EnergyWindow, Inc.: Member Agreement

This Member Agreement (this "Agreement") describes the terms and conditions applicable to your and your company's ("Member") use of our services at EnergyWindow contained in the Internet site on the World Wide Web, located at http://www.energywindow.com ("Web Site"). By using EnergyWindow, you accept the terms and conditions of this Agreement on behalf of yourself and your company. If you do not accept these terms and conditions or have any questions, please contact info@energywindow.com. This Agreement may not be otherwise amended except in writing, signed by both parties.

Membership; Registration. EnergyWindow's services are available only to individuals, corporations or other business entities that have agreed to the terms of this Agreement and have provided the information requested on the Membership Registration Form and that are legally permitted to enter into contracts for the sale of goods or services under applicable law. Should additional information be required, EnergyWindow may at its discretion grant full membership, reject membership or approve membership subject to offer limits. EnergyWindow through its approval process makes no assertions regarding a member to other members.
Standard Terms and Fees. All members are subject to EnergyWindow's standard terms included in this Agreement and the fees available on the EnergyWindow Web Site. Member will be eligible to receive terms and fees no less favorable than any other member.
Fees and Commissions. Upon notification of winners of each successful auction or exchange, Members agree to pay the fees ("Fees") according to the Fee schedules available at https://auction.energywindow.com/fees.shtml and incorporated herein by this reference. EnergyWindow will notify Member of increases in fees at least seven (7) business days prior to the effective date of such change. Changes to fees or fee structure will apply only to new auctions initiated after the notification period. No fee changes will be applied retroactively to requests or bids already active.
EnergyWindow is Only a Venue. EnergyWindow acts as the venue for our members to conduct auctions and to bid on other members' auctions. The actual transaction occurs between buyers and sellers. We have no control over and are not responsible for the quality, safety, legality or condition of the goods or services advertised, the truth or accuracy of the listings (or associated uploaded files) or the ability or capacity of any buyer or seller to participate in the transactions. We cannot and do not control whether sellers will complete the sale of items on which they have bid or buyers will complete the purchase of items that they have posted. In addition, Member acknowledges that it is aware that it may face additional risks of dealing with foreign nationals or people acting under false pretense. EnergyWindow has established a rating system, discussion forum, quality checks and a feedback system to help members better evaluate the buyers and sellers on the EnergyWindow web site. However, such systems are not foolproof, so EnergyWindow encourages members to act with due care and to use the contact information provided to communicate directly with trading partners to assist in evaluating the parties to each transaction.

Member hereby agrees to release EnergyWindow (and its agents, employees, officers and directors) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with listings, bids, uncompleted or completed transactions, or items offered or actually sold through the web site.

Although EnergyWindow is not responsible for the accuracy, legality or decency of information or content contained on, distributed through, or linked, downloaded or accessed from any of the services contained in this web site, EnergyWindow will use reasonable commercial efforts to require that Members act professionally and responsibly. We reserve the right to take down any information that we deem unprofessional or irresponsible. However, any reliance by Member on such information, content or other materials shall be at Member's sole risk.

Bidding and Selling. Members agree to negotiate in good faith towards agreement after completion of an auction or exchange at the price submitted in the bid, subject to customary business and credit checks. The winning bidder must contact the buyer within three (3) business days after the close of the auction. EnergyWindow will send an e-mail to the buyer and the winning bidder notifying each party that the auction has closed, along with a reminder that the winning bidder is responsible for contacting the buyer within three (3) days. If the winning bidder fails to contact the buyer within (3) business days after the close of the auction, the buyer may decide to buy from the next lowest bidder.

EnergyWindow does not verify, warrant or guarantee the condition of any goods or services offered for sale by any member. All goods and services are sold as specified in the auction description. Any complaints or problems with services should be addressed to the seller. EnergyWindow is not involved in these or other disputes between buyers and sellers other than to provide each party, upon request, with the contact information of the other party. Neither Member nor EnergyWindow will be responsible for any bids "lost" due to technical problems or service interruptions beyond EnergyWindow's reasonable control. Bids are not retractable except in exceptional circumstances such as clear typographical errors.

Whenever Member chooses to bid on an item, you are certifying that (i) Member has the legal right in its jurisdiction to sell those goods or services; (ii) the sale of such goods or services is not subject to any United States or United Nations embargo or ban; and (iii) Member has disclosed all restrictions, laws or regulations regarding the sale of such item. Each auction is independent and subject to any additional terms and conditions established by the buyer. Because buyers are free to control the qualifying criteria for bidders to participate in their auctions, certain auctions on EnergyWindow might not be available to every seller.

