1.1 Website. The Website includes [ http://www.thresholdpower.com] , and all of the websites listed on our complete list of Websites, and all websites and pages operated under any sub-domain of any Website.
1.2 Use of Websites Constitutes Acceptance. This Agreement will constitute a binding and enforceable agreement between you (individually and in your individual capacity as an employee, officer, agent, partner, etc. of each organization you represent in connection with any use of the Websites) and each of the entities that are comprised by Threshold Power. By using any Website or any Services, you acknowledge and agree that you have fully read and agree to be bound by the provisions of this Agreement, exactly as if it were printed on paper and signed by you. If you do not agree to be bound by this Agreement in its entirety, then you must immediately stop using all Websites and all Services. Although the registration process may require you to "click-through" or otherwise affirmatively agree to be bound by the provisions of this Agreement, this Agreement is binding on you by your use of any Website or Services, regardless of whether or not you choose to register.
1.3 Business or Employment Use. Where you use a Website or Service in the course of your employment or business, you enter into this Agreement both on your own behalf and in your individual capacity as an employee, officer, agent, partner, etc. of such organization which you represent, and references in this Agreement to "you" shall mean both you as the individual user of the Website or Service and you in your capacity as a representative of your organization.
1.4 Changes to this Agreement. Threshold Power may remove, amend or replace any provision of this Agreement at any time, but, if it does so, Threshold Power will notify you by e-mail, or by posting such changes on a Website before they become effective.
2.1 Risks of Doing Business on the Internet. You acknowledge and agree that electronic communications and databases are subject to errors, tampering and break-ins and that, notwithstanding Threshold Power's implementation of reasonable security precautions, Threshold Power does not, nor does any entity that is part of Threshold Power, guarantee or warrant that such events will not take place. You agree to follow all access and security procedures provided by Threshold Power, from time to time, and will not attempt, nor will you aid or abet any other person in any attempt, to circumvent or otherwise interfere in any way with any security precautions or measures of Threshold Power.
2.3 NO WARRANTIES. THRESHOLD POWER PROVIDES THE WEBSITES AND ALL CONTENT AND SERVICES SOLELY ON AN "AS-IS/AS-AVAILABLE" BASIS. SAVE TO THE EXTENT REQUIRED BY ANY MANDATORY APPLICABLE LAW, NONE OF THE WEBSITES, CONTENT OR SERVICES ARE SUBJECT TO ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT. THRESHOLD POWER DOES NOT, NOR DOES ANY ENTITY THAT IS PART OF THRESHOLD POWER, GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR SERVICES. IN ADDITION, THRESHOLD POWER DOES NOT, NOR DOES ANY ENTITY THAT IS PART OF THRESHOLD POWER, GUARANTEE THAT PROVISION OF ANY WEBSITE OR ANY SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY SERVICE WILL CONTINUE TO BE AVAILABLE.
3. Acceptable Use Policy
3.1 Courtesy and Common Sense. Participation in message boards and other online interaction with other users of Websites should be governed by the same rules of courtesy and common sense as face-to-face interactions with other people who may share different opinions.
3.2 Unacceptable Behavior. You will not (nor will you aid or abet any third party to):
a. upload, post, e-mail or otherwise transmit to a Website any material that is:
confidential or proprietary to you or any other person or entity, or that you do not have the right to disclose generally to the public;
ii. unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, defamatory, hateful or invasive of the rights of any other person or entity;
iii. likely to infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual-property right of any other person or entity; or,
iv. a virus, worm or Trojan horse, or any other computer code that is likely to disrupt, overload, harm or impair the functioning of any Website;
attempt to impersonate any other person, or otherwise misrepresent your identity, qualifications, affiliations or any other information about you;
c. solicit other users or post any advertisement without Threshold Power's express written consent;
d. attempt to disrupt, overload, harm or impair the functioning of any Website; or,
e. engage in any conduct that is unlawful, disruptive or otherwise inappropriate.
3.3 Postings Not Anonymous. Threshold Power does not, nor does any entity that is part of Threshold Power, guarantee that any message-board posting or other material that you post on any Website will not be traceable to you, either by Threshold Power or by other users. Threshold Power reserves the right to monitor any and all of your activities on Websites, and to take appropriate action with respect to inappropriate or unlawful conduct, including, without limitation, reporting such conduct to appropriate authorities. In some cases, the functionality of Websites or other technology also may allow other users to learn your identity or other information about you. You may be liable to other users, as well as Threshold Power, for any defamatory or otherwise unlawful material that you post on any Website.
