These Terms of Service provide the terms and conditions pursuant to which Odyssey Energy Solutions (“Odyssey”) makes its platform services available to customers. The Service enables customers to develop microgrid-related project plans, pricing models, and quotes, to share such information for diligence and funding of such projects, and to find technology/services for such projects.
- ACCEPTANCE OF TERMS. By using this Web site or any associated applications (the “Site”) in any way, including using any of the services or functionality (the “Service”) made available or enabled via the Site by Odyssey, the organization for which the Services are used (“Customer”) agrees to these Terms of Service. The person registering with Odyssey represents that he or she has the authority to bind Customer to these Terms. Odyssey makes the Service available only if Customer has agreed to these Terms of Service and created or received a username and password or other log-in ID and password. Certain parts of the Service may also be subject to posted guidelines, rules or terms (“Additional Terms”). If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the applicable parts of the Service. These Terms, and any applicable Additional Terms, are referred to herein as the “Terms.” Odyssey may change the Terms from time to time at its sole discretion, and if Odyssey makes any material changes, Odyssey will notify Customer by sending an email to the last email address Customer provided and/or by posting notice of the change on the Site. Any material changes to these Terms will be effective upon the earlier of thirty (30) calendar days following dispatch of an email notice to Customer or thirty (30) calendar days following posting of notice of the changes on the Site. These changes will be effective immediately for new users of the Site or Service. Odyssey may require Customer to provide consent to the updated Terms in a specified manner before further use of the Service is permitted. Otherwise, Customer’s continued use of the Site or the Service after the effective date of the new Terms constitutes Customer’s acceptance of the changes.
- DEFINITIONS. Capitalized terms shall have the meanings set forth in this section or in the section where they are first used.
“Content” means any and all information, data, project plans, quotes, diligence reviews, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials.
“Documentation” means all specifications, user manuals, and other technical materials relating to the Services.
“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.
“License Administrator(s)” means those Users designated by Customer who are authorized to purchase licenses via an Order Form and to create User accounts and otherwise administer Customer’s use of the Service.
“License Term” means the period during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s).
“Order Form” means the form (which may be hardcopy or online on the Site) for the initial subscription for the Service and any subsequent order forms submitted and accepted online or in written form and specifying, among other things, the number of Users, the applicable fees, the billing period, and other charges as agreed to between the parties, each of which becomes incorporated into and a part of these Terms.
“Users” means Customer’s employees or contractors who are authorized to utilize the Service and who are provided with access to the Service via username and password.
- LICENSE GRANT AND RESTRICTIONS.
- License Grant. Subject to the terms and conditions of these Terms, Odyssey grants Customer a non-exclusive, non-transferable license to use the Service as specified in Customer’s Order Form solely for Customer’s internal business purposes during the Term.
- Limitations. Customer agrees that Customer will not: (a) permit any party to access and/or use the Service, other than the Users authorized under these Terms; (b) rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof (d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) without Odyssey’s express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; (g) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means, if any; or (h) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any pages contained in the Site.
- Accounts, Usernames and Passwords. Customer will provide and timely update its account and profile information to maintain it as accurate and complete. Odyssey may provide each User (or allow each User to specify) a unique username and password to enable such User to access the Service pursuant to these Terms. Each username and password may only be used to access the Service during one (1) concurrent login session. If Odyssey requires it, Customer will ensure that each username and password issued to a User will be used only by that User. Customer is responsible for maintaining the confidentiality of all Users’ usernames and passwords, and is solely responsible for all activities that occur under these usernames. Customer agrees (a) not to allow a third party to use Customer’s account, usernames or passwords at any time; and (b) to notify Odyssey promptly of any actual or suspected unauthorized use of Customer’s account, usernames or passwords, or any other breach or suspected breach of these Terms. Odyssey reserves the right to terminate any username and password, which Odyssey reasonably determines may have been used by an unauthorized third party. User licenses cannot be shared or used by more than one individual User, but may be reassigned from time to time to a new User who is replacing a former User who has terminated employment or otherwise changed job status or function and no longer uses the Service.
