Please carefully read the following General Terms of Use (“Terms of
Use”) before using this website (“Site”). By using this Site, you agree
to follow and be bound by these Terms of Use, which will be a legally
enforceable agreement between you and APX and its subsidiaries,
including APX Power Markets, Inc. (collectively or individually, “APX").
You covenant, represent and warrant that you are at least 18
years of age and that you are otherwise able to bind yourself and
others whom you may represent, including for example your employer, in
connection with these Terms of Use and this agreement.
Nothing contained in these Terms of Use is intended to modify or
amend any other agreement, if any, that may currently be in effect
between you and APX or that may be agreed to in the future. See Conflict
with Additional Terms below.
These Terms of Use as well as the information and materials
contained in the Site are subject to change from time to time without
notice. APX may periodically modify these Terms of Use, and any
such modifications will be effective immediately upon posting. We
suggest that you periodically check these Terms of Use for
modifications. If you do not agree to these Terms of Use, do
not use this Site.
INDEX
The Site and all information and functionality contained within it
are not directed at or intended for use by any person resident or
located in any jurisdiction where (1) the distribution of such
information or functionality is contrary to the laws of such
jurisdiction or (2) such distribution is prohibited without obtaining
the necessary licenses or authorizations by APX and such have not
been obtained.
APX grants you a limited, revocable, nonexclusive,
nontransferable license to view, store, bookmark, download and print
the pages within this Site solely for your personal, informational and
noncommercial use or as expressly authorized by APX in writing.
Individual pages and/or sections of the Site may be printed for
personal or internal use only, provided that such print outs retain all
applicable copyright or other proprietary notices. You are responsible
for obtaining and maintaining all equipment, services, and other
materials that you need to access this Site. APX reserves all
rights not expressly granted in these Terms of Use.
Except as otherwise stated in these Terms of Use as expressly
authorized by APX in writing, you may not:
- Loan, share, publish, republish, copy, reproduce, disclose,
transmit, display, sell, license, lease or distribute any portion of
the Site or any data thereon to any third-party, or use the Site as a
basis for a directory or database prepared for commercial sale or
distribution; provided, however, nothing shall prohibit internal
business use or reporting to governmental agencies or your end-use
customers;
- Remove any copyright, trademark or other proprietary notices
contained in the Site;
- Disassemble, decode, decompile or otherwise reverse engineer any
and all software (the “Software”) used in providing, accessing (other
than commercially available third party internet browsers) or using the
Site;
- Access, download, transfer or manipulate data and databases
comprising the Site using protocols or interfaces other than those
provided by APX as part of the Site;
- Have access to or make any use of the source code for the Site;
- Infringe or misappropriate the Site or take any action
inconsistent with APX’s ownership of and rights in the Site and
the Software; and
- Violate any law or regulations concerning data protection.
In addition, in using the Site, you agree:
- not to disrupt or interfere with the security of, or otherwise
abuse, the Site, or any services, system resources, accounts, servers
or networks connected to or accessible through the Site or affiliated
or linked websites;
- not to disrupt or interfere with any other user’s permitted
enjoyment of the Site or affiliated or linked websites in accordance
with these Terms of Use;
- not to upload, post or otherwise transmit through or on the Site
any viruses or other harmful, disruptive or destructive files;
- not to use, frame or utilize framing techniques to enclose any
APX trademark, logo or other proprietary information (including
the images found at the Site, the content of any text or the
layout/design of any page or form contained on a webpage) without the
express written consent of APX;
- not to use meta tags or any other “hidden text” utilizing an APX
name, trademark, or product name except in accordance with these
Terms of Use;
- not to “deeplink” to the Site (i.e., link to any internal or
subsidiary page of this Site that is located one or several levels down
from the Site’s homepage) without APX’s express written consent;
- not to create or use a false identity on the Site;
- not to collect or store personal data about others obtained
through the Site;
- not to attempt to obtain unauthorized access to the Registry or
portions of the Site that are restricted from general access;
- not to take any action that will or could impose unreasonable or
disproportionately large load on our Site or our other infrastructure;
- not to post any material that is false and/or defamatory,
inaccurate, abusive, vulgar, hateful, harassing, obscene, profane,
sexually oriented, threatening, invasive of a person’s privacy or
otherwise in violation of any applicable local, state, national, or
international law, statute, regulation, ordinance or other means of
establishing legal rights and obligations in any geographic area
(collectively, “Applicable Law”);
- not to post any copyrighted material unless the copyright is
owned by you, which such posting shall be deemed consent by you of the
publication of such copyrighted material on the Site; and
- to comply with all Applicable Law that relate to your use of or
activities on the Site including but not limited to United States
export restrictions.
