Customer Terms and Conditions

Please read these General Terms and Conditions of Use ("Terms") carefully before using this Web site. By using this site (the "Site"), you signify your agreement with these Terms without modification. If you do not agree with any of these Terms, do not use this Site. This Site is being operated by World Energy Solutions (”World Energy Solutions”) under license. The terms “Site Owner” “We”, and “Us”, shall refer to World Energy Solutions and our licensor, which is an intended third party beneficiary of these terms and conditions. We reserve the right, at our sole discretion, to modify, alter, or otherwise update these Terms at any time and, if you continue to access the site, you agree to be bound by such modifications, alterations, or updates. If you are a new supplier who wishes to bid on Requests for Proposal submitted by customers, you must become a participating supplier by entering into a separate agreement with Site Owner, which will supplement these Terms and will provide for, among other things, payment to Site Owner of certain fees.
1. SCOPE OF AGREEMENT. This Site is an exchange that allows customers to post requests for proposals for gas and electricity supplies from third-party suppliers and allows suppliers to post responses to your requests for proposals. The EnergyBoard, if available to you in your area, is a bulletin board for suppliers to post offered packages. Site Owner, and the local utility distribution company ("Utility") shall not provide or verify any information posted by suppliers or customers on This Site.

2. TERM AND TERMINATION. These Terms shall be binding upon you as of your first access to the Site. Site Owner may determine, in its sole discretion, to suspend offering This Site or to terminate your use at any time, with or without prior notice to you.

3. USE OF THIS SITE

3.1 You agree to use the Site solely for your own use for the purposes indicated in and in accordance with the procedures set forth in these Terms and will not, except in furtherance of such purpose, sell, lease, store or provide, directly or indirectly, the Site or any portion thereof to any third party. You acknowledge that the Site, and all underlying copyrights, trademarks, and other proprietary rights, are the exclusive property of Site Owner, the participating utilities, or third parties, as applicable, and you shall not have any rights in This Site other than those specifically set forth under these Terms. You agree to protect the proprietary rights of Site Owner in the Site, to comply with reasonable requests made by Site Owner to protect Site Owner's contractual, statutory and common law rights in the Site, and not in any way to tamper with the functionality of the Site, or to copy pages from the Site or their content. Without limiting the foregoing, you agree not to transmit any material to the Site that contains any viruses, trojan horses, worms, cancelbots, robots, spiders or other computer programming routines that may damage, interfere with, intercept, copy or misappropriate any system, data or information.

3.2 You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Site.

3.3 In order to use the Site, you shall be given a user name and password to log on to the site. You shall keep your user name and password in strictest confidence, limiting access and disclosure to those employees with a need to know, and you assume all responsibility and liability associated with the use of your user name and password by your employees or other persons to whom you disclose them.

3.4 Site Owner may, in its sole discretion, with or without notice, temporarily or permanently suspend the operation or your use of the Site. Site Owner reserves the right to make any and all changes to the Site and its sole discretion without notice to you. Subject to the terms of our Privacy Policy, Site Owner may use all information it obtains concerning you and your use of the Site which is reasonably deemed by Site Owner to be necessary.

3.5 You acknowledge that your use of the Site may be restricted or limited as a result of federal, state, or other applicable laws, the regulations and rules of the local Public Utilities Commission, the Commodities Exchange Commission, the Securities and Exchange Commission, or other regulatory organizations. You will act in accordance with all restrictions and limitations so imposed, and it will be a material breach of these Terms for you to evade any such restrictions and/or limitations. You further acknowledge that your use of This Site may be restricted or limited as a result of Site Owner policies and procedures in effect from time to time of which you are given "Notice" (as hereinafter defined), and that you will be in material breach of these Terms if you attempt to evade any such restrictions or limitations. For purposes of this Section only, "Notice" may be written, oral, or electronic, and may consist of the posting of information on this Site or an electronic mail message sent to the email address you provided when registering as a user of this Site.

3.6 Without limitation, you shall not make any speculative, false, or fraudulent posting of information, including requests for proposals. Fraudulent posting of requests will be considered a breach and result in immediate termination of your access to This Site.

3.7 This Site may provide links to other web sites or resources. You acknowledge and agree that Site Owner is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible for any content, advertising, products, or other materials on or available from such sites or resources. You agree that Site Owner shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.

3.8 YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS NOT INTENDED TO BE USED TO COMPLETE CONTRACTS BETWEEN CUSTOMERS AND SUPPLIERS ON-LINE. ACTUAL CONTRACTS BETWEEN BUYER AND SELLER MUST BE COMPLETED OUTSIDE THE SCOPE OF THIS SITE OR THESE TERMS. NO BINDING COMMITMENT BY BUYER TO SELLER OR VICE VERSA IS WITHIN THE SCOPE OF THESE TERMS OR THIS SITE.