Listing and Buying. Listings are descriptions of goods or services requested in an auction appearing on EnergyWindow's web site supplied by a Member. Member is solely responsible for all goods and services requested and for the information posted by it regarding such goods or services. Member may not post false or misleading information regarding goods or services requested for purchase or offered for sale. Member agrees to negotiate in good faith towards agreement after completion of an auction or exchange at the price submitted in the bid if Member receives one or more bids at or below the stated maximum or reserve price in an open auction. Whenever a buyer lists a request for purchase, that buyer certifies that (i) it has the legal right in its jurisdiction to purchase the goods or services listed; (ii) the purchase of such goods or services is not subject to any United States or United Nations embargo or ban; and (iii) it has disclosed all restrictions, laws or regulations regarding the purchase of such goods or services. Member may not post listings for any illegal goods or services. EnergyWindow reserves the right to refuse to post any listing for bids for any of the foregoing reasons.
Company Information. Company information includes any information provided by Member or Member's employees or agents during the registration, bidding or listing process, in any public message area or through any e-mail feature, to EnergyWindow or to other users (collectively, "Company Information"). With respect to Company Information:

7.1 Member is solely responsible for all Company Information, and EnergyWindow acts as a passive conduit for online distribution and publication of Company Information. EnergyWindow may take reasonable remedial actions with respect to such information (including disclosure to third parties) if EnergyWindow is required by law or believes it is necessary to prevent damage to or loss of our service or liability with respect to other parties.

7.2 Information posted in requests shall not: (a) infringe any third party's proprietary or intellectual property rights; (b) violate any law, statute, ordinance or regulation; (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) be obscene, pornographic or indecent; (e) contain any computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (f) link directly to or include descriptions of goods or services that: (i) are identical to other goods or services Member has up for auction on the EnergyWindow site; (ii) are concurrently listed for auction on a web site other than EnergyWindow's; or (iii) Member does not have a right to link to or include.

7.3 So that EnergyWindow may deliver the EnergyWindow services pursuant to this Agreement without violating any rights the Member might have in the Company Information, Member hereby grants EnergyWindow a limited, non-exclusive, worldwide, royalty-free license to the Company Information solely for the purpose of operating EnergyWindow's Web Site to provide the EnergyWindow Services. EnergyWindow will only use Company Information in accordance with the EnergyWindow Privacy Policy (as defined below).

No Price Manipulation. Members may not manipulate the price of goods and services requested for purchase or offered for sale.
System Integrity; Passwords. Member may not interfere or attempt to interfere with the proper working of the EnergyWindow web site or any auction being conducted on the EnergyWindow web site. Member may not take any action that imposes an unreasonable or disproportionately large load (such as uploading large files) on the EnergyWindow web site infrastructure. Member may not disclose to or share passwords with any unauthorized third parties or use such passwords for any unauthorized purpose.
Feedback. Member is encouraged to participate in EnergyWindow's feedback system, which involves posting comments that members offer about other members. Member agrees to abide by EnergyWindow's feedback rules and not to take any actions that may undermine the integrity of EnergyWindow's feedback system. Feedback rules, as they may be amended from time to time, are posted on our web site, and incorporated herein by reference. If Member receives repeated justifiable negative comments from other Members, EnergyWindow reserves the right to revoke Member's membership. Failure to consummate a transaction without a justifiable reason may be treated as a negative comment.
Requests. Member may request information or quotations from other members. An information request may not contain any prices, other financial information usable in a transaction between the disclosing member and the member receiving the information or information from which a member could determine such information. A quotation request is a request for the price of a specific product or service.
Service Partners. As a convenience to our members, and only upon written or email consent of the Member, EnergyWindow may suggest various service partners that provide metering, billing, inspection, financial, shipping, insurance and other services, and EnergyWindow may, from time to time, provide access to these services directly from the EnergyWindow web site. Any arrangement between a member and a service partner is solely between those parties and does not involve EnergyWindow. EnergyWindow plays no part in pricing decisions pertaining to such services or in any negotiations between members and service partners pertaining to providing such services. EnergyWindow may, however, receive a commission from service partners based on the provision of such services to members. EnergyWindow will disclose any such relationships to members.
Advertising. EnergyWindow will not post or permit banner advertising for organizations or services that might be in competition with Member or Member services without Member's permission.
Breach. EnergyWindow operates on the premise that its members are and will be professional, courteous and trustworthy and will act in good faith. EnergyWindow may terminate Member's membership and any of Member's current auctions if (i) Member materially breaches this Agreement; (ii) EnergyWindow reasonably believes that Member has violated or attempted to violate the rights of others; or (iii) EnergyWindow is unable to verify or authenticate any material information Member provides to EnergyWindow. In the event EnergyWindow terminates Member's membership under this Section, EnergyWindow will not provide any refunds of any commissions or other amounts for which services have already been provided.
Privacy. EnergyWindow's privacy policy (the "Privacy Policy") as it may be amended from time to time, is available on the EnergyWindow site, and is incorporated herein by reference. A copy of the current Privacy Policy is attached to this Agreement as Exhibit A. EnergyWindow reserves the right to amend the Privacy Policy in our sole discretion. Member will be notified of any changes to the Privacy Policy.
Warranty; Disclaimers. EnergyWindow will use reasonable commercial efforts to provide the EnergyWindow services in a professional, reliable and secure manner. EXCEPT AS PROVIDED ABOVE, ENERGYWINDOW PROVIDES THE ENERGYWINDOW WEB SITE AND ITS SERVICES "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. ENERGYWINDOW SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limit of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SERVICES, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MEMBER AGREES THAT ENERGYWINDOW SHALL NOT BE RESPONSIBLE OR LIABLE TO MEMBER OR ANYONE ELSE FOR THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH ENERGYWINDOW'S WEB SITE OR SERVICES.

