Terms of Service
The Clarity Grid Solutions Inc. Web Site (the “Site”) is both a data warehouse and analytics provider where electric industry market participants (“Grid Stakeholders”) as well as individuals (“End Users”) may view and purchase information and services provided by Clarity Grid Solutions Inc. (“Clarity”),and is available subject to your compliance with the terms and conditions set forth below. Nothing in this Site shall be construed as creating any warranty or other obligation on the part of Clarity.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW, AND IF YOU DO NOT OPT-OUT AS SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLARITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.
Agreement. Please read the following information carefully before using this Site. By clicking “I accept” below, or signing the Order Form, you agree to be bound by this Agreement. If you do not agree with any part of the Agreement, do not use this Site. Clarity reserves the right, in its sole discretion, to modify, alter or otherwise update this Agreement at any time, and by using this Site after the posting of a modification, you accept the modification. Any changes will be effective only after the effective date of the change and will not affect any dispute arising prior to the effective date of the change.
LIMITATION OF USE. AS FURTHER DESCRIBED BELOW IN THE SECTION “LICENSED DATA USE RESTRICTIONS,” THE DATA LICENSED PURSUANT TO THIS AGREEMENT IS CONDITIONED UPON ITS USE SOLELY FOR THE SPECIFIC PURPOSE(S) OF SERVING THEIR OWN INTERNAL BUSINESS NEEDS INCLUDING GAINING GREATER INSIGHT INTO THE ECONOMICS OF ELECTRICITY PRODUCTION, TRANSMISSION, DISTRIBUTION, OR CONSUMPTION FOR THEMSELVES OR THEIR. ALL OTHER USES ARE PROHIBITED AND DEEMED A MISUSE AND EXCEED THE SCOPE OF THE LICENSE.
Disclaimer of Warranties; Limitation of Liability. Some of the content of the Licensed Data is submitted by third parties (“Third-Party Content”). Such Third-Party Content is the sole responsibility of the originator of that Third-Party Content. Clarity is not responsible for any Third-Party Content, whether or not Clarity reviewed or moderated such Third Party Content. You agree that you bear all risks associated with using or relying on the Third Party Content. THIS SITE, THE LICENSED DATA (WHICH INCLUDES ALL THIRD PARTY CONTENT), AND ITS CONTENTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. These warranties are hereby excluded to the fullest extent permissible by law. UNDER NO CIRCUMSTANCES SHALL CLARITY BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM YOUR USE OF, OR INABILITY TO USE, THIS SITE OR THE licensed data. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law, or USD $1,000.00, whichever is less.
BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
License Grant and Scope. Subject to and conditioned upon Your payment of the applicable fees pursuant to your signed Order Form and Your strict compliance with all terms and conditions set forth in this Agreement, Clarity hereby grants to You a non-exclusive, non-transferable, non-sublicensable, limited license (not sale) during the Term to use, the Clarity application programming interface (“API”) and Licensed Data, solely as set forth in this Agreement. This license grants You the right, exercisable solely by and through Your authorized users, to:
- Access and use the API to download, copy, and prepare derivative works upon the Licensed Data for your internal business purposes only and to service customers. For the avoidance of doubt, you are permitted to access the License Data from multiple devices and may store the Licensed Data in any location compliant with law. All copies of the Licensed Data made by the You:
- will be the exclusive property of the Clarity;
- will be subject to the terms and conditions of this Agreement; and
- must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.
- You acknowledge that all Licensed Data were developed entirely at private expense and that no part of the Licensed Data was first produced in the performance of a government contract. You agree that all Licensed Data and any derivatives thereof are “Commercial Items” as defined in 48 C.F.R. § 2.101, and if you are a U.S. Government agency or instrumentality, or if You are providing all or any part of the Licensed Data or any derivatives thereof to the U.S. Government, such use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and data, is restricted in accordance with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-2, and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-1 through 48 C.F.R. § 227.7102-3, and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Licensed Data are licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other users pursuant to this Agreement and any related agreement(s), as applicable. Accordingly, you will have no rights in the Licensed Data except as expressly agreed to in writing by you and Clarity.
