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Terms of Use


Last modified: April 28, 2014

1. INTRODUCTION

Welcome to the Internet site of E Source Companies LLC.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE E Source Website. By using the E Source Website, you signify your agreement to these terms of use. If you do not agree to these terms of use, you may not use the E Source Website. We reserve the right, in our sole discretion, to change, modify, add, or delete portions of these terms of use at any time. All changes are effective immediately when we post them. Your continued use of the E Source Website following the posting of revised terms of use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. WE MAY CHANGE THE E Source Website OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME, AND FOR ANY REASON OR NO REASON.

2. RESTRICTIONS ON USE OF MATERIALS

All information, content, and materials contained on the E Source Website are our copyrighted property or the copyrighted property of our licensors or licensees. All trademarks, service marks, trade names, and trade dress are proprietary to us and/or our licensors or licensees. Any use of the E Source Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and shall automatically terminate our permission for you to use the E Source Website.

The publicly available portion of the E Source Website is only for your private use. You may not use the E Source Website for any public purposes (i.e., to act as a service bureau, content provider, to further distribute free content in significant portions or in whole, or in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion.

In the event that you download software or documents from the E Source Website, the materials, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Materials”) are licensed to you by us or third-party licensors for your private use only. We do not transfer title to the Materials to you. You may own the medium on which the Materials reside, but we or our third-party licensors retain full and complete title to the Materials and all intellectual property rights therein. You may not redistribute, sell, auction, decompile, reverse engineer, disassemble, or otherwise reduce the Materials. Materials from the E Source Website are further subject to United States (US) export controls. Without limiting the generality of the foregoing, no Materials from the E Source Website may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Syria, or any other country to which export is subject to control or licensing by the US; or (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or the US Commerce Department’s Table of Deny Orders. By downloading or using the Materials, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list or otherwise in violation of export control laws or regulations.

3. REGISTRATION INFORMATION AND SECURITY

If you register, you agree to provide, maintain, and update true, accurate, current, and complete information about yourself as prompted by our registration processes (the “Registration Data”). If you provide any information that does not satisfy this provision, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and refuse any and all current or future use of the E Source Website (or any portion thereof).

You also agree (a) to promptly notify E Source Customer Service of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the E Source Website. In addition, you agree to exit from your account at the end of each session.

We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section.

4. CONTENT LINKED TO THE E Source Website

You should be aware that when you are on the E Source Website, you could be directed to other sites that are beyond our control.

We make no representations concerning the content of sites listed in any of our directories. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in sites listed in our search results or otherwise linked to the E Source Website.

5. DISCLAIMER

THE INFORMATION, CONTENT, AND MATERIALS ON THE E Source Website ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT, AND MATERIALS ON THE E Source Website (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE E Source Website OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT, AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE E Source Website, INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT, OR ANY THIRD-PARTY SITES OR SERVICES LINKED TO FROM THE E Source Website IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, SAFETY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

We explicitly disclaim any responsibility for the accuracy, completeness, or availability of information, content, and materials found on sites that link to or from the E Source Website. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any business decision.

6. SUBSCRIPTIONS/BILLING

Some services offered on the E Source Website are subscription-based services. Please refer to the Member Service Agreement and License Agreement for the applicable subscription-based service for specific terms and conditions applicable thereto.

7. INDEMNIFICATION

You are entirely responsible for maintaining the confidentiality of your username(s), password(s), and your account(s), as well as all activities that occur under your account(s). You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives, and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers, and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of your use of the E Source Website or any breach by you of these terms of use or claims arising from your use or account(s). You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

8. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH), AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE E Source Website OR CONTENT, MATERIALS, OR FUNCTIONS ON ANY SUCH SITE, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE E Source Website OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE E Source Website.

MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, AND SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NONPERFORMANCE OF THIRD PARTIES, OR ANY REASONS BEYOND THE REASONABLE CONTROL OF US OR OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, AND SUPPLIERS.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE NOR OUR LICENSORS AND LICENSEES, NOR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, AND SUPPLIERS ARE RESPONSIBLE OR LIABLE FOR (A) ANY INCOMPATIBILITY BETWEEN THE E Source Website AND ANY WEBSITE, SERVICE, SOFTWARE OR HARDWARE, OR (B) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE WITH ANY TRANSMISSIONS OR TRANSACTIONS RELATING TO THE E Source Website IN AN ACCURATE OR TIMELY MANNER.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF OR THE EXCLUSION, LIMITATION, OR DISCLAIMER OF LIABILITY FOR THE CERTAIN PROVISIONS SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS MAY NOT APPLY TO YOU.

9. JURISDICTIONAL AND VENUE ISSUES

You agree that any action at law or in equity arising out of or relating to these terms of use shall be filed, and that venue properly lies, only in state or federal courts located in Denver, Colorado, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You agree that we may submit any claim to binding one-on-one arbitration for your claim(s) only in lieu of litigation. Such arbitration shall be conducted in Denver, Colorado, under the rules administered by the American Arbitration Association. Notwithstanding the foregoing, in no event shall any claim, action, or dispute relating to the ownership of IP be submitted to arbitration. We make no representation that information, content, or materials on the E Source Website are appropriate or available for use in any particular location. Those who choose to access the E Source Website do so on their own initiative and are responsible for compliance with all applicable laws including, but not limited to, any applicable local laws.

10. AMENDMENT

We reserve the right, in our sole discretion, to change, modify, add, or delete portions of these terms of use at any time without notice, and it is your responsibility to review these terms of use for any changes. Your use of the E Source Website following any amendment of these terms of use will signify and constitute your assent to and acceptance of such revised terms of use. Your continued use of the E Source Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

11. TERMINATION

These terms of use are effective until terminated by either you or us. You may terminate these terms of use at any time by discontinuing use of the E Source Website and destroying all materials obtained from the site and all related documentation and all copies and installations thereof, whether made under these terms of use or otherwise. In the event that you terminate these terms of use, you agree to notify us of such termination by sending notice of such termination by certified United States mail, postage prepaid to:

Customer Service Department
E Source Companies LLC
1745 38th Street
Boulder, CO 80301

We may immediately terminate these terms of use with respect to you (including your access to the E Source Website) without cause and without notice to you in our sole discretion. Upon termination, you must cease use of the E Source Website and destroy all materials obtained from the site and all copies thereof, whether made under these terms of use or otherwise.

We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of users who are repeat infringers of copyright.

The provisions of these terms of use, which by their nature should survive the termination of these terms of use, shall so survive such termination.

12. GENERAL PROVISIONS

These terms of use shall be governed by and construed in accordance with the laws of the State of Colorado and the laws of the United States, without giving effect to any principles of conflicts of law. If any provision of these terms of use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these terms of use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms of use shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE E Source Website MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.