Through our website, we provide you with access to a variety of information and resources, including documents, a calculator, a report generator, and product information (collectively “Services”). These Services, including any updates, enhancements, new features, tools of third-parties acting on our behalf of available via our website, and any new web properties, are all subject to these Terms.
These Terms also govern how any claims between us will be resolved. BY USING OUR SERVICES, YOU ARE AGREEING THAT YOU HAVE READ, AND AGREE TO BE LEGALLY BOUND BY, THESE TERMS, THE TERMS SET FORTH IN OUR PRIVACY NOTICE, AND THE TERMS SET FORTH IN ANY OTHER APPLICABLE POLICIES; IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.
1. Use of Services; Limited License
Subject to these Terms, you are granted a nonexclusive, nontransferable, and limited license to use our Services as from time to time made available to you. You do not acquire any proprietary interest in our Services. Unless otherwise specified, our Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from our Services.
All title, copyrights, trademarks, service marks, trade names, trade dress, and other intellectual property rights to or in our Services are owned by us, our licensees, or our licensors. Except as specifically agreed in writing, no element of our Services may be used or exploited in any way other than as part of our Services offered to you.
We expect you and other users of our Services to behave responsibly and obey the law. You agree that the following expectations will apply to your use of our Services:
Don’t violate the law: don’t act, or fail to act, in any manner that that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone.
Don’t harm anyone’s computer: don’t distribute viruses or anything else designed to harm or interfere with the proper function of any software, hardware, or equipment on or accessible via our Services.
Don’t abuse any person’s information: don’t harvest or otherwise collect information about users of our Services without their prior consent; don’t use any person’s personal or confidential information for any purpose other than as needed to use our Services.
Don’t interfere with our Services: don’t interfere with the proper workings of our Services; don’t bypass measures intended to secure our Services; don’t take apart or reverse engineer any aspect of our Services in an effort to access things such as source code, underlying ideas, or algorithms.
We reserve the right to refuse, limit, suspend, or terminate the use of our Services by anyone, for any reason, at any time, and at our sole discretion. This website, and our Services, are not directed to or intended for individuals under 18 years of age.
1. Accounts and Registration
You may be able to browse or use certain Services without providing us with personal contact or other information. However, some Services are not accessible unless you provide us with such information.
You agree that any information you provide will be accurate and compete and that you will update your account as needed to maintain its accuracy and completeness. You agree not to impersonate or misrepresent your affiliation with any person or entity. If you create or use an account on behalf of an entity, you represent that you are authorized to act on behalf of that entity and to bind that entity to these Terms, and you acknowledge that the account is owned and controlled by that entity.
You are responsible for keeping your username and password confidential and for restricting access thereto. You are also responsible for all activity that occurs on or via your account. You agree to promptly notify us of any unauthorized use of your username, password, or account.
You are also responsible for complying with any additional terms that may apply to your use of all or portions of the website or Services, including any applicable confidentiality agreement, the terms of which are expressly incorporated by reference herein.
3. Representations and Warranties
You represent and warrant that you are over the age of 18 and have the power and authority to enter into and perform your obligations under these Terms, that you shall comply with all Terms, and that you have provided us with accurate and complete information.
4. Electronic communications
You agree and consent to receive electronically all communications, agreements, documents (including these Terms), notices, and disclosures (collectively, “Communications”) provided in connection with our Services. You may withdraw your consent to receive Communications electronically by writing to us at “Attn: Electronic Communications, Sierra Energy, 1222 Research Park Drive, Davis, CA 95618, or by contacting us via any “Contact” or “Contact Us” link on our website.
If you do not consent to receive Communications electronically, or if you withdraw your consent, we reserve the right to deny you an account, restrict or deactivate your account, close your account, or charge you additional fees for paper Communications.
5. Intellectual Property Rights
Copyright 2018 Sierra Energy. All rights reserved. Unless otherwise noted: (i) all right, title, and interest, including all patents, copyrights, trademarks, trade secrets, confidential information, and other intellectual property rights in our Services and any content thereon belong to us; and (ii) our graphics, logos, designs, page headers, button icons, scripts, and names may be registered trademarks, trademarks, or trade dress in the U.S. or other countries. Our trademarks and trade dress may not be used, including as part of trademarks or as part of domain names or email addresses, in connection with any product or service without our specific written permission and may not be used in any manner likely to cause confusion.