ENERGYWINDOW'S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES MEMBER PAYS TO ENERGYWINDOW FOR THE AFFECTED TRANSACTION.

General Compliance with Laws. Each party agrees to comply with all applicable laws regarding use or provision of the EnergyWindow services and Member bidding on, listing, purchase and sale of goods or services.
Corporate Authority. If the individual accepting this agreement accepts the Agreement on behalf of another entity, then that individual warrants and represents that he or she is authorized on behalf of the entity that is applying for membership and has the corporate power to bind the corporation to this agreement.
Users. Member is responsible for all agents acting or purporting to act on Member's behalf. Member is responsible for the actions and statements of all users who access the EnergyWindow web site using Member's membership ID. Such users will be deemed to be agents of Member. Member agrees that prior to permitting any and all agents to use the services of EnergyWindow, each such agent will first acknowledge the terms of this Agreement and agree to be bound by them.
No Agency. Member and its agents, on the one hand, and EnergyWindow, on the other hand, are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
No Assignment, Resale or Unauthorized Commercial Use. Member's membership belongs only to Member, and is based on a detailed analysis that might not be applicable to another organization. Member agrees not to resell, assign or transfer its rights or obligations under this Agreement. Member also agrees not to make any unauthorized commercial use of EnergyWindow's web site or services.
Others' Information. Member agrees not to make use of or disclose to third parties any other user's information received by Member from the EnergyWindow site other than as necessary to participate in an EnergyWindow auction. The preceding obligation does not apply to other user's information that is publicly available or available from sources other than the EnergyWindow Web Site.
Additional Rules of Etiquette. Member will not, when using EnergyWindow web site, (i) threaten, defame or spread false information about another member; (ii) bid under a false name or account or misrepresent Member; (iii) engage in extortive behavior; (iv) use the EnergyWindow web site to send unsolicited commercial e-mail ("spam"); (v) use violent, racist, sexist, homophobic or other hateful language.
Notices. Except as explicitly stated otherwise in this Agreement, any notices shall be given by e-mail to customer.support@energywindow.com (in the case of EnergyWindow) or to the e-mail address Member provides to EnergyWindow during the registration process (in Member's case), or such other address as either party shall specify or by commercial courier service or by certified mail, postage prepaid and return receipt requested, to the address provided to EnergyWindow during the registration process.
General. This Agreement shall be governed in all respects by the laws of the State of Colorado, United States of America. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Any failure by EnergyWindow to act with respect to a breach by Member or others does not waive EnergyWindow's right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
Disclosures. The services hereunder are offered by EnergyWindow, Inc., located at 1900 Folsom Street - Suite 207, Boulder, Colorado 80302-5713.

If you would like to receive e-mail notices of amendments to this agreement, click on "Yes" under "Do you wish to join our mailing list?" on the registration or update registration page.



