Effective Date 10.17.20
Read these terms carefully before browsing this Website or otherwise using the ElectrifAi Products and Services. Using any part of the ElectrifAi Products and Services indicates that you have both read and accept these terms. You cannot use the ElectrifAi Products and Services if you do not accept these terms.
These terms contain a dispute resolution and arbitration provision, including class action waiver that affects your rights under these terms and with respect to disputes you may have with ElectrifAi.
We may alter the ElectrifAi Service and/or may choose to modify, suspend or discontinue the ElectrifAi Service at any time and without notifying you. Some new features and enhancements may require the payment of additional fees, and ElectrifAi will determine at its sole discretion whether access to any other such new features and/or enhancements will require an additional fee. We may also change, update, add or remove provisions (collectively, “Modifications”) of these Terms from time to time. We will inform you of any modifications to these Terms by posting them on our Website and, if you have registered for an account with us (as described more fully below), by describing the Modifications to these Terms in an email that we will send to the address that you provided during registration. To be sure we properly reach your email inbox, we ask that you let us know if your preferred email address changes at any time after your registration.
If you object to any such modifications, your sole recourse shall be to cease all use of the ElectrifAi Service. Continued use of any part of the ElectrifAi Service following notice of any such Modifications indicates you acknowledge and agree to be bound by the Modifications. Please note that these Terms may be superseded by terms located on particular pages of the Website or those associated with the specific ElectrifAi Service. These expressly designated terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
We invite you to use the ElectrifAi Service for individual, consumer purposes ("Permitted Purposes"). If you are not yet 18 years old, you must have the permission of an adult to use the ElectrifAi Service and agree to these Terms, and that adult must be a parent or legal guardian who is willing to be responsible for your use of the ElectrifAi Service.
In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials; your right to use the Materials is conditioned on your compliance with these Terms. You have no other rights in the ElectrifAi Service or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the ElectrifAi Service or Materials in any manner. If you make copies of any portions of the ElectrifAi Service or our Materials while engaging in Permitted Purposes then we ask that you keep all of our copyright and other proprietary notices on the copies as they appear on the ElectrifAi Service and the applicable Materials.
If you breach any of these Terms all licenses granted in these Terms will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
If applicable and subject to availability, we may permit use of the ElectrifAi Service through the use of Apple or Android mobile applications (each a “Mobile Application”). Use of such Mobile Applications requires a mobile device that is compatible with the applicable Mobile Application. ElectrifAi does not warrant that the Mobile Applications will be compatible with every mobile device. Subject to your compliance with the terms and conditions contained in these Terms, ElectrifAi hereby grants you a limited, non-exclusive, non-transferable, revocable, license to install use an object code copy of the Mobile Application on one (1) mobile device owned or leased by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that ElectrifAi may from time to time issue upgraded versions of the Mobile Application and may automatically electronically upgrade the version of the Mobile Application that is being used on your mobile device. You hereby consent to such automatic upgrading and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and ElectrifAi and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Android-powered mobile device (an “Android App”):
The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Android-powered mobile device and obtained from the Amazon App Store (an “Amazon Android App”):
We appreciate your decision to use the ElectrifAi Service. You do not need to register with us to visit and view the Website. In order to access certain features and Materials and utilize the full functionality of the ElectrifAi Service, you may be required to register an account with us.
If applicable and subject to availability, if you want to register an account with us, you must provide your name, email address, company name, password and phone number. Once you submit the required registration information, we alone will determine whether or not to approve your proposed account. If approved, you will be permitted to log in to your account with your password.
You are responsible for maintaining the confidentiality of your account password that you use to login to the ElectrifAi Service (the "Password"), and you are responsible for all activities that occur using your Password. You agree not to share your Password, let others access or use your Password or do anything else that might jeopardize the security of your Password. You agree to notify us if your Password is lost, stolen, if you are aware of any unauthorized use of your Password or if you know of any other breach of security in relation to ElectrifAi.
For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making your desired changes.
You are responsible for complying with these Terms when you access the ElectrifAi Service and for obtaining and maintaining all equipment and services needed for access to and use the ElectrifAi Service as well as paying any and all related charges.
If applicable and subject to availability, by registering for an account with ElectrifAi, You become a “Subscriber” with access to certain password-restricted areas of the Website, Product, Mobile Applications and certain Services and Materials offered on and through the ElectrifAi Service (a “Subscription”). Each Subscription and the rights and privileges provided to Subscribers are personal and non-transferable. All sales and payments of Subscription fees will be in US Dollars.
The fee that your will be charged for your Subscription will be the relevant price posted on the Website or ElectrifAi Service, as applicable, on the date that you register as a Subscriber. We reserve the right to change prices for Subscriptions at any time, and do not provide price protection or refunds in the event of promotions or price decreases.
