Last Updated: August 15, 2024
Enspi Technologies Inc. and its affiliates and subsidiaries (hereinafter collectively referred to as “Enspi”, “our”, “us” or “we”) has created the following terms of service (these “Terms”) to apply to all use of our Services (as defined in Section 2).
Your binding agreement with us includes these Terms, together with any further terms and conditions we may place on the use of our Services from time to time to which you agree to be bound. Our privacy policy is hereby incorporated by reference in its entirety.
BY CHECKING THIS BOX1, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS. In the event you have entered into a written agreement with Enspi governing your use of the Services, that written agreement will control and supersede these Terms.
Section 1. General Conditions
Please carefully read these Terms before using our Services. By using our Services, you agree to be bound by these Terms, including the Binding Arbitration Clause and Class Action Waiver described in Section 16. If you do not agree to these Terms, then you may not use our Services. If you violate these Terms, we reserve the right to deny you access to our Services, together with any and all other legal remedies.
Please note that these Terms are subject to change by us at any time. When changes are made, we will make a new copy of the Terms available at our website or through the affected Services. We will also update the “Last Updated” date at the top of these Terms. If we make material changes to these Terms and you have registered an account with us, we may also send an email to you at the last email address you provided to us in your account and may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.
Section 2. Description of Our Services
Our services include:
(a) an energy bill analyzer, which identifies opportunities for customers to reduce the cost of procuring electricity;
(b) EnFut, an energy monitoring and management tool, which enables customers to forecast and manage their energy consumption (“EnFut”);
(c) PowerUp, a virtual power plant tool, which facilitates the entry by energy producers and network operators into virtual power purchase arrangements and participation in wholesale energy markets; and
(d) such other services as we may perform from time to time
(clauses (a) through (d), collectively, our “Services”)
Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to use our Services as long as they do not violate any aspect of these Terms or applicable law, including our intellectual property and other proprietary rights in and to our Services or the intellectual property rights of another party. Our Services, including any data made available therein, are provided for your internal business purposes, and not for further resale or distribution.
We reserve the right to terminate or limit your access to our Services, including, but not limited to, by denying your request to register an account with us in order to access our Services, and/or the licenses granted herein for any reason (or no reason) and in our sole discretion. Any access by your authorized third parties shall be the subject of separate agreements between you and us.
In connection with your use of our Services, you may be required to enter into one or more binding agreements containing terms in addition to these Terms, and your use of our Services will be contingent on your compliance with such agreements.
Section 3. User Information; Responsibility for Information on the Service
In connection with your use of our Services, you may be required to register an account with us and at your election you may provide certain information, or authorize a third party to provide certain information, in connection with such use, regarding you and your business, including, but not limited to, descriptions of your properties and energy uses and your energy generation, storage and/or consumption, as applicable (collectively, “User Information”).
You understand and acknowledge that you alone are responsible for the User Information that you submit or transmit, or cause to be submitted or transmitted, to, through, or in connection with our Services or that you publicly display in your account profile, and you, not us, assume all risks associated with the User Information, including anyone’s reliance on its quality, accuracy, completeness, reliability, appropriateness and truthfulness.
You represent and warrant that to the best of your knowledge, the User Information you provide, or cause to be provided, to us in connection with your use of our Services is true and accurate in all material respects. You further represent and warrant that you own or have the necessary rights, consents, and permissions to use and authorize the use of User Information as described herein. You may not imply that User Information is in any way sponsored or endorsed by us. You represent and warrant that the User Information does not violate these Terms.
You acknowledge that all content and information that is made available via the Services is the responsibility of the party from whom such content and information originated. This means you, and not Enspi, are entirely responsible for User Information, and that other users, including authorized third parties, are similarly responsible for the content and information that they make available via the Services.
ALL USER INFORMATION IS PRESENTED BY ENSPI VIA THE SERVICES ON AN “AS-IS” BASIS. WE HAVE NOT TAKEN STEPS TO VERIFY ANY USER INFORMATION AND MAKE NO CLAIMS REGARDING ITS ACCURACY. TO THE EXTENT YOU USE OUR SERVICES IN CONNECTION WITH THE PERFORMANCE OF SERVICES OR SALE OF PRODUCTS, YOU SHOULD NOT RELY ON OUR SERVICES, INCLUDING ANY USER INFORMATION CONTAINED THEREIN, AND SHOULD DO YOUR OWN RESEARCH TO VERIFY ANY USER INFORMATION AND CONSULT WITH YOUR ADVISORS.
Section 4. License to User Information; Intellectual Property
By uploading, disclosing, distributing, transmitting or otherwise making available any User Information to the Services or Enspi, you hereby grant to us a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable, and perpetual right and
license to incorporate into our Services, commercially exploit, reproduce, display, distribute, transmit, modify or otherwise use:
(a) any User Information; and
(b) any information provided by third parties acting on your behalf or granted access to your account in order to supplement, revise, replace or otherwise modify any User Information.
In the event you provide any feedback, suggestions, recommendations or enhancement requests with respect to our Services (“Feedback”), you hereby grant to us a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable, and perpetual right and license to use Feedback for any lawful purpose; provided, that, Enspi will not identify you in connection with its use of such Feedback.
