June 17, 2016

Terms of Use

NYC Shared Solar Gateway

TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE.

Welcome to the NYC Shared Solar Gateway website at www.sharedsolarnyc.com (the “Site”).  By clicking “accept”, you agree to these Terms of Use.  The term “you” as used in these Terms of Use, whether capitalized or not, refers to the individual or legal entity using this Site, including developers of community shared solar projects and their partners (e.g. solar installers, software developers and hosts)  (“Developers”); owners of buildings and other land or property (“Owners”); and potential community shared solar project subscribers (“Subscribers” and, together with Developers and Owners, “Project Participants”).  If you do not agree to these Terms of Service, you are prohibited from accessing the Site and must immediately discontinue use.

The CUNY Policy on Acceptable Use of Computer Resources (http://www.cuny.edu/about/administration/offices/CIS/policies/ComputerUsePolicy.pdf ) is incorporated into these Terms of Use by reference and you should read them before using this Site.

The City University of New York (“CUNY” or “we”) reserves the right to change these Terms of Use at any time. You are responsible for regularly reviewing these Terms of Use and your use of the Site following any change constitutes your acceptance of such change.

INFORMATIONAL RESOURCE: The Site is an online information and coordination service for Developers, Owners, and Subscribers interested in developing and participating in community shared solar projects within the five boroughs of New York City (“Projects”).  CUNY does not broker, arrange, subscribe to or otherwise participate in agreements for shared solar project development and is not a party to any transaction between Project Participants. As a result, CUNY does not (a) guarantee or ensure any profile or listing on the Site or any transaction between Project Participants, (b) execute any documentation on behalf of Project Participants, or (c) develop, host, or subscribe to any Project. You are strongly encouraged to use due diligence to evaluate Project Participants and any Project proposal and to personally inspect any proposed Project site prior to signing any lease, site use, solar services, power purchase or subscription agreement, or any other Project agreement or other documentation; providing personal information to any party; or wiring or otherwise sending money for any deposit, payment or fee. By using the Site, you acknowledge that profiles and Project information are subject to change at the sole discretion of the Project Participant at any time and without further notice.

APPROVED USE:  CUNY hereby grants you a nonexclusive, nontransferable license to access and use the Site solely for the purposes of creating and posting a Developer or Owner profile; obtaining information about New York City’s One City community shared solar programs, Projects and Project Participants, and community shared solar outreach efforts; and communicating with Project Participants about Projects and proposed Projects (including, if you are an Owner, requesting and receiving bids and proposals from Developers and, if you are a Developer, submitting bids and proposals)in accordance with these Terms of Use (collectively, “Approved Uses”).  Use of the Site for commercial purposes (other than to obtain information about and contact Project Participants in your area, solely in connection with Projects and potential Projects) including without limitation use in furtherance of research and development activities performed for a commercial entity, or use for any purpose or in any manner that violates CUNY rules, regulations or policies, or federal, state or local law, is strictly prohibited.  If you use the Site for research, you agree to acknowledge the contribution of the Site and CUNY in any publication relating to the research.  Please indicate that the NYC Shared Solar Gateway is “© The City University of New York.  All rights reserved.”

PROJECT INFORMATION UPLOAD: You may upload information about your Project, proposed Project, or property onto the Site by completing the applicable template available on the Site and attaching additional relevant documentation.  By uploading information onto the Site you grant to CUNY the irrevocable, perpetual, world-wide right to copy, display, publish, distribute, modify, creative derivative works of, and otherwise use such information, in any medium, now or hereafter known, without compensation to you.  This includes, without limitation, the right, but not the obligation, to incorporate any information you upload to the Site into CUNY’s solar analytics database for internal use and for public display, in aggregate form on the New York City Solar Map (http://www.nycsolarmap.com/).  Uploading copyrighted or other proprietary material of any kind on the Site without the express permission of the owner of that material is prohibited and may result in civil and/or criminal liability. USE OF THE SITE AND THE DATA UPLOAD FUNCTION IS AT YOUR OWN RISK. While we will take reasonable precautions to ensure that the Site is secure, we cannot and do not guarantee that your data will be protected from exposure, access, or hijack by an unauthorized third-party during the loading process or while your uploaded data reside in the NYC Shared Solar Gateway database.  Any loss, exposure, or damage of data is strictly at your own risk.

Except as otherwise provided in these Terms of Service or other applicable terms, CUNY cannot and does not monitor all of the content posted or transmitted by you and other third-party information providers.  CUNY reserves the right, in its sole discretion, to monitor, refuse to publish, remove, delete, move or edit any content without notice, at any time for any reason. By using the Site, You expressly agree that CUNY (a) will not be liable for any claims, actions or judgments arising out of or related to any content and (b) may monitor, refuse to publish, remove, delete, move or edit any content without notice at any time for any reason, without liability. You further expressly agree that you are solely responsible for any and all content you submit to the Site.

