Terms of Service

2.1 Scope of Services

The Company provides a comprehensive suite of energy intelligence software and professional services designed to support energy analysis, optimization, compliance, and reporting. The Service may include, without limitation, any or all of the following:

• Measurement & Verification (M&V) analytics and reporting, including methodologies consistent with the International Performance Measurement and Verification Protocol (IPMVP) and ASHRAE Guideline 14;
• Energy auditing and assessment tools, including ASHRAE Level I, II, and III audit support;
• Baseline modeling, energy performance benchmarking, and savings quantification;
• Whole-building and end-use energy load forecasting and demand analysis;
• Decarbonization pathway modeling, greenhouse gas (GHG) emissions accounting, and carbon reporting;
• Demand-side management (DSM), demand response (DR), and energy efficiency program analytics;
• Building system performance monitoring, fault detection and diagnostics (FDD), and building automation system (BAS/BMS) integration;
• Utility data ingestion, interval data processing, and multi-commodity analysis (electricity, natural gas, water, steam, chilled water, and other utilities);
• Energy storage, distributed energy resource (DER), and renewable energy performance analytics;
• Incentive, rebate, and regulatory compliance reporting support;
• API integrations, data exports, and third-party system interoperability;
• Engineering consulting, advisory services, and technical support.

2.2 Service Modifications

The Company reserves the right, in its sole discretion, to modify, enhance, suspend, or discontinue any feature or component of the Service at any time, provided that the Company shall use commercially reasonable efforts to notify Customers of material changes. Continued use of the Service following notice of modification constitutes acceptance of such modification.

3.1 Registration Requirements

Access to certain features of the Service requires creation of an account. In connection with account registration, you agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update such information to keep it accurate, current, and complete; (c) maintain the confidentiality and security of your account credentials; and (d) immediately notify the Company of any unauthorized use of, or suspected security breach affecting, your account.

3.2 Account Responsibility

You are solely responsible for all activities occurring under your account, whether or not authorized by you. The Company shall not be liable for any loss or damage arising from unauthorized account access resulting from your failure to maintain adequate credential security. The Company reserves the right to suspend or terminate any account that it reasonably believes has been compromised or is being used in violation of these Terms.

4.1 Fees

Access to the Service requires payment of fees as set forth in the applicable Order Form, Subscription Agreement, or Pricing Schedule (collectively, “Fee Schedule”). Fees may include, without limitation:

• Platform subscription fees (recurring, per-term);
• Meter-based, data-point, or asset-based pricing;
• Integration, implementation, and onboarding fees;
• Engineering, consulting, and advisory service fees;
• Usage-based overage fees.

4.2 Payment

Unless otherwise specified in the applicable Fee Schedule, all fees are due and payable net thirty (30) days from the invoice date. Fees are non-refundable except as expressly provided herein or in a Supplemental Agreement.

4.3 Auto-Renewal

Subscriptions shall automatically renew for successive terms of equal duration unless either party provides written notice of non-renewal no less than thirty (30) days prior to the end of the then-current term.

4.4 Late Payments

Past-due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. The Company reserves the right to suspend access to the Service for accounts with undisputed past-due balances upon written notice.

4.5 Taxes

Fees are exclusive of all applicable taxes, levies, or duties imposed by governmental authorities. Customer is solely responsible for payment of all such taxes, excluding taxes based on the Company's net income.

5.1 Data and Access Obligations

Customer represents, warrants, and agrees that it shall: (a) provide accurate, complete, and timely data and system access necessary for proper Service operation; (b) maintain all necessary authorizations, licenses, and consents to share data from meters, utilities, building systems, and third-party sources with the Company; (c) ensure that all data submitted to the Service complies with applicable privacy, data protection, and utility tariff requirements; and (d) promptly notify the Company of any known or suspected data inaccuracies.

5.2 Regulatory Compliance

Customer is solely responsible for ensuring its use of the Service and any outputs generated thereby comply with all applicable federal, state, and local laws, regulations, codes, ordinances, utility tariffs, and program rules, including without limitation those governing energy efficiency programs, incentive claims, emissions reporting, and building performance standards.