EnergyWindow, Inc.: Member Agreement This Member Agreement (this "Agreement") describes the terms and conditions applicable to your and your company's ("Member") use of our services at EnergyWindow contained in the Internet site on the World Wide Web, located at http://www.energywindow.com ("Web Site"). By using EnergyWindow, you accept the terms and conditions of this Agreement on behalf of yourself and your company. If you do not accept these terms and conditions or have any questions, please contact info@energywindow.com. This Agreement may not be otherwise amended except in writing, signed by both parties. Membership; Registration. EnergyWindow's services are available only to individuals, corporations or other business entities that have agreed to the terms of this Agreement and have provided the information requested on the Membership Registration Form and that are legally permitted to enter into contracts for the sale of goods or services under applicable law. Should additional information be required, EnergyWindow may at its discretion grant full membership, reject membership or approve membership subject to offer limits. EnergyWindow through its approval process makes no assertions regarding a member to other members. Standard Terms and Fees. All members are subject to EnergyWindow's standard terms included in this Agreement and the fees available on the EnergyWindow Web Site. Member will be eligible to receive terms and fees no less favorable than any other member. Fees and Commissions. Upon notification of winners of each successful auction or exchange, Members agree to pay the fees ("Fees") according to the Fee schedules available at https://auction.energywindow.com/fees.shtml and incorporated herein by this reference. EnergyWindow will notify Member of increases in fees at least seven (7) business days prior to the effective date of such change. Changes to fees or fee structure will apply only to new auctions initiated after the notification period. No fee changes will be applied retroactively to requests or bids already active. EnergyWindow is Only a Venue. EnergyWindow acts as the venue for our members to conduct auctions and to bid on other members' auctions. The actual transaction occurs between buyers and sellers. We have no control over and are not responsible for the quality, safety, legality or condition of the goods or services advertised, the truth or accuracy of the listings (or associated uploaded files) or the ability or capacity of any buyer or seller to participate in the transactions. We cannot and do not control whether sellers will complete the sale of items on which they have bid or buyers will complete the purchase of items that they have posted. In addition, Member acknowledges that it is aware that it may face additional risks of dealing with foreign nationals or people acting under false pretense. EnergyWindow has established a rating system, discussion forum, quality checks and a feedback system to help members better evaluate the buyers and sellers on the EnergyWindow web site. However, such systems are not foolproof, so EnergyWindow encourages members to act with due care and to use the contact information provided to communicate directly with trading partners to assist in evaluating the parties to each transaction. Member hereby agrees to release EnergyWindow (and its agents, employees, officers and directors) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with listings, bids, uncompleted or completed transactions, or items offered or actually sold through the web site. Although EnergyWindow is not responsible for the accuracy, legality or decency of information or content contained on, distributed through, or linked, downloaded or accessed from any of the services contained in this web site, EnergyWindow will use reasonable commercial efforts to require that Members act professionally and responsibly. We reserve the right to take down any information that we deem unprofessional or irresponsible. However, any reliance by Member on such information, content or other materials shall be at Member's sole risk. Bidding and Selling. Members agree to negotiate in good faith towards agreement after completion of an auction or exchange at the price submitted in the bid, subject to customary business and credit checks. The winning bidder must contact the buyer within three (3) business days after the close of the auction. EnergyWindow will send an e-mail to the buyer and the winning bidder notifying each party that the auction has closed, along with a reminder that the winning bidder is responsible for contacting the buyer within three (3) days. If the winning bidder fails to contact the buyer within (3) business days after the close of the auction, the buyer may decide to buy from the next lowest bidder. EnergyWindow does not verify, warrant or guarantee the condition of any goods or services offered for sale by any member. All goods and services are sold as specified in the auction description. Any complaints or problems with services should be addressed to the seller. EnergyWindow is not involved in these or other disputes between buyers and sellers other than to provide each party, upon request, with the contact information of the other party. Neither Member nor EnergyWindow will be responsible for any bids "lost" due to technical problems or service interruptions beyond EnergyWindow's reasonable control. Bids are not retractable except in exceptional circumstances such as clear typographical errors. Whenever Member chooses to bid on an item, you are certifying that (i) Member has the legal right in its jurisdiction to sell those goods or services; (ii) the sale of such goods or services is not subject to any United States or United Nations embargo or ban; and (iii) Member has disclosed all restrictions, laws