Any software that is made available as part of the Services (including our calculator) is the copyrighted work of Sierra Energy. Copying or reproducing such software to any other server or location for further use, production, or redistribution is expressly prohibited. Sierra Energy does not make any assurances with regard to the accuracy of the results or output that derives from the use of such software.
Permission to use documents (such as white papers, press releases, datasheets, and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any such documents are made. Accredited educational institutions, such as K-12, universities, private/public colleges, and state community colleges may download and reproduce the documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties.
The documents specified above do not include the design or layout of the sierraenergy.com website or any other Sierra Energy owned, operated, licensed, or controlled site. Elements of Sierra Energy websites are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound, or image from any Sierra Energy website may be copied or retransmitted unless expressly permitted by us.
6. Third Party Content; External Links
We do not claim ownership rights in any content supplied by third-parties. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise the copyright, publicity, database, and other intellectual property rights you have in any content you submit to our website or via our Services. You represent and warrant that you have the necessary authority to submit the content and the content does not violate the rights of any third-party.
We may also partner with other companies (such as PayPal) for payment processing. When use our Services of such companies, you are also agreeing to such companies’ terms of service.
We may host content generated by our users. If you access our website or Services, you may come across content you find offensive or upsetting. Your sole remedy is to stop viewing the content.
Our Services may allow you to post comments. Comments are not anonymous and may be viewed by others. Your comments may in certain cases be deleted by you, other users, or us.
7. Disclaimer of Warranties; Limitation on Liability
YOU USE OUR SERVICES SOLELY AT YOUR OWN RISK. OUR SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT PROMISE THAT OUR SERVICES, OUR WEBSITE, OR ANY CONTENT OR FEATURE OF EITHER (INCLUDING OUR CALCULATOR AND ANY REPORTS GENERATING USING THE CALCULATOR), WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED, OR YOU’RE YOUR USE OF OUR SERVICES OR WEBSITE WILL PROVIDE SPECIFIC RESULTS. ALL INFORMATION PROVIDED VIA OUR SERVICES OR WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE.
WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF OUR WEBSITE OR SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF OUR WEBSITE OR SERVICES AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH OUR WEBSITE OR SERVICES IS TO STOP USING THE SAME. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN US.
NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO ANY APPLICABLE EXPRESS WARRANTY PERIOD. YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY SUCH WARRANTY WILL BE FOR US, AT OUR SOLE OPTION, TO USE COMMERCIALLY REASONABLE EFFORTS TO RE-PERFORM THE AFFECTED SERVICES OR TO TERMINATE THIS AGREEMENT AND THESE TERMS AND PROVIDE TO YOU A PRO RATA REFUND OF ANY FEES PAID TO US BY YOU FOR ANY NON-CONFORMING SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, RELATED ENTITIES, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES: (I) RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE OUR SERVICES; (II) FOR ANY LOST PROFITS, DATA LOSS, OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; OR (III) FOR ANY CONDUCT OF CONTENT OF ANY THIRD-PARTY ON OR VIA OUR SERVICES. NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED U.S. $100.
IF YOU DO ANYTHING THAT GETS US SUED, OR BREAK ANY OF THE PROMISES YOU MAKE IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, RELATED ENTITIES, AND CONTENT PROVIDERS, HARMLESS FROM ALL LIABILITIES, CLAIMS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND OTHER LEGAL COSTS) THAT ARISE FROM OR RELATE TO YOUR USE OR MISUSE OF OUR SERVICES. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO THIS INDEMNIFICATION CLAUSE, IN WHICH CASE YOU AGREE THAT YOU WILL COOPERATE AND HELP US IN ASSERTING ANY DEFENSES.
