the associated fees for registration and/or subscription for a period of one (1) year and shall renew automatically for successive periods of one (1) year unless otherwise terminated in accordance with these Terms.  Either Party may terminate an ESC Subscription upon thirty (30) days’ prior written notice. If you terminate the ESC Subscription without cause, we shall be entitled to receive payment for all Services performed and actual costs and/or expenses incurred by us in connection with the Services up to the date of termination.

Your ESC Subscription Agreement will automatically renew and you will be charged in accordance with the provisions set forth in any Agreements between you and Bright Power when you make your initial purchase unless you terminate your ESC subscription in accordance with these terms and conditions 30 days before any automatic renewal.  Closing your ESC Website account will serve as the equivalent of ‘written notice’ for the purpose of terminating your ESC Subscription.

We may for reason, with or without prior notice to you: (a) modify, limit, suspend, discontinue, or terminate, in whole or in part, any portion of the ESC Website or the delivery or display of the related Services; and (b) monitor, modify any aspect of, limit, suspend, discontinue or terminate your use of or access to any or all the ESC Website, and any related Services accessible through the ESC Website as commercially reasonable or upon your actual or anticipated breach of these Terms or any other agreements between you and Bright Power, or your violation of any applicable laws, rules, regulations relating to your use of Services.

Your access to and use of the ESC Website is subject to compliance with all of the terms and conditions set forth in these Terms. Bright Power reserves the right, at its sole discretion, to deny further or continuing access to the ESC Website to any user, including, without limitation, any user that Bright Power determines, in its sole judgment, has violated, or is likely to violate, any aspect of this Agreement or any applicable law, rule or regulation.  Without limiting the foregoing, Bright Power shall have the right to terminate your accounts immediately in the event of a material breach of these Terms.

18. Miscellaneous

These Terms are intended to be read and understood in conjunction with Bright Power’s Privacy Policy and any other written agreement between Bright Power and you or your institution or organization. Together, these agreements constitute the entirety of the agreement between these parties with respect to the subject matter hereof, and they supersede any and all agreements with respect to the subject matter at hand. These Terms, like the other agreements that are mentioned in this paragraph, are to be construed in accordance with the laws of the United States and the State of New York, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any one or more of the provisions of these Terms shall be determined to be invalid, unenforceable or illegal, such determination shall not affect any other provisions of this Agreement and the invalid, unenforceable or illegal provision(s) shall be automatically amended to the extent necessary to make it valid, enforceable and legal, provided that any such amendments shall most closely reflect the intent and purpose of the original provision. The provisions of this Agreement that by their terms are perpetual or are otherwise intended to survive this Agreement (including but not limited to all covenants, agreements, representations and warranties you have made in this Agreement shall survive the termination of these Terms.  You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to our Services and/or use of our Websites or Services including the ESC Website or the Terms must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.  This Agreement shall be binding upon and inure to the benefit of your and our permitted successors and assigns.  You shall not assign or transfer this Agreement, in whole or in part, or any of its rights or duties hereunder, without our prior written consent. Any assignment made by you without the required prior written consent shall be wholly void and invalid, the assignee shall acquire no rights whatsoever, and we shall not recognize, nor shall it be required to recognize, the assignment.

You are fully responsible for all of your activities in using the Services, including the ESC Services, and including those activities carried out by, and the acts or omissions of, all persons who access and/or use the ESC Website or ESC Services by or through, or as a result of, your acts or omissions. You shall ensure that all such persons who access the ESC Website, comply with: (i) this Agreement; (ii) all other agreements with, and requirements, and restrictions of Bright Power, our officers, directors, affiliates, control persons, employees, vendors, licensors, representatives, agents, successors and assigns, and any direct and indirect third party licensors, vendors, service providers, subcontractors and sources, including third party websites, of any content offered or provided by Bright Power; (iii) all applicable federal, state and local laws, rules and regulations; and (iv) all laws, orders, and restrictions, domestic and international, and all applicable international treaties, regarding the transmission and/or exportation of data and software products from or to the United States. If you become aware of any breaches or violation of any of the foregoing, you shall immediately notify Bright Power thereof in writing, including by sending an email with the requisite detailed information to info@brightpower.com

19. Copyright Notice

All content included in or made available through any Services, including text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Bright Power or its content suppliers and protected by United States and international copyright laws. Copyright and other relevant intellectual property rights exist on all text relating to Bright Power’s Services including the full content of the Websites. The compilation of all content included in or made available through any Services is the exclusive property of Bright Power and is protected by U.S. and international copyright laws.

20. Trademarks

Graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Bright Power Services are trademarks or trade dress of Bright Power in the United States and other countries. Bright Power’s trademarks and trade dress may not be used in connection with any product or service that is not Bright Power’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Bright Power. All other trademarks that are not owned by Bright Power that appear in any Bright Power Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Bright Power.

Any rights not expressly granted herein are reserved.

©2018, Bright Power, Inc.