EPRI’s Supplementary Terms and Conditions for Use Case Repository‚Ä©

You have chosen to access the section of the Smart Grid Resource Center (“Repository”) that contains use cases  (“Use Cases”) provided by Users.  The Electric Power Research Institute and its affiliates and subsidiaries (“we” or “EPRI”) make the Repository available to you to further the goals of (1) providing education about smart grid technologies, (2) promoting and accelerating the development of the smart grid, (3) providing a platform for sharing information and collaboration, and (4) creating a centralized, searchable format for information related to the smart grid. The term “You” or “User” refers to the individual or a legal entity, as applicable, that accesses and uses the Repository. Sections 1, 4, 5, 6, and 7 of this supplement (the “Supplement”) contain the general terms and conditions that apply to the Use Cases. Section 2 contains additional terms and conditions that will apply to your upload of Use Cases to the Repository and Section 3 contains additional terms and conditions that will apply to your download of Use Cases from the Repository. When you upload a Use Case, you agree that certain intellectual property right pertaining to that Use Case will be licensed to others. See Section 2 for details. IMPORTANT – PLEASE READ THIS SUPPLEMENT CAREFULLY AS IT CONTAINS LEGAL TERMS AND CONDITIONS THAT ARE SPECIFIC TO THE REPOSITORY WHICH AMEND AND SUPPLEMENT THE TERMS AND CONDITIONS SET FORTH IN THE TERMS OF USE (“TERMS OF USE”), PRIVACY POLICY (“PRIVACY POLICY”) AND ALL OTHER RULES AND POLICIES SET FORTH ON THE SITE THAT ARE APPLICABLE TO YOUR USE OF THE SITE (COLLECTIVELY, THE “WEB SITE AGREEMENT”).  BY CLICKING ON THE “I AGREE” BUTTON, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS, PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD CLICK ON THE “CANCEL” BUTTON AND THEREBY DECLINE TO ACCESS AND USE THE REPOSITORY.

 1.          CONTACT INFORMATION.  In order to upload Use Cases to the Repository, you will be asked to provide some basic information including, without limitation, your name, company and contact information (“Contact Information”). We may display your Contact Information in connection with Use Cases you upload. You agree to allow us to share such Contact Information with any User who accesses, views, or downloads any Use Cases that you upload to the Repository, notwithstanding anything to the contrary in our Privacy Policy. You acknowledge that you will have access to the Contact Information of other Users who have uploaded Use Cases and you agree not to use such Contact Information in violation of the Terms of Use, including sending unsolicited mail or email or making unsolicited phone calls.

2.          UPLOADS.  

2.1        License.  When you upload a Use Case to the Repository, you hereby grant to us a worldwide, royalty-free, irrevocable, perpetual, non-exclusive, fully paid-up, sublicensable (through multiple tiers) license under all intellectual property rights to reproduce, modify, publicly display, distribute, create derivative works of, and otherwise use and exploit such Use Case in any and all media (now known or later developed). You should only upload Use Cases to the Repository that you are comfortable sharing with others under the terms and conditions set forth herein. You assume the entire risk of disclosing the Use Cases you upload to the Repository to any User who downloads such Use Cases from the Repository. 

2.2        Review.  We reserve the right to review each uploaded Use Case before we publish such Use Case to the Repository and to refuse to publish any Use Case in our sole discretion, but we have no obligation to review any Use Case.  

2.3        Patents.  To the extent that you own, have a license to, or know about any patents claiming inventions that are embodied in any Use Cases uploaded by you (“Use Case Patents”), you agree to disclose all such Use Case Patents at the time such Use Case is uploaded. Nothing contained herein shall be construed as granting a license to any Use Case Patents. You agree that if any third party desires to obtain a license to a Use Case Patent that you own or have the right to license, you will license to such third party the claims of such Use Case Patent necessarily infringed by the inventions embodied in the Use Case, on reasonable and non-discriminatory terms.

2.4        Representations Regarding the Use Cases.

(i)          You hereby represent and warrant that you have full right and authority in and to the Use Cases to grant the licenses set forth in Section 2.1.
(ii)         You hereby represent and warrant that the Use Cases that you upload to the Repository do not infringe the patent, copyright, trademark, or trade secret rights or any other intellectual property rights of any third party. 

3.          DOWNLOADS.  

3.1        License. Use Cases from other Users are made available to you through the Repository. Provided you are a User, and subject to the terms and conditions of this Supplement, we grant to you a worldwide, royalty-free, non-exclusive, fully paid-up license (without the right to sublicense) under any rights we have received from the User who uploaded the Use Case to download, reproduce, modify, publicly display, distribute, create derivative works of, and otherwise use the Use Cases in any and all media (now known or later developed), so long as you comply with (1) all applicable laws and (2) any intellectual property rights.

3.2        Marking.  You agree to retain any copyright, trademark, or other proprietary marks in each Use Case you download. 

3.3        Modifications and Derivative Works. The license granted to you pursuant to Section 3.1 permits you to modify or create derivative works of the Use Cases. To accelerate the development of the smart grid, we encourage, but do not require, you to repost to the Repository any modifications or derivative works you create. We also encourage, but do not require, you to (1) license and/or distribute any such modifications or derivative works under terms and conditions similar to the ones contained in this Supplement and (2) include a notice containing the attribution information of the original Use Case in your modification or derivative work.

 4.          DISCLAIMERS. EPRI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. All Use Cases are provided “AS-IS”. You agree and acknowledge that all Use Cases that you may download through the Repository are provided by other users and not by EPRI, and that EPRI is not responsible for the accuracy, reliability, or integrity of any such Use Cases or for any infringement by such Use Case or the inventions embodied therein. YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND RELIANCE UPON ANY USE CASE OF ANOTHER USER IS AT YOUR OWN DISCRETION AND RISK. YOU ARE RESPONSIBLE FOR COMPLYING WITH ANY INTELLECTUAL PROPERTY RIGHTS. YOU AGREE AND ACKNOWLEDGE THAT THE UPLOAD OF ANY USE CASES TO THE REPOSITORY IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR CONTENT OR ANY DAMAGE TO YOUR COMPUTER SYSTEM THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. YOU ARE SOLELY RESPONSIBLE FOR CREATING BACK-UPS OF YOUR USE CASES. 

5.          INDEMNIFICATION. You agree to indemnify, defend, and hold EPRI harmless from and against any and all loss, cost, liability, damage, and expense (including attorneys’ fees and other litigation costs) arising from or relating to (a) the substantive content of any Use Case, (b) any loss, damage, destruction, or corruption of any Use Case, (c) any Use Case you upload, (d) any use of a Use Case or exercise of the license rights granted herein, and (e) non-compliance with these terms.

 6.          LIMITATION OF LIABILITY.  TO THE GREATEST EXTENT ALLOWABLE BY LAW, UNDER NO CIRCUMSTANCES WILL EPRI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE CASES OR THE REPOSITORY, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, PROFITS OR USE, WHETHER OR NOT  EPRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY THEORY OF LIABILITY. EPRI’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE USE CASES, WHETHER UNDER TORT, CONTRACT, OR OTHERWISE,  SHALL NOT EXCEED FIFTY DOLLARS ($50). THE FOREGOING DISCLAIMERS, WAIVERS, AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.