4. REPRESENTATIONS AND WARRANTIES.

4.1 You represent and warrant to Site Owner that you will not initiate transactions through or otherwise use This Site in any manner in contravention of the rules or regulations established by Site Owner, the rules or regulations or interpretations of any regulatory authority or securities or futures exchange, or any provision of federal or state securities or commodities laws or other applicable laws or of any agreement between you and World Energy Solutions.

4.2 SITE OWNER MAKES NO WARRANTY WHATSOEVER AS TO THIS SITE, EXPRESS OR IMPLIED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED BY SITE OWNER AND ANY THIRD PARTY PROVIDERS ON AN "AS IS" "AS AVAILABLE" BASIS AT YOUR SOLE RISK. SITE OWNER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING TITLE, INFRINGEMENT, THE USE, OR THE RESULTS OF THE USE OF THIS SITE WITH RESPECT TO CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, OR OTHERWISE AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER SITE OWNER NOR ANY OF ITS THIRD-PARTY PROVIDERS WILL HAVE ANY RESPONSIBILITY TO MAINTAIN THIS SITE OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES IN CONNECTION THEREWITH. SITE OWNER IS NOT SOLICITING ANY ACTION BASED UPON USE OF THIS SITE.

4.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

5. LIMITATION OF LIABILITY; INDEMNIFICATION.

5.1 SITE OWNER, AND RESPECTIVE OFFICERS, AFFILIATES, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE, OR CONTINUED AVAILABILITY OF THIS SITE OR FOR DELAYS OR OMISSIONS THEREIN, OR FOR INTERRUPTIONS IN THE DELIVERY OF THIS SITE OR THE SERVICES OFFERED THEREUNDER. IN NO EVENT WILL SITE OWNER BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USING OR RELYING ON THIS SITE, EVEN IF SITE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SITE OWNER SHALL NOT HAVE ANY RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES EXPERIENCED BY THEM OR OTHER THIRD PARTIES WITH RESPECT TO USE OF THIS SITE OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. FURTHER, SITE OWNER SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED IN THIS SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

5.2 YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SITE OWNER, AND ITS OFFICERS, AFFILIATES, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, JUDGMENTS, SUITS, ACTIONS, PROCEEDINGS, CLAIMS, DAMAGES, COSTS (INCLUDING ATTORNEYS' FEES) RESULTING FROM OR ARISING OUT OF YOUR USE OF THIS SITE, EXCEPT FOR ONLY THOSE LIABILITIES SOLELY AND DIRECTLY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SITE OWNER.

6. USE OF INFORMATION.

The name and pricing information (if applicable) that you may provide via the Site, together with information regarding the manner in which you use the Site, will not be processed or disclosed by Site Owner except as permitted by these terms. As a customer of This Site, you agree that Site Owner may share with other parties Aggregate Information, gathered by Site Owner in the course of your use of This Site. "Aggregate Information" is information that describes the habits, pricing data, usage patterns and/or demographics of you and other users as a group but does not describe or reveal your identity. Further provisions concerning the privacy of information you submit to the Site are contained in our Privacy Policy. Site Owner reserves the right to modify the Privacy Policy in accordance with the modification procedures set forth in these Terms.

7. GENERAL.

7.1 You acknowledge that you have not been induced to agree to these Terms by any representation or warranty not set forth herein. These Terms, and if you are a registered supplier, the Supplier Terms, contain the entire agreement of the parties with respect to its subject matter and supersede all existing and all other oral, written or other communications between them concerning this subject matter.

7.2 You may not assign your rights or obligations under these Terms without Site Owner's prior written consent.

7.3 If any provision of these Terms (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms shall not in any way be affected or impaired thereby. The parties agree that they will negotiate in good faith or will permit a court or arbitrator to replace any provision hereof so held to be invalid, illegal or unenforceable with a valid provision which is as similar as possible in substance to the invalid, illegal or unenforceable provision.

7.4 You represent and warrant that you are duly authorized by all necessary action to commit your principals/employer to these Terms.

7.5 You agree that these Terms shall be governed and construed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflict of law. Any litigation or other dispute resolution between the parties relating to these Terms or This Site shall take place only in Middlesex County, Massachusetts. The parties consent to personal jurisdiction of and venue in the state and federal courts within that county.

7.6 Site Owner’s failure to act with respect to any breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

Customer Relations
World Energy Solutions, Inc.
1 Exchange Place
Worcester, MA 01608

Fax: 508.752.3843
E-mail: smorgan@wexch.com