3ESI-ENERSIGHT.

WEBSITE TERMS OF USE

Last Updated: February 9, 2016

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS THIS AGREEMENT GOVERNS YOUR USE OF THE 3ESI-ENERSIGHT WEBSITE (the “Website”).  BY USING THE WEBSITE, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS PLEASE EXIT THE WEBSITE.  3ESI-ENERSIGHT MAY REVISE AND UPDATE THESE TERMS AND CONDITIONS AT ANY TIME. YOUR CONTINUED USE OF THE WEBSITE WILL MEAN YOU ACCEPT THOSE CHANGES.

1.       Your Acceptance of these Terms of Use

These Terms of Use are a legal agreement between you and 3esi-Enersight regarding your access to and use of the Website located at http://www.3esi-Enersight.com. These Terms of Use constitute the entire agreement between you and 3esi-Enersight regarding your use of the Website. These Terms of Use are in addition to any other agreement you may have with 3esi-Enersight.

2.       Changes

3esi-Enersight in its discretion may change these Terms of Use at any time by posting the changed Terms of Use on the Website at http://www.3esi-Enersight.com/terms-of-use/. The changed Terms of Use are effective immediately upon posting on the Website, unless the changed Terms of Use expressly state otherwise. It is your responsibility to check the “Last Updated” date at the top of these Terms of Use and review any changes since the previous version. By using the Website after these Terms of Use have been changed, you signify your acceptance and agreement to the changed Terms of Use. You may not change, supplement or amend these Terms of Use in any manner.

3.       Permissible Users

If you are not the age of majority in your jurisdiction of residence you should obtain the permission of your parent or legal guardian to access the Website. The Website may not be used by an individual in jurisdictions where access to or use of the Website or any part of it may be illegal or prohibited. You may not use the Website if you breach these Terms of Use or if your permission to use the Website has been suspended or terminated by 3esi-Enersight.

 4.       Other Agreements for 3esi-Enersight Products/Services

These Terms of Use relate to your use of the Website only. Your purchase or use of 3esi-Enersight’s products and services are governed by other applicable agreements between you and 3esi-Enersight and these Terms of Use are in addition to and supplement any other written agreements (including all account agreements,  product agreements and license agreements) that you or any persons you represent have with 3esi-Enersight now or in the future.  In the event of any conflict between these Terms of Use and any other agreement mentioned above, the provisions of this Agreement will govern regarding your use of the Website only.

5.       Personal Information Privacy

By using the Website, you consent to the collection, use, retention, disclosure and deletion of your Personal Information in accordance with applicable law.

 6.       Passwords

You will be given a username and password to access your customer account, investor login and/or demo login portion of the Website.  All passwords are the property of 3esi-Enersight, and may be cancelled or suspended at any time by 3esi-Enersight in its sole discretion, without any notice or liability.  The use of a password does not restrict 3esi-Enersight’s access to your password-protected information.

YOU MUST KEEP YOUR PASSWORD CONFIDENTIAL AND NOT DISCLOSE IT TO ANY PERSON OR PERMIT ANY OTHER PERSON TO USE IT. 

3esi-Enersight is not required to confirm the identity or authority of any person using your password and may act upon any communication that is given with the use of your password. 3esi-Enersight may, in its discretion, require proof at any time of the authority of any person seeking to use your password, and may refuse to accept or act upon any communication if it is not satisfied with such proof.

YOU AND ALL PERSONS YOU REPRESENT ARE JOINTLY AND SEVERALLY LIABLE FOR ANY AND ALL USE AND MISUSE OF YOUR PASSWORD.  YOU MUST NOTIFY 3esi-Enersight IMMEDIATELY AT info@3esi-Enersight.com IF YOU KNOW OR SUSPECT THAT YOUR PASSWORD HAS BEEN LOST OR STOLEN OR BECOME KNOWN TO OR USED BY ANY OTHER PERSON.

7.       Permissible Use

You may use the Website solely for your lawful, personal, non-commercial purposes, subject to these Terms of Use and all applicable laws.