- IP Ownership. The Service and all Intellectual Property Rights in the Service, and any of the Odyssey proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to Customer by Odyssey in providing the Service, but excluding the Customer Data (the “Odyssey Technology”), is the exclusive property of Odyssey or its suppliers or service providers. Customer hereby assigns to Odyssey all Intellectual Property Rights in any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer related to the Service or the Odyssey Technology. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service, the Odyssey Technology, or any part of the foregoing, including any right to obtain possession of any source code, data or other technical material relating to the Odyssey Technology. All rights not expressly granted to Customer are reserved to Odyssey. As between the parties, Customer owns all Intellectual Property Rights in the Customer Data.
- Charges. Customer shall pay all fees or charges to Customer’s account in accordance with the fees, charges, and billing terms reflected in its Order Form or, if not reflected in the Order Form, in effect at the time a fee or charge is due and payable. Payments must be made in advance unless otherwise mutually agreed upon. All payment obligations are non-cancelable and all amounts paid are nonrefundable. Odyssey may require a valid credit card as a condition to signing up for the Service. Customer hereby authorizes Odyssey to charge its credit card or other payment method the fees applicable to Customer’s use of the Service. An authorized License Administrator may add license rights by executing an additional written Order Form and paying the applicable fees. Odyssey reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to Customer, which notice may be provided by email.
- Billing and Renewal. Odyssey charges and collects in advance for use of the Service. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less. Odyssey shall be entitled to withhold performance and discontinue service until all amounts due are paid in full. Odyssey’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States taxes based solely on Odyssey’s income. Customer agrees to provide Odyssey with complete and accurate billing and contact information. This information includes Customer’s legal company name, street address, email address and name and telephone number of an authorized billing contact and License Administrator. Customer agrees to update this information within thirty (30) days of any change to it. If the contact information Customer have provided is false or fraudulent, Odyssey may terminate Customer’s access to the Service in addition to any other legal remedies.
- CUSTOMER DATA AND CONDUCT.
- Customer Logos. Customer grants Odyssey a non-exclusive, worldwide, royalty-free and fully paid license to display Customer’s logos on customer lists that Odyssey may disclose publicly.
- Content and Conduct. Customer represents and warrants that all Customer Data (and the use and distribution thereof via the Service) shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) contain any viruses, worms or other malicious computer programming codes able to damage the Service or any systems that provide the Service; or (d) otherwise violate the rights of a third party.
- Systems Use and Security. Odyssey reserves the right to establish or modify its general rules and limits relating to the storage and processing of Customer Data. Odyssey shall provide reasonable logical and physical security designed to protect the Service and Customer Data. Odyssey generally uses the services of a hosting provider to run the Service, and Odyssey and Customer will rely on the security policies and practices of that provider. The logical and physical security provided by Odyssey will include, but not be limited to (a) a defined security administration practice and process including account and password administration; and (b) ensuring that only authorized Odyssey employees and contractors who have a need for physical access to provide the Service will have such access to the equipment and Customer Data.
- Content Loss. Customer represents and warrants that Customer shall keep and maintain Customer’s own copy of all Customer Data that is provided to the Service and Odyssey. Odyssey is not obligated to back up any Customer Data that is posted on the Service. Odyssey therefore recommends that Customer create backup copies of any Customer Data uploaded to or generated by the Service at Customer’s sole cost and expense. Customer agrees that any use of the Service contrary to or in violation of Customer’s representations and warranties in this section constitutes improper and unauthorized use of the Service. Customer agrees that Odyssey may (but has no obligation to), in Odyssey’s sole discretion, remove or modify any Customer Data which it deems to violate Customer’s representations and warranties. In the event of a loss of Customer Data caused by Odyssey, Odyssey will use commercially reasonable efforts to recover the Customer Data. If Odyssey performs recovery services for a loss of Customer Data not caused by Odyssey, Customer agrees to pay Odyssey’s then-current time and materials rate to recover the Customer Data. The foregoing constitutes Customer’s sole and exclusive remedy for any loss of Customer Data.
- Access to Customer Data On Termination. In the event Customer’s access to the Service is terminated (other than by reason of Customer’s breach), Odyssey will make available to Customer a file of the Customer Data if requested in writing by Customer within thirty (30) days after such termination. Customer agrees and acknowledges that Odyssey has no obligation to retain the Customer Data, and may delete such Customer Data, at any time on or after the thirty-first (31st) day following termination. Odyssey reserves the right to withhold, remove and/or discard Customer Data, without notice, for any breach, including, without limitation, Customer’s non-payment. Upon termination for cause, Customer’s right to access or use Customer Data shall immediately cease, and Odyssey will have no obligation to maintain or provide any Customer Data.