INTELLECTUAL PROPERTY AND OWNERSHIP: We assert no claim of copyright in, or other ownership rights to, individual data items or other materials you may upload to the Site.  Except as specifically set forth in the previous sentence, the content of the Site, including without limitation, text, graphics, images, software that permits the access and use of the Site, the selection and arrangement of material on the Site, trademarks, service marks, trade names, and any other intellectual property related to the Site or CUNY (collectively, “Content”) is protected by intellectual property laws, including copyright laws, and is the property of CUNY or licensed by CUNY.  Except for Approved Uses, you are prohibited from copying, publishing, distributing, modifying, creating derivative works of, or otherwise using any Content without the express written consent of an authorized representative of CUNY.

The City University of New York, CUNY®, the names of CUNY colleges and schools and all related trade names and trademarks, the SUSTAINABLE CUNY® logo, NYSOLAR SMART®, and NYSOLAR SMART SOLARIZE® (“CUNY Marks”) are the property of CUNY.  You may not use any CUNY Mark in any advertisement, publicity or in any other commercial manner without CUNY’s prior written consent.  Other trademarks, service marks, and trade names used on this Site are the property of their respective owners.  References on the Site to any third party trade name, trademark, service mark, product, service or process, including without limitation those of an Installer, do not constitute or imply CUNY’s endorsement, sponsorship or recommendation of such third party trade name, trademark, service mark, product, service or process, unless otherwise explicitly provided.

THIRD PARTY SITES: This Site may periodically provide links to third-party Web sites (“Third-Party Sites”). This Agreement governs only this Site and not any Third-Party Sites. Our decision to link to a Third-Party Site is not an endorsement of the content or services in that linked Third-Party Site.  CUNY does not control these Third-Party Sites and expressly disclaims any responsibility for the content, the accuracy of the information and any products or services available on the Third-Party Sites. If you decide to access linked Third-Party Sites, you do so at your own risk. You should direct any concerns regarding any Third-Party Sites to the administrator of the applicable Third-Party Site. You should also refer to the separate terms of use, privacy policies and other rules posted on Third-Party Sites before you use them.

DISCLAIMER: The information shared through this Site is not a substitute to speaking with local jurisdictions about their permitting requirements and process, or conducting due diligence with respect to any site, Project, or Project Participants and any other third parties.  This Site is an information resource communication portal and Projects, Project Participant information and other information may be unavailable or inaccurate due to issues including, but not limited to, outdated posts, or incomplete or corrupted databases.  ANY INFORMATION, PRODUCT OR SERVICE PROVIDED THROUGH THIS SITE IS PROVIDED “AS IS” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, AND ALL EXPRESS OR IMPLIED WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING WITHOUT LIMITATION WARRANTIES (i) OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (ii) THAT THE SITE CONTENT IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE OR TIMELY, OR (iii) THAT THE SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS AND/OR VIRUSES.

Neither CUNY, nor the government of the City of New York or State of New York, nor any agency thereof, nor any of their employees, makes any warranty, express or implied, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or process disclosed, or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product, process, or service by trade name, trademark, manufacturer, or otherwise does not necessarily constitute or imply its endorsement, recommendation, or favoring by the United States government or any agency thereof.

DEVELOPER CONTACTS AND ARRANGEMENTS:  You may have the opportunity to contact Developers and other Project Participants and participate in Project or order or receive goods and services through links on the Site or by contacting Project Participants directly.  The database of Project Participants included on the Site developed through an application/verification process].  Installers are required to be NY-Sun eligible solar system contractors or certified by the New York State Energy Research and Development Authority in order to use the Site.  However, CUNY is not responsible for monitoring the status of Installers and does not guarantee that it will respond immediately to a change in an Installers eligibility or certification by removing the Installer from the Site or otherwise.  It is your responsibility to verify that Project Participants you contact have necessary and appropriate credentials for your location and project.

All goods and services are provided by Project Participants pursuant to agreements, licenses or other arrangements between that Installer and you.  All aspects of your transactions regarding goods and services with  Project Participants, including, but not limited to, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the applicable  Project Participant.  Your rights and remedies with respect to such transactions shall be solely against the applicable Installer and any questions, complaints or claims related to any goods or services should be directed to that Installer.

LIMITATION OF LIABILITY:  YOU HEREBY AGREE NOT TO HOLD CUNY, NEW YORK STATE, THE CITY OF NEW YORK, THEIR AGENCIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOST PROFITS OR REVENUE, OR DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH: ANY FAILURE OF PERFORMANCE; ERRORS; INACCURACIES; OMISSIONS; DEFECTS; UNTIMELINESS; INTERRUPTION; DELETION; DELAY IN OPERATION OR TRANSMISSION; COMPUTER VIRUS; COMMUNICATION LINE FAILURE; THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF CONTENT; UNAUTHENTICITY OF ANY CONTENT IN THE SITE; ANY GOODS OR SERVICES ORDERED AS A RESULT OF CONTACTS MADE THROUGH THE SITE OR THAT WERE OTHERWISE PROVIDED BY AN PROJECT PARTICIPANT OR SOMEONE AFFILIATED WITH THE SITE, OR FOR ANY ACTION OR INACTION OF ANY PROJECT PARTICIPANT, OTHER USERS OF THE SITE OR OTHER THIRD PARTIES; OR OTHER SIMILAR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE CONTENT OR SITE, EVEN IF CUNY, THE CITY OF NEW YORK, NEW YORK STATE, AND/OR ANY OF THEIR RESPECTIVE AGENCIES, AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