Unless otherwise arranged with ElectrifAi, you may pay Subscription fees only with credit card payments. Your credit card will be charged for your first Subscription fee on the date that we process your registration. Once your credit card is charged the first Subscription fee, you will receive a confirmation e-mail notifying you of your ability to access those Subscriber-only portions of the ElectrifAi Service.
Important Notice – Automatic Renewal: we will automatically renew your subscription on each anniversary of that date that we charge your credit card for the first subscription fee and, as authorized by you during the registration process, we will charge your credit card with the applicable yearly subscription fee and any sales or similar taxes that may be imposed on your payment (unless you cancel prior to the anniversary date). Each membership renewal period is for one (1) year. You may cancel your subscription at any time by contacting us at email@example.com. We require a reasonable amount of time to process your cancellation request. Notwithstanding the foregoing, you will continue to enjoy your subscription benefits until the expiration of the then-current subscription term for which you have paid, and your subscription benefits will expire at the end of the then-current subscription term.
We reserve the right to modify our pricing at any time (but not the price in effect for your then-current Subscription), upon advance notice to you. If you have not cancelled your Subscription within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice.
If applicable, you agree to pay any fees applicable to your use of the ElectrifAi Service. We may suspend or terminate your account and/or access to the ElectrifAi Service if your payment is late and/or your offered payment method cannot be processed. By providing a payment method, you expressly authorize us to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your Subscription and utilized services.
You are liable for paying any and all applicable sales and use taxes for the purchase of your Subscriptions, if any, and your use of the ElectrifAi Service, and you authorize ElectrifAi and/or our third party payment processor(s) to charge your credit card for any such applicable taxes and/or our third party payment processor to charge your credit card for any such applicable taxes, if applicable.
You agree that we may charge any unpaid fees to your provided payment method and/or send you a bill for such unpaid fees.
By using the ElectrifAi Services and/or the Materials, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the ElectrifAi Service. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
We think links are convenient, and we sometimes provide links on the ElectrifAi Service to third-party websites (each a “Third-Party Site”). If you use these links, you will leave the ElectrifAi Service. We provide these links to you as a convenience, and we do not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites.
Therefore, unless specifically stated in writing in any part of the ElectrifAi Service or otherwise, we do not endorse or make any representations about such Third-Party Sites or any information, material or results that may be obtained from using them. If you decide to access any of the Third-Party Sites linked to from the ElectrifAi Service, you do so entirely at your own risk, and you must follow the privacy policies and terms and conditions for those Third-Party Sites.
You agree that ElectrifAi will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods, services, information, resources and/or content available on or through any third-party sites and/or third-party dealings or communications, or for any harm related thereto, or for any damages or loss caused or alleged to be caused by or in connection with your use or reliance on the content or business practices of any third-party.
If applicable and subject to availability, you are responsible for any information, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on, to or through the ElectrifAi Service (“User Content”).
By transmitting, uploading or otherwise providing any User Content, you are promising us that:
We may, but are not obligated to, pre-screen User Content or monitor any area of the ElectrifAi Service through which User Content may be submitted. We are not required to host, display, or distribute any User Content on or through the ElectrifAi Service and may remove at any time or refuse any User Content for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Content. Further, you agree that we may freely use your User Content for the ElectrifAi Service and disclose to any third party for any and all operational purposes.
We authorize your use of the ElectrifAi Service only for Permitted Purposes. Any other use of the ElectrifAi Service beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Website. This is because as between you and us, all rights in the ElectrifAi Service remain our property.
Unauthorized use of the ElectrifAi Service may result in violation of various United States and international copyright laws. Unless you have written permission from us stating otherwise, you are not authorized to use the ElectrifAi Service or any part thereof in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
You alone are responsible for any violation of these Terms by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim. You also agree to pay any and all damages, including but not limited to attorney’s fees that we may end up having to pay as a result of your violation.
If applicable, you are solely responsible for all interactions with other users and third parties related to the ElectrifAi Service and expressly acknowledge and agree that ElectrifAi does not have any control over any user’s and/or third party’s authenticity, integrity, abilities or responsivities. You agree to hold ElectrifAi and its officers, directors, agents, investors, and employees harmless for any damage, suits, claims, disputes or controversies whatsoever arising from any relationship developed on or in connection with your use of the ElectrifAi Products and Services.
No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the ElectrifAi Service. ElectrifAi does not serve as an employer of any user of the ElectrifAi Service and you do not have any authority whatsoever to bind us in any respect.
Your interactions with individuals and/or organizations found on or through the use of the ElectrifAi Service are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline communication or transaction with any third party.
You understand that deciding whether to use information obtained through your use of the ElectrifAi Service is your personal decision for which you alone are responsible. You understand that we do not and cannot make representations as to the suitability of any individual you may decide to interact with on or through the ElectrifAi Service and/or the accuracy or suitability of any advice, information, or recommendations made by any individual.