- Odyssey Use of Data. Odyssey collects data about how the Service is used by Customer and other customers (“Usage Data”). Odyssey will use Usage Data and Customer Data solely for the purposes of providing the Service to Customer and for improving the Service. Odyssey will not disclose any Usage Data or Customer Data (even if the same is anonymized or de-identified) to any third party (other than to service providers for the purpose of providing a service to Odyssey or Customer), unless and until Customer has expressly agreed to such disclosure. However, Odyssey may disclose high-level statistics about the Service (based on the aggregate of all or most Usage Data, Customer Data, and Other Customer Data), such as the number and type of customers using the platform, the number projects designed in Odyssey and/or funded via the platform, the total amount of funding required for projects designed in Odyssey, the total number of megawatts of projects designed or tracked via the platform, or the total amount of funds facilitated by the platform.
- Other Customer Use of Customer Data. Third parties (including other customers) will have access to Customer’s organization profile information (which are available for general viewing by all customers of the Service). Customer may share other Customer Data with other customers of the Service. Customer agrees to not use or disclose any customer data of any other customer of the Service (“Other Customer Data”) with any third party without the express written permission of such other customer. Each other customer is an express third party beneficiary of this provision of these Terms; but Odyssey will have no obligation to anyone to enforce this provision. Nothing in these Terms restrict Customer from entering into any agreement (e.g., an NDA) with additional or different terms and conditions with other customers or third parties.
- CUSTOMER INTERACTION.
- Venue. Odyssey does not take part in the interaction between customers using the Service. Odyssey has no obligation to review, does not verify, and does not have any control over any information provided by one customer or user to another and expressly disclaims any warranties with respect to such information. Neither Odyssey nor its affiliates, licensors, and service providers is responsible for the conduct, whether online or offline, of any customer or user of the Service. Customers may contract directly with other customers. Odyssey will not be a party to any investments or contracts between customers.
- Third Party Content. Customer represents and warrants that any Content from any third party that Customer uses or has access to shall not (a) be copied, altered, or redistributed by Customer without the prior written consent of the owner of such Content; or (b) be used in any documents, reports, presentations or publications by Customer without the prior written consent of the owner and/or author of such Content.
- Release. Odyssey expressly disclaims any liability that may arise between customers. In the event that Customer has a dispute with one or more customers or users (including with respect to any Other Customer Data), Customer releases Odyssey (and our officers, directors, agents, investors, service providers, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If Customer is a California resident, Customer hereby waives California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
- Investigations. Odyssey may, but is not obligated to, monitor or review the Site and Content at any time. Without limiting the foregoing, Odyssey shall have the right, in its sole discretion, to remove Content in the Customer Data for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Odyssey does not generally monitor customer activity occurring in connection with the Site or Content, if Odyssey becomes aware of any possible violations by Customer of any provision of the Terms, Odyssey reserves the right to investigate such violations, and Odyssey may, at its sole discretion, immediately terminate Customer’s license to use the Service, or change, alter or remove such Content, in whole or in part, without prior notice to Customer.
- Third-Party Services. The Service may contain information about and links to third-party websites and resources (“Third-Party Sites”) and may include services provided by third parties (“Third-Party Services”) as described on the Service. Customer uses all such Third-Party Sites and Third-Party Services (including all information and links) at its own risk. Odyssey does not monitor or have any control over, and makes no claim or representation regarding Third-Party Sites and Third-Party Services. To the extent links to Third-Party Services are provided by Odyssey, they are provided only as a convenience, and such links do not imply Odyssey’s endorsement, adoption or sponsorship of such Third-Party Site. Odyssey may have a referral relationship with one or more Third-Party Site, through which Odyssey earns fees in connection with purchases Customer makes on the Third-Party Site. Odyssey’s terms and policies do not govern any Third-Party Site. Odyssey expressly disclaims any representations regarding all third-party sites, content, information, products, services and offerings. Odyssey is not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any of the foregoing. If Odyssey makes any Third-Party Service available through the Service, indicates on the Service that such Third-Party Service is subject to additional terms (“Additional Terms”) which may be terms between Customer the Third-Party Service provider), and Customer uses such Third-Party Service, Customer acknowledges that designated Customer Data may be transferred to the Third-Party Service provider (for purposes of providing the Third-Party Service) and agrees to the Additional Terms applicable to such Third-Party Service.