REPRESENTATIONS AND INDEMNIFICATION: You hereby represent and warrant that (a) you have all necessary authority, rights and permissions to submit the content to the Site, (b) the content you submit does not and will not infringe or misappropriate any copyright, trademark, trade secret, patent or other intellectual property right of any third party, including any rights of privacy or publicity, (c) the content you submit and your use of the Site does not and will not violate any applicable federal, state, or local law or regulation or cause injury to any person, and (d) the content you submit is truthful and accurate.  You agree to indemnify, defend and hold harmless, CUNY, New York State, The City of New York, their respective agencies and affiliates, and their respective officers, directors, employees, agents, and representatives from and against all claims, losses, expenses, liabilities, damages, and costs (including attorneys’ fees) arising out of or relating to your (a) use of the Site, (b) violation of any third party right, or (c) breach of any of these Terms of Use.  CUNY reserves the right to assume, at its own expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with CUNY in asserting any available defenses.  In any event, you agree not to settle any such matter without the prior written consent from CUNY.

Prohibited Activities

You shall not:

(a)    submit content that is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

(b)    engage in activity or submit content that could be harmful to minors;

(c)    engage in activity or submit content that harasses or advocates harassment of another person;

(d)    engage in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” to others;

(e)    engage in activity, submit content, or promote information, that is fraudulent, false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

(f)     submit content that contains restricted or password-only access pages, or hidden pages or images;

(g)    submit content that displays pornographic or sexually explicit material of any kind;

(h)    submit content that provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

(i)     engage in activities or submit content that solicit passwords or personally identifiable information for unlawful purposes from others;

(j)     except as otherwise expressly set forth herein, engage in commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising and pyramid schemes;

(k)    use the Site’s lead forms and/or email addresses or other contact information posted to the Site to advertise or promote products and services or to solicit site users in any manner other than as expressly set forth herein;

(l)     use any robot, spider or other automatic device, or a manual process, to access, monitor or copy web pages or the materials contained in the Site or for any other unauthorized purpose;

(m)  use any device, software or routine to interfere or attempt to interfere with the proper working of the Site; or

(o)    take any action that imposes an unreasonable or disproportionately large load on CUNY’s hardware and software infrastructure.

JURISDICTION:  These Terms of Use and all matters or issues collateral thereto shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed and performed entirely therein (without regard to any principles of conflict of laws), and jurisdiction for any court action in the State and County of New York.

PRIVACY: The Site uses Google Analytics, a web analytics service provided by Google, Inc. (“Google”) and other web analytics tools.  Google Analytics uses “cookies”, which are text files placed on your computer, to help the Site analyze how users use the Site.  The information generated by the cookie about your use of the Site (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the Site, compiling reports on Site activity for Site operators and providing other services relating to Site activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser, however please note that if you do this you may not be able to use the full functionality of the Site. By using this Site, you consent to the processing of data about you by Google in the manner and for the purposes set out above.

TERMINATION OF ACCESS OR SERVICE:  We have the right (though not the obligation) in our sole discretion to block your email or IP address, or otherwise terminate or suspend your access to or use of the Site (or any part thereof), and CUNY may exercise any other remedy available and remove any content you have provided, at any time and without notice, if you if CUNY believes that your use of the Site and/or any content you provide (a) violate (i) these Terms of Service, (ii) the rights of CUNY or another User, or (iii) any law or regulation, or are otherwise objectionable or inappropriate or (b) constitute fraudulent activity of any nature. You agree that monetary damages may not provide a sufficient remedy to Apartments.com for violations of these Terms of Service, and you consent to injunctive or other equitable relief for such violations without the requirement that CUNY post a bond.

WAIVER

You understand and agree that any individual or entity that violates any term of these Terms of Service is precluded from enforcing, agrees not to enforce, and covenants not to sue to enforce, any similar or related provision in any contract, including terms and conditions, terms of use and terms of service, asserted by such individual, entity or any affiliate thereof, as binding upon CUNY or any of its affiliates.

MISCELLANEOUS

If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of these Terms of Service will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect. Failure by CUNY to enforce any provision of this Terms of Service will not be deemed a waiver of future enforcement of that or any other provision of these Terms of Service. These Terms of Service and any other terms and conditions or policies applying to your use of the Site, constitute the entire agreement between the parties regarding the subject matter hereof.  Nothing contained herein shall be construed as creating a partnership, joint venture or agency relationship or granting a franchise between the parties.

IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE OR TO ANY CHANGES TO THESE TERMS OF SERVICE, PLEASE EXIT THE SITE IMMEDIATELY.

We reserve the right to modify, suspend or discontinue the Site, with or without notice, at any time and without any liability to Site users.

Last updated: 6/17/16