LICENSE AGREEMENT FOR SELECT SERVICES
This License Agreement for Select Services (“License Agreement”) is entered into by and between Lumen Energy, Inc., a Delaware corporation with a principal place of business at 447 Sutter St Ste 405 PMB 286 San Francisco, CA 94108 (“Company”), and you (“Customer”, and each of Customer and Company, “Parties”). The Parties hereby agree as follows.
- Properties: One or more real properties submitted under the Select Services, including without limitation submission for evaluation under Select.
- Select or Select Services: Customer access to Company’s Select software platform providing Customers with live, ongoing solar decision support intelligence & carbon emissions metrics for selected Properties.
- Software: The source code, object code or underlying structure, ideas, know-how and algorithms relevant to the Select Services, or any software, documentation or data related thereto, that Company provides or gives access to Customer in conjunction with the Agreement.
- Use of Services: Subject to Customer’s compliance with this Agreement, Company hereby grants to Customer a nonexclusive, nonassignable, nontransferable, nonsublicenseable, revocable right and license to access, use and participate in the Select Services. No licenses or rights are granted by implication or otherwise, except as expressly stated in this Agreement. Company owns and retains all right, title and interest in and to the Select Services and all intellectual property rights therein. All trademarks, service marks, logos and tradenames are trademarks or registered trademarks of Company and the goodwill from your use, if any, shall inure to the sole benefit of Company.
- DATA; RIGHTS
- Customer Data. By providing Company with information through the Select Services, including without limitation non-public data about Customer and its Properties provided to enable the provision of the Services (“Customer Data”), Customer hereby grants to Company a royalty-free, fully paid-up, perpetual, irrevocable, assignable, transferable, sublicenseable right and license to copy, modify, distribute and publicly display and perform the Customer Data to operate, market, improve and support the Select Services.
In addition, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including without limitation information concerning Customer Data), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
- Ownership. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (i) the Services and Software and all improvements, enhancements or modifications thereto, (ii) any and all software, applications, inventions or other technology developed in connection with any support, (iii) any data or analyses created through the Services, regardless of whether or not such data or analyses are deemed to be based on or derived from the Customer Data and (d) any and all intellectual property rights related to any of the foregoing.
- Feedback. By sending Company any feedback, comments, questions or suggestions concerning the Select Services (“Feedback”), Customer represents and warrants (i) that it has the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity and (iii) that the Feedback does not contain the confidential or proprietary information of any third party or parties. By sending Company any Feedback, Customer hereby grants Company a royalty-free, fully paid-up, perpetual, irrevocable, assignable, transferable, sublicenseable right and license to copy, modify, distribute and publicly display and perform the Feedback in our sole discretion and without any obligation to Customer.
- RESTRICTIONS & RESPONSIBILITIES
- Customer Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
- Access. Company may immediately suspend or terminate your access, use or participation in the Select Services at any time, with or without cause, in its sole discretion, including without limitation if you breach or threaten to breach any terms of this License Agreement, or if your continued access, use or participation is likely to cause irreparable harm to us or any third-party.
- Company will use commercially reasonable efforts to provide Customer technical support. Company will provide technical support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 6:00 pm Pacific time, with the exclusion of federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling (510) 288-5867 or any time by emailing firstname.lastname@example.org.
- TERM; TERMINATION
- Term; Termination. Either Party may terminate this Agreement with or without cause upon delivery of notice to the other Party, effective immediately.
- Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Confidential Information”). Confidential Information of Company includes without limitation non-public information regarding features, functionality and performance of the Select Services. Confidential Information of Customer includes the Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. A disclosure of Confidential Information that is required to be made by Receiving Party pursuant to any request, order or requirement of a court, administrative agency or any other governmental agency shall not be deemed a breach of this Section 7, provided that Receiving Party has: (x) immediately notified Disclosing Party in writing of such, request, order or requirement, if legally permitted, (y) given Disclosing Party an opportunity to contest disclosure or seek an appropriate protective order, and (z) cooperated with Disclosing Party to narrow the scope of such disclosure to only that portion of the Confidential Information that is necessary to fulfill the request, order or requirement.
- DISCLAIMER OF WARRANTY
- COMPANY DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES NOR THE ACCURACY OF ANY MODELS OR METRICS PROVIDED THROUGH THE SERVICES. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
- LIMITATION OF LIABILITY
- NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS LICENSE AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (B) FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FINDS IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN COMPANY AND CUSTOMER.
- This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements. All waivers and modifications must be in a writing signed by both parties. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has the authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Customer shall not assign or transfer any rights or obligations under this Agreement. Counterparts and signature by facsimile are acceptable for executing this Agreement.