3.4 Downloading Content. Threshold Power grants you a revocable, nontransferable, nonexclusive license to download copies of articles, contact information and other Content, solely for your individual or internal business use; provided, that you do not: (a) remove any copyright notice, trademark notice or other intellectual property notice from any copy of any Content, or (b) accept any consideration in exchange for any Content, or for services provided using any Content (including legal services) to any third party.
3.5 Links to Websites. Threshold Power grants you a revocable, nontransferable, nonexclusive license to include a hyperlink on your own website to the home page of any Website; provided, that you do not: (a) "deep link" to any other page of any Website, (b) "frame" any Website or any Content, or otherwise cause any Website or any Content to appear in a window with any other material, (c) cause the hyperlink or Threshold Power Website to be displayed in any way that is disparaging to Threshold Power, or any entity that is part of Threshold Power, or (d) otherwise imply or state that any type of relationship or special arrangements exist with Threshold Power, or any entity that is part of Threshold Power, that have not been approved in writing by Threshold Power. You agree that you will promptly remove any hyperlink to any Website upon written request from Threshold Power to do so. In no event will you use Threshold Power's logo or any other trademark as a hyperlink "button" or in any manner without Threshold Power's express written consent.
3.6 Indemnification. Threshold Power provides the Websites, Content and Services solely as an accommodation to you, and Threshold Power and each entity that is part of Threshold Power will not accept any risks arising from your use thereof. As such, you will indemnify, defend and hold harmless Threshold Power, each entity that is part of Threshold Power, and their respective partners, employees, vendors and agents, from and against any and all claims that arise from or relate to: (a) your use of any Website, Content or Service; (b) Threshold Power's use of any message-board posting, information or other material that you upload or send to, or post on, any Website; or (c) your breach of any provision of this Agreement.
3.7 Cautionary Language Regarding Forward-Looking Statements. This Website may contain statements, estimates or projections that constitute "forward-looking statements" as defined under U.S. federal securities laws. Generally, the words "believe", "expect", "intend", "estimate", "anticipate", "project", "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from Threshold Power’s historical experience and our present expectations or projections. These risks include, but are not limited to, our ability to finance expansion plans and general operating activities; changes in the renewable energy business environment, including actions of competitors; regulatory and legal changes; fluctuations in the cost and availability of raw materials; interest rate and currency fluctuations; changes in economic and political conditions; litigation uncertainties; adverse weather conditions; and other possible risks. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Threshold Power undertakes no obligation to publicly update or revise any forward-looking statements.
3.8 Termination. You agree that Threshold Power, in its sole discretion, may terminate your access to or use of the Website and the Services, at any time and for any reason, including without limitation if Threshold Power believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Websites and the Services will immediately cease. You agree that any termination of your access to or use of the Websites may be effected without prior notice, and that Threshold Power may immediately de-activate or delete your account and password, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that neither Threshold Power nor any of its affiliates will be liable to you or any third party for any termination of your access to the Websites or to any such information or files, or will be required to make such information or files available to you after any such termination.
All content and services made available through the Websites that were not made available as of the "LAST UPDATED" date above shall automatically be deemed to be part of the Services when first made available through the Website.
4.2 Collection of Information.
As with many websites, the Websites collect certain information about visitors, even when they are not logged in. Threshold Power may record your IP address, the URLs of the websites and pages you visit (before, during and after your visit to any Website), the times and dates of such visits, information about the computer hardware and software you use and other information that may be available. Also, Threshold Power may place "cookies" on your computer to recognize you on return visits to enable Threshold Power to enhance your browsing experience, as well as to collect additional information about you. You may adjust your browser settings or use other means to prevent cookies from being placed on your computer, but doing so may result in reduced functionality and a less personalized browsing experience.
b. During registration and at other times when you visit Websites, Threshold Power may ask you to provide certain additional information about yourself, including your name, contact information, the organization you come from and certain other information that Threshold Power may use to identify you. If you choose not to provide such information, you may not be permitted to access certain Websites, or certain Content or Services.
4.3 Use of Information.
Threshold Power uses the information that it collects about you to improve your browsing experience by personalizing the Websites to your interest, and also to help Threshold Power select Content and Services that you may find interesting and useful. Information about the Content you visit and Services you use may be used alone or in conjunction with information collected from other users to help Threshold Power tailor the Websites and its other products and services to better suit the needs and interests of you and other users.
b. Information that you provide may also be used as part of Threshold Power's effort to keep you informed about events, special offers and selected products and services that may be of interest to you. In some cases, Threshold Power may contact you with information from carefully selected third parties, but Threshold Power will not provide information to third parties for such purposes. In other cases, your information might be shared with a third party pursuant to a process that contemplates such sharing but which you knowingly initiate.
c. Threshold Power reserves the right to disclose any information that it obtains through any Website to appropriate governmental or regulatory authorities, if required by law or any governmental agency.
4.4 Transfers of Information.
5. Intellectual Property
5.1 Content. All of the Content, including, without limitation, all text, graphics, video and sounds on any Website, and all computer code associated therewith, are the valuable proprietary property of Threshold Power, its licensors and contributors, and are subject to copyright, trademark and other intellectual property protection. You acknowledge and agree that Threshold Power has expended substantial time and effort to create each Website, and the Content and Services provided through each Website, and that Threshold Power exclusively owns or has been licensed by third parties to use and sublicense all rights, title and interest therein and all associated information, data, databases, images and other material.
5.2 Complaints and Digital Millennium Copyright Act.
If you wish to make any complaint regarding any Content then please contact us at
. Threshold Power's agent for notice purposes under 17 U.S.C. § 512, as registered with the United States Copyright Office, is:
Threshold Power Corporation
E-mail: [email protected]
6. Limitations of Liability
6.1 NO LIABILITY FOR DAMAGES. EXCEPT AS REQUIRED BY ANY APPLICABLE MANDATORY LAW, IN NO EVENT WILL THRESHOLD POWER, ANY OTHER ENTITY THAT IS PART OF THRESHOLD POWER, OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, VENDORS OR AGENTS, BE LIABLE WITH RESPECT TO THIS AGREEMENT, ANY WEBSITE, ANY CONTENT OR ANY SERVICE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, DATA, OPPORTUNITY, SAVINGS OR INTEREST, OR ANY PENALTIES OR ASSESSMENTS IMPOSED UNDER APPLICABLE TAX LAWS OR OTHERWISE, EVEN IF THRESHOLD POWER, ANY OTHER ENTITY THAT IS PART OF THRESHOLD POWER, OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, VENDORS OR AGENTS HAS BEEN ADVISED OF THE LIKELIHOOD THEREOF.
6.2 AGGREGATE LIABILITY. EXCEPT AS REQUIRED BY ANY APPLICABLE MANDATORY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THRESHOLD POWER, OR OTHER ENTITY THAT IS PART OF THRESHOLD POWER, OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, VENDORS AND AGENTS WITH RESPECT TO ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, ALL WEBSITES, ALL CONTENT AND ALL SERVICES EXCEED AN AMOUNT EQUAL TO ONE HUNDRED UNITED STATES DOLLARS.
6.3 MANDATORY APPLICABLE LAWS. CLAUSES 6.1 AND 6.2 SHALL NOT APPLY TO THE EXTENT THAT ANY LIABILITY MAY NOT BE EXCLUDED UNDER APPLICABLE MANDATORY LAWS. THE EXTENT OF THIS EXCEPTION WILL DEPEND ON THE COUNTRY IN WHICH YOU RESIDE AND THE CAPACITY IN WHICH YOU USE THE WEBSITES.
7.1 Jurisdiction. This Agreement will be governed by the laws of the State of New York, without regard to its rules of conflict of laws, except New York General Obligations Law § 5-1401. The state and federal courts located in New York County, New York, will have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement, a Website or any Services. Each party hereby consents irrevocably to personal jurisdiction in such courts with respect to any and all such matters, and waives any defense of forum non conveniens with respect to such courts. Notwithstanding the foregoing, either party may seek appropriate injunctive relief from any court having jurisdiction. Each party will and hereby does knowingly and voluntarily waive any right to a trial by jury in any case or controversy arising from or relating to this Agreement.
7.2 Assignment. Your rights and obligations under this Agreement are personal to you and may not be assigned to any other party.
7.3 Force Majeure. Threshold Power will not, nor will any entity that is part of Threshold Power, be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other, failure to perform by any supplier or other third party, or any other cause beyond the reasonable control of Threshold Power (or any entity that is part of Threshold Power).
7.4 Waiver. Threshold Power will not, nor will any entity that is part of Threshold Power, be deemed to have waived any breach by you of this Agreement, except by a written waiver expressly so stating, and such waiver will not be construed as a waiver of subsequent or continued breaches.
7.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will be limited to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
7.6 Complete Understanding. This Agreement constitutes the final and complete agreement between the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations or agreements between the parties relating to the subject matter hereof.