Terms and Conditions — BlocPower
Terms of service.
Terms and Conditions
These Terms and Conditions (“ Terms”, together with an Order Form referencing these Terms, the “ Agreement”), are entered into between BlocPower, LLC, a New York Limited Liability Company with offices located at 1623 Flatbush Ave #222, Brooklyn, NY 11210 (“ BlocPower”), and the customer identified on the Order Form (“ Customer”), and are effective as of the date that the Order Form is executed by both parties (the “ Effective Date”).
1. DEFINITIONS. Capitalized terms will have the meanings set forth in this Section 1, or in the section in which they are first used.
1.1“ Authorized User” means each of Customer’s employees, agents, and independent contractors who are authorized to access BlocMaps, Instant Building Report, or other Software under this Agreement.
1.2“ Customer Content” means any content, data, and information provided to BlocPower by or on behalf of Customer or its Authorized Users for use with the Services, including, without limitation, any Third Party Data Provider Data. Customer Content does not include Licensed Material or Resultant Data.
1.3“ Documentation” means the materials describing the use and operation of BlocMaps that are made available to Customer as written technical briefs or on https://blocmaps.blocpower.io/ or such other web page as BlocPower may designate to Customer from time to time.
1.4“ 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 other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.5“ Licensed Material” means reports, results, materials, and documentation made available to Customer as part of the Services. Licensed Material does not include BlocMaps or any component thereof.
1.6“ Third Party Data Provider” means a Third Party Data Provider or utility service or platform that provides or facilitates utilities such as electrical, gas, solar, wind, nuclear, or any other mode of building energy and is required to provide energy-related data and information to Customer (or its third-party designees) by contract, permit, or other applicable ordinance, regulation, or law.
1.7“ Third Party Data Provider Data” means any data or other information made available to BlocPower by a Third Party Data Provider at the direction, or for the specific benefit of the Customer.
1.8“ Order Form” means an order form signed by both parties that references this Agreement.
1.9“ Professional Services” means professional services provided by BlocPower to Customer as described in any Order Form.
1.10“ BlocMaps” means the BlocPower software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface.
1.11“ Resultant Data” means statistics, data, insights, observations, analyses, ideas, and other information that does not identify any natural person and is derived from the categorization, modeling, or other processing of one (or more) data set(s).
1.12“ Services” means any services provided by BlocPower to Customer under this Agreement as described in an Order Form, including, but not limited to, provision of BlocMaps and Professional Services.
2. PROVISION OF SERVICES
2.1 Access. Subject to Customer’s payment of the fees set forth in the Order Form (“ Fees”), BlocPower will provide Customer with access to BlocMaps during the Term (as defined below).
2.2 Support Services. Subject to the terms and conditions of this Agreement, BlocPower will exercise commercially reasonable efforts to provide support for the use of BlocMaps to Customer.
2.3 Hosting. BlocPower will, at its own expense, provide for the hosting of BlocMaps.
3. INTELLECTUAL PROPERTY
3.1 License Grant. BlocPower grants to Customer a non-exclusive, non-transferable license during the Term, solely for Customer’s internal business purposes to access and use BlocMaps in accordance with the Documentation.
3.2 Restrictions. Customer agrees not to allow any third party to access BlocMaps, Licensed Material, or Documentation.
3.3 Ownership. Customer Content is the exclusive property of Customer.
3.4 License to Licensed Material. Subject to the terms of this Agreement, BlocPower grants Customer a non-exclusive, non-transferable license to use Licensed Material solely for Customer’s internal business purposes.
3.5 License to Customer Data; Resultant Data. Customer grants BlocPower a license to use the Customer trademarks, service marks, and logos as required to provide the Services.
4. FEES AND EXPENSES; PAYMENTS
4.1 Fees. Customer will pay to BlocPower the Fees for access rights granted and Services performed.
4.2 Taxes. Customer will be responsible for payment of all applicable taxes related to the Fees.
4.3 Interest. Any amounts not paid will bear interest from the due date until paid.
5. CUSTOMER CONTENT AND RESPONSIBILITIES
5.1 Licenses; Customer Content. Customer will obtain all third-party licenses, consents, and permissions needed for BlocPower to use the Customer Content.
5.2 Customer Warranty. Customer warrants that the Customer Content will not infringe any rights of a third party.
5.3 Back-ups; Security. Customer will be responsible for creating backup copies of any Customer Content.
6. PROFESSIONAL SERVICES. Details of the Professional Services will be set out in an Order Form or a statement of work.
7. WARRANTIES AND DISCLAIMERS
7.1 Limited Warranty. BlocPower will provide the Services in a professional manner and in conformity with the Documentation.
8. LIMITATION OF LIABILITY
8.1 Types of Damages. Neither party will be liable for incidental, indirect, or consequential damages except as provided.
9. CONFIDENTIALITY
9.1 Confidential Information. Any nonpublic information disclosed will be protected.
10. INDEMNIFICATION
10.1 By BlocPower. BlocPower will defend any claims against Customer related to BlocMaps.
11. TERM AND TERMINATION
11.1 Term. This Agreement will continue as long as any Order Form remains in effect.
11.2 Termination for Breach. Either party may terminate the Agreement upon notice for material breach.
11.3 Effect of Termination. Upon termination, all licenses will terminate.
12. CO-MARKETING. Both parties will issue a joint press release at BlocPower's request.
13. MISCELLANEOUS
13.1 Governing Law and Venue. This Agreement will be governed by New York law.
13.2 Compliance with Law. Customer will comply with all applicable laws related to the Services.