or regulations regarding the sale of such item. Each auction is independent and subject to any additional terms and conditions established by the buyer. Because buyers are free to control the qualifying criteria for bidders to participate in their auctions, certain auctions on EnergyWindow might not be available to every seller. Listing and Buying. Listings are descriptions of goods or services requested in an auction appearing on EnergyWindow's web site supplied by a Member. Member is solely responsible for all goods and services requested and for the information posted by it regarding such goods or services. Member may not post false or misleading information regarding goods or services requested for purchase or offered for sale. Member agrees to negotiate in good faith towards agreement after completion of an auction or exchange at the price submitted in the bid if Member receives one or more bids at or below the stated maximum or reserve price in an open auction. Whenever a buyer lists a request for purchase, that buyer certifies that (i) it has the legal right in its jurisdiction to purchase the goods or services listed; (ii) the purchase of such goods or services is not subject to any United States or United Nations embargo or ban; and (iii) it has disclosed all restrictions, laws or regulations regarding the purchase of such goods or services. Member may not post listings for any illegal goods or services. EnergyWindow reserves the right to refuse to post any listing for bids for any of the foregoing reasons. Company Information. Company information includes any information provided by Member or Member's employees or agents during the registration, bidding or listing process, in any public message area or through any e-mail feature, to EnergyWindow or to other users (collectively, "Company Information"). With respect to Company Information: 7.1 Member is solely responsible for all Company Information, and EnergyWindow acts as a passive conduit for online distribution and publication of Company Information. EnergyWindow may take reasonable remedial actions with respect to such information (including disclosure to third parties) if EnergyWindow is required by law or believes it is necessary to prevent damage to or loss of our service or liability with respect to other parties. 7.2 Information posted in requests shall not: (a) infringe any third party's proprietary or intellectual property rights; (b) violate any law, statute, ordinance or regulation; (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) be obscene, pornographic or indecent; (e) contain any computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (f) link directly to or include descriptions of goods or services that: (i) are identical to other goods or services Member has up for auction on the EnergyWindow site; (ii) are concurrently listed for auction on a web site other than EnergyWindow's; or (iii) Member does not have a right to link to or include. 7.3 So that EnergyWindow may deliver the EnergyWindow services pursuant to this Agreement without violating any rights the Member might have in the Company Information, Member hereby grants EnergyWindow a limited, non-exclusive, worldwide, royalty-free license to the Company Information solely for the purpose of operating EnergyWindow's Web Site to provide the EnergyWindow Services. EnergyWindow will only use Company Information in accordance with the EnergyWindow Privacy Policy (as defined below). No Price Manipulation. Members may not manipulate the price of goods and services requested for purchase or offered for sale. System Integrity; Passwords. Member may not interfere or attempt to interfere with the proper working of the EnergyWindow web site or any auction being conducted on the EnergyWindow web site. Member may not take any action that imposes an unreasonable or disproportionately large load (such as uploading large files) on the EnergyWindow web site infrastructure. Member may not disclose to or share passwords with any unauthorized third parties or use such passwords for any unauthorized purpose. Feedback. Member is encouraged to participate in EnergyWindow's feedback system, which involves posting comments that members offer about other members. Member agrees to abide by EnergyWindow's feedback rules and not to take any actions that may undermine the integrity of EnergyWindow's feedback system. Feedback rules, as they may be amended from time to time, are posted on our web site, and incorporated herein by reference. If Member receives repeated justifiable negative comments from other Members, EnergyWindow reserves the right to revoke Member's membership. Failure to consummate a transaction without a justifiable reason may be treated as a negative comment. Requests. Member may request information or quotations from other members. An information request may not contain any prices, other financial information usable in a transaction between the disclosing member and the member receiving the information or information from which a member could determine such information. A quotation request is a request for the price of a specific product or service. Service Partners. As a convenience to our members, and only upon written or email consent of the Member, EnergyWindow may suggest various service partners that provide metering, billing, inspection, financial, shipping, insurance and other services, and EnergyWindow may, from time to time, provide access to these services directly from the EnergyWindow web site. Any arrangement between a member and a service partner is solely between those parties and does not involve EnergyWindow. EnergyWindow plays no part in pricing decisions pertaining to such services or in any negotiations between members and service partners pertaining to providing such