The Website and its content may not be copied, reproduced, imitated, republished, translated, uploaded, posted, publicly displayed, communicated or made available to the public, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, for any purpose whatsoever, without the express prior written consent of 3esi-Enersight.

8.       Ownership of Website

The Website and its content (including all text, graphics, interfaces, images, video, sounds, music, artwork, designs, computer code, data, and other elements available on or through the Website, and the design, structure, selection, arrangement and look and feel of those elements and the Website as a whole) and all related proprietary rights (including trade-mark and copyright) are owned solely by 3esi-Enersight and its licensors, and are protected by Canadian and international copyright and other intellectual property laws. Your use of the Website does not transfer to you any right, title or interest in the Website or its content.  All rights not expressly granted by these Terms of Use are reserved by 3esi-Enersight.

9.       Feedback and Comments

If you give feedback about the Website or any 3esi-Enersight products or services (including any ideas or suggestions for enhancements or improvements) to 3esi-Enersight, then 3esi-Enersight and its suppliers and licensors may use and commercialize the feedback in any way and for any purpose without providing any compensation or attribution to you or any other person.

If you post or submit comments to the Website: (a) you are fully responsible for the comments; (b) you grant to 3esi-Enersight permission to access, view, store, copy and reproduce the comments (in whole or in part) in any of the ways facilitated or provided by the Website; and (c) you represent and warrant to 3esi-Enersight that its use of your comments will not violate the rights of any other person or any applicable laws.

10.   Linked Sites

For your convenience, the Website may provide links or references to other Internet sites or resources and businesses operated by other persons (collectively “Linked Sites”). Linked Sites are independent from 3esi-Enersight, and 3esi-Enersight does not control, endorse, and has no responsibility or liability for Linked Sites or their business, goods, services, content, website use policies or privacy practices. Your use of Linked Sites and your dealings with the owners or operators of Linked Sites are at your own risk.

11.   Prohibited Activities

You will not: (a) circumvent the ordinary navigational structure or presentation of the Website or its content; (b) access or obtain the Website content or other data by any means that is not purposely made available to you by the Website; (c) gain unauthorized access to any part of the Website or its content, or any related system, network, service or data, by hacking, password mining or any other means; or (d) test or tamper with the security of the Website or interfere with the proper working of the Website, any transaction being conducted through the Website, or any other person’s use of the Website.

Framing, mirroring, scraping or data-mining the Website or any of its content in any form and by any means (including robots, spiders, or other automatic devices, programs or methodologies or any similar or equivalent manual process) is strictly prohibited. You may not use any collaborative browsing or display technologies in connection with your use of the Website or to post comments, communications or any other data of any kind to or on the Website with the intention that the posting may be viewed by other users of the Website.

Deep links to a Website without the express written permission of 3esi-Enersight are strictly prohibited. 3esi-Enersight in its discretion may cancel and revoke any permission it may give to link to the Website at any time and without any notice or liability.

12.   Complaints

If you have a complaint regarding the Website or content posted on the Website, please send an email with details of your complaint to: info@3esi-Enersight.com.

13.   Disclaimer

3esi-Enersight provides the information found on this Website for informational purposes only. The information posted on this Website is not intended as advice to, or concerning, particular readers or circumstances.  Although 3esi-Enersight will make a reasonable effort to respond to submissions made through the Website contact forms, 3esi-Enersight does not guarantee that it will respond to submissions made through the Website.

3esi-Enersight DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEBSITE. YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO ANY OF THE FOLLOWING: ACCURACY, ACCESSIBILITY, AVAILABILITY, COMPLETENESS, DURABILITY, ERRORS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE, PERFORMANCE, QUALITY, RESULTS, SUITABILITY, SECURITY, TIMELINESS, TITLE, TRUTHFULNESS, QUIET ENJOYMENT, UNINTERRUPTED SERVICE, OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY 3esi-Enersight TO THE FULLEST EXTENT PERMITTED BY LAW.

