Redaptive
Data Solutions Terms and Conditions for Honeywell Customers
These Data Solutions Terms and Conditions were updated February 5, 2024.
THESE TERMS AND CONDITIONS (“TERMS”) GOVERN ACQUISITION AND USE OF EQUIPMENT AND/OR SERVICES FROM INTERNATION ELECTRON, LLC, REDAPTIVE SERVICES DEUTSCHLAND GMBH, REDAPTIVE CANADA I LP, REDAPTIVE SUSTAINABILITY SERVICES UK LIMITED, AND/OR REDAPTIVE SUSTAINABILITY SERVICES, LLC (TOGETHER “REDAPTIVE”). BY USING REDAPTIVE EQUIPMENT AND/OR SERVICES, YOU AGREE TO THESE TERMS BETWEEN YOU (“CUSTOMER” OR “YOU”) AND REDAPTIVE. THESE TERMS, TOGETHER WITH ANY ORDER EXECUTED BY REDAPTIVE AND YOU, FORM THE AGREEMENT BETWEEN THE PARTIES UNLESS YOU AND REDAPTIVE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING USE OF REDAPTIVE EQUIPMENT AND/OR SERVICES.
THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING REDAPTIVE’S EQUIPMENT AND/OR SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION TO USE OR ACCESS THE EQUIPMENT AND SERVICES AND TO ENTER INTO THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD IMMEDIATELY CEASE ACCESSING OR USING THE EQUIPMENT AND/OR SERVICES.
1. Overview. These Terms govern your use of the Equipment and/or Services. Your purchase of Equipment is governed by the Order pursuant to which you purchased the Equipment and the Equipment Warranty (“Equipment Warranty”) available at https://www.redaptive.com/equipment-warranty, which is incorporated herein by reference.
2. Definitions. All capitalized terms used but not defined in these Terms will have the meanings specified in the Order.
“Applicable Law” means all federal, state, international, and local laws, executive orders, and regulations issued, where applicable.
“Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Redaptive Equipment and/or Services under the rights granted to Customer pursuant to these Terms and the Order.
“Documentation” means the developer documentation or other written or online materials that Redaptive may make available from time to time regarding the Equipment and/or Services.
“Equipment” means Redaptive’s and its subcontractors’ proprietary metering equipment as further defined in the Order.
“Firmware” means the firmware installed on or otherwise embedded in the Equipment by or on behalf of Redaptive, including updates.
“Force Majeure” means any event or circumstances beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. It will include, without limitation, failure or interruption of the operation of the Equipment or the performance of the Services due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; drought; epidemic; pandemic; the binding order of any governmental authority; the failure to act on the part of any governmental authority (provided that such action has been timely requested and diligently pursued); unavailability of electricity from the utility grid (but not to the extent that any such availability of any of the foregoing results from the failure of the party claiming Force Majeure to have exercised reasonable diligence); and failure of equipment not utilized by or under the control of the party claiming Force Majeure.
“Order” means the order form, purchase order, or other document for the purchase of Redaptive Equipment and/or Services entered into by and between Customer and Redaptive or Customer and a Reseller.
“Redaptive IP” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, that are owned or otherwise controlled by, or licensed or otherwise made available to, Redaptive, including as embodied in the Equipment, Firmware and Documentation.
“Redaptive Materials” means the Equipment and/or Services specified in the Order. For the avoidance of doubt, Redaptive Materials includes any information, data, or other content derived from Redaptive’s monitoring of Customer’s access to or use of the Equipment and/or Services (other than Customer Data).
“Reseller” means an authorized reseller of Redaptive Equipment and/or Services.
“Services” means Redaptive’s provision of the Support Services, and/or Installation Services, if any, pursuant to the Order.
“Site” means the location on which the Equipment will be installed as further defined in the applicable Order.
“Term” means the period of time defined in the Order, and during which these Terms will apply, with the exception of the sections which will survive the expiration, or termination of the Order, as detailed in these Terms.
3. Use of Equipment and Firmware.
3.1 Access and Use. During the Term and subject to Customer’s compliance with these Terms, Redaptive grants to Customer a non-exclusive, non-transferable (except as set forth below), limited license to use the Firmware as installed on the Equipment, in each case, solely in accordance with these Terms and for Customer’s internal business purposes.
