Noesis Pro Terms of Use

Last Updated: June 23, 2014

Below are the Noesis Pro Terms of Use (these “Noesis Pro Terms of Use”) of Noesis Energy, Inc. (“Noesis” or “we”) and a reference to the Noesis Privacy Policy and the Noesis Terms of Use (the “Terms of Use”) pertaining to your access to and use of the Noesis Pro Portal (collectively, the “Noesis Pro Portal”).  Capitalized terms used but not defined herein have the meanings given to them in the Terms of Use.

Please read these Noesis Pro Portal Terms of Use carefully. It is important to understand that these Noesis Pro Portal Terms of Use constitute a legally binding agreement between you, on your own behalf, and if you are acting on behalf of an entity that employs you or you otherwise represent, such entity (collectively, “you”) and Noesis. By using the Noesis Pro Portal, you indicate your acceptance of and intent to be contractually bound by these Noesis Pro Portal Terms of Use, the Terms of Use and the Noesis Privacy Policy (collectively, the “Terms of Use”), and you consent to enter into these Terms of Use in electronic form. If you are accepting on behalf of an entity that employs you or you otherwise represent that you are legally authorized to bind that entity to these Terms of Use. If you are not so authorized, you must not execute an order that commences the Noesis Pro Portal creation process.

We may revise the Noesis Pro Portal Terms of Use and the Terms of Use from time to time without notice and in our sole discretion. We will provide the most updated version of the Noesis Pro Portal Terms of Use and the Terms of Use at www.noesis.com (or such successor address as we may provide). Your use of the Noesis Pro Portal after we make any changes to these Noesis Pro Portal Terms of Use or the Terms of Use constitutes your acceptance of any such changes.

Noesis Pro

Pro Front Office (with or without M&V)

Upon receipt of a signed Order Form approved by Noesis, Noesis will provide you access to the Noesis Pro Portal and, when available, the agreed upon reports. Such reports will be updated in your Noesis Pro Portal regularly as the source data is updated during the term of your subscription to the Noesis Pro Portal.   Any external data required for a given report must be provided to Noesis in an editable electronic format.

Where required, you will provide to Noesis the appropriate external data sets, credentials and other information necessary for Noesis to collect and report on such data on your behalf.

Noesis will make commercially reasonable efforts to report this monthly data but Noesis is not responsible for the quantity or quality of the data available. If you make changes to the needed external data, it may impact Noesis’ ability to deliver the reports to the Noesis Pro Portal.

Noesis Financial Services

Upon receipt of a signed Order Form and Statement of Work (SOW) approved by Noesis, Noesis will provide you access to the Noesis Pro Portal and, when available, the agreed upon Pro reports and services described in your SOW.   Such reports will be loaded into your Noesis Pro Portal during the term of your subscription to Noesis Pro.   Any external data required for a given report must be provided to Noesis in an editable electronic format.

Pro Channel

Upon receipt of a signed Order Form and Statement of Work (SOW) approved by Noesis, Noesis will provide you access to the Noesis Pro Portal and, when available, the agreed upon Channel dashboards. Any necessary reports will be loaded into your Noesis Pro Portal during the term of your subscription to the Noesis Pro Portal.   Any external data required for a given report must be provided to Noesis in an editable electronic format.

Data Services

Upon receipt of a Facility Registration spreadsheet that is approved by Noesis, Noesis will provide you certain monthly usage and billing data from those electric and gas utilities in the United States (“Utilities”) that are identified below. Such data will be loaded into your Noesis.com account once every month during the term of your subscription to the Noesis Data Service. 

You will provide to Noesis the appropriate Utilities permissions, credentials and other information necessary for Noesis to collect such data on your behalf.  By registering for this Data Service, you authorize Noesis to access your data for all Utilities listed in your Facility Registration spreadsheet.

Noesis will make commercially reasonable efforts to obtain monthly data from the Utilities but Noesis is not responsible for the quantity or quality of the data available.  You understand and agree that Utilities may unilaterally make changes to their billing systems, websites and direct feed systems.  If the Utilities make any such change, it may impact Noesis’ ability to deliver the Data Service.

Fees and Payments

Noesis Pro requires a minimum annual subscription commitment paid to Noesis, with some trial offerings requiring 90 day commitment, and the associated subscription will automatically renew unless we terminate it or you notify of your decision to terminate it. You must cancel any such subscription before it renews in order to avoid billing of subscription fee for the renewal term.  During any renewal period, you may cancel the subscription with 90 days advance written notice, unless otherwise noted in the Order Form.  All fees and charges are nonrefundable, and there are no refunds or credits for partially used periods. If payment is made via a purchase order or check, you agree to remit the payment before the date specified on the invoice. Noesis shall have no obligation to provide you with access to your Noesis Pro Portal if payment is not received.