6.1 Customer Data

As between the parties, Customer retains all right, title, and interest in and to data provided by Customer or collected from Customer-authorized systems (“Customer Data”). Customer hereby grants to the Company a limited, non-exclusive, royalty-free license to access, process, store, and analyze Customer Data solely to the extent necessary to provide the Service and fulfill the Company's obligations under this Agreement. The Company shall not sell, transfer, or disclose Customer Data to third parties except as required to provide the Service or as compelled by applicable law.

6.2 Company Intellectual Property

The Service, including without limitation all software, source code, algorithms, analytical models, machine learning frameworks, methodologies, dashboards, documentation, user interfaces, and derivative works thereof, constitutes the exclusive intellectual property of the Company and is protected by applicable copyright, patent, trade secret, and other intellectual property laws. Nothing in this Agreement transfers to Customer any ownership interest in the Company's intellectual property.

6.3 Aggregated and Anonymized Data

The Company may collect, use, and disclose aggregated and de-identified data derived from Customer Data and Service usage for purposes of product development, benchmarking, research, and improvement of the Service, provided that such data cannot reasonably be used to identify Customer or any individual.

6.4 Feedback

If Customer provides the Company with any suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), Customer grants the Company a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Service without restriction or compensation.

7.1 Analytical Nature of Outputs

The Service provides analytical estimates, models, and projections related to energy consumption, performance, savings, demand, emissions, and related metrics. All outputs are derived from mathematical and statistical methodologies applied to available data and are inherently subject to uncertainty, assumptions, and the limitations of underlying data quality.

7.2 Industry Methodologies

Where applicable, the Company applies industry-recognized methodologies, which may include IPMVP Options A, B, C, and D; ASHRAE Guidelines 14 and 211; ENERGY STAR Portfolio Manager protocols; GHG Protocol standards; and other relevant frameworks. The application of such methodologies does not guarantee any specific result or confer eligibility for any program, incentive, or certification.

7.3 No Guarantee of Outcomes

THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO: (A) SPECIFIC ENERGY SAVINGS OR PERFORMANCE OUTCOMES; (B) REGULATORY OR PROGRAMMATIC COMPLIANCE; (C) ELIGIBILITY FOR INCENTIVES, REBATES, OR TAX CREDITS; (D) ACCURACY OF LOAD FORECASTS OR DEMAND PROJECTIONS; (E) CARBON CREDIT ELIGIBILITY OR EMISSIONS VERIFICATION RESULTS; OR (F) SUITABILITY OF ANY OUTPUT FOR A PARTICULAR REGULATORY OR FINANCIAL PURPOSE.

7.4 Customer Verification Responsibility

Customer is solely responsible for independently verifying and validating all Service outputs prior to their use in regulatory filings, incentive claims, financial transactions, energy performance contracts, or legal proceedings. The Company's outputs are intended to assist, not replace, qualified engineering and legal judgment.

8.1 Third-Party Services

The Service may interface or integrate with third-party systems and data sources, including without limitation utility data providers, Green Button Connect platforms, building management systems (BMS/BAS), advanced metering infrastructure (AMI), IoT devices and sensor networks, weather data services, emissions factor databases, and third-party analytics platforms.

8.2 No Responsibility for Third Parties

The Company makes no representations or warranties with respect to third-party services or data sources. The Company shall not be responsible or liable for: (a) the availability, reliability, or accuracy of third-party services or data; (b) downtime, errors, or failures originating from third-party systems; (c) changes to third-party APIs, data formats, or access policies; or (d) any damages arising from Customer's reliance on third-party data incorporated into the Service.

8.3 Third-Party Terms

Customer's use of any third-party services in connection with the Service is subject to the terms and conditions of such third-party providers. Customer is solely responsible for compliance with any such third-party terms.

9.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, technical documentation, pricing structures, system architecture, proprietary analytical models and methodologies, Customer Data, business plans, and financial information.

