U G I Marketplace Terms and Conditions+ Terms of Use for Energy Federation, Inc.

Websites and Services
These terms and conditions apply to all users of Energy Federation Inc. websites and services. Energy Federation Inc. (“EFI”) provides energy efficient products, know-how resources and services for energy efficiency through www.efi.org and other related proprietary websites, databases, email communications and printed publications (collectively, the “EFI Services”). All access to and use of the EFI Services is subject to the terms and conditions in this document (including any other terms, agreements and documents that are linked or referred to below) and in any separate or supplemental terms of use agreement that may be referenced or linked within the EFI Services (collectively, the “Terms of Use”). By accessing, viewing or using any page, part or component of the EFI Services, a user (“User”) agrees to be contractually bound by the Terms of Use. Users may address questions or comments about the Terms of Use by email to the General Counsel JHarmatz@efi.org.

License Grant and Permitted Use
EFI grants Users a nonexclusive, personal, nontransferable, revocable, limited license to access and use the EFI Services only in accordance with the Terms of Use. Users' binding obligations under the Terms of Use are in consideration of EFI's grant of license to use the EFI Services. The EFI Services include all articles, notes, documents, updates, text, images, html, data, databases, email messages, advertisements and other contents, resources, materials, know-how and services produced, published, displayed, distributed or provided by EFI in, on or through the EFI Services and all software and other technology hosted or used by EFI to provide the EFI Services (collectively, the "EFI Materials").

Proprietary Rights
EFI and its affiliates own and use certain registered and unregistered service marks, trademarks, slogans, logos, symbols, graphics and distinctive trade dress in connection with the EFI Services (the "EFI Marks"). Except for the limited rights granted to Users in the Terms of Use, all rights, title, and interest in the EFI Materials and EFI Marks, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of EFI, its affiliates and their licensors. The Terms of Use do not grant Users any right or license with respect to the EFI Materials or EFI Marks except to the minimum extent necessary to exercise the limited license provided in Section 1, and to use, reproduce and distribute EFI Materials that are quoted or incorporated in Subscriber Materials as permitted by the Terms of Use or any applicable Subscription Agreement.
Without limitation to any other available contractual, legal or equitable remedies, EFI reserves the right to revoke, suspend or terminate, without notice, any User’s access to one or more (or all) of the EFI Services upon any violation or suspected violation of the Terms of Use.

Prohibited Activities
Without limitation to any other restriction, obligation or condition in the Terms of Use, Users (including Authorized Users and Trial Users) shall not, under any circumstances by any means or for any purpose whatsoever, intentionally or unintentionally do or attempt to do any of the following:
1. remove, alter or obscure any notice of copyright, trademark or other proprietary rights on any EFI Materials, or make any use of the EFI Marks without EFI's prior written consent;
2. interfere with any other User's access, use or enjoyment of the EFI Services;
3. use the EFI Services or EFI Materials in a manner contrary to or in violation of any applicable law, regulation or rule of any jurisdiction, governmental agency or securities exchange;
4. use any EFI Services to store, distribute or transmit any material without authority or right to do so or in violation of any contractual or fiduciary duty, or that is otherwise unlawful, harmful, threatening, defamatory, obscene, harassing, disparaging of any person or group on the basis of race, ethnicity, religion, age, gender or sexual orientation;
5. access or use any content, materials or services not intentionally published or otherwise made available by EFI;
6. reverse compile, disassemble, reverse engineer or otherwise seek to discover the source code form of any EFI software or other technology, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties;
7. introduce any virus, denial of service attack or other potentially harmful or malicious software code or device into the EFI Services or EFI Materials, or use the EFI Services in any manner that might destroy, damage or degrade performance of any data communications facility, network, server, system, component, software or data used to deliver the EFI Services;
8. use, reproduce, download or transmit any EFI Services or EFI Materials for the purpose of providing any publishing or hosting services to third parties (whether or not for a fee), or otherwise exploit any EFI Services or EFI Materials to EFI's commercial disadvantage, other than with EFI's prior written consent;
9. use EFI 's websites or the EFI Services, or email addresses or other contact information gathered through use of the EFI Services, in any way to distribute any advertising, solicitations or other commercial messages;
10. use any network software, device or manual process to monitor, download or copy EFI's websites, the EFI Services or EFI Materials, to extract information concerning usage or individual Users or to collect email addresses for any purpose; or
11. transfer, either permanently or temporarily, any rights or obligations under these Terms of Use.