If there is a dispute between users of the ElectrifAi Service, or between any user of the ElectrifAi Service and any third party, you acknowledge and agree that we are under no obligation to become involved. In the event that a dispute arises between you and any third party, you hereby release us, our officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the ElectrifAi Service. If you are a California resident, you waive California civil code §1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
The ElectrifAi Service includes registered and unregistered trademarks that belong to us. Other trademarks, names and logos found in the ElectrifAi Service are the property of their respective owners.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them in the ElectrifAi Service are our sole property or the property of our licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
The Application and related documentation that are provided to you are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if you are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Content that violates intellectual property rights of others, suspending access to the ElectrifAi Service (or any portion thereof) to any user who uses any part of it in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the ElectrifAi Service in violation of someone’s intellectual property rights.
The ElectrifAi Service is provided "as is" and the entire risk as to the quality and performance of the ElectrifAi Service is with you.
We expressly disclaim all warranties of any kind (express, implied or statutory) with respect to the ElectrifAi Service, which includes but is not limited to, any implied or statutory warranties of merchantability, fitness for a particular use or purpose, title, and non-infringement of intellectual property rights.
This means that we do not promise you that the ElectrifAi Service is free of problems. Without limiting the generality of the foregoing, we make no warranty that the ElectrifAi Service or any part thereof will meet your requirements or that the ElectrifAi Service will be uninterrupted, timely, secure, or error free or that defects in the ElectrifAi Service will be corrected. We make no warranty as to the results that may be obtained from the use of the ElectrifAi Service or as to the accuracy or reliability of any information obtained through the ElectrifAi Service. No advice or information, whether oral or written, obtained by you through the ElectrifAi Service, from ElectrifAi or our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
You are using the Materials and ElectrifAi Service at your sole risk. Neither ElectrifAi nor its officers, directors, agents, investors, or employees shall be liable to you for any damages resulting from your use of the ElectrifAi Service or your displaying, copying, or downloading any materials to or from the ElectrifAi Service. In no event shall ElectrifAi be liable to you for any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, revenue, profits, cost of substitute goods and services, use, or other economic advantage) however arising, even if we know there is a possibility of such damage.
You are solely responsible for all of your communications and interactions with other users of the ElectrifAi Service, and with other persons with whom you communicate or interact as a result of your use thereof. You understand that we do not make any attempt to verify the statements of users of the ElectrifAi Service. We make no representations or warranties as to the conduct of users of the ElectrifAi Service or their compatibility with any current or future users of the ElectrifAi Service. We explicitly disclaim all liability for any act or omission of any user of the ElectrifAi Service and all other third parties.
The use of the ElectrifAi Service may not be appropriate or available for use in all locations. If you use the ElectrifAi Service or any part of the ElectrifAi Service outside the United States of America, you are solely responsible for following any and all applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to us, whether by letter, email, telephone, applications or otherwise, suggesting or recommending changes to the ElectrifAi Service, including, without limitation, new features or functionality relating thereto (collectively, “Feedback”), all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
This Dispute Resolution and Arbitration; Class Action Waiver provision (this “Provision”) facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and ElectrifAi. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
This Provision provides that all disputes (“Disputes”) between you and us shall be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigate claims and the opportunity to be heard by a judge or jury. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). Both you and ElectrifAi agree that, except as provided below, any and all disputes, as defined above, whether presently in existence or based on acts or omissions in the past or in the future, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this provision.
For all Disputes, you must first give us an opportunity to resolve the Dispute which is first done by emailing us at firstname.lastname@example.org the following information: (1) Your name, (2) Your address, (3) A written description of your Claim, and (4) A description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, then you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules for Emergency Measures of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the ElectrifAi Service and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or we may initiate arbitration in the State of New Jersey, United States of America.
Payment of Arbitration Fees and Costs – Both parties will share the fees for all arbitration fees and associated costs and expenses. In addition, both parties will be responsible for all additional fees and costs that we incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses.
The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action). Neither you, nor any other user of the ElectrifAi Service can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding.
You understand and agree that by accepting this Provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect.
This Provision shall survive the termination of your account with us or our affiliates and your discontinued use of the ElectrifAi Service. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this Provision if a dispute between us arises.
We think direct communication resolves most issues – if we feel that you are not complying with these Terms, we will tell you. We will even provide you with recommended necessary corrective action(s) because we value this relationship.
However, certain violations of these Terms, as determined by us, may require immediate termination of your access to the ElectrifAi Service without prior notice to you. The Federal Arbitration Act, New Jersey state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. These Terms are the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between you and ElectrifAi about the ElectrifAi Service. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
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