Disclaimer of Warranties

Noesis and any third party who makes its software, extensions or content available disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors or by any individuals) of the software or any third-party software, extensions or content accessed.

NOESIS AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, PERFORMANCE, RELIABILITY, SECURITY, TIMELINESS AND TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM THE NOESIS PRO PORTAL WILL CREATE OR GIVE RISE TO ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. MOREOVER, NOESIS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE NOESIS PRO PORTAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE NOESIS PRO PORTAL, ANY COMPONENT, CONTENT, OR FEATURE AND ALL RELATED PROCESSES FOR UPLOADING, HOSTING AND DISTRIBUTING THE NOESIS PRO PORTAL ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. NOESIS DOES NOT PROMISE THAT THE NOESIS PRO PORTAL, ANY APPLICATION PROGRAMMING INTERFACE, ANY COMPONENT, CONTENT, FEATURE OR ANY RELATED PROCESSES FOR UPLOADING, HOSTING AND DISTRIBUTING THE  NOESIS PRO PORTAL CONTENT WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED OR THAT YOUR USE OF THE NOESIS PRO PORTAL WILL PROVIDE SPECIFIC RESULTS.

YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE NOESIS PRO PORTAL. YOUR SOLE REMEDY AGAINST NOESIS FOR DISSATISFACTION WITH THE NOESIS PRO PORTAL IS TO STOP USING THE NOESIS PRO PORTAL. THIS LIMITATION OF REMEDY IS A PART OF THE BARGAIN BETWEEN THE PARTIES. YOUR USE OF THE NOESIS PRO PORTAL IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE NOESIS PRO PORTAL.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER NOESIS NOR ANY THIRD PARTY WHO MAKES ITS SOFTWARE, EXTENSIONS OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NOESIS PRO PORTAL SHALL BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OF, OR INABILITY TO USE, OR IN CONNECTION WITH THE NOESIS PRO PORTAL CONTENT, ANY APPLICATION PROGRAMMING INTERFACE, ANY COMPONENT, CONTENT, FEATURE OR SITE OF THE NOESIS PRO PORTAL, OR ANY RELATED PROCESSES FOR UPLOADING, HOSTING AND DISTRIBUTING THE NOESIS PRO PORTAL AND NOESIS PRO PORTAL CONTENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NOESIS OR SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TOTAL CUMULATIVE COMBINED LIABILITY OF NOESIS AND SUCH THIRD PARTIES FOR DAMAGES EXCEED U.S. $100.00.

Release and Waiver

To the maximum extent permitted by applicable law, by accepting these Terms of Use, you release and waive all claims against Noesis, its affiliates, directors, officers, partners, employees, agents and other representatives from any and all liability for claims; direct, indirect, incidental, punitive, consequential, special or exemplary damages; costs and expenses resulting from (i) your use of the Noesis Pro Portal or (ii) any related platform or processes for uploading, hosting and distributing your Noesis Pro Portal Content. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

Indemnification

To the maximum extent permitted by applicable law and without limiting your liability as provided herein, by accepting these Terms of Use, you agree to indemnify and otherwise hold harmless Noesis, its customers and users, all third-party advertisers, technology providers and service providers, and each of their affiliates, directors, officers, partners, employees, agents and other representatives from any and all liability for claims; direct, indirect, incidental, punitive, consequential, special or exemplary damages; costs and expenses resulting from (i) the Noesis Pro Portal, including but not limited to any infringement of any third-party rights, violation by you of any terms or condition of these Terms of Use and (ii) unauthorized access of the Noesis Pro Portal by you or as a result of the authorized or unauthorized use of your Noesis ID.

Miscellaneous Provisions

These Terms of Use will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the conflict of laws provisions of Texas or your state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms of Use to be unenforceable, the remainder of these Terms of Use will continue in full force and effect.

These Terms of Use, together with any other documents to which we have provided a link herein, constitute the entire agreement between you and Noesis with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by Noesis.

Feedback

If you have comments on the Noesis Pro Portal, please contact support@noesis.com. If you would like to share any ideas with us on how we can improve the Noesis Pro Portal, please note that by sharing those ideas, you grant Noesis and third parties permission to use and incorporate your ideas or comments into the Noesis Pro Portal (or third-party software, extensions or content) without further compensation or approval.

As stated above, the information contained in this web site is subject to change without notice.

Noesis Energy, Inc., 8303 North Mopac Expressway, Suite B230, Austin, TX 78759.