Terms of Service

Welcome to Voltus. We’re glad You stopped by. Please read these Terms of Service (the “Terms”) carefully because they are a binding agreement between you and Voltus, Inc., on behalf of itself and its affiliates and subsidiaries, (“Voltus” or “We”). These Terms govern your use of the websites that link to these Terms (the “Sites”). If you are also a Customer or other Authorized User (defined below), these Terms govern your access and use of our cloud-based platform and related distributed energy resource services (collectively, the “Services”).

Who is a Customer or Authorized User?

If you are accessing the Services on behalf of your employer or Voltus is providing the Services to the organization you represent as part of a written contract (the “Contract”), then your organization and/or employer is the “Customer”. A Customer may designate in writing authorized third parties, such as partners or consultants, as “Authorized Users” pursuant to an access agreement or non-disclosure agreement (the “Agreement”). These Terms supplement your Contract or Agreement.

Use of the Sites and the Services

Your use of the Sites and Services must comply with our Acceptable Use Policy and the Contract or Agreement (if applicable). We may review your conduct for compliance or similar purposes, but we have no obligation to do so. If We believe that there is a violation of these Terms, applicable laws, the Acceptable Use Policy, and/or the Contract or Agreement, We may take any action We deem appropriate, including without limitation, revoking access to the Sites and/or the Services.

You may be required to create an account and login credentials in order to use certain features on the Sites or Services. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. If your information changes at any time, please update your account to reflect those changes. Your account may be assigned to you if you are accessing the Services on behalf of a Customer or Authorized User. If you are using or logging into an account assigned to you by an administrator of a Customer or Authorized User, your administrator may be able to access or disable your account without our involvement. Please keep your password confidential. If you believe that your account has been compromised at any time, please notify your system administrator or support@voltus.co.

Intellectual Property and Licensed Rights

Using the Sites does not transfer any ownership of any intellectual property rights in the content to You.

Customers and Authorized Users are granted a limited, non-exclusive and non-transferable license to use and access the Services for the purpose set out in the Contract or Agreement. Customers and Authorized Users may not (and may not permit others to) copy, translate, modify or adapt the Services, incorporate the Services, in whole or any part, into any other product or service, or create derivative works based on the Services. Customer and Authorized User may not (and may not allow others to) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code for the Services or any component thereof. Voltus and/or its licensors retain all right, title and interest (including all intellectual property rights) in and to the Services.

We Love to Hear from You

We always welcome feedback so that we can continue to improve each user’s experience regarding the Sites and Services. With respect to the Sites, you grant Voltus an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation. With respect to the Services, Customer and Authorized User grant Voltus an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

Confidentiality

If there are no confidentiality terms in the Customer Contract or Agreement, the following terms shall apply. In connection with the Contract or Agreement a party may disclose (the “Disclosing Party”) non-public information to the other party (the “Receiving Party”) that may include, but is not limited to, trade secrets, intellectual property and other sensitive, business information (“Confidential Information”). The Receiving Party, on behalf of itself and its employees, contractors and agents (collectively, “Representatives”), agrees not to, except as required by applicable law or regulation, use or disclose the Disclosing Party’s Confidential Information during or after the term of the Contract or Agreement without the prior written consent of the Disclosing Party. The Receiving Party agrees to: (i) limit dissemination of Confidential Information to only those Representatives having a “need to know”; (ii) advise each Representative who receives Confidential Information of the confidential nature of such information; and (iii) have appropriate agreements, policies and/or procedures in place with such Representatives sufficient to enable compliance with the confidentiality obligations contained herein. Confidential Information shall not include information that: (i) has become publicly available without breach of the Contract or Agreement, (ii) was known to the Receiving Party at the time of its receipt from the Disclosing Party from a source not bound by confidentiality obligations, (iii) is received on a non-confidential basis from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (iv) was independently developed by the Receiving Party without use of or reliance on any of the Confidential Information of the Disclosing Party.

Customer acknowledges that Voltus may receive Confidential Information of Customer through data collected through the Services, which may be used or disclosed by Voltus as reasonably necessary for the performance of the Contract.

In addition, if the Receiving Party is required by applicable law, regulation or legal process to disclose any Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information only if the Receiving Party has, to the extent legally permissible, promptly provided the Disclosing Party with prior written notice in order to allow the Disclosing Party to seek a protective order or other appropriate remedy (at Disclosing Party’s sole cost and expense) or waive compliance with this section of the Terms.

Privacy Policy

Our Privacy Policy provides more information on how We collect and use data relating to the use and performance of our Sites and Services.