To the extent any bulletin board, chat room or any other similar
forum on the Site (collectively, the “Boards”) exists, APX is not
responsible for any material posted on the Boards, or the accuracy of
such material, by any third party. If such Boards are established, APX
would merely be administering the material on the Boards and
providing access to such material as a service to you. The Boards shall
be used only in a non-commercial manner. In using any Boards, you agree
not to upload, transmit, distribute or otherwise publish on such Boards
any material that is, to the best of your reasonably obtained
knowledge, libelous, defamatory, obscene, abusive, pornographic,
threatening, inaccurate, or an invasion of privacy; an infringement of
the intellectual property rights, including, but not limited to,
copyrights and trademarks, of any person or entity; material that is
illegal in any way or advocates illegal activity under any Applicable
Law; an advertisement or solicitation of funds, goods or services
(unless otherwise permitted on the Board); a message posted by you
impersonating another; personal information such as messages which
identify personal phone numbers, account numbers, personal addresses,
or employer references; or chain letters or serial communications of
any kind. You also agree to indemnify APX for any claims or suits
arising from your posting of such material on any such Boards. APX
reserves the right to monitor and delete any postings deemed
inconsistent with its policies or these Terms of Use. APX does
not assume any obligation to monitor materials in the Board or any
liability for failing to either monitor the Boards or remove specific
material.
The Site and any and all content on the Site are protected by
copyright and/or other intellectual property laws and any unauthorized
use of such intellectual property or information or the Site may
violate such laws related to their protection. Except as expressly
provided herein, APX does not grant any express or implied right
or license of any kind to you under any patents, copyrights, trademarks
or trade secret information with respect to such intellectual property
and/or information and/or the Site.
Except as expressly provided by copyright law or these Terms of Use,
you may not copy, distribute, modify, publish, sell, transfer, license,
transmit, display, participate in the transfer or sale of, or create
derivative works of, any of such intellectual property or information
or the Site, either in whole or in part, other than (a) as may be
required or compelled by Applicable Law or (b) as APX may agree
in its sole discretion.
You acknowledge that you do not acquire any ownership rights by
downloading copyrighted material.
Systematic retrieval of content from the Site to create or compile,
directly or indirectly, a collection, compilation, database or
directory (whether through robots, spiders, automatic devices or manual
processes) or creating links to the Site without written permission
from APX is specifically prohibited.
Pursuant to Section 512(c)(2) of the Copyright Revision Act, as
enacted through the Digital Millennium Copyright Act, APX
designates an agent to receive by mail notifications of claimed
copyright infringement: APX, 111 River Street, Suite 1204,
Hoboken, NJ 07030, Attention: General Counsel. The designated copyright
agent can also be reached by telephone at (201) 748-7900, by fax at
(201) 748-7901 and by e-mail at intellectualproperty@apx.com.
You retain copyright and any other rights you already hold in
content that you submit, post or display on or through the Site. By
submitting, posting or displaying the content you give APX a
perpetual, irrevocable, worldwide, royalty-free and non-exclusive
license to reproduce, adapt, modify, translate, publish, publicly
perform, publicly display and distribute such content.
You understand that APX, in performing the required technical
steps to provide the Site and its services to you and our other users,
may (a) transmit or distribute your content over various public
networks and in various media; and (b) make such changes to your
content as are necessary to conform and adapt that content to the
technical requirements of connecting networks, devices, services or
media. You agree that this license shall permit APX to take these
actions.
You confirm and warrant to APX that you have all the rights,
power and authority necessary to grant the above license.
The information and materials contained in the Site have been
gathered by APX from sources believed by it to be reliable. They
are provided “as is” and “as available”, and APX makes no
representations or warranties of any kind with respect to the
information and materials contained in the Site, including without
limitation warranties of title, non-infringement, merchantability or
fitness for a particular purpose. Without limiting the foregoing, APX
does not warrant the accuracy, timeliness, completeness,
reliability or availability of the Site or the information or results
obtained from use of the Site, or that the Site is virus-free or
error-free. APX has no obligation to audit, validate or otherwise
verify any information contained in the Site.
To the fullest extent permitted by law, in no event shall APX
or any of its directors, employees, agents or others with whom it may
collaborate to provide the Site have any liability whatsoever to any
person for any direct or indirect loss, liability, cost, claim, expense
or damage of any kind, whether in contract or in tort, including
negligence, or otherwise, arising out of or related to the use of all
or part of the Site, even if APX has been advised of the
possibility of the same.