- LIMITED WARRANTY AND DISCLAIMER.
- Limited Warranty. Odyssey warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will materially conform to Odyssey’s then-current documentation for the Service under normal use and circumstances. If Customer notifies Odyssey of a breach of warranty, Odyssey will re-perform the nonconforming service. The foregoing constitutes Customer’s sole and exclusive remedy for any breach of warranty.
- Disclaimer. The limited warranty set forth in these terms is made for Customer’s benefit only. Except as expressly provided in this section and to the maximum extent permitted by applicable law, the Service is, and any Third-Party Services are, provided “as is,” and Odyssey makes no (and hereby disclaims all) warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of merchantability, title, noninfringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the Service (in whole or in part) or any Third-Party Service or other products or services provided to Customer by Odyssey or any third party. Odyssey does not warrant that all errors can be corrected, or that operation of the Service or any Third-Party Service shall be uninterrupted or error-free.
- Internet delays. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Odyssey is not responsible for any delays, delivery failures or other damages resulting from such problems.
- LIMITATION OF LIABILITY.
- Types of Damages. To the extent legally permitted under applicable law, in no event shall Odyssey, or its suppliers or service providers, be liable to Customer for any special, indirect, incidental or consequential damages, including damages or costs due to loss of profits, data, use or goodwill, personal or property damage resulting from or in connection with the Terms or the Service, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Odyssey has been notified of the likelihood of such damages.
- Amount of Damages. In no event will Odyssey’s liability or obligation arising out of or in any way connected to the Service or these Terms exceed the fees paid by Customer to Odyssey during the twelve (12) months immediately preceding the claim. The existence of one or more claims will not increase Odyssey’s liability. In no event shall Odyssey’s suppliers or service providers have any liability arising out of or in any way connected to the Service or these Terms.
- Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Terms entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
- By Odyssey. Odyssey will defend at its expense any suit brought against Customer, and will pay any settlement Odyssey makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Service misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any United States copyright. If any portion of the Service becomes, or in Odyssey’s opinion is likely to become, the subject of a claim of infringement, Odyssey may, at Odyssey’s option: (a) procure for Customer the right to continue using the Service; (b) replace the Service with non-infringing services which do not materially impair the functionality of the Service; (c) modify the Service so that it becomes non-infringing; or (d) terminate the Service and refund any fees actually paid by Customer to Odyssey for the remainder of the License Term then in effect, and upon such termination, Customer will immediately cease all use of the Service. Notwithstanding the foregoing, Odyssey shall have no obligation under this section or otherwise with respect to any infringement claim based upon (w) any use of the Service not in accordance with these Terms or the documentation; (x) Odyssey’s conformance to Customer’s specifications; (y) any use of the Service in combination with other products, equipment, software or Content not supplied by Odyssey; or (z) any modification of the Service by any person other than Odyssey or its authorized agents. This subsection states Customer’s sole and exclusive remedy for infringement claims and actions.
- By Customer. Customer will defend at Customer’s expense any suit brought against Odyssey and will pay any settlement Customer makes or approves or any damages finally awarded in such suit insofar as such suit is based on a claim by any third party based upon, resulting from, or related to Customer Data or any improper or unauthorized use of the Service by Customer or Customer’s Users. This section states the sole and exclusive remedy of Odyssey for such claims and actions.
- Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the following: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
- Term. These Terms shall commence on the date Customer accepts them and shall continue for a period of one (1) year, unless terminated earlier in accordance with the terms herein (the “Initial Term”). These Terms shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless either party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the then current-term. Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and does not cure such breach (if curable) within thirty (30) days after written notice of such breach. Odyssey may also terminate or suspend Customer’s right to use the Service if Odyssey believes Customer is creating problems or possible legal liabilities, if Odyssey believes such action will improve the security of the community or reduce another customer’s exposure to financial liabilities, or if Odyssey believes Customer is infringing the rights of third parties. In addition to terminating or suspending Customer’s account, Odyssey reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after Customer’s right to use the Service is terminated or suspended, these Terms will remain enforceable against Customer.