Aggregate Data

You and Customer, if applicable, acknowledge and agree that Voltus may as permitted by law (a) collect, process, use and aggregate any data used with, stored in or related to the Sites and Services and create anonymized and/or aggregated data records that do not identify you or Customer or any natural person (“Aggregate Data”), (b) use such Aggregate Data to improve the Sites and Services, develop new services, understand industry trends, create white papers, reports, or databases summarizing the foregoing, and generally for any legitimate purpose related to Votlus’s business, (c) share Aggregate Data with third parties or publish any reports, white papers or other summaries incorporating Aggregate Data, (d) use Aggregate Data to investigate and help address and/or prevent actual or potential unlawful activity, and (e) disclose Aggregate Data upon the request of a government agency, law enforcement agency, court or as otherwise required by law.

Third Party Applications & Co-Branded Sites

Customer may, at its option, obtain products and services from third parties which interoperate with the Services (each, a “Third Party Application”). If Customer installs or enables a Third Party Application for use with the Services, Customer grants Voltus permission to allow the provider of that Third Party Application (“Third Party Provider”) to access Customer data as required for the interoperation of the Services with that Third Party Application. In addition, should a Third Party Provider cease to make its Third Party Application available for interoperation with the corresponding Service features on reasonable terms, We may cease to provide those Service features without liability. Any acquisition by Customer of a Third Party Application, and any exchange of data between Customer and any Third Party Provider or its Third Party Application, shall solely be between Customer and the Third Party Provider. Voltus does not warrant or support, and shall have no liability whatsoever in connection with, any Third Party Application, including for any disclosure, modification or deletion of Customer data resulting from access by a Third Party Provider or its Third Party Application.

We may also operate co-branded websites for your utility ("Co-Branded Sites"). These Co-Branded Sites provide services to you by Voltus  and your utility. These Terms and any applicable legal terms of your utility will govern your use of the Co-Branded Sites, and each of our and your utility’s privacy policies will also govern any information you provide on the Co-Branded Site.

VOLTUS NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITES, AND VOLTUS WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY ACTIVITIES BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR ACTIVITIES WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITES.

Payment Terms

Customers interacting with the Services may be entitled to payments from their utility or from other applicable program operators. You may choose to receive these payments via ACH transfer to your employer’s bank. You expressly authorize Voltus's service provider, Dwolla, Inc. to originate credit transfers to your financial institution account.

Disclaimer

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR THE APPLICABLE CONTRACT OR AGREEMENT, VOLTUS DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE SITES OR SERVICES, INCLUDING BUT NOT LIMITED TO THE CONTENT WITHIN THE SITES, THE SPECIFIC FUNCTION OF THE SITES, THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, OR THAT THE SITES AND/OR SERVICES WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE PROVIDE THE SITES “AS IS” AND EXPRESSLY EXCLUDE ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT

Indemnity

You will defend, indemnify and hold Voltus and its affiliates, as well as their respective officers, directors and employees, harmless against any actual or threatened claim, loss, expense, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action (arising out of or relating to your acts or omissions in connection with the Sites or the Services. You agree that the provisions in this Section will survive any termination of your Account, the Terms or your access to the Services.

Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOLTUS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND AGENTS OF ANY OF THEM EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGES ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION, AND WHETHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT OR OTHERWISE) IN CONNECTION WITH THE SITES OR THE SERVICES (OR ANY SITES OR SERVICES LINKED TO THEM), INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SITES OR THE SERVICES (OR ANY SITES OR SERVICES LINKED TO THEM).

Modifications to the Sites and Services

We reserve the right to modify our Sites and/or Services at any time, with or without notice to You, provided that Voltus will not discontinue or materially downgrade any current features or functionality in the Services without prior notice to Customers. However, We may add, modify or replace functionality or features, and We may suspend or stop a particular feature altogether. We may also modify these Terms at any time and your continued use of the Sites and the Services indicates your acceptance of the modified Terms.

General

Neither party will be responsible for any failure to perform its obligations under these Terms caused by an event beyond its reasonable control.  Notices delivered under these Terms must be given in writing and will be effective when received.  Except for the Contract or the Agreement, these Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersede all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties.  The parties are independent contractors, and nothing in this Agreement or done pursuant to this Agreement will create or be construed to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries under this Agreement. You may not assign, transfer or delegate these Terms to any third party without Voltus’ prior written consent.  These Terms shall be governed by and construed in accordance with the laws of Delaware, without reference to conflict of laws principles. Any provisions that by their nature are intended to extend beyond these Terms will survive termination and remain in effect.

Questions?

Please contact compliance@voltus.co with any questions on the Terms.