Certain software components of Redaptive’s Equipment and Services are licensed to Redaptive by third parties. Licensing and other contractual provisions imposed by the third parties are posted at https://redaptive.com/oss and are incorporated herein by reference. The third party provisions are for the express benefit of the corresponding third parties who, as third party beneficiaries, are entitled to enforce the same. Updates to Redaptive’s Equipment and Services and new offerings will be subject to revised requirements posted or otherwise specified by Redaptive from time to time.
3.2 Communication Issues. Customer acknowledges and agrees that (i) Redaptive does not control the transfer of data over communications facilities, including the internet, and that access to the energy usage data captured by the Equipment may be subject to limitations, delays, and other problems inherent in the use of such communication facilities, and (ii) Redaptive will not be liable or responsible for the unavailability of the energy usage data captured by the Equipment to the extent due to (A) any act or omission by Customer or any Authorized User, (B) Customer’s delay in performing, or failure to perform, any of its obligations under these Terms; (C) Customer’s or its Authorized Users’ internet connectivity; (D) Force Majeure; (E) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other component not supplied by Redaptive pursuant to these Terms; or (F) any Suspension.
3.3 Restrictions on Use. Customer will not use the Firmware, Equipment, or other Redaptive Materials for any purposes beyond the scope of the rights granted in these Terms or the Order. Customer will not at any time, directly or indirectly, and will not allow any Authorized Users or any third party to: (i) copy, modify, or create derivative works of the Equipment or other Redaptive Materials, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available (other than to Authorized Users) the Firmware, or other Redaptive Materials, or any content, data, or information made available thereon; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Equipment, Firmware, or other Redaptive Materials, in whole or in part (except to the extent any foregoing restriction is prohibited by applicable law); (iv) remove, alter, or obscure product identification, copyright, or other proprietary rights notices embedded within, or on, the Equipment, Firmware, or other Redaptive Materials; (v) write or develop any program based upon the Equipment, Firmware, or other Redaptive Materials, or, to the fullest extent permitted by applicable law, otherwise use any portion of the Equipment, Firmware, or other Redaptive Materials in any manner for the purpose of developing, distributing, or making accessible products or services that compete with any portion of any of the foregoing; or (vi) use the Equipment, Firmware, or other Redaptive Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other proprietary right of any person, or that violates any applicable law.
3.4 Suspension. Notwithstanding anything to the contrary in these Terms, Redaptive may temporarily disable the Equipment if: (i) Redaptive reasonably determines that (A) there is a threat to or claim on any of the Redaptive IP or Redaptive Materials; (B) Customer’s or any Authorized User’s use of the Equipment disrupts or poses a security risk to the Redaptive Materials, to any other customer or vendor of Redaptive, or to Redaptive’s information technology systems and networks used to provide or deliver the Redaptive Materials; (C) Customer, or any Authorized User, is using the Equipment for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Redaptive’s provision of the Equipment to Customer or any Authorized User is prohibited by applicable law; or (ii) any vendor of Redaptive has suspended or terminated Redaptive’s access to or use of any third-party services or products required to enable Customer to access any of the Redaptive Materials (any such suspension described in subclause (i) or (ii), a “Suspension”). Redaptive will use commercially reasonable efforts to provide written notice of any Suspension to Customer and to provide updates regarding resumption of access to energy usage data, as applicable, following any Suspension. Redaptive will use commercially reasonable efforts to resume providing access to energy usage data as soon as reasonably possible after the event giving rise to the Suspension is cured to its reasonable satisfaction. Redaptive will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Suspension.
3.5 Support Services. During the Term, with respect to the Equipment and/or Services, Redaptive will use commercially reasonable efforts to (i) facilitate remote troubleshooting guidance to help resolve functionality issues and (ii) provide availability of energy data within 30 days to Customer ((i) and (ii) collectively, the “Support Services”), provided that Customer is not otherwise in breach of these Terms. All Support Services will be initiated by Customer via email to support@redaptiveinc.com, which will be replied to from the hours of 7:00 AM PST until 7:00 PM PST on business days. Redaptive may notify Customer in writing of changes to the email or hours of operation from time to time. A case will be opened, and Redaptive will be obligated to provide the Support Services after Redaptive has confirmed that the Customer has provided Redaptive with all reasonably necessary information, including, but not limited to: Customer’s name, Site, Customer point of contact, phone number, email address, and description of the issue.
