Informational Purposes Only; Permitted Uses of Site Material
The Site is available for informational purposes only. Without limiting anything else in these Terms or otherwise, EMEX is not responsible for any errors or omissions in the Site or Site Material (as defined below), and EMEX is not responsible for any errors or omissions in the Site or Site Material. Accordingly, EMEX authorizes the accessing, viewing, or using of the content, materials, or services available on or through this Site for personal or noncommercial purposes only in accordance with these Terms.
As between any user and EMEX, EMEX owns or licenses all data, content, graphics, forms, artwork, images, photographs, functional components, audio clips, video clips, software and software concepts and documentation and other material on, in or made available through the Site (“Site Material”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Material. All Site Material is protected pursuant to United States copyright, trademark, patent and other applicable laws. You may print and download portions of material from the different areas of the Site solely for your own internal, non-commercial use, provided you do not to remove or alter any copyright notice or any other proprietary notice on any Site Materials. As between any user and EMEX, all names, trademarks, service marks, certification marks, symbols, slogans or logos appearing on the Site are proprietary to EMEX. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site, other than the right to use the Site in accordance with these Terms.
You agree that you will not use the Site for: (a) any illegal or unauthorized purposes that violate any laws (including import, export and copyright laws); (b) modifying, adapting or hacking into the Site or for modifying another website so as to falsely imply that it is associated with EMEX; (c) uploading, posting, hosting, or transmitting unsolicited email, SMSs, “spam” messages, worms or viruses or any code of a destructive nature; (d) contacting any other user of the Site who has requested not to be contacted; (e) stalking or harassing anyone; (f) posting irrelevant User Content (as defined below) or otherwise imposing an unreasonable or excessively great amount of User Content on the Site; or (g) attempting to gain unauthorized access to EMEX’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Site or any services provided through the Site. You further agree not to modify, distribute, copy, exchange, disseminate, archive, reproduce, transmit, publicly display, publicly perform, broadcast, retransmit, publish by hard copy or electronic means, adapt, edit, compile or create derivative works of the Site Material or otherwise use the Site Material in any way for any purpose without prior written approval from EMEX. You may not frame, capture, harvest, or collect any part of the Site or Site Materials without EMEX’s prior written consent. You acknowledge and agree that the unauthorized use of the Site Material could cause irreparable harm to EMEX and that in the event of such unauthorized use, EMEX shall be entitled to an injunction in addition to any other remedies available at law or in equity.
Materials Submitted to the Site
The Site allows you to contribute content, information, text, files, graphics, personal listings, messages, postings, and other materials and information for access, use, and commentary by other users to the Site (“User Content”). Failure to comply with these Terms, including any rules posted on the Site pertaining to User Content, may result in immediate removal of any User Content. By posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Site and all other persons and entities will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) impersonate any person or entity or falsely state or otherwise imply an affiliate with a person or entity or is generally false, deceptive, misleading, deceitful, misinformative or constitutes a “bait and switch”; (e) be obscene, pornographic, or indecent; (f) violate any community or internet standard; (g) introduce any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party.
Upon your submission of User Content or other material or information to EMEX, you grant EMEX a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify and create derivative works based upon the User Content, all without any compensation to you whatsoever. EMEX may refuse to post or remove User Content from the Site that violates any of the warranties provided in the preceding paragraph or for any reason. EMEX shall not be responsible for changes, modifications, or removal of any User Content that you submit to the Site.
Third Party Web Sites and Content
Parties other than EMEX may provide content on the Site. Additionally, the Site contains links to other websites for the convenience of users. Use of the Site and the Site Materials and any other material or content on and made available through the Site is entirely at your own risk. EMEX does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter into with third parties. Your use of third parties’ websites is at your own risk, and subject to the terms and conditions of such other websites. EMEX does not endorse any product, service, or treatment provided on a third party website or advertised on the Site.
Any personal information that you provide to EMEX on the Site is subject to its Privacy Statement. For more information, view the Privacy Statement at www.EnergyMarketExchange.com, which is incorporated into these Terms by reference, as if set forth fully herein. Please be advised that the confidentiality of any communication or material transmitted to EMEX via the Site or email cannot be guaranteed, including, for example, personal information such as your address or name. Alternatively, you may contact EMEX by regular mail at 11011 Richmond Avenue Suite 500, Houston, TX 77042.
