Terms of Service

These Terms of Service provide the terms and conditions pursuant to which Odyssey Energy Solutions (“Odyssey”) makes its platform services available to customers. The Service enables customers to develop microgrid-related project plans, pricing models, and quotes, to share such information for diligence and funding of such projects, and to find technology/services for such projects.

1. ACCEPTANCE OF TERMS

By using this Website or any associated applications (the “Site”) in any way, including using any of the services or functionality (the “Service”) made available or enabled via the Site by Odyssey, the organization for which the Services are used (the “Customer”) agrees to these Terms of Service. The person registering with Odyssey represents that he or she has the authority to bind Customer to these Terms. Odyssey makes the Service available only if Customer has agreed to these Terms of Service and created or received a username and password or other log-in ID and password. Certain parts of the Service may also be subject to posted guidelines, rules or terms (“Additional Terms”). If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the applicable parts of the Service. These Terms, and any applicable Additional Terms, are referred to herein as the “Terms.” Odyssey may change the Terms from time to time at its sole discretion, and if Odyssey makes any material changes, Odyssey will notify Customer by sending an email to the last email address Customer provided and/or by posting notice of the change on the Site.

2. DEFINITIONS

Capitalized terms shall have the meanings set forth in this section or in the section where they are first used.

• Content means any and all information, data, project plans, quotes, diligence reviews, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials.
• Customer Data means any Content provided, imported or uploaded to, generated, or otherwise used by Customer or on Customer’s behalf with the Service.
• Documentation means all specifications, user manuals, and other technical materials relating to the Services.
• Intellectual Property Rights means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature.
• License Administrator(s) means those Users designated by Customer who are authorized to purchase licenses via an Order Form and to create User accounts and otherwise administer Customer’s use of the Service.
• License Term means the period during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s).
• Order Form means the form for the initial subscription for the Service and any subsequent order forms submitted and accepted online or in written form.
• Users means Customer’s employees or contractors who are authorized to utilize the Service and who are provided with access to the Service via username and password.

3. LICENSE GRANT AND RESTRICTIONS.

1. License Grant

Subject to the terms and conditions of these Terms, Odyssey grants Customer a non-exclusive, non-transferable license to use the Service as specified in Customer’s Order Form solely for Customer’s internal business purposes during the Term.

2. Limitations

Customer agrees that Customer will not:

• Permit any party to access and/or use the Service, other than the Users authorized under these Terms;
• Rent, lease, loan, or sell access to the Service to any third party;
• Interfere with, disrupt, alter, translate, or modify the Service or any part thereof;
• Reverse engineer or access the Service in order to build a competitive product or service;
• Without Odyssey’s express written permission, introduce software or automated agents to the Service;
• Perform or publish any performance or benchmark tests or analyses relating to the Service.

3. Accounts, Usernames and Passwords

Customer will provide and timely update its account and profile information to maintain it as accurate and complete. Odyssey may provide each User a unique username and password.

4. IP Ownership

The Service and all Intellectual Property Rights in the Service and any of the Odyssey proprietary technology are the exclusive property of Odyssey or its suppliers or service providers. Customer hereby assigns to Odyssey all Intellectual Property Rights in any suggestions, ideas, or feedback provided by Customer.

4. PAYMENT

1. Charges

Customer shall pay all fees or charges to Customer’s account in accordance with the fees, charges, and billing terms reflected in its Order Form.

2. Billing and Renewal

Odyssey charges and collects in advance for use of the Service. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month.

5. CUSTOMER DATA AND CONDUCT

1. Content and Conduct

Customer represents and warrants that all Customer Data shall not:

• Infringe any copyright, trademark, or patent;
• Contain any viruses, worms or other malicious programming codes.

2. Customer Data Loss

Customer represents and warrants that Customer shall keep a copy of all Customer Data. Odyssey recommends that Customer create backup copies of any Customer Data uploaded to or generated by the Service at Customer’s sole cost and expense.

6. LIMITED WARRANTY AND DISCLAIMER

Odyssey warrants that it will provide the Service in a manner consistent with general industry standards. The Service is provided “as is,” and Odyssey does not warrant that all errors can be corrected.

7. LIMITATION OF LIABILITY

To the extent legally permitted under applicable law, in no event shall Odyssey be liable for any special, indirect, incidental or consequential damages.

8. INDEMNIFICATION

Customer will defend at Customer’s expense any suit brought against Odyssey related to Customer Data or any improper use of the Service.

9. TERMINATION

These Terms shall commence on the date Customer accepts them and shall continue for a period of one (1) year.

10. MISCELLANEOUS

1. Governing Law and Venue: These Terms will be governed by the laws of the State of Colorado.
2. Dispute Resolution: Any dispute arising from or relating to these Terms shall be settled by arbitration.
3. Severability: If any provision of these Terms is held to be invalid or unenforceable, the other provisions will remain enforceable.
4. Notices: Any notice provided to Odyssey pursuant to these Terms should be sent to the specified address on the Site.
5. Entire Agreement: These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof.