READ CAREFULLY: UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER TERMS OF SERVICE (THESE “TERMS”), CHARTWELL, INC. (“CHARTWELL”) GRANTS YOU (1) A LIMITED LICENSE TO ACCESS AND USE CONTENT AND MATERIALS MADE AVAILABLE TO YOU BY CHARTWELL THROUGH ITS WEBSITE (THE “PORTAL”), INCLUDING, WITHOUT LIMITATION, ITS CASE STUDIES, DATA, REPORTS, AND OTHER RESOURCES RELATING TO THE UTILITY INDUSTRY (COLLECTIVELY, THE “CONTENT”); AND/OR (2) ACCESS TO CERTAIN SERVICES, INCLUDING, WITHOUT LIMITATION, NETWORKING AND EVENT OPPORTUNITIES THROUGH ITS LEADERSHIP COUNCIL OFFERINGS (THE “MEMBERSHIP OPPORTUNITIES” AND, COLLECTIVELY WITH THE PORTAL AND CONTENT, THE “SERVICES”).
BY SELECTING THE “ACCEPT” (OR SIMILAR) BUTTON BELOW THESE TERMS OR BY ACCESSING OR USING ALL OR ANY PORTION OF THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT WISH TO BIND YOURSELF DO NOT ACCESS, OR USE THE SERVICES. ACCESSING OR USING THE SERVICES, EXCEPT AS PERMITTED BY THESE TERMS, IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THESE TERMS AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SERVICES AND MAY SUBJECT YOU TO LIABILITY FOR DAMAGES AND CRIMINAL PENALTIES.
By accessing or otherwise using the Services, you understand and agree that: (a) these Terms are solely between you and Chartwell, (b) you create a direct relationship with Chartwell under these Terms, (c) your use of the Services is governed by these Terms, and (d) your personal data collected through the Services is subject to Chartwell’s Privacy Policy
- QUALIFIED USER; REGISTERING AN ACCOUNT
You may only access or use any of the Services if (a) your employer (your “Employer”) contracted with Chartwell for such Services through an executed, active order form (the “Order Form”), (b) your Employer’s Order Form covers the Services you are seeking to access or use; and (c) you have authorization from your Employer to access and use such Services. By using or accessing any of the Services, you represent and warrant that your Employer has authorized your access to or use of such Services. In order to use or access the Portal, you must register your account using your Employer domain email address. You will not be able to create a registered account using any email address containing a different domain name from your Employer. These Terms does not modify or alter the terms of the Order Form between Chartwell and your Employer.
- LICENSE
Subject to the terms and conditions of these Terms, if your Employer has contracted with Chartwell for access to the Portal, Chartwell hereby grants you a non-exclusive, non-transferable, non-sublicensable, fee-bearing, limited right to access and use the Portal during the Term (as defined below). Subject to the terms and conditions of these Terms, the rights granted hereunder provide you the limited right to: (a) access the Portal; and (b) access, download, view, and use the Content. You acknowledge that Chartwell may modify the functionality of the Portal, including removing or modifying the Content available therein, during the Term.
- MEMBERSHIP OPPORTUNITIES
Subject to the terms and conditions of these Terms, if your Employer has contracted with Chartwell for membership on one or more of Chartwell’s Leadership Councils, Chartwell hereby authorizes you access the Membership Opportunities. The Membership Opportunities include access to the Portal in accordance with Section 2 hereof, as well as the Membership Events. The “Membership Events” includes (a) networking events for the purposes of sharing information, experiences, advice or making personal or professional connections with other Leadership Council members and (b) monthly events among the members of the Leadership Council. Membership Events may be hosted either virtually or in person.
- CONTENT
4.1 Content Ownership. You agree that all Content is owned by Chartwell or a third party and is protected by United States or international copyright laws. Except as explicitly permitted by these Terms, you may not copy, modify, create derivative works of, distribute, publicly perform or display, or otherwise exploit any Content on the Portal, or any computer code or programs, in whole or in part, without our prior written consent (or the consent of the author of that content, if applicable) in each case, which may be granted or withheld in our sole discretion. To request permission from Chartwell, please contact us at research@chartwellinc.com. For the avoidance of doubt, you do not, and shall not, acquire any rights of ownership or title in or to any portion of the Content or the Portal. The rights granted to you to access the Content and use the Portal under these Terms do not convey any additional rights in the Content or in any intellectual property rights of Chartwell or a third party associated therewith.
4.2 Use of Content. Chartwell may make or print text, images, video or audio files available for download through the Portal. You may only download these files for use solely for your business purposes, including internal communications, industry presentations and commission filings and include all trademark, copyright and other proprietary rights notices in the same form in which the notices appear on the Portal or in the files. You may not (a) modify or alter the proprietary notices in any way; (b) alter or modify any of the Content that is downloaded or printed; or (c) use any Content in a manner that attributes a false or misleading statement to Chartwell or any third parties.
4.3 Disclaimer. The Content is provided as-is. Chartwell does not warrant the accuracy, completeness, or usefulness of the Content. Any reliance you place on such Content is strictly at your own risk. You are responsible for properly analyzing and verifying any Content you intend to rely upon. The information contained in the Content do not necessarily reflect the opinion of Chartwell.
4.4 Feedback. Chartwell shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback Chartwell receives from you. Chartwell also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback Chartwell receives from you.
- CONDUCT
5.1 Restrictions. In connection with your use of the Services, you agree to not: (a) license, sublicense, sell, resell, outsource, rent, loan, lease, transfer, assign, distribute, or otherwise make available to any third party, all or any portion of the Services; (b) modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services or Chartwell’s systems or networks; (c) falsely imply any sponsorship or association with Chartwell; (d) violate any applicable laws, including privacy laws; (e) alter, reverse engineer, decompile, disassemble, copy or otherwise attempt to derive the source code for, any of the Services; (f) remove or alter any copyright or other notice contained in the Content; (g) access the Services using any automated means, including, but not limited to, robots, spiders, scrapers or offline readers; (h) access, use, store, or download Content to compete with Chartwell; (i) emulate, copy, refer to or otherwise use any portion of the Services as part of any effort to develop or commercialize any product or service having any functional attributes, visual expressions, or other features similar to those of the Services or to compete with Chartwell.
5.2 Interactions. Through the Services, you may have an opportunity to interact with other users of the Services. Chartwell does not endorse any recommendation or opinion made by any other user. Chartwell does not control what users do with the information they obtain from other users through the Services. Chartwell is not liable for any interactions involved between you and any other user, or for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to the conduct of any user. Each user must utilize the Services in a professional, courteous manner, which respects the time, privacy and wishes of the other users, and shall not: (a) send any unsolicited generic/blanket messages to other users or otherwise contact all or substantially all of the users in any manner which could be construed as a generalized solicitation or “spam”; (b) directly or indirectly solicit the sale of products, services, investment, employment or other opportunities to other users; (c) directly or indirectly solicit information, including, but not limited to, contact information from users for the purpose of solicitation of products or services, or sales, or your other commercial use; (d) harass, demean or intentionally negatively affect the personal or professional reputation of any other user; or (e) otherwise engage in any conduct which may be deemed by Chartwell or other users as harassing. Chartwell does not guarantee any opportunity to meet or connect with any other user or resource and that any connection with another user shall be solely determined by the other user. There may be additional terms, conditions, fees or charges in connection with certain events or networking opportunities.
- DATA COLLECTION
Chartwell may, directly or indirectly through a third-party provider, collect and store information regarding your use of the Services (for example, the Content that you download or which webinars your attend). Chartwell may use this data to improve the Services; to verify compliance with these Terms and enforce our rights hereunder; or for our other internal business purposes. For more information on how Chartwell’s data collection and use, see our Privacy Policy.
- TERM; TERMINATION; SURVIVAL
These Terms and the license and rights granted hereunder shall remain in effect until terminated as set forth herein (the “Term”). You may terminate these Terms by ceasing to use the Services. Your rights under these Terms will terminate automatically without notice from Chartwell if you fail to comply with any provision or obligation of these Terms or upon the termination or expiration of your Employer’s Order Form. Upon termination of these Terms, you shall cease all use of the Services. The provisions of these Terms which, in order to give effect to their meaning need to survive termination or expiration of these Terms, shall survive any such termination or expiration.
- DISCLAIMERS
THE SERVICES AND ANY OF ITS FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE (AND OUR AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, LACK OF ERRORS, OR ACCURACY OF THE SERVICES OR THEIR CONTENT, AND EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED), INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE (AND OUR AFFILIATES, SUPPLIERS, PARTNERS, AND AGENTS) MAKE NO WARRANTY THAT YOU WILL OBTAIN SPECIFIC RESULTS FROM USE OF THE SERVICES. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. WE MAY DECIDE TO CEASE MAKING AVAILABLE CERTAIN FEATURES OF THE SERVICES AT ANY TIME AND FOR ANY REASON. UNDER NO CIRCUMSTANCES WILL CHARTWELL OR ITS AFFILIATES, SUPPLIERS, PARTNERS OR AGENTS BE HELD LIABLE FOR ANY DAMAGES DUE TO SUCH INTERRUPTIONS OR LACK OF AVAILABILITY OF SUCH FEATURES. WE ARE NOT RESPONSIBLE FOR DELAY OR FAILURE OF OUR PERFORMANCE OF ANY OF THE SERVICES CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, AN ACT OF WAR, HOSTILITY, OR SABOTAGE; NATURAL DISASTER; ELECTRICAL, INTERNET, OR TELECOMMUNICATION OUTAGE; OR GOVERNMENT RESTRICTIONS.
- INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Chartwell and its officers, directors, managers, employees, independent contractors, licensors, licensees, partners, agents, successors and permitted assigns, from an against any liabilities, obligations, claims, demands, losses, damages, expenses (including reasonable attorney fees), causes of action, judgments, and damages, resulting from or arising to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of a third party; or (d) personal injury or property damage resulting from your acts or omissions. You shall not settle or compromise any claim under this section that results in liability or admission of any liability by Chartwell without our prior written consent. Your indemnification obligation will survive the termination of these Terms and your use of the Services.
- LIMITATION OF LIABILITY
THERE MAY BE RISKS INHERENT INTO USING THE SERVICES. YOU FULLY ACCEPT THESE RISKS AND YOU AGREE THAT YOU WILL HAVE NO RECOURSE TO SEEK DAMAGES AGAINST EVEN IF YOU SUFFER LOSS OR DAMAGE FROM USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHARTWELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR BUSINESS OPPORTUNITIES, OR PERSONAL INJURY OR DEATH), WHETHER ARISING IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF CHARTWELL TO YOU AND/OR ANY THIRD PARTY RELATING TO ANY ASPECT OF THESE TERMS AND/OR THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EXCEED AN AMOUNT GREATER OF (a) THE TOTAL AMOUNT OF FEES PAID TO CHARTWELL BY YOU UNDER THESE TERMS, OR (b) ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY EVEN IF CHARTWELL HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF THIS LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.
- GOVERNING LAW AND JURISDICTION
These Terms are governed by the laws of the State of Georgia without reference to its choice or conflicts of law principles. You further consent to the personal jurisdiction of and exclusive venue in the federal and state courts located in and serving Atlanta, Georgia as the legal forum for any such dispute relating to these Terms or your access to or use of the Services.
- LEGAL ACTIONS AND NOTICES
No action, regardless of form, arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action has accrued. Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail return receipt requested, or email (by us to the email associated with your account or by you to research@chartwellinc.com.
- RELATIONSHIP
No joint venture, partnership, employment, contractor, or agency relationship exists between Chartwell and you as a result of or in connection with these Terms.
- NO ASSIGNMENT
You may not, directly or indirectly, by operation of law or otherwise, assign or transfer all or any part of these Terms (or the rights and licenses granted under it) without Chartwell’s prior written consent. Chartwell may assign these Terms (or the rights and licenses granted under them) to another company or person without restriction. Nothing in these Terms confer any right, benefit, or remedy on any third-party person or entity. You agree that your access to and use of the Services is non-transferable.
- SEVERABILITY; WAIVER
If it turns out that a particular provision of these Terms is not enforceable, this will not affect any other terms. If you do not comply with these Terms and we do not take immediate action, this does not indicate that we relinquish any rights that we may have (such as taking action in the future).
- FORCE MAJEURE
Notwithstanding any provision of these Terms to the contrary, any delay or failure of Chartwell to perform its obligations will be excused if and to the extent that it is caused by an event or occurrence beyond Chartwell’s reasonable control and without its fault or negligence, including, but not limited to: acts of God; restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority; pandemics (or governmental responses thereto); embargoes; fires; explosions; natural disasters; riots; wars; sabotage; inability to obtain power; or court injunction or order.
- MODIFICATIONS
From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features). Chartwell reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of the Services after we have posted amended Terms constitutes your consent to the amended Terms. If you have questions about these Terms, please feel free to contact us by sending an email to research@chartwellinc.com.
Last updated as of __, 2021
