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THIS TERMS OF USE AGREEMENT (“AGREEMENT” OR “TERMS OF USE”) BETWEEN USER AND HARTIGEN SOLUTIONS, LLC (“PARTY” SINGULARLY OR “PARTIES” COLLECTIVELY) GOVERNS YOUR ACCESS TO AND USE OF THE SEEM PLATFORM. BY [clicking the box/signing below] INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BECAUSE THIS AGREEMENT IS SUBJECT TO CHANGE AND YOU WILL BE BOUND BY SUCH CHANGES, YOU SHOULD PERIODICALLY REVIEW THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT ACCESS OR USE THE SEEM PLATFORM.
SCOPE
Hartigen Solutions, LLC (“Hartigen” or “us”) creates, maintains, and operates software, websites, services, and products (collectively “SEEM Platform”) for Member(s) and Additional Member(s) (collectively “Clients”) of the Southeast Energy Exchange Market as those terms are defined in the Southeast Energy Exchange Market Agreement, effective December 28, 2020.
In addition to Member(s) and Additional Member(s), access to the SEEM Platform is offered to certain participants or users (“User” or “You” or “Your”) conditioned on Your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the SEEM Platform constitutes Your agreement to all such terms, conditions, and notices. This Agreement is effective as of the date that You first accept this Agreement by logging in to the SEEM Platform.
For the purposes of this Agreement, the term “User” or “You” or “Your” expressly excludes any Member(s) or Additional Member(s) as those terms are defined in the Southeast Energy Exchange Market Agreement, effective December 28, 2020.
MODIFICATIONS OF THESE TERMS OF USE
Hartigen reserves the right to change the terms, conditions, and notices under which the SEEM Platform is offered. Such modifications will be effective immediately upon posting the modifications on the SEEM Platform. You agree to review the Terms of Use periodically to be aware of such modifications and Your continued use of the SEEM Platform subsequent to the modifications constitutes Your acceptance of the Terms of Use Agreement as it appears at the time of Your use.
SECURITY
Security of any data You submit via this site is very important to us. This site uses encryption technology, and we periodically review our security practices to help ensure that Your data is maintained securely. However, no system can perfectly guard against risks of intentional intrusion or inadvertent disclosure of information sent to us. Moreover, when You transmit information via the Internet, Your information will be transmitted over a medium that is beyond our control, and therefore the security of the transmission may be compromised before it reaches us. Accordingly, Hartigen makes no guarantee as to confidentiality or security. IN ADDITION, YOU HEREBY EXPRESSLY AND SOLELY ASSUME THE RISK OF ANY UNAUTHORIZED DISCLOSURE OR INTENTIONAL INTRUSION, OR OF ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH YOUR USE OF THE SEEM PLATFORM. Your user name and password should be kept confidential. Failure to do so may also compromise the confidentiality of Your information. If You believe that Your user name or password has been compromised, You must contact Hartigen promptly.
NO WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE SEEM PLATFORM AND ANY SERVICES, CONTENT OR INFORMATION CONTAINED ON OR PROVIDED BY THE SEEM PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE INFORMATION, SOFTWARE PRODUCTS, AND SERVICES AVAILABLE THROUGH OR INCLUDED IN THE SEEM PLATFORM MAY INCLUDE INACCURACIES OR ERRORS. HARTIGEN DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, AND EXPRESSLY DISCLAIMS THE SAME, (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE) WITH REGARD TO THE WEBSITE OR ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SEEM PLATFORM. HARTIGEN MAKES NO WARRANTY OR REPRESENTATION OF ACCURACY, TIMELINESS, SUITABILITY, RELIABILITY, OR AVAILABILITY OF ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS CONTAINED ON THE SEEM PLATFORM. HARTIGEN DOES NOT WARRANT OR REPRESENT THAT THE SEEM PLATFORM WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SEEM PLATFORM AND ITS SERVERS WILL BE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT THE SEEM PLATFORM CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. IN ADDITION, HARTIGEN DOES NOT GUARANTEE THAT USE OF THE SEEM PLATFORM WILL BE FREE FROM TECHNOLOGICAL DIFFICULTIES INCLUDING, BUT NOT LIMITED TO, UNAVAILABILITY OF INFORMATION, DOWNTIME, SERVICE DISRUPTIONS, VIRUSES OR WORMS. YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROTECTIONS, PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS.
