By logging in, you agree to the following terms and conditions:
To access the System through our website, you must create an account. Please note that this System is the property of AEI. Its use is restricted solely to users authorized by AEI and its agents for legitimate business purposes. Unauthorized actual or attempted access, use, or modification of this System is strictly prohibited by AEI. Unauthorized users are subject to criminal and civil penalties under state, federal, or other applicable domestic and foreign laws. The use of this System may be monitored and recorded for administrative and security reasons. Anyone accessing this System expressly consents to such monitoring and is advised that if such monitoring reveals possible evidence of criminal activity, AEI may provide the evidence of such activity to law enforcement officials. In addition to these Terms, and, as applicable, our Notice of Privacy Practices and Terms and Conditions of Use, all users must comply with AEI’s policies as specified in any applicable underlying license or contract agreement. Use of the System is covered under U.S. Patents 6633823 and 7135956.
AEI will not implement instructions on a user account received from a non-authorized or non- verifiable individual. System directed changes can be only performed by individuals assigned the correct role for the task requiring the changes in the System. It is the user’s responsibility to notify AEI when such authorities change for an individual or employee of such user. This precludes unauthorized triggering of demand asset response from our Systems, for instance. Following these processes helps us deliver a high quality of customer service and satisfaction.
Availability. System uptime and availability are as described in AEI’s service providers’ service level agreement, the current version of which is available here. AEI may update the applicable service levels from time to time by providing notice thereof to user.
License to Use Systems. AEI may provide access to certain software, documentation, and other materials in connection with the Systems (“Materials”). AEI hereby grants to user a limited, non-exclusive, personal, non-transferable, and non-sublicensable right to access and use such Materials as and in the form provided by AEI solely as necessary to access and use the Systems in accordance with these Terms.
Third Party Resources. User may, as part of the use of the Systems, receive access to third party data, services, content, software or applications, or receive open source software when user uses the Systems (“Third Party Resources”), which is subject to separate terms. If so, those separate terms will prevail over these Terms as to user’s use of Third Party Resources. Third Party Resources are provided by AEI on an “AS IS” basis, without indemnification, support or warranty of any kind (except to the extent any of the foregoing are provided by the respective third party under the terms applicable to the Third Party Resources). AEI reserves the right to suspend or terminate access to or use of the Third Party Resources at any time. AEI will use commercially reasonable efforts to provide notice of such suspension or termination.
Infrastructure. User is responsible for obtaining, maintaining and paying for all hardware, software, network access, and all telecommunications and other services and equipment needed for user to access and use the Systems (“Infrastructure”) and for ensuring that all such Infrastructure meets the minimum requirements applicable to such Infrastructure as may be identified by AEI from time to time.
Data Input. User is responsible for ensuring that all data and other information entered by or on behalf of user or otherwise provided to AEI or obtained from user or its utilities’, distribution companies’, or service providers’ equipment, systems, web-portals, accounts, or facilities (whether directly, or through AEI’s or AEI affiliates or service providers’ systems) in connection with the use of the Systems (“User Data”) is complete and accurate. If required for AEI to provide the Systems, user will provide to AEI, and permit AEI and AEI affiliates or service providers, to use, user names, passwords, and other access control or security credentials required to access, retrieve, and otherwise obtain User Data (including through accessing user’s accounts with its utilities, distribution companies, or service providers). All documents, calculations, analyses, and other output provided by AEI are based on the User Data as received by AEI, and AEI is not responsible for any error, omission, or inaccuracy of or based on or resulting from User Data. User hereby grants to AEI (a) a non-exclusive right to access, retrieve, store, reproduce, process, reformat, analyze, and otherwise use User Data, and to store and retain such User Data for archival purposes, (b) a non-exclusive and perpetual right to store, retain, reproduce, process, reformat, distribute, disclose, publish, and otherwise use User Data in an aggregated anonymized form, including any analyses based on User Data, as long as user is not identified as the source of such data, and (c) the right to permit AEI affiliates and service providers and AEI’s business partners to also exercise the rights granted to AEI in (a) and (b) above. User Data may be shared with Regional Transmission Operators (RTO’s), Lead Market Participants, utilities, and those required by law, administrative rule or regulation in meeting our contractual obligations.