Certain statements contained in this website constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of EMEX to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, but are not limited to: the dependence on sales and the uncertainty of the timing and magnitude of government funding and orders, dependence on sales to government customers; the uncertainty of patent protection; the uncertainty of strategic alliances; the uncertainty of management tenure; the impact of third-party suppliers' constraints or difficulties; management's ability to achieve business performance objectives, market acceptance of, and demand for, the Company's products, and resulting revenues; development and testing of technology and products; impact of competitive products and pricing. The words "looking forward," "believe," "demonstrate," "intend," "expect," "contemplate," "estimate," "anticipate," "likely" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. EMEX undertakes no obligation to update any forward-looking statements contained in on this Site.
EMEX, its subsidiaries, and affiliates are not responsible for and do not guarantee the accuracy or completeness of any Site Material, User Content, links, advertisements or other items contained within the Site. EMEX reserves the right to immediately remove any Site Material or User Content for any reason or for no reason. EMEX cannot and does not review all communications made on or through the Site, but, although not obligated to, may review, filter, verify, make changes to or remove any User Content, Site Material, the Site or the products or services made available in connection with the Site, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Site Material or User Content and that you may not rely on such Site Material or User Content.
THE SITE, THE SITE MATERIALS AND USER CONTENT AND MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE IS MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.
EMEX AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE USER CONTENT, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER CONTENT, THE SITE, THE SITE MATERIALS, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU.
EMEX AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE USER CONTENT, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR EMEX HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF EMEX AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, USER CONTENT, THE SITE MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, INFORMATION, OR PRODUCTS OFFERED IN CONNECTION THEREWITH EXCEED THE AMOUNT PAID BY YOU TO EMEX FOR PRODUCTS OR SERIVES PURCHASED THROUGH THE SITE DURING THE PRECEDING THREE MONTHS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF EMEX AND ITS LICENSORS SHALL NOT EXCEED TEN DOLLARS ($10) AND SHALL OTHERWISE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. If you are dissatisfied with the Site, or with any of these Terms, or feel EMEX has breached these Terms, your sole and exclusive remedy is to discontinue using the Site.
You shall indemnify EMEX and its directors, officers, employees, agents, contractors and licensors (“EMEX Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Site and your use of the Site or services obtained through the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Content, the Site Materials, the services, products, information and other materials on, in and made available through the Site, (except to the extent attributable to EMEX), or any breach by you of these Terms and shall indemnify and hold EMEX Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of EMEX.
EMEX or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If EMEX or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to EMEX, subject to the right of EMEX to assume, at its sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
Third Party Rights
The provisions regarding use of the Site and the provisions regarding Indemnification are for the benefit of EMEX and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Site. Each of these individuals or entities may be afforded by EMEX the right to assert and enforce those provisions directly against you on its own behalf.
EMEX uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. EMEX will use reasonable commercial efforts to minimize such disruption where it is within EMEX’s reasonable control. You agree that we shall not be liable to you for any modification, suspension or discontinuance of the Site. You understand that the technical processing and transmission of any Site content may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from the Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to EMEX via the Site or the internet, including, for example, personal information such as your name or address.
If you believe that any content or postings on this Site violates your intellectual property or other rights, please send to EMEX at [data@EnergyMarketExchange.com] a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
Changes to These Terms
EMEX reserves the right at any time to modify, alter or update these Terms. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Site before the change was made. It is the obligation of users visiting the Site before the change to learn of changes to the Terms since their last visit. EMEX reserves the right to terminate your access to this Site with or without notice in the event that you violate these Terms, or for any other reason whatsoever or for no reason, in which case all provisions necessary for EMEX to enforce its rights hereunder shall survive termination.
Governing Law and Jurisdiction
These Terms represent the entire agreement between you and EMEX with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of TEXAS, USA, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the services, works, content, or materials on the Site, you consent and agree to: (a) the exclusive jurisdiction of the federal and state courts located in Houston, TEXAS, USA; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.
The Site is controlled and operated from within the United States. Without limiting anything else, EMEX makes no representation that the Site, Site Materials, User Content, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of EMEX to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. EMEX may assign its rights and duties under these Terms to any party at any time without notice to you. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
Updated: July, 2013