This Clean Power Research End-User License Agreement (“EULA”) is a legal agreement between you (either an individual, company, or other entity) and Clean Power Research, LLC for the Clean Power Research software product identified above, which includes computer software and may include “online” or electronic documentation (“SOFTWARE PRODUCT” or “SOFTWARE”). By using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not use the SOFTWARE PRODUCT. This Agreement may be updated and posted on the Internet at https://www.cleanpower.com/license without notice.
SOFTWARE PRODUCT LICENSE. The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
- GRANT OF LICENSE.This EULA grants you the following non-exclusive rights:
- Software Product. You may use the licensed SOFTWARE PRODUCT to: 1) calculate estimated economic impact of purchasing and installing solar systems, or 2) to manage interconnection or incentive programs including with external users outside of your organization as defined by the SOFTWARE PRODUCT documentation and/or specific work statements developed in conjunction with Clean Power Research.
- COPYRIGHT. All rights, title, and copyrights in and to the SOFTWARE PRODUCT (including, but not limited to, any images, photographs, animations, video, audio, text, source code and “applets” incorporated into the SOFTWARE PRODUCT) and any copies of the SOFTWARE PRODUCT are owned by Clean Power Research. You may not copy the materials accompanying the SOFTWARE PRODUCT.
- DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
- Limitations on Reverse-Engineering, Decompilation, and Disassembly. You may not reverse-engineer, decompile, or disassemble the SOFTWARE PRODUCT, nor make use of any source code which may become available to you except as permitted in the GRANT OF LICENSE and except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
- Resale and Rental. You may not resell, rent or lease the SOFTWARE PRODUCT without written permission from Clean Power Research.
- License Expiration. The SOFTWARE PRODUCT license must be renewed monthly, quarterly or annually (depending upon the payment terms) or it will expire and you will no longer have access to the software. There may be an additional setup fee when the license is renewed if the license is allowed to expire.
- Software Transfer. The SOFTWARE PRODUCT license is non-transferable.
- Termination. Without prejudice to any other rights, Clean Power Research may terminate this EULA if (i) you fail to comply with the terms and conditions of this EULA or (ii) Clean Power Research ceases to license the SOFTWARE PRODUCT in which case Clean Power Research will give you a 60-day notice and will continue to support the SOFTWARE PRODUCT for 60 days or the end of the currently licensed 90-day billing period whichever comes later. If either event occurs, you must cease to use the SOFTWARE PRODUCT.
- EXPORT RESTRICTIONS. You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit (a) the SOFTWARE PRODUCT or related documentation and technical data, or (b) your Application as described in Section 1 of this EULA (or any part thereof), or process, or service that is the direct product of the SOFTWARE PRODUCT to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.
- U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Clean Power Research, LLC / 10604 NE 38th Pl. Suite 100 / Kirkland, WA 98033.
- NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEAN POWER RESEARCH EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.
- NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLEAN POWER RESEARCH OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THIS CLEAN POWER RESEARCH PRODUCT, EVEN IF CLEAN POWER RESEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- SEVERABILITY. If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision.
- MISCELLANEOUS. This EULA is governed by the laws of the State of California.
Should you have any questions concerning this EULA, or if you desire to contact Clean Power Research for any reason, please write to:
Clean Power Research, LLC
10604 NE 38th Pl., Suite 100
Kirkland, WA 98033