“Report” means a HOMER Market Insight Report and any or all of the data, analyses, graphs, images or other content in the Report.
LIMITED USE LICENSE
HOMER Energy hereby grants to you (“You” or “Licensee”), and Licensee subscribes to, a revocable, worldwide, non-exclusive, non-transferable, limited license to use the Reports strictly on the terms of and in compliance with the restrictions set forth in this Agreement. Licensee shall have access to the Reports in accordance with the particular license You selected and paid for.
Licensee may use the Reports only for its internal use and Licensee agrees and covenants not to use, reuse, display, disseminate, disclose, sell, lease, sublicense, distribute, assign or otherwise transfer the Reports outside of Licensee. Licensee may make up to three (3) printed copies of the Reports and share the Reports with no more than three (3) individuals, for whom Licensee is responsible to HOMER for their compliance with this Agreement. Licensee may not save the Report to its servers, intranet (including Dropbox or similar), or otherwise make the Reports internally accessible without password protection. These restrictions will continue to apply to the Reports after termination or expiration of Licensee’s subscription.
HOMER Energy retains all rights, including but not limited to, intellectual property rights, title, ownership, and interest in and to the Reports and Licensee has no rights in or to the Reports except those expressly granted by this Agreement.
The Reports contain only aggregated data with no personally identifiable information. HOMER Energy is not responsible for the privacy, security, or integrity of any data used or generated by Licensee in connection with this Agreement. Licensee shall maintain and handle all such data in accordance with reasonable privacy and security measures and all applicable privacy laws and regulations.
HOMER ENERGY HAS USED REASONABLE EFFORTS TO AGGREGATE AND REPORT THE DATA OF OR RELATING TO HOMER’S CUSTOMERS’ MICROGRID PROJECTS; HOWEVER, HOMER ENERGY HAS NOT VERIFIED OR REVIEWED SUCH DATA AND IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF SUCH DATA. HOMER ENERGY WARRANTS TO LICENSEE ONLY THAT IT OWNS OR HAS THE RIGHT TO LICENSE THE REPORTS TO LICENSEE HEREUNDER. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE, THE REPORTS ARE PROVIDED TO LICENSEE STRICTLY ON AN “AS-IS” BASIS. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ORIGINALITY, RESULTS TO BE DERIVED, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THIS AGREEMENT. HOMER ENERGY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE REPORTS.
LIMITATION OF LIABILITY
HOMER ENERGY SHALL NOT BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGE CLAIMED TO HAVE RESULTED FROM THE USE OF THE REPORTS IN ANY MANNER, REGARDLESS OF THE FORM OF ACTION.
Licensee shall defend, indemnify and hold HOMER Energy harmless from any loss, liability, or claim, including reasonable attorneys’ fees, made by a third party relating to Licensee’s use of the Reports.
DEFAULT AND TERMINATION
HOMER Energy may terminate this Agreement and Licensee’s and access to the Reports if Licensee breaches or fails to observe any of the license restrictions or its obligations under this Agreement. Termination is not HOMER Energy’s exclusive remedy and no such termination shall adversely affect any claim, right or action that HOMER Energy may have for damages or otherwise against Licensee. All restrictions on use of the Reports shall survive termination or expiration of this Agreement or Licensee’s subscription.
Licensee shall be liable for, timely pay, and indemnify and hold harmless HOMER Energy from and against, all applicable taxes and duties of any kind imposed by any taxing authority that are attributable to Licensee’s license to or use of the Reports.
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered to the contact email provided for Licensee’s subscription or to the CONTACT US information listed in HOMER Energy’s website. Such address may be changed from time to time by either party by providing written notice to the other.
This Agreement contains the entire agreement of HOMER Energy and Licensee. There are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between Licensee and HOMER Energy. This Agreement takes precedence over any other invoices, purchase orders, documents or other agreements.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
This Agreement shall be governed by the laws of the State of Colorado without reference to its conflicts of laws principles.
Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the Colorado State District Court for Boulder County, Boulder, Colorado USA. The prevailing party in any dispute shall be entitled to recover its reasonable attorneys’ fees and costs incurred, in addition to any other damages recoverable under this Agreement.