Licensed Data Use Restrictions. Unless you have received specific written permission from Clarity Grid, You shall not, and shall require your authorized users not to, directly or indirectly:
- use (including make any copies of) the Licensed Data or Documentation beyond the scope of the license granted under this Agreement;
- provide any other Person, including any subcontractor, independent contractor, affiliate or service provider of You, with access to or use of the Licensed Data;
- modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Data or any part thereof;
- combine the Licensed Data or any part thereof with, or incorporate the Licensed Data or any part thereof in, any other programs;
- reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Licensed Data or any part thereof;
- remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Licensed Data or Documentation, including any copy thereof;
- except as expressly set forth herein, copy the Licensed Data, in whole or in part;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Licensed Data or any features of the Licensed Data, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, offering the Licensed Data as a service, cloud or other technology or service;
- use the Licensed Data in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including:
- power generation systems;
- aircraft navigation or communication systems, air traffic control systems or any other transport management systems;
- safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and
- military or aerospace applications, weapons systems or environments;
- use the Licensed Data in violation of any federal, state or local law, regulation or rule. You agree that export laws and regulations of the United States and any other country (“Export Laws”) where you use any of the Licensed Data may apply to Your use of the Licensed Data. You certify that you are not on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals, and the Commerce Department’s List of Denied Persons or Entity List. You further certify that you shall not export, re-export, ship, transfer or otherwise use the Licensed Data in any country subject to an embargo or other sanction by the United States, including Iran, Syria, Cuba, Sudan and North Korea and that you shall not use the Licensed Data for any purpose prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses; or
- use the Licensed Data for purposes of competitive analysis of the Licensed Data, the development of a competing Licensed Data product or service or any other purpose that is to the Clarity’s commercial disadvantage.
If Clarity Grid does provide You with specific written permission for any of the above, You must include all trademark, copyright, patent and other intellectual property rights notices contained in the original Licensed Data.
Responsibility for Use of Licensed Data. You are responsible and liable for all uses of the Licensed Data through access thereto provided by you, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Licensed Data by your authorized users or by any other person to whom you or an authorized user may provide access to or use of the Licensed Data, whether such access or use is permitted by or in violation of this Agreement.
Payment. As further described on the Order Form, You agree to pay the amounts owed to Clarity via check, ACH, Visa®, MasterCard®, American Express®, or PayPal®. At this time, we are not accepting any other method of payment. See the Order Form for additional information relating to cancellations, price increases, and automatic renewals.
Our Copyrighted Materials; Infringement Claims. The copyrights in all text, images, screens and other materials provided on this Site (collectively, the “Materials”) are owned by Clarity and/or by third parties. Except as provided below, none of the Materials may be copied, distributed, displayed, downloaded, or transmitted in any form or by any means without the prior written permission of Clarity or the copyright owner. Unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. If you believe that any of the Materials infringe on any of your intellectual property rights, please contact Clarity immediately at the address provided below. Except as expressly provided herein, Clarity and the third parties reserve all rights with respect to the Materials, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations, including but not limited to the right to terminate accounts of any user who has infringed a third party’s copyright.
Trademarks. Trademarks and service marks that may be referred to on this Site are the property of Clarity or their respective owners. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission. The name of Clarity or the Clarity logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission. You are not authorized to use our logo as a hyperlink to this Site unless you obtain Clarity’s written permission in advance, although we permit you to use certain designated features of the Site to use our logo as a hyperlink for designated purposes.
Right to Preserve and Disclose. Clarity may preserve all information you provide. Clarity may also disclose information you provide if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) complete your transaction; (b) comply with legal process; (c) enforce this Agreement; (d) respond to claims that any materials on this Site violate your rights or the rights of third parties; (e) protect the rights, property, or personal safety of Clarity, its users and/or the public; or (f) in the event that all or substantially all of Clarity’ assets are acquired by a third party.
Prohibited Actions. You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Site to human perceivable form or create derivative works based upon the Site or any part thereof; (b) disable any licensing or control features of the Site; (c) “frame” the Site or any portion thereof or otherwise cause the Site or its contents to appear to be provided by anyone except Clarity; (d) introduce into the Site any virus or other code or routine intended to disrupt or damage the Site, or alter, damage or delete any Materials, or retrieve or record information about the Site or its users; (e) merge the Site or Materials with another program or create derivative works based on the Site or Materials; (f) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Site or Materials; (g) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Site to others; (h) use, or allow the use of, the Site or the Materials in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; or (i) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Site. Except as expressly provided herein, Clarity and the third parties reserve all rights with respect to the Site, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations.