9. Disputes, Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. GOVERNING LAW. WE ENCOURAGE YOU TO CONTACT US IF YOU HAVE ANY ISSUE WITH OUR WEBSITE OR SERVICES, BEFORE RESORTING TO MORE FORMAL DISPUTE RESOLUTION. IF LEGAL ACTION DOES ARISE, YOU AGREE THAT OUR WEBSITE AND SERVICES ARE DEEMED PASSIVE WEBSITES AND SERVICES THAT DO NOT GIVE RISE TO SPECIFIC OR GENERAL PERSONAL JURISDICTION OVER US OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, OR SHAREHOLDERS, EITHER SPECIFIC OR GENERAL, IN ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. YOU ALSO AGREE THAT THESE TERMS WILL BE GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA WITHOUT RESPECT TO ITS CONFLICT OF LAWS PRINCIPLES AND WITHOUT APPLICATION OF THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT OR THE UNITED NATIONS CONVENTION OF CONTROLS FOR INTERNATIONAL SALE OF GOODS. YOU ALSO AGREE THAT, NOTWITHSTANDING THE PRECEDING SENTENCES WITH RESPECT TO THE SUBSTANTIVE LAW, ANY ARBITRATION CONDUCTED PURSUANT TO THESE TERMS SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1-16). THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED. YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN SACRAMENTO COUNTY, CALIFORNIA FOR ANY ACTIONS FOR WHICH WE RETAIN THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, AS SET FORTH IN THE ARBITRATION PROVISION BELOW, INCLUDING ANY PROVISIONAL RELIEF REQUIRED TO PREVENT IRREPARABLE HARM. YOU AGREE THAT SACRAMENTO COUNTY, CALIFORNIA IS THE PROPER FORUM FOR ANY APPEALS OF AN ARBITRATION AWARD OR FOR TRIAL COURT PROCEEDINGS IN THE EVENT THAT THE ARBITRATION PROVISION BELOW IS FOUND TO BE UNENFORCEABLE.
B. ARBITRATION. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. FOR ANY DISPUTE WITH US, YOU AGREE TO FIRST CONTACT US AT INFO@SIERRAENERGY.COM AND ATTEMPT TO RESOLVE THE DISPUTE WITH US INFORMALLY. IN THE UNLIKELY EVENT THAT WE HAVE NOT BEEN ABLE TO RESOLVE A DISPUTE IT HAS WITH YOU AFTER 60 DAYS, THE PARTIES EACH AGREE TO RESOLVE ANY CLAIM, DISPUTE, OR CONTROVERSY (EXCLUDING ANY CLAIMS FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF AS PROVIDED BELOW) ARISING OUT OF OR IN CONNECTION WITH OR RELATING TO THESE TERMS, OR THE BREACH OR ALLEGED BREACH THEREOF (COLLECTIVELY, “CLAIMS”), BY BINDING ARBITRATION BY JAMS, UNDER THE OPTIONAL EXPEDITED ARBITRATION PROCEDURES THEN IN EFFECT FOR JAMS, EXCEPT AS PROVIDED HEREIN. JAMS MAY BE CONTACTED AT WWW.JAMSADR.COM. THE ARBITRATION WILL BE CONDUCTED IN SACRAMENTO COUNTY, CALIFORNIA, UNLESS YOU AND WE AGREE OTHERWISE. EACH PARTY WILL BE RESPONSIBLE FOR PAYING ANY JAMS FILING, ADMINISTRATIVE, AND ARBITRATOR FEES IN ACCORDANCE WITH JAMS’ RULES, AND THE AWARD RENDERED BY THE ARBITRATOR SHALL INCLUDE COSTS OF ARBITRATION, REASONABLE ATTORNEYS’ FEES, AND REASONABLE COSTS FOR EXPERT AND OTHER WITNESSES. ANY JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS SECTION SHALL BE DEEMED AS PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS, OR OTHER PROPRIETARY RIGHTS.
C. CLASS ACTION/JURY TRIAL WAIVER. WITH RESPECT TO ALL PERSONS AND ENTITIES, ALL CLAIMS MUST BE BROUGHT IN THE PERSON’S OR ENTITY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS. YOU AGREE THAT, BY USING OUR WEBSITE OR SERVICES, YOU AND WE ARE EACH WAVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
10. Injunctive Relief
You agree that any breach of these Terms would cause us irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which we may be entitled, you agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this agreement.
We reserve the right to terminate this agreement and to suspend, limit, or terminate your use of our Services at any time and for any reason, including breach or suspected breach of any of these Terms. Upon termination by us, you must immediately cease using our Services. You may also terminate this agreement at any time by ceasing to use our Services.
12. General Provisions
If any portion of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, that portion shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be amended or reformed to the extent necessary to make such portion valid and enforceable; the remaining portions of these Terms shall remain in full force and effect.
These Terms are personal to you. You cannot assign them, transfer them, or sublicense them unless you get our prior written consent. We have the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent.
The failure of either you or us to exercise any right provided for in these Terms in any way will not be deemed a waiver of any other rights.
These Terms, and the terms set forth in our Privacy Notice, and in any applicable confidentiality agreement, constitute the entire agreement between you and us regarding your use of our website and Services and supersede any prior agreements between you and us relating to the website and Services.