APX makes no claim or representation regarding, nor does APX
accept any responsibility for, the quality, content, nature, or
reliability of sites accessible by hyperlink from the Site, or sites
linking to the Site. The linked sites are not under the control of APX
and APX shall not be responsible for the content of any
linked site or any link contained in a linked site, or any review,
changes, or updates to such sites. The inclusion of any link does not
imply affiliation, endorsement or adoption by APX of a linked
site or any information contained therein. When leaving the Site for
another site, you should be aware that these Terms of Use no longer
govern, and therefore you should review the applicable terms and
policies, including privacy and data-gathering practices, of that other
site. APX shall have no liability for third-party content or
websites or websites linking to or framing the Site.
The Internet is a universally accessible medium.
Ordinary E-mail messages sent over the Internet are neither
confidential nor secure. They may be viewed by third parties, lost,
intercepted or altered. E-mails may circulate across national borders,
even if both sender and recipient are located in the same country.
You are therefore recommended to communicate with
APX by using a secure channel if such channel is provided by APX
In no event should you use ordinary E-mail to transmit personal
or confidential information such as any account related data.
APX shall not be liable to you or anybody
else for any damages incurred in connection with any messages sent to
APX using ordinary E-mail or any other electronic messaging
system.
APX does not assume any responsibility, and shall not be
liable for, any damages to, or viruses that may infect, your equipment
or other property on account of your access to or use of the Site.
Please do not reveal trade secrets or other confidential information
as you communicate to APX via the Site. Any and all rights to
materials and ideas submitted to us are non-confidential, become our
exclusive property and may be used and disclosed by us without
restriction unless or except as otherwise agreed between APX and
you in writing.
If any part of these Terms of Use is held to be unenforceable or
illegal by a court, arbitration panel or governmental administrative
agency, such holding shall not affect the validity of the other parts
of the Terms of Use, which shall at all times remain in full force and
effect.
Certain web pages or areas on the Site may contain additional terms,
conditions, disclosures and disclaimers (together “Additional Terms”).
In addition, you may enter into one or more other agreements with APX
the “Other Agreements”). In the event of a conflict between (a)
these Terms of Use or the Additional Terms and (b) the Other
Agreements, the Other Agreements shall govern. In the case of a
conflict between these Terms of Use and the Additional Terms, the
Additional Terms shall govern unless or to the extent that they do not
conflict with the Other Agreements.
The rights granted to you herein terminate immediately upon any
violation by you of these Terms of Use. APX, in its sole
discretion, reserves the right to temporarily or permanently terminate
your access to and use of this Site at any time and for any reason
whatsoever, without notice or liability. APX will not be liable
to you or any third party for any termination of your access to or use
of this Site.
The laws of the State of New York, United States of America, without
regard to principles of conflict of laws, govern these Terms of Use and
any dispute that might arise between you and APX.
In the event there is any claim arising out of or relating to these
Terms of Use (any such claim, a “Dispute”), you and APX shall
first attempt in good faith to settle by mediation administered by the
American Arbitration Association (“AAA”) under its Commercial Mediation
Procedures then in effect. At least thirty (30) days prior to
initiating such mediation, the party seeking to mediate (“Demanding
Party”) shall give the other party written notice describing the claim
and the amount as to which it intends to initiate the action, as well
as providing all supporting documentation available to the Demanding
Party.
Any Dispute that has not been resolved by mediation within
forty-five (45) days after initiation of the mediation procedure shall
resolved by arbitration administered by the AAA under its Commercial
Arbitration Rules and Supplementary Procedures for Online Arbitration
then in effect. The arbitrator(s) will have no authority to award
punitive damages nor any other damages not measured by a prevailing
party’s actual damages, and may not, in any event, make any ruling,
finding or award that does not conform to the terms and conditions of
these Terms of Use. Neither any party nor the arbitrator(s) may
disclose the existence or results of any arbitration hereunder without
the prior written consent of all parties.
Each Party shall be responsible for the payment of all of its costs
associated with the resolution of said dispute whether in arbitration
or before a court of law, including but not limited to any filing fees,
arbitrator fees, its attorneys’ fees and other costs incurred in such
proceeding, provided that if a dispute is initiated in bad faith, as
determined by the arbitrator(s), the party initiating the dispute shall
be responsible for all of the other party’s defense costs.
APX will use and maintain information provided by you in
accordance with our Privacy
Policy. This policy explains how APX treats your personal
information, and protects your privacy, when you use the Site. You
agree to the use of your data in accordance with APX’s privacy
policies.
Revised February 2011