14.   Liability Exclusions/Limitations/Indemnity

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL 3esi-Enersight GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGE OR LOSS ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR ANY RELATED MATTER (INCLUDING YOUR USE OF THE WEBSITE). IF NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THESE TERMS OF USE 3esi-Enersight GROUP IS LIABLE TO YOU OR ANY OTHER PERSON RELATING TO THE WEBSITE OR ANY RELATED MATTER (INCLUDING YOUR USE OF THE WEBSITE), THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL 3esi-Enersight GROUP’S TOTAL AGGREGATE LIABILITY EVER EXCEED CDN$5.00. THIS SECTION 14 APPLIES TO LOSS AND DAMAGE HOWEVER CAUSED AND TO LIABILITY UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STATUTE AND STRICT LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY 3esi-Enersight OR ANY PERSON FOR WHOM 3esi-Enersight IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU OR ANY OTHER PERSON FOR THE LOSS AND DAMAGE OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR 3esi-Enersight KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS OR DAMAGE BEING INCURRED.

YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS 3esi-Enersight GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING LEGAL FEES), CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, OBLIGATIONS AND LIABILITIES (INCLUDING LEGAL FEES, EXPENSES AND SETTLEMENT PAYMENTS) ARISING FROM, CONNECTED WITH OR RELATING TO YOUR USE OF THE WEBSITE (INCLUDING YOUR COMMENTS OR POSTING OF MATERIALS TO THE WEBSITE) OR ANY NEGLIGENCE, MISCONDUCT, OR BREACH OF THESE TERMS OF USE. NOTWITHSTANDING THE FOREGOING IN THIS SECTION 14, 3esi-Enersight GROUP RETAINS THE RIGHT TO PARTICIPATE (WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE) IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD PARTY CLAIM, COMPLAINT, DEMAND, ACTION, SUIT OR PROCEEDING.

IN THIS SECTION 14, “3esi-Enersight GROUP” MEANS 3esi-Enersight AND EACH OF ITS LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND CORPORATE PARENTS AND AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS, AND REPRESENTATIVES, JOINTLY AND SEVERALLY.

15.   Changes to Website / Termination of Use

If you breach these Terms of Use, you may no longer use the Website.

Notwithstanding any other provision of these Terms of Use, 3esi-Enersight in its discretion may immediately change, discontinue, modify, restrict, suspend or terminate the Website, any of its content, and/or your permission to access and use the Website at any time without any notice or liability.

If your permission to use the Website is terminated, then these Terms of Use will continue to apply in respect of your prior use of the Website.

16.   Governing Law and Disputes

All disputes arising out of, or in connection with, this Terms of Use agreement, or in respect of any legal relationship associated with it or derived from it, shall be finally resolved by arbitration administered by the ADR Institute of Canada pursuant to the Simplified Arbitration Rules, except that 3esi-Enersight in its discretion may commence legal proceedings against you in the courts of any other jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms of Use and protect 3esi-Enersight’s rights in, to and associated with the Website and its content.  There shall be a single arbitrator.  The place of arbitration shall be Calgary, Alberta, Canada.  The language of the arbitration shall be English.

These Terms of Use, your use of the Website and all related matters are and will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of Alberta, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods.

17.   Other Matters

Except as expressly set forth in these Terms of Use, 3esi-Enersight will be entitled to pursue any and all of its rights and remedies arising from these Terms of Use concurrently, consecutively and alternatively.

If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Use and the remaining provisions will continue in full force and effect.

3esi-Enersight may, without your consent, assign these Terms of Use or any of 3esi-Enersight’s rights, duties or obligations under these Terms of Use.

In these Terms of Use: (a) a reference to “Terms of Use” and other similar terms refers to these Terms of Use as a whole, and not just to the particular provision in which those words appear; (b) headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms of Use or any of its provisions; (c) words importing the singular number only include the plural and vice versa; (d) words importing a gender include both genders; (e) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; (f) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (g) “law” includes common law, equity, statutes, regulations, ordinances and orders in council, and reference to a specific law includes all regulations, and ordinances and orders in council and mandatory guidelines and directives made or issued under the law; and (h) “discretion” means a person’s sole, absolute and unfettered discretion.