3.6 Customer Responsibilities. Customer is responsible and liable for all uses of the Equipment, resulting from access provided by Customer or Customer’s use, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users as if such acts or omissions were by Customer itself, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer.
3.7 Equipment Installation, Modification and Uninstallation. EQUIPMENT INSTALLATION, MODIFICATION AND UNISTALLATION MAY NOT BE PERFORMED BY, OR ON BEHALF OF, CUSTOMER UNLESS OTHERWISE AGREED TO IN WRITING BY REDAPTIVE. All installation, modification, or uninstallation of Equipment performed by any entity other than Redaptive (or a Redaptive subcontractor), must be performed by licensed electricians, suitably qualified, with the proper skill, licenses, approvals, consents, training and background to install, modify or uninstall the Equipment in a competent and professional manner.
3.8 Export Regulation. Customer will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of any data from the Equipment outside the U.S.
3.9 Privacy Notice for Authorized Users. Redaptive’s processing of personal information about Authorized Users that Redaptive collects in connection with the Services will be governed by Redaptive’s privacy policy, available at https://redaptive.com/privacy-policy. Customer will be responsible for informing Authorized Users of Redaptive’s privacy policy.
4. Term and Termination. These Terms and any license granted hereunder automatically terminate at the end of the Term, unless earlier terminated under this section. Redaptive may terminate these Terms at any time if Customer fails to comply with any term(s) hereof. Upon termination of these Terms, any licenses granted hereunder will terminate and Customer must stop all use of the Equipment and/or Services. Rights and obligations under sections of these Terms that, by their nature should survive, will survive termination, as well as obligations for payment. Any such termination by Redaptive will be without prejudice to any other right or remedy Redaptive may have under these Terms or at law or in equity. No such remedy of Redaptive will be exclusive of any other remedy.
5. Customer Representation and Warranties. Customer represents and warrants to Redaptive that, to the best of Customer’s knowledge, there are no existing conditions or use restrictions that prevent either the installation or operation of the Equipment at the applicable Site.
6. Disclaimer. Except as expressly set forth in these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any right, title, or interest in or to the Redaptive Materials, Redaptive IP, or any other technology or intellectual property rights. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS, THE REDAPTIVE MATERIALS ARE PROVIDED “AS IS” AND REDAPTIVE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. REDAPTIVE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. REDAPTIVE MAKES NO WARRANTY OF ANY KIND THAT THE REDAPTIVE MATERIALS, OR ANY EQUIPMENT OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
7. Data Validation. To correctly calibrate its metering devices, Redaptive may need to validate meter data against Customer’s utility bill. Redaptive cannot ensure, and shall have no liability with respect to, proper installation and meter data accuracy if Redaptive is unable to validate meter data against a Customer utility bill.
8. Indemnity. Customer is responsible for its and its Authorized Users’ use of the Equipment and/or Services. Redaptive is not responsible for any personal injury, death, property damage, or other harm or losses arising from or relating to Customer’s or its Authorized Users’ use of the Equipment and/or Services. Customer will defend, indemnify and hold harmless Redaptive, its affiliates and its and their respective officers, directors, employees, agents, subcontractors and suppliers (the “Redaptive Parties”) from and against, or settle all, third party claims (including all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind arising therefrom) arising from or connected with: (a) Customer’s or its Authorized Users’ use of, or misuse of, the Equipment and/or Services; (b) any bodily injury, death, or damage to real or tangible personal property caused by the acts or omissions of Customer or its personnel or any third party acting on Customer’s behalf (including, without limitation, in connection with installation, modification, and/or uninstallation of the Equipment); (c) Customer’s violation of any portion of these Terms; or (d) Customer’s or its Authorized Users’ violation of any third party right, including any intellectual property right or publicity, confidentiality, other property or privacy right, through the use of the Equipment and/or Services. Redaptive reserves the right, at its expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer (without limiting Customer’s indemnification obligations with respect to that matter), and in that case, Customer agrees to cooperate with Redaptive’s defense of those claims.
9. Damages Limitation; Limitation of Liability. Nothing in these Terms and in particular within this “Limitation of Liability” section shall attempt to exclude liability that cannot be excluded under applicable law. IN NO EVENT WILL REDAPTIVE’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED AN AMOUNT EQUAL TO THE SUM OF THE FEES PAID BY CUSTOMER FOR REDAPTIVE EQUIPMENT AND/OR SERVICES UNDER THE ORDER GIVING RISE TO THE LIABILITY. REDAPTIVE WILL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR CONTINGENT DAMAGES WHATSOEVER ARISING OUT OF THESE TERMS OR ITS PERFORMANCE OR BREACH, EVEN IF REDAPTIVE IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the generality of this Section 9, Redaptive specifically disclaims any liability for property damages, penalties, special or punitive damages, damages for lost profits or revenues, down-time, lost good will, cost of capital, cost of substitute Equipment or Services, or for any other types of economic loss, or for claims of Customer’s customers or any third party for any such damages, costs, or losses. The limitations of liability in this Section 9 are a fundamental part of these Terms and enable Redaptive to provide the Equipment and Services to Customer at lower prices. The foregoing limitations apply even if any remedy fails its essential purpose.
10. Force Majeure. If either party is rendered wholly or partly unable to timely perform its obligations under these Terms because of a Force Majeure event, that party will be excused from the performance affected by the Force Majeure event (but only to the extent so affected) and the time for performing such excused obligations will be extended as reasonably necessary; provided, that: (i) the party affected by such Force Majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence of the claimed Force Majeure event, gives the other party prompt written or oral notice describing the event; (ii) the suspension of or extension of time for performance is of no greater scope and of no longer duration than is required as a result of the Force Majeure event; and (iii) the party affected by such Force Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably possible. Notwithstanding anything in these Terms to the contrary, the obligation to make any payment due under these Terms or the Order will not be excused by a Force Majeure event. In the event that a Force Majeure event continues for a period of 60 consecutive days, the affected party may terminate these Terms upon seven (7) days prior written notice to the other party.
11. Assignment. Neither the rights nor the obligations arising under these Terms are assignable by Customer, and any such attempted assignment shall be void and without effect except that Customer may, without the prior written consent of Redaptive, directly assign its rights in the Firmware installed on any Equipment for which Redaptive has received full payment to a third party (a “Transferee”) solely in connection with transfer of ownership of that Equipment to the Transferee, and subject to execution of an agreement between the Transferee and Customer binding the Transferee to the applicable terms in these Terms relating to Firmware. Redaptive may assign these Terms at any time without notice or consent.
12. Confidentiality. Each party (the “Receiving party”) understands that the other party (the “Disclosing party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing party’s business, or any other information that should reasonably be considered to be confidential or proprietary given its nature or the context of its disclosure (“Confidential Information” of the Disclosing party). Confidential Information of Redaptive includes non-public information regarding features, functionality, and performance of the Equipment and Services. The Receiving party agrees: (i) to take reasonable precautions to protect such Confidential Information (but in no event less than a reasonable degree of care) and (ii) not to use (except solely in performance of the Services or as otherwise permitted in these Terms) or divulge to any third person any such Confidential Information. The Disclosing party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving party can document (a) is or becomes generally available to the public other than as a result of a breach of this Section 12, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing party, or (c) was rightfully disclosed to it without restriction by a third party, provided that such third party is not and was not prohibited from disclosing such Confidential information, or (d) was independently developed without use of or reference to any Confidential Information of the Disclosing party, or (e) is required to be disclosed by law.
13. Data Collection; Intellectual Property Ownership.
13.1 Data Collection. Customer acknowledges that Redaptive or Redaptive’s subcontractors may collect information and raw data related to Customer’s energy usage from the Equipment, Firmware, and Platform, or that the Equipment, Firmware, and Platform may deliver certain information and raw data related to Customer’s energy usage to Redaptive or its subcontractors (“Customer Data“). Customer hereby grants Redaptive and Redaptive’s subcontractors and partners a non-exclusive, irrevocable, perpetual, sublicensable, worldwide right to use, copy, distribute, display, perform and make derivative works of such data for any legitimate business purpose of Redaptive or Redaptive’s subcontractors or partners, provided that any general public disclosure of such data will be done in a way such that Customer’s identity is not, and cannot through reasonable efforts, be determined.
13.2 Intellectual Property Ownership. As between the parties, Redaptive will own and retain all right, title, and interest in and to (i) the Redaptive IP and Redaptive Materials, and all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with the Redaptive IP or Redaptive Materials, (c) any information or data that is collected or derived from the Equipment and/or Platform and any information or data that is provided to Customer as part of the Services (excluding the Customer Data), and (d) all intellectual property rights related to any of the foregoing. As between the parties, any and all Redaptive IP are the sole and exclusive property of Redaptive or its licensors and Customer will not acquire any ownership interest in any Redaptive IP under these Terms. Except as expressly set forth in these Terms, nothing in these Terms grants any right, title, or interest in or to (including any license under) any Redaptive IP, whether expressly, by implication, estoppel, or otherwise.
14. External Communications. Customer authorizes Redaptive to use the name, corporate logo, trade name, service mark, or trademark of Customer to display on Redaptive’s website or other marketing materials.
15. General Provisions.
15.1 Choice of Law. The law of the State of California will govern these Terms without giving effect to conflict of laws principles. Notwithstanding the foregoing, if the Site at which the Services will be performed is located in the United Kingdom, English law shall govern these Terms.
15.2 Arbitration and Attorneys’ Fees. Except with respect to disputes arising from or related to Equipment installed at Sites located in the United Kingdom, any dispute arising from or relating to these Terms will be conducted in the English language and arbitrated in San Francisco, California. The arbitration will be administered by JAMS Arbitration and Mediation services in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered in any court of competent jurisdiction. Disputes arising from or related to Equipment installed at Sites located in the United Kingdom will be conducted in the English language and arbitrated in London, England before three (3) arbitrators. The arbitration will be governed by the provisions of the Arbitration Act 1996. Such arbitration shall be decided pursuant to the Rules Arbitration of the International Chamber of Commerce (ICC) from time to time in force.
If the parties agree, a mediator may be consulted prior to arbitration. The prevailing party in any dispute arising out of these Terms will be entitled to reasonable attorneys’ fees and costs. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the Terms and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (ii) to award damages in excess of the types and limitation of damages found in the Terms.
Notwithstanding the agreement to arbitrate, each party may apply at any time to a court of competent jurisdiction for appropriate injunctive relief or for other interim or conservatory measures, and by doing so will not breach or waive the agreement to arbitrate or impair the powers of the arbitrator.
15.3 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 12 or, in the case of Customer, Section 3.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
15.4 Notices. Any notice to Customer will be sent by email to the email address identified in the Order and/or provided by Reseller. All notices to Redaptive should cc legal@redaptiveinc.com. Notwithstanding the foregoing, Redaptive may make changes to these Terms in accordance with Section 15.5.
15.5 Changes to these Terms. Redaptive reserves the right to make changes to these Terms. Redaptive will post notice of changes to this page by updating the “Last Updated” date above. Customer should ensure that it has read and agreed with the most recent Terms when Customer uses the Equipment and/or Services. Continued use of the Equipment and/or Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms.IF CUSTOMER DOES NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, CUSTOMER SHOULD CEASE ACCESSING AND/OR USING THE EQUIPMENT AND/OR SERVICES.
15.6 Severability. If any provision of these is found unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
15.7. Waiver. All waivers by Redaptive will be effective only if in writing. Any waiver or failure by Redaptive to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
15.8 Third-Party Beneficiaries. If Customer agrees to these Terms in connection with Customer’s acquisition of Equipment from a Redaptive reseller, Customer acknowledges and agrees that Redaptive is an intended third-party beneficiary of these Terms, with an independent right of enforcement against Customer. Except as otherwise expressly provided in the previous sentence, these Terms and all rights hereunder and under the Order are intended for the sole benefit of the parties hereto and will not imply or create any rights on the part of, or obligations to, any other person.
15.9 Relationship. Nothing in these Terms creates any agency, joint venture, partnership or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
15.10 Survival. Any provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of these Terms, including but not limited to Sections 3.3, 8, 9, 12 and 15.
15.11 Entire Agreement. These Terms, together with any other agreements expressly incorporated by reference in these Terms, is the entire and exclusive understanding and agreement between Customer and Redaptive regarding Customer’s use of the Equipment and/or Services.
Questions or Additional Information. If you have questions regarding these Terms, please contact Redaptive by emailing legal@redaptiveinc.com