All registered and unregistered trademarks visible or accessible through our Services are trademarks of us, or licensors and may not be copied, imitated, or used in whole or in part without the prior written permission of us, or its owners. All page headers, customer graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ours and may not be copied, imitated, or used in whole or in part without prior written permission of us.
Enspi does not claim ownership of any User Information.
Section 5. Procedure for Making Copyright Claims
In accordance with the Digital Millennium Copyright Act and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use our Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on our Services; (d) your address, telephone number, and email address; (e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
All notices of copyright infringement claims should be sent to our Copyright Infringement Agent, at Enspi Technologies Inc., 5115 Excelsior Blvd., #240, St. Louis Park, MN 55416, Attn: Legal, or tech@enspi.io. Under the DMCA, false claims may be subject to penalization.
Section 6. Fees
You will be responsible for payment of the applicable fee for any Services at the time you create your account and select your subscription package. In connection with your use of EnFut and PowerUp, you agree that, in addition to the applicable subscription fee, you will be responsible for paying us an amount equal to a percentage of either the energy savings or money earned, as applicable, resulting from your use of EnFut’s and PowerUp’s energy management functions, as detailed further in the applicable subscription package. Invoice details and payment mechanics will be provided in subsequent communications from us.
Except as set forth in these Terms, all fees for the Services are non-refundable. No contract will exist between you and Enspi for the Services until Enspi accepts your order by a confirmatory e-mail, SMS/MMS message or other appropriate means of communication. We, in our sole discretion and at any time, may modify the fees we charge for use of our Services. Any subscription fee change will become effective at
the end of the then-current subscription cycle, while any transaction-based or other fee will become effective at such time as we may determine, at our sole discretion. We will provide you with reasonable prior notice of any change in the fees we charge for use of our Services to give you an opportunity to, as applicable, terminate your subscription to and/or use of our Services before such change becomes effective. Your continued use of our Services after any fee change comes into effect constitutes your agreement to pay the modified fee amount. Except where required by law, paid fees are non-refundable.
Unless you affirmatively opt out of automatic renewal, to the extent applicable, you hereby authorize us to renew or begin our Services automatically. If you opt out of automatic renewal, your access to our Services will terminate at the end of the subscription term in which you opt out. You must maintain accurate and up-to-date payment information. We assume no responsibility or liability if your access to our Services fails to renew or otherwise expires because of outdated or incorrect payment information.
You may cancel our Services at any point by going to your account profile page and following the instructions there for canceling your subscription. If you cancel our Services, your access to our Services will continue until the last day of the subscription term in which you canceled, at which point it will expire.
Section 7. Third Party Accounts
The Services may allow you to connect your account to third party services or products and their related accounts. When you direct Enspi to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Services (such as usernames and passwords) for purposes of providing the Services to you. You grant us a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. We will be acting as your agent and will not be acting on behalf of the third party.
We do not review third party account information for accuracy and are not responsible for any issues or expenses resulting from such account information, including any inaccuracy or error. You agree that you are solely responsible for keeping your third party credentials safe and secure, and preventing unauthorized access to your account. We assume no liability in connection with your use of third party services or products. You must review and comply with the terms of services or conditions set forth in such third party platforms.
Section 8. Prohibited Uses
In addition to other prohibitions as set forth in these Terms, you are prohibited from using our Services or related content:
(a) for any unlawful or fraudulent purpose;
(b) to solicit others to perform or participate in any unlawful or prohibited acts;
(c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others or delete the copyright or other proprietary rights notice from any content;
(e) to harass, abuse, insult, harm, defame, slander, annoy, disparage, intimidate, or discriminate based upon gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information or otherwise attempt to mislead or impersonate another;
(g) to upload or transmit viruses, any other type of malicious code, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that will or may be used in any way that will affect the functionality or operation of Services including our website (or related website, other websites, or the Internet) or that interferes with any party’s uninterrupted use and enjoyment of our Services;
(h) to collect or track the personal information of others;
(i) to send advertising or promotion materials, spam, phish, pharm, pretext, spider, crawl, scrape, or facilitate the use of any malware or ransomware;
(j) for any damaging, obscene, or immoral purpose;
(k) to interfere with or circumvent the security features of the website (or related website, other websites or the Internet) and/or Services, including those to prevent copying of content or that limit use;
(l) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
(m) to systematically retrieve data or other content from our Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us or as otherwise provided in these Terms;
(n) to make any unauthorized use of our Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
(o) to use our Services to advertise or offer to sell goods and services;
(p) to engage in unauthorized framing of or linking to our Services;
(q) except as may be the result of standard search engine or Internet browser usage, to engage in any automated use of or access to the system, such as using scripts to send comments or messages, or using any data mining, bots, scrapers, or similar data gathering and extraction tools;
(r) to interfere with, disrupt, or create an undue burden on the website or the networks or services connected to our Services;
(s) to sell or otherwise transfer your profile;
(t) to use our Services as part of any effort to compete with us or otherwise use our Services and/or the content for any revenue-generating endeavor or commercial enterprise;
(u) to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the website;
(v) to copy or adapt our Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
(w) to upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”); or
(x) in any way that may be deemed a breach or violation of any of our Terms. We reserve the right to terminate your use of our Services or any related website for violating any of the prohibited uses.