User Information and Privacy Policy
In providing the EFI Services, EFI shall conform to its Privacy Policy posted on the EFI websites, as such Privacy Policy may be amended by EFI from time to time. Subject to the Privacy Policy, User hereby expressly consents to collection, use, reproduction, hosting, transmission and disclosure of any User Information by EFI and its affiliates, and their employees and contractors, as EFI deems reasonably necessary or expedient for the purpose of providing the EFI Services.

Third-Party Materials
EFI’s websites may contain sponsored services and advertising, as well as links to third-party websites and services, including government information services and other publicly available websites (collectively, “Third-Party Materials”). Users acknowledge that the Third-Party Materials are not part of the EFI Services for purposes of this Agreement, and that EFI shall have no responsibility or liability for the content or legality of any Third-Party Materials or for the practices of the respective third-party sponsors, advertisers and publishers.

Warranty Disclaimers and Exclusion of Liability
EFI PROVIDES THE EFI SERVICES SOLELY ON AN “AS-IS” AND "AS-AVAILABLE" BASIS. EFI MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND UNDER THESE TERMS OF USE TO ANY USER AND EFI HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE EFI SERVICES AND EFI MATERIALS. USERS ASSUME THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF EFI’S WEBSITES, PUBLICATIONS, SERVICES AND SYSTEMS. IN NO EVENT WILL EFI, ITS AFFILIATES OR THEIR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO USERS OR THEIR CLIENTS UNDER THESE TERMS OF USE OR ON THE BASIS OF TORT OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY AMOUNT RESULTING FROM (I) THE PROVISION, USE OR RESULTS OF EFI’S WEBSITES, PUBLICATIONS, SERVICES OR SYSTEMS, ANY DELAYS, ERRORS OR OMISSIONS THEREIN OR ANY DEFECT OR LACK THEREIN OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR PERFORMANCE; (II) ANY LOSS OR DESTRUCTION OF USERS' OR THEIR CLIENTS’ DATA OR INFORMATION, OR THE COST OF RECOVERING SUCH DATA OR INFORMATION; (III) THE COST OF SUBSTITUTE OR REPLACEMENT SERVICES; (IV) LOST BUSINESS OPPORTUNITY, REVENUE OR PROFITS; (V) LIABILITY TO USERS' CLIENTS OR OTHER THIRD PARTIES; OR (VI) ANY OTHER CAUSE WHATSOEVER, EVEN IF EFI OR ITS AFFILIATES, SUPPLIERS OR LICENSORS WERE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IF A USER OBJECTS TO THESE TERMS OF USE, AS AMENDED BY EFI FROM TIME TO TIME, THE USER'S ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE EFI SERVICES AND WEBSITES.

Governing Law; Jurisdiction and Venue
Any claim, action, suit, proceeding or dispute arising out of these Terms of Use shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. The parties hereby consent, acknowledge and agree that venue and jurisdiction for any action, suit or proceeding arising out of these Terms of Use shall vest exclusively in the federal or state courts of general jurisdiction located in Massachusetts.

Amendment and Waiver; Severability
EFI may update or otherwise amend these Terms of Use at any time without notice. Users are bound by the Terms of Use then in effect each time they access, use or view the EFI Services. The provisions of the Subscription Terms, if in effect between EFI and an Authorized User's employer, shall take precedence over any conflicting or inconsistent provision in the Terms of Use. No waiver of any right or remedy on one occasion by EFI shall be deemed a waiver of such right or remedy on any other occasion. In the event that any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.