- Termination by Customer. Customer may terminate these Terms between Customer and Odyssey by (a) notifying Odyssey at any time; and (b) closing Customer’s accounts for the Service.
- Termination by Odyssey. Odyssey may at any time terminate these Terms with Customer if (a) Customer has breached any provision of these Terms (or have acted in a manner that clearly shows Customer does not intend to, or is unable to, comply with these Terms); (b) Odyssey is required to do so by law (for example, where the provision of the Site or Service to Customer is, or becomes, unlawful); (c) the provision of the Service to Customer by Odyssey is, in Odyssey’s opinion, no longer commercially viable; or (d) Odyssey has elected to discontinue the Site or the Service (or any part thereof).
- Effect of Termination. Termination of these Terms between Customer and Odyssey includes: (a) removal of access to all offerings within the Service; (b) deletion of Customer’s password and all related information; and (c) barring of further use of the Service. Upon expiration or termination, Customer shall promptly discontinue use of the Site and the Service, and Customer’s payment obligations will survive (except if Odyssey has terminated the Terms pursuant to subparts “(b)”, “(c)”, or “(d)” in the section titled Termination by Odyssey). However, the sections titled IP Ownership, Payment, Customer Data and Content, Content Loss, Third Party Content, Limited Warranty and Disclaimer, Limitation of Liability, Indemnification, Termination and Miscellaneous of these Terms will survive any termination of the Terms.
- Governing Law and Venue. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Colorado (consistent with the Federal Arbitration Act), without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Odyssey’s principal place of business is located for any lawsuit filed there against Customer by Odyssey arising from or related to these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Service hereunder.
- Dispute Resolution. Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved by the parties, shall be finally settled by arbitration in Denver, Colorado, in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving complex commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive or other equitable relief without recourse to arbitration.
- Export. Customer will not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Odyssey, or any products utilizing such data, in violation of the United States export laws or regulations.
- Local Laws. Odyssey and its suppliers and service providers make no representation that the Service is appropriate or available for use in locations other than the United States. If Customer use the Service from outside the United States, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.
- Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Customer agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the section titled Limited Warranty and Disclaimer.
- Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Remedies. The parties acknowledge that any actual or threatened breach of the section titled License Grant and Restrictions will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
- No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. These Terms shall be binding upon the parties and their respective successors and permitted assigns.
- Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
- Independent Contractors. Customer’s relationship to Odyssey is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Odyssey.
- Notices. Customer is responsible for updating Customer’s data to provide Odyssey with Customer’s most current email address. In the event that the last email address Customer have provided to Odyssey is not valid, or for any reason is not capable of delivering to Customer any notices required by these Terms, Odyssey’s dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described on the notice. Any notice provided to Odyssey pursuant to these Terms should be sent to the Odyssey address specified on the Site.
- Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters.
- Electronic Communications. The communications between Customer and Odyssey use electronic means, whether Customer visits the Site or send Odyssey e-mails, or whether Odyssey posts notices on the Site or communicates with Customer via e-mail. For contractual purposes, Customer (1) consents to receive communications from Odyssey in an electronic form; and (2) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Odyssey provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Customer’s statutory rights.
- FIRST RELEASE.
- Beginning in August, 2017, Odyssey is making the Service available to certain customers on an invitation basis only, for a period determined by Odyssey in its discretion (“First Release Period”). Odyssey will notify Customer when the First Release Period will end.
- During the First Release Period:
- Customer’s account will include an Odyssey staff member, who may assist Customer, on an “as-is” and “as-available” basis with entering information regarding projects into the Service and helping to train Customer’s users in using the Service.
- Odyssey will provide the Service to Customer without any fee.
- Customer will actively use the Service to develop real project plans, and report bugs and provide feedback to Odyssey.
- Customer acknowledges that the Service will have bugs.
Last Modified: October 8, 2019
Procedure for Making Claims of Copyright Infringement.
It is Odyssey’s policy to terminate privileges of any customer who repeatedly infringes copyright upon prompt notification to Odyssey by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Odyssey Properties in a way that constitutes copyright infringement, please provide Odyssey’s Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Site of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) 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. Contact information for Odyssey’s Copyright Agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of Copyright Agent].