Last Updated: 04-29-2020
END USER LICENSE AGREEMENT
This Mobile Application End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Utility Programs and Metering II d/b/a utiliVisor, Inc.("Company"). This Agreement governs your use of this mobile application (including all related documentation, the "Application"). The Application is licensed, not sold, to you. BY CLICKING THE “ACCEPT AND PROCEED” BUTTON,YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE
License Grant: Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and nontransferable license to: (1) download, install and use the Application for your use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation.
License Restrictions: Licensee shall not: (1) copy the Application, except as expressly permitted by this license; (2) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application; (3) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (4) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (5)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; (6) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application or (7)utilize the Application while driving, operating equipment or under any
circumstances where you are engaged in physical activity, including work, which may endanger your well-being or the well-being of others.
Reservation of Rights: You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (1) the Application will automatically download and install all available Updates; or (2) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
Term and Termination: The term of Agreement commences when you download and/or install the Application and will continue in effect until terminated by you or Company. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device. Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion or if the Company no longer maintains a contractual arrangement with your employer. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination: (1) all rights granted to you under this Agreement will also terminate; (2) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account; and (3)Termination will not limit any of Company's rights or remedies at law or in equity.
Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL
FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF
ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS,
EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL COMPANY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING FROM OR RELATED TO
YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES
FOR: PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE
GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION,
COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.
Indemnification. You agree to indemnify, defend and hold harmless Company and its officers,
directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the courts of the State of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. TO THE EXTENT PERMITTED BY LAW, YOU IRREVOCABLY WAIVE YOUR RIGHT TO A TRIAL BY JURY.
Children under the Age of 18. The App is not intended for children under 18 years of age, and we do not knowingly collect personal information from children under 18. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please write us at: utiliVisor, Inc. 135 West 36th Street, New York, NY 10018, Attn: Mobile Applications Group.
Information We Collect and How We Collect It. We collect information at the time of registering to use the App. We may also ask you for information when you report a problem with the App.
Automatic Information Collection And Tracking. When you download, access and use the App, it
may use technology to automatically collect: when you access and use the App, we may
automatically collect certain details of your access to and use of the App, including communication data and the resources that you access and use on or through the App.
How We Use Your Information. We use information that you provide us to: (1) Provide you with the App and its contents, (2) Give you notices about your use of the App, including expiration and other notices; (3) Notify you when App updates are available. The usage information we collect helps us to improve our App and to deliver a better and more personalized experience.
Disclosure of Your Information. We may disclose aggregated information about our users, data and information that does not identify any individual or device without restriction.
Accessing and Correcting Your Personal Information. You may send an e-mail to your utiliVisor
Billing Analyst to request us to, correct or delete any information that you have provided to us. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
Data Security. We have implemented measures designed to secure the information you provide to us from accidental loss and from unauthorized access, use, alteration and disclosure. Unfortunately, the transmission of information via the internet and mobile platforms is not completely secure. Although we do our best to protect the information you provide to us, we cannot guarantee the security of your information transmitted through our App. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures we provide.