Compliance. User is responsible for compliance with any and all applicable laws and regulations applicable to user and its activities, including use of the Systems.
Users and User Credentials. User may designate one or more employees or agents to access and use the Systems (“Users”). AEI will provide, or permit each eligible user to choose, a username and password, and/or provide other access control or security credentials (collectively, “User Credentials”) that such user may use to access and use the Systems in accordance with these Terms. AEI reserves the right to suspend or revoke User Credentials and access to or use of the Systems in the event of any misuse, abuse, or failure to comply with the terms and conditions of these Terms. User (a) is responsible for protecting all User Credentials from disclosure to or discovery by third parties and any unauthorized use by third parties; (b) shall not provide any User Credentials to any party other than an authorized user; and (c) shall remain fully responsible and liable for (and in no event shall AEI be responsible or liable for) any use, including any misuse, abuse, or unauthorized use, of any User Credentials, and hereby authorizes any and all transactions, submissions, instructions, authorizations, and other acts initiated through the use of any User Credentials. In the event of any actual or suspected misuse, abuse, or unauthorized use, or any suspected disclosure to or discovery by third parties, of any User Credentials, or of any actual or suspected attempt to engage in any of the foregoing, user shall immediately notify AEI.
General. User may access and use the Systems only in accordance with these Terms, and solely for the purpose of user’s own energy load management and related purposes. Any resale or service bureau business or similar activities with respect to the Systems or data or information obtained through the Systems, are prohibited. User shall not, and shall not permit or assist any third party to (a) alter, adapt, modify, translate, create derivative works of; (b) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of, or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in; (c) rent, lend, loan, lease, sell, distribute, or sublicense; (d) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in; or (e) circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Systems and any software, technology, systems, and other subject matter used or provided in connection with the Systems.
Integrity. User shall not: (a) post, transmit or otherwise make available through or in connection with the Systems any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment; (b) use the Systems for any purpose or in any manner that violates applicable laws and regulations, is fraudulent, or violates the rights of others; (c) harvest or collect information about users of the Systems; (d) use the Systems for any commercial solicitation purposes; (e) interfere with or disrupt the operation of the Systems or the servers, systems, or networks used to make the Systems available, including by hacking or defacing any portion of the Systems; (f) restrict or inhibit any other person from using the Systems; (g) frame or mirror any portion of the Systems, or otherwise incorporate any portion of the Systems into any product or service; or (h) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather System content, or reproduce or circumvent the navigational structure or presentation of the Systems.
Suspension and Other Termination of Access. AEI shall have the right, in addition to all other rights and remedies it may have, to suspend user’s access to the Systems (including deactivating User Credentials). AEI may suspend access to the Systems, if it determines that the continued provision of access to the Systems poses security risks, a risk of infringement or other violation of any rights of third parties, or a risk of violating any applicable laws or regulations.
User Responsibilities. AEI is not responsible for any failure by user to promptly implement any update, upgrade, error correction, or any other option, bug-fix, or release, if any, made available by AEI to user; any data and other information entered by or on behalf of user or otherwise provided to AEI or obtained from user or its equipment or facilities (whether directly, or through AEI) in connection with the Systems, including any error, omission, or inaccuracy of or based on or resulting from User Data; (f) any failure by user to comply with any term or condition of these Terms or any applicable law or regulation; or any act, omission, event, or circumstance for which user is responsible pursuant to these Terms.
Disclaimer of Warranties. The Systems are provided “AS IS” and without warranty of any kind. AEI HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. Without limiting the generality of the foregoing, AEI does not warrant that the Systems will operate error-free or without interruption or that any errors, failures, or defects will be corrected.