LIMITATION OF LIABILITY
THE USE OF THIS SERVICE IS ENTIRELY AT YOUR OWN RISK, AND IN NO EVENT SHALL HARTIGEN BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ANY OTHER MONETARY OR OTHER DAMAGES, FEES, FINES, PENALTIES, OR LIABILITIES ARISING OUT OF OR RELATING IN ANY WAY TO THE SEEM PLATFORM, OR SITES ACCESSED THROUGH THIS WEBSITE, AND/OR CONTENT OR INFORMATION PROVIDED HEREIN EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ASSOCIATED WITH: (i) loss of goodwill, profits, Your Submission, or other data, or other such losses; (ii) Your use or inability to use the SEEM Platform, any unauthorized use of the SEEM Platform, or any function of the SEEM Platform or failure of the SEEM Platform to function; (iii) any use of information pertaining to You or Your business that is accessed or used by third parties accessing the SEEM Platform; (iv) Your reliance on the SEEM Platform content; (v) damage to Your computer equipment or other property on account of Your access to or use of the SEEM Platform or Your downloading of information from the SEEM Platform; (vi) the provision of or failure to provide any service through the SEEM Platform; (vii) errors or inaccuracies in the Hartigen content, technology, or any advertising or other information, software, products, services, and related graphics used, viewed, or obtained through the SEEM Platform; or (viii) any property loss including damage to Your computer or computer system caused by viruses or other malicious code encountered during or on account of access to or use of the SEEM Platform or any third-party website linked to the SEEM Platform. These limitations of liability shall apply regardless of the form of action, whether based in contract, negligence, strict liability, other tort, or otherwise, and even if Hartigen or its Clients have been advised of the possibility of any particular damages. To the extent You allege or assert any damages associated with Your Portal which are not excluded by the foregoing, then Hartigen’ liability (and that of its agents, licensors, Clients or service providers) for such damages SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO A HARTIGEN CLIENT FOR USE OF THE SEEM PLATFORM PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION. You hereby release Hartigen and its Clients from all obligations, liability, claims, or demands in excess of this limitation. The Parties acknowledge that each of them relied upon the inclusion of this limitation in consideration of entering into this Agreement. HARTIGEN’S ENTIRE LIABILITY IS SET FORTH IN THIS SECTION. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SEEM PLATFORM IS TO STOP USING THE SERVICE.
USER AGREEMENTS
You agree, and expressly warranty and represent that You will not:
LINK TO THIRD PARTY SITES
The SEEM Platform may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Hartigen and Hartigen is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Hartigen is not responsible for webcasting, or any other form of transmission received from any Linked Site. Hartigen is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by Hartigen of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of Your use of the SEEM Platform, You warrant and represent to Hartigen that You will not use the SEEM Platform for any purpose that is unlawful, or prohibited by these terms, conditions, and notices. You may not use the SEEM Platform in any manner which could damage, disable, overburden, or impair the SEEM Platform or interfere with any other Party’s use and enjoyment of the SEEM Platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for Your use through the SEEM Platform.
The computer servers storing the SEEM Platform are located in the United States. You should not transfer any data onto the SEEM Platform from another country if to do so would violate any privacy, data transfer, or data protection laws of the United States or such other country. You agree that You are responsible for complying with applicable privacy, data transfer, and data security laws, and You agree to abide by such laws in connection with Your use of the SEEM Platform.
MATERIALS PROVIDED TO HARTIGEN OR POSTED ON THE SEEM PLATFORM
Hartigen does not claim ownership of the materials You provide to Hartigen (including feedback and suggestions) or post, upload, input or submit to the SEEM Platform or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing, or submitting Your Submission you are granting Hartigen, and affiliated companies and necessary sublicensees a non-exclusive, perpetual, and royalty-free license to use Your Submission in connection with the operation of their businesses and the SEEM Platform.
No compensation will be paid with respect to the use of Your Submission, as provided herein. Hartigen is under no obligation to post or use any Submission You may provide and may remove any Submission at any time from the SEEM Platform in Hartigen’s sole discretion.
By posting, uploading, inputting, providing, or submitting Your Submission You warrant and represent that You own or otherwise control all of the rights to Your Submission as described in this section including, without limitation, all the rights necessary for You to provide, post, upload, input or submit the Submissions.
INTELLECTUAL PROPERTY
Except as expressly set forth herein, Hartigen and its Clients (and its licensors, as applicable) retains all intellectual property rights relating to the SEEM Platform and all components thereof. You shall not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement does not convey to You any rights of ownership in or related to the SEEM Platform or any intellectual property contained therein.
