Utilidata Website Terms of Use

Effective Date: May 31, 2024

This Website Terms of Use ("Terms") governs how Utilidata (“Utilidata,” “we,” “us,” “our”) provides its websites that link to these Terms, including utilidata.com (collectively referred to herein as the “Website”).

PLEASE ALSO READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, AND CONTAIN A MANDATORY ARBITRATION CLAUSE AND CLASS ACTION WAIVER PROVISIONS. BY USING THE WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE AGREED TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE WEBSITE.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Website's user interface, in an email notification, or through other reasonable means and as required by applicable law. Except where otherwise prohibited by applicable law, your continued use of the Website after the date any such changes become effective constitutes your acceptance of the new Terms.

At Utilidata, we respect the privacy of our users. For details please see our Utilidata Privacy Policy which is incorporated into these Terms by reference.

1. Access and Use of the Website

1.1 Use Description:

The Website is provided solely for your personal and non-commercial use. We grant you a limited, non-exclusive, non-transferable, license to access and use the Website for these purposes. Except for the foregoing limited license, no right, title or interest shall be transferred to you. Utilidata may revoke your license at any time in its sole discretion.

1.2 Modifications to the Website:

Utilidata reserves the right to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that Utilidata will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.

2. Conditions of Use

You agree to not use the Website to:

• interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
• violate any applicable local, state, national or international law, or any regulations having the force of law;
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; and
• obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Website.

2. Intellectual Property Rights

2.1 Website Content, Software and Trademarks:

You acknowledge and agree that the Website may contain content or features (together, “Website Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Utilidata, you agree not to modify, copy, frame, scrape, reverse-engineer, rent, lease, loan, sell, distribute or create derivative works based on the Website or the Website Content, in whole or in part. In connection with your use of the Website you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Utilidata from accessing the Website (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Website or the Website Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Utilidata.

The Utilidata name and logos are trademarks and service marks of Utilidata (collectively the “Utilidata Trademarks”). Other product and service names and logos used and displayed via the Website may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Utilidata. Nothing in this Terms or the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Utilidata Trademarks displayed on the Website, without our prior written permission in each instance. All goodwill generated from the use of Utilidata Trademarks will inure to our exclusive benefit.

3. Third Party Websites

The Website may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Utilidata has no control over such sites and resources and Utilidata is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Utilidata will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Website are between you and the third party, and you agree that Utilidata is not liable for any loss or claim that you may have against any such third party.

4. Indemnity and Release

To the fullest extent permitted by law, you agree to release, indemnify and hold Utilidata and its affiliates and their officers, employees, directors and agent harmless from any and all losses, damages, expenses (including reasonable attorneys’ fees and court costs), rights, claims, actions of any kind (including any inquiries or investigations), and injury arising out of or relating to your use of the Website, your connection to the Website, your violation of these Terms or your violation of any rights of another. Utilidata reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Utilidata in the defense of such matter.

If you are a California resident, you waive California Civil Code Section 1542, which says: “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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

5. Disclaimer of Warranties

YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE, AND THE INFORMATION AND CONTENT PROVIDED ON OUR WEBSITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UTILIDATA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

UTILIDATA MAKES NO WARRANTY THAT (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (II) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS OR CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.

6. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UTILIDATA, ITS EMPLOYEES, AGENTS, CONTRACTORS, AND SUPPLIERS ("UTILIDATA ENTITIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE UTILIDATA ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE WEBSITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (IV) ANY OTHER MATTER RELATING TO THE WEBSITE. IN NO EVENT WILL THE UTILIDATA ENTITIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE.

7. Applicable Law; Jurisdiction; Dispute Resolution

These Terms shall be governed by the laws of the United States and the State of Rhode Island, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.You agree that any claim or dispute relating to these Terms that is not resolved under the arbitration requirements of these Terms must be resolved exclusively by a court of competent jurisdiction, federal or state, located in Rhode Island, and no other court. You agree to submit to the personal jurisdiction of such courts and to accept service of process from them.In no event can any claim or action by you related to these Terms be instituted more than one year after the cause of action arose. Arbitration Agreement