services. EnergyWindow may, however, receive a commission from service partners based on the provision of such services to members. EnergyWindow will disclose any such relationships to members. Advertising. EnergyWindow will not post or permit banner advertising for organizations or services that might be in competition with Member or Member services without Member's permission. Breach. EnergyWindow operates on the premise that its members are and will be professional, courteous and trustworthy and will act in good faith. EnergyWindow may terminate Member's membership and any of Member's current auctions if (i) Member materially breaches this Agreement; (ii) EnergyWindow reasonably believes that Member has violated or attempted to violate the rights of others; or (iii) EnergyWindow is unable to verify or authenticate any material information Member provides to EnergyWindow. In the event EnergyWindow terminates Member's membership under this Section, EnergyWindow will not provide any refunds of any commissions or other amounts for which services have already been provided. Privacy. EnergyWindow's privacy policy (the "Privacy Policy") as it may be amended from time to time, is available on the EnergyWindow site, and is incorporated herein by reference. A copy of the current Privacy Policy is attached to this Agreement as Exhibit A. EnergyWindow reserves the right to amend the Privacy Policy in our sole discretion. Member will be notified of any changes to the Privacy Policy. Warranty; Disclaimers. EnergyWindow will use reasonable commercial efforts to provide the EnergyWindow services in a professional, reliable and secure manner. EXCEPT AS PROVIDED ABOVE, ENERGYWINDOW PROVIDES THE ENERGYWINDOW WEB SITE AND ITS SERVICES "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. ENERGYWINDOW SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Limit of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SERVICES, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MEMBER AGREES THAT ENERGYWINDOW SHALL NOT BE RESPONSIBLE OR LIABLE TO MEMBER OR ANYONE ELSE FOR THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH ENERGYWINDOW'S WEB SITE OR SERVICES. ENERGYWINDOW'S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES MEMBER PAYS TO ENERGYWINDOW FOR THE AFFECTED TRANSACTION. General Compliance with Laws. Each party agrees to comply with all applicable laws regarding use or provision of the EnergyWindow services and Member bidding on, listing, purchase and sale of goods or services. Corporate Authority. If the individual accepting this agreement accepts the Agreement on behalf of another entity, then that individual warrants and represents that he or she is authorized on behalf of the entity that is applying for membership and has the corporate power to bind the corporation to this agreement. Users. Member is responsible for all agents acting or purporting to act on Member's behalf. Member is responsible for the actions and statements of all users who access the EnergyWindow web site using Member's membership ID. Such users will be deemed to be agents of Member. Member agrees that prior to permitting any and all agents to use the services of EnergyWindow, each such agent will first acknowledge the terms of this Agreement and agree to be bound by them. No Agency. Member and its agents, on the one hand, and EnergyWindow, on the other hand, are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. No Assignment, Resale or Unauthorized Commercial Use. Member's membership belongs only to Member, and is based on a detailed analysis that might not be applicable to another organization. Member agrees not to resell, assign or transfer its rights or obligations under this Agreement. Member also agrees not to make any unauthorized commercial use of EnergyWindow's web site or services. Others' Information. Member agrees not to make use of or disclose to third parties any other user's information received by Member from the EnergyWindow site other than as necessary to participate in an EnergyWindow auction. The preceding obligation does not apply to other user's information that is publicly available or available from sources other than the EnergyWindow Web Site. Additional Rules of Etiquette. Member will not, when using EnergyWindow web site, (i) threaten, defame or spread false information about another member; (ii) bid under a false name or account or misrepresent Member; (iii) engage in extortive behavior; (iv) use the EnergyWindow web site to send unsolicited commercial e-mail ("spam"); (v) use violent, racist, sexist, homophobic or other hateful language. Notices. Except as explicitly stated otherwise in this Agreement, any notices shall be given by e-mail to customer.support@energywindow.com (in the case of EnergyWindow) or to the e-mail address Member provides to EnergyWindow during the registration process (in Member's case), or such other address as either party shall specify or by commercial courier service or by certified mail, postage prepaid and return receipt requested, to the address provided to EnergyWindow during the registration process. General. This Agreement shall be governed in all respects by the laws of the State of Colorado, United States of America. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Any failure by EnergyWindow to act with respect to a breach by Member or others does not waive EnergyWindow's right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Disclosures. The services hereunder are offered by EnergyWindow, Inc., located at 1900 Folsom Street - Suite 207, Boulder, Colorado 80302-5713. If you would like to receive e-mail notices of amendments to this agreement, click on "Yes" under "Do you wish to join our mailing list?" on the registration or update registration page.
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