Issuance of Passwords. When this Agreement has been accepted and agreed to by you, the password that you create will soon be activated to enable you to access the Site. Passwords may not be shared or used by more than one individual. It is each individual user’s responsibility to remember and protect such password and not to disclose it to any other person. Remember to choose a strong password, including numbers, capital letters, special characters, etc., and is not typically found in a dictionary.
Prohibition on Scripts, Bots, Third Parties, etc. You shall not access or use the Site by means of any automated program, expert system, electronic agent or “bot,” and shall not give any person or entity access to the Site.
Prohibition on Scraping. You are prohibited from “scraping,” copying, republishing, licensing, or selling the data or information on the Site if you do so for commercial purposes.
Lost Passwords. In the event your password is lost or stolen it is your responsibility to notify Clarity at the address listed in the “Contact Us” section.
Ownership of Usage Data. Clarity may collect and aggregate data about your usage of the Site, and Clarity shall be the sole owner of such information.
Exclusions And Limitations; Consumer Protection Notice. If you are a consumer, the provisions in this Agreement are intended to be only as broad and inclusive as is permitted by the laws of your State of residence. If you are a New Jersey consumer, the terms of “Links” section above do not limit or waive your rights as a consumer under New Jersey law and the provisions in this Agreement are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey. In any event, Clarity reserves all rights, defenses and permissible limitations under the law of your State of residence.
Must Be At Least 18 Years Old to Use This Site. At this Site Clarity makes no active effort to collect personal information from individuals under the age of eighteen (18). Clarity requires that Site users must be of legal age to enter into agreements (typically, at least eighteen (18) years of age or older).
Site Controlled from United States. This Site is controlled from offices within the United States. Clarity makes no representation that content or materials in this Site are appropriate or available for use in other jurisdictions. Access to this Site content or materials from jurisdictions where such access is illegal is strictly prohibited. If you choose to access this Site from other jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws. LAWS OF TEXAS WILL GOVERN THE CONTENT AND MATERIALS CONTAINED IN THIS SITE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS AND EXCLUDING THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
Arbitration and Class Action Waiver. Excluding claims for injunctive or other equitable relief, for claims related to the Site, including any goods or services purchased through the Site, any dispute or controversy arising out of or relating to this Agreement, including without limitation, any and all disputes, claims (whether in tort, contract, statutory or otherwise) or disagreements concerning the existence, breach, interpretation, application or termination of this Agreement shall be resolved by final and binding arbitration in accordance with the JAMS Inc. Comprehensive Arbitration Rules & Procedures then in effect. There shall be no right or authority for any claims to be arbitrated on a class action basis. The arbitration shall take place in Houston, TX or at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by JAMS. The arbitral tribunal (“Tribunal”) shall be composed of one arbitrator, who shall be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of an arbitration hereunder, JAMS shall appoint the arbitrator. The arbitration shall be conducted in the English language. The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this Section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.
Members may choose to opt out of the agreement to arbitrate by mailing a written opt-out notice (“Notice”) to Clarity. The Notice must be postmarked no later than thirty (30) days after the date you accept this Agreement for the first time. The Notice must be mailed to Clarity Grid Solutions, Inc., 9821 Katy Freeway, Suite 600, Houston, TX 77024 to the attention of Kevin P. Hannon. This procedure is the only mechanism by which you can opt out of the agreement to arbitrate. Opting out of the agreement to arbitrate has no effect on any other parts of this Agreement, or any previous or future arbitration agreements that you have entered into with Clarity.
Not Authorized to Do Business In Every Jurisdiction. Clarity is not authorized to do business in every jurisdiction. Information published on this Site may contain references or cross-references to goods or services that are not available in your state or country.
Contact Us For further information, or inquiries about this Agreement, please contact:
Kevin P. Hannon
9821 Katy Freeway Suite 600
Houston, TX 77024
Clarity Grid Solutions, Inc.
11757 Katy Freeway, Ste 300
Houston, TX, USA 77079