Limitation of Liability. In no event shall AEI be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any lost profits or revenue, lost business opportunities, increased cost of business, loss of sales, or lost or inaccessible data or information, or regulatory fines or penalties, in each case arising out of or relating to these Terms, whether liability is asserted in contract, tort (including negligence or strict product liability), indemnity or otherwise, and irrespective of whether AEI has been advised (or should have known) of the possibility of any such damage, loss, or liability.
Indemnification. User agree to defend, indemnify, and hold AEI, our officers, directors, employees, volunteers, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your use of and access to the Systems or your violation of these Terms or your violation of any third party right, including without limitation any trademark, copyright or other proprietary or privacy right.
Intellectual Property Rights
Ownership. User acknowledges and agrees that, as between user and AEI, AEI owns and shall retain all right, title, and interest in and to the Systems, Materials, and any of its other software, technology, systems, and other subject matter used or provided in connection with the Systems, and any and all intellectual property rights relating thereto. No rights of any kind shall be implied pursuant to these Terms.
Proprietary Notices. User agrees (a) not to remove, alter, or destroy any trademark, copyright, or other proprietary markings or notices placed upon or contained within any of the Systems, and (b) to ensure that all such markings and notices are reproduced and conspicuously appear on or within all copies, portions, extracts, and derivatives of any of the foregoing made by user pursuant to these Terms.
Feedback. If user provides any feedback or other information to AEI related to the Systems, user hereby authorizes AEI to freely use and disclose any such feedback and information in connection with AEI’s and its affiliates’ business without restriction.
Confidential Information. For purposes of these Terms, “Confidential Information” means (a) all information, data, or materials that a Party or any of its affiliates or representatives (“Discloser”) has disclosed or otherwise made available to the other Party or any of its affiliates or representatives (“Recipient”), or which Recipient has observed or otherwise obtained from Discloser, whether made available orally, in writing, or in electronic form, provided that such information, data, or materials (i) is marked as “proprietary” or “confidential” at the time of disclosure; or (ii) if disclosed in a form not susceptible to marking, is described and designated as “proprietary” or “confidential” in a writing provided to the Recipient within thirty (30) days of such disclosure; or (iii) should reasonably be deemed confidential under the circumstances, and (b) any copies, extracts, portions, and derivatives of any of the foregoing. For clarity, “Confidential Information” of AEI includes, but is not limited to, this Agreement and the terms and conditions of these Terms, the Systems (including the object code thereof, the source code thereof, and any technical data, know-how, trade secrets, processes, techniques, specifications, methods, algorithms, interfaces, solutions, structures, and other information embodied in any of the foregoing). Notwithstanding the foregoing, “Confidential Information” does not include any information, data, or materials that (1) is or becomes publicly known through no wrongful act or omission of Recipient (or any third party acting for Recipient); (2) was rightfully known by Recipient before receipt from Discloser; (3) becomes rightfully known to Recipient without confidential or proprietary restriction from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (4) is independently developed by Recipient without the use of or reference to Confidential Information of Discloser.
Recipient shall not use or disclose Confidential Information of Discloser for any purpose other than as required to exercise its rights and perform its obligations under these Terms.
Privacy and Data Security. User acknowledges and agrees that AEI and AEI Engaged Parties may have access to non-public data and information relating to identified or identifiable individuals (“Personal Information”). Subject to the terms and conditions of these Terms, user hereby consents to the processing (which includes collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, analysis, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure and destruction) and other use of Personal Information by AEI and any and all AEI affiliates and service providers as reasonably required hereunder. User agrees to maintain appropriate administrative, technical, and physical safeguards designed to protect the security and confidentiality of Personal Information. User will comply with any and all applicable laws and regulations regarding confidentiality and security of Personal Information.
Governing Law. These Terms shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction, other than the internal laws of the State of New York, to the rights and obligations of the Parties.