Section 9. Account Information and Security
You are entirely responsible for any and all activities that occur under your account. You may not use a third party’s account without our express written consent.
You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or log-in credentials, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your personal information.
Section 10. Disruption to Services
We reserve the right to withdraw, interrupt, suspend, discontinue, modify, update or amend any Service or material we provide in our sole discretion without notice. We will not be liable if, for any reason, all or any part of our Services are unavailable at any time or for any period, including as a result of hacking and other forms of cybercrime. From time to time, we may restrict access to our Services or to users, including registered users.
Section 11. Compliance with Laws
You must abide by all federal, state and local laws regarding your use of our Services. If you are outside of the United States, you must comply with all local laws with respect to your online conduct, as well as the export of data to the United States or to your country or residence.
This website is intended for adults only. This website is not intended for any children under the age of thirteen (13).
Section 12. WARRANTY DISCLAIMER
OUR SERVICES, AND THE INFORMATION ON OR AVAILABLE THROUGH OUR SERVICES, INCLUDING THIS WEBSITE, IS PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Section 13. LIMITATION OF LIABILITY
IN NO CASE SHALL WE, OUR EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS CLAIM, OR ANY LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON, REPLACEMENT COSTS, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WHETHER BASED IN CONTRACT, TORT,
STRICT LIABILITY, OR OTHERWISE ARISING FROM YOUR USE OF OUR SERVICES OR IN ANY WAY RELATED TO OUR SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN ANY USE OF OUR SERVICES OR ANY CONTENT OR PRODUCT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE. IN ANY EVENT, THE AGGREGATE LIABILITY OF US AND OUR SERVICE PROVIDERS UNDER THESE TERMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
Section 14. Termination
These Terms are effective until terminated. We may terminate this agreement at any time with or without notice. Unless you have an active subscription to use the Services, you may terminate these Terms upon written notice to Enspi and by closing your account. Termination of any Services includes removal of access to such Services and barring of further use of the Services.
Section 15. Governing Law
These Terms and any separate agreements whereby we provide you our Services shall be governed and construed in accordance with the laws of the State of Delaware without reference to any conflict of law rules.
You agree that you will not use our Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
Section 16. Arbitration Clause and Class Action Waiver
If there is any dispute or claim arising from or related to our Services and/or these Terms, you agree that it will be resolved by confidential binding arbitration in Minnesota, rather than in court, after first giving Notice of the Dispute (“Notice”) to us and the opportunity to discuss resolution within thirty (30) days of such Notice. This Notice must include a description of the nature and basis of the claims the party is asserting, and the relief sought. Any Notice to us should be sent to Enspi Technologies Inc., 5115 Excelsior Blvd., #240, St. Louis Park, MN 55416, Attn: Legal.
If we and you are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, we or you may initiate arbitration proceedings to be conducted by a single impartial arbitrator chosen from the American Arbitration Association’s (“AAA”) National Roster of Commercial Arbitrators by mutual agreement of us and you (or by the AAA if we and you cannot agree). There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of these Terms as a court would. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.
The Federal Arbitration Act and federal arbitration law apply, and the AAA will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. The arbitration shall be held in the State of Minnesota or at another mutually agreed location. If the arbitration involves a consumer, the arbitration will be held at a location convenient to the consumer. If the value of the relief sought is $10,000 or less, we or you may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us and you subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by us and you unless the arbitrator requires otherwise.
CLASS ACTION WAIVER: WE AND YOU AGREE THAT DISPUTES BETWEEN US AND YOU WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. If for any reason a claim proceeds in court rather than in arbitration, we and you waive any right to a jury trial.
Section 17. Indemnification
To the fullest extent permitted by law, and except to the extent arising from our gross negligence or intentional misconduct, you agree to indemnify, defend, and hold harmless us, and our employees, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, from any claim or demand, including reasonable attorneys’ fees made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or rights of a third party.
Section 18. Miscellaneous
There are no third party beneficiaries to these Terms. We shall have the right to assign our rights or delegate any of our responsibilities under these Terms to an affiliate or successor or in connection with a merger, consolidation, or reorganization for the sale of substantially all our assets. Nothing contained in these Terms or your use of our Services shall be construed to constitute either us or you as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. The headings used herein are included for convenience only and will not limit or otherwise affect these Terms. No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. To the extent that any provision of these Terms is deemed to be unlawful, void, or unenforceable, including the binding arbitration clause and class action waiver, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.
Section 19. How to Contact Us; Notice
Where Enspi requires that you provide an email address, you are responsible for providing Enspi with your most current email address. In the event that the last email address you provided to use is not valid, or for any reasonable is not capable of delivering to you any notices required/permitted by these Terms, Enspi’s dispatch of the email containing such notice with nonetheless constitute effective notice. If you want to give notice to us or have any questions about these Terms, please contact us at the following email address: tech@enspi.io.