TERMINATION/ACCESS RESTRICTION
Hartigen reserves the right, in its sole discretion, to terminate Your access to the SEEM Platform and the related services or any portion thereof at any time, without notice. In the event of a breach of this Agreement, in addition to any other legal remedies available, Hartigen and its Clients have the right to seek injunctive or other equitable relief without any requirement for the posting of any security or bond.
The “No Warranties,” “Indemnifications,” “Limitation of Liability” and “Jurisdiction” sections of this Agreement, and any provision of this Agreement that by its nature should survive, shall survive any expiration or termination of this Agreement.
INDEMNIFICATION
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS HARTIGEN, ITS AGENTS, LICENSORS, CLIENTS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES, AND THEIR PAST AND PRESENT OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, RESULTING FROM YOUR (INCLUDING YOUR EMPLOYEES AND AGENTS OR ANYONE USING YOUR USER NAMES OR PASSWORDS) (1) BREACH OF ANY PROVISION OF THIS AGREEMENT, INCLUDING ANY WARRANTY YOU PROVIDE HEREIN, (2) NEGLIGENCE OR INTENTIONAL MISCONDUCT, (3) TRANSMISSION OF ANY VIRUSES, TROJAN HORSES OR OTHER HARMFUL BUGS OR PROGRAMS, OR (4) OTHERWISE RESULTING IN ANY WAY FROM YOUR USE OF THE SEEM PLATFORM. WITHOUT LIMITING THE FOREGOING, YOU AGREE TO INDEMNIFY AND HOLD HARTIGEN AND ITS CLIENTS HARMLESS FROM ANY COSTS OR EXPENSES THAT HARTIGEN MAY SUSTAIN AS A RESULT OF THE PRIVACY, DATA TRANSFER, AND DATA PROTECTION LAWS OF THE UNITED STATES OR ANY OTHER COUNTRY, WITH RESPECT TO ANY SUBMISSIONS PLACED BY YOU OR UNDER YOUR USERNAME TO THE SEEM PLATFORM. YOU HEREBY RELEASE AND DISCHARGE HARTIGEN AND ITS CLIENTS FROM ALL CLAIMS, DEMANDS AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO ANY UNAUTHORIZED ACCESS TO OR USE OF THE SEEM PLATFORM OR ANY INACCURACY, ERRORS OR OMISSIONS CONTAINED IN THE SEEM PLATFORM OR ANY INFORMATION CONTAINED IN OR DISPLAYED THROUGH THE SEEM PLATFORM. YOU AGREE NOT TO SETTLE ANY SUCH CLAIM WITHOUT HARTIGEN’S PRIOR WRITTEN CONSENT. HARTIGEN RESERVES THE RIGHTS TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND IN SUCH CASE, YOU AGREE TO COOPERATE WITH HARTIGEN’S DEFENSE OF SUCH CLAIM.
JURISDICTION
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to the principles of Conflicts of Laws). The Parties hereto agree that all actions or proceedings arising in connection with this License Agreement, or any attachments thereto, shall be conducted, tried, and litigated exclusively in the State and Federal courts located in the County of Newcastle, State of Delaware. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the Parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of New Castle, State of Delaware shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.
GENERAL
Use of the SEEM Platform is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between You and Hartigen as a result of this Agreement or use of the SEEM Platform. Hartigen’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Hartigen’s right to comply with governmental, court and law enforcement requests or requirements relating to Your use of the SEEM Platform or information provided to or gathered by Hartigen with respect to such use. The terms and conditions of this Agreement, express or implied, exist only for the benefit of the Parties to this Agreement and their respective successors and permitted assigns. No other person or entity will be deemed to be a third-party beneficiary of this Agreement; provided, however, that Clients of Hartigen have the right to enforce the terms of this Agreement to the extent it pertains to protection of confidential information or other proprietary rights of such Clients. Unless otherwise specified herein, this Agreement constitutes the entire Agreement between the User and Hartigen with respect to using the SEEM Platform and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the User and Hartigen with respect to using the SEEM Platform. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADMARK NOTICES:
The content and design of portions of the SEEM Platform is protected by U.S. and international copyright laws, Copyright 2022 by Hartigen Solutions, LLC.
Any rights not expressly granted herein are reserved.
SERVICE CONTACT: support@hartigen.com
By checking this box you agree to the SEEM Platform Terms of Use Agreement