9.2 Obligations

Each party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for purposes of fulfilling its obligations or exercising its rights under this Agreement; and (c) limit disclosure of Confidential Information to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

9.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party provides prompt prior written notice to the Disclosing Party and cooperates in seeking a protective order.

9.4 Survival

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall survive indefinitely.

10.1 Prohibited Uses

Without limiting any other provision of this Agreement, Users may not, and may not permit any third party to:

• Attempt to reverse engineer, decompile, disassemble, or derive source code from any component of the Service;
• Access or use the Service in a manner that interferes with, disrupts, or impairs the integrity, security, or performance of the Service or the systems of any third party;
• Use the Service to process, store, or transmit unlawful content or to engage in any activity that violates applicable law or regulation;
• Resell, sublicense, or otherwise commercially exploit the Service without the Company's prior written consent;
• Circumvent, disable, or otherwise undermine any security, access control, or authentication mechanism;
• Use automated scraping, crawling, or data extraction tools to harvest data from the Service;
• Misrepresent outputs of the Service in regulatory filings, financial instruments, or contractual representations in a manner that is materially misleading.

10.2 Enforcement

Violation of this Section shall constitute a material breach of this Agreement and may result in immediate suspension or termination of access to the Service, in addition to any other remedies available at law or in equity.

11.1 Availability

The Company shall use commercially reasonable efforts to maintain Service availability in accordance with any service level commitments set forth in a Supplemental Agreement. The Company does not warrant or guarantee uninterrupted, error-free access to the Service.

11.2 Maintenance

The Company reserves the right to perform scheduled or emergency maintenance that may temporarily affect Service availability. Where practicable, the Company shall provide advance notice of scheduled maintenance windows.

13.1 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

IN NO EVENT SHALL THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

14.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's unauthorized or unlawful use of the Service; (b) Customer's violation of any applicable law or regulation; (c) Customer's misrepresentation or reliance upon Service outputs in a regulatory filing, financial transaction, or contractual representation; (d) Customer's breach of any representation, warranty, or obligation under this Agreement; or (e) any claim by a third party arising from Customer's use of the Service.

14.2 Indemnification Procedure

The party seeking indemnification shall: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes liability, obligation, or restriction on the indemnified party without prior written consent.

15.1 Term

This Agreement shall commence on the date Customer first accesses the Service and shall remain in effect for the duration of the applicable subscription term, unless earlier terminated in accordance with this Section.

15.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail.

15.3 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to voluntary or involuntary bankruptcy, receivership, or similar proceedings.

15.4 Effect of Termination

Upon expiration or termination of this Agreement: (a) all licenses granted hereunder shall immediately terminate and Customer shall cease all use of the Service; (b) each party shall promptly return or destroy the other party's Confidential Information upon request; (c) the Company shall, upon written request received within sixty (60) days of termination, provide Customer with a copy of Customer Data in a commercially standard format; and (d) all accrued payment obligations shall survive.

15.5 Survival

Sections 6 (Intellectual Property), 7 (Disclaimers), 9 (Confidentiality), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15.4 (Effect of Termination), and 16 (Governing Law) shall survive any expiration or termination of this Agreement.

16.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles.

16.2 Dispute Resolution

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith negotiation for a period of thirty (30) days prior to initiating formal proceedings. If negotiation is unsuccessful, either party may pursue its available remedies in a court of competent jurisdiction.

16.3 Venue

Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Riverside County, California for the resolution of any dispute not resolved through negotiation.

18.1 Entire Agreement

This Agreement, together with all Supplemental Agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

18.2 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

18.3 Waiver

No failure or delay by either party in exercising any right or remedy hereunder shall constitute a waiver of such right or remedy. No waiver shall be effective unless made in writing and signed by the waiving party.

18.4 Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets upon written notice to Customer. Any purported assignment in violation of this Section shall be void.

18.5 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failures of third-party infrastructure or telecommunications.

18.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by: (a) certified mail, return receipt requested; (b) nationally recognized overnight courier; or (c) electronic mail with confirmation of receipt, to the addresses set forth in the applicable Order Form or as otherwise designated in writing.

18.7 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.