(A) Informal Dispute Resolution Procedure. If there is an instance when you have a concern that needs special attention, Utilidata is committed to working with you to reach a reasonable resolution. However, we can only do this if we know about it. Therefore, for any concern you may have related to these Terms, you agree to first send a written description of it to legal@utilidata.comso we have an opportunity to address it. You agree to work with Utilidata in good faith to resolve the concern. We believe this should lead to resolution. However, if for some reason the concern is not resolved satisfactorily within sixty (60) days after we receive your email, and all necessary information, you agree to the further dispute resolution provisions below.(B) Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided for herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@utilidata.com .Any demand initiating arbitration, whether filed by you or Utilidata, must include the email address you used to create an account with Utilidata.Except as set forth below, you and Utilidata agree that by using the Website in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Utilidata arising out of or, relating to, or connected in any way with these Terms, including but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or the timing of any administrative or arbitrator fees (each a “Dispute”) will be resolved exclusively by final and binding arbitration in accordance with Subsections 7(A)-(K) of these Terms (the “Arbitration Agreement”). (The portion of this Section 7 preceding Subsection 7(A) applies regardless of whether you have opted out of the Arbitration Agreement under Subsection 7(J).)This Arbitration Agreement applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.The parties understand that an arbitrator and not a judge or jury will decide the Dispute, and that rights to discovery and appeals may be limited in arbitration. The parties further understand that the costs of arbitration could exceed the costs of litigation in some instances.You hereby acknowledge and agree that by agreeing to these Terms, which include this Arbitration Agreement, you and Utilidata are each waiving the right to a trial by a jury to the maximum extent permitted by law.Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.(C) Class Arbitration and Collective Relief Waiver. You and Utilidata acknowledge and agree that, to the maximum extent allowed by law, except as set out otherwise in Subsection (F) below, any arbitration shall be conducted in an individual capacity only and not as a class or other representative action and the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve an individual party's claim; notwithstanding this acknowledgement and agreement, you agree that any arbitration involving you may proceed on a consolidated basis, but it may do so if and only if Utilidata provides its consent to consolidate in writing. With the exception of this Subsection (C) and Subsection (F) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, this Subsection (C) or Subsection (F) is found to be invalid, unenforceable, or illegal as applied to your claims, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Utilidata shall be entitled to arbitrate their dispute.(D) Arbitration Rules. The arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Department at commercial@namadr.com. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.(E) Arbitration Location and Procedure. For all U.S. residents, where the amount in controversy is over $25,000, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in New York, New York (unless otherwise agreed by the parties). Where the amount in controversy is under $25,000, the arbitration shall take place solely by submission of written materials, unless the arbitrator determines that a hearing is necessary, and any arbitrator nationwide may be appointed. Where a hearing is necessary in such cases, the parties agree to remote participation by videoconference or teleconference.The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Utilidata (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).(F) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (“Mass Filing”), the parties agree to administer the Mass Filing in sequential batches of approximately 100 demands per batch (as adjusted to accommodate any arbitrator strikes as described below). To the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands). The parties further agree: (i) to designate one arbitrator for each batch; (ii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iii) that 10% of the anticipated total number of batches for the Mass Filing may proceed simultaneously as set forth in this batching provision and Arbitration Agreement, but that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior set of batches are filed, processed, and adjudicated (for example: if 2000 demands were presented as part of a Mass Filing, there would be 20 anticipated batches, 10% of which – i.e., 2 batches – may proceed simultaneously); (iv) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Utilidata and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; (v) that the staged process of batched proceedings, with each batch including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved, and (vi) to make good faith efforts to resolve each batch of claims properly designated for filing, processing, and adjudication within 180 days, failing which any of the claimants whose demands have not yet begun arbitration or Utilidata may cease arbitration and file in a court of competent jurisdiction. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. Each claimant may strike the arbitrator selected by their counsel and Utilidata for the batch and where such strike is exercised, the objecting claimant’s demand will be included in any simultaneously proceeding batch, or the next following batch.You agree to cooperate in good faith with Utilidata and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Utilidata otherwise consents in writing, Utilidata does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Subsection (F) and Subsection (C). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this Subsection (F) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Utilidata shall be entitled to arbitrate any claim that is a part of the Mass Filing.(G) Mediation Following First Batch in a Mass Filing. The results of the first completely adjudicated batch of demands will be given to a NAM mediator selected from a group of 5 mediators proposed by NAM, with Utilidata and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Utilidata the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Utilidata or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Utilidata nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.(H) Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of these Terms. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of Section 5 (“Disclaimer of Warranties”) and Section 6 (“Limitation of Liability”) as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.(I) Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Utilidata will pay any filing and hearing fees in excess of the current United States District Court filing fee for the Southern District of New York that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in Subsection (F)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.(J) 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to legal@utilidata.com with the subject line, “ARBITRATION OPT-OUT”. You must send this notice from the email address associated with your account (if you have one), or if this is not possible, you must promptly cooperate with us to identify your account if you have one. Regardless of the email address you use, you must promptly cooperate with any request from us to authenticate that you are the accountholder (if you hold an account) and that you are the actual sender of the notice. Your notice must include your name and address, the email address you currently use to access your Utilidata account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. The notice must be sent within thirty (30) days of first becoming subject to this Arbitration Agreement. You become subject to this Arbitration Agreement at the same time you become subject to the rest of these Terms. Otherwise, you shall be bound to arbitrate disputes in accordance with this Arbitration Agreement. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement the Arbitration Agreement, Utilidata also will not be bound by it.(K) Changes. Utilidata will provide thirty (30) days’ notice of any material changes to this Section 7 by posting the update on utilidata.com and sending an email to the address it has on file for your account, if any, or any other email provided by you to Utilidata. All such changes will go into effect at 11 a.m. Eastern Time 30 days after Utilidata provides this notice and apply to all claims not yet filed regardless of when such claims may have accrued. If Utilidata changes this Section 7 after the date you first accepted this Section 7 (or accepted any subsequent changes to this Section 7), you agree that your continued use of the Website after the time it takes effect will be deemed acceptance of those changes.

8. Class Action Waiver

If you have a dispute with Utilidata that is not subject to the binding arbitration provisions in Section 7 above, then to the full extent permitted by law, you agree If you have a dispute with Utilidata, then to the full extent permitted by law, you agree you may only resolve your disputes with Utilidata on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated, private attorney general or other representative action. Likewise, these Terms and this class action waiver preclude you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, private attorney general and/or other representative action brought against Utilidata by someone else.

9. General

These Terms constitute the entire agreement between you and Utilidata and govern your use of the Website, superseding any prior agreements between you and Utilidata with respect to the Website. These Terms will be governed by the laws of the State of Rhode Island without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in Section 7 above, you and Utilidata agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Rhode Island. The failure of Utilidata to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of Utilidata, but Utilidata may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Under no circumstances shall Utilidata be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Website may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Website.

10. Contact Us

If you have any comments, questions, or concerns regarding these Terms, please contact us at the address or email below.

Utilidata, Inc.

Attn: General Counsel

225 Dyer Street, Floor 2 - CIC

Providence, RI 02903

legal@utilidata.com