AEGIS Energy Risk, LLC Terms and Conditions of Service
These Terms and Conditions of Service are effective March, 2019.
Additionally, if you are registering to use the Website on behalf of your company or are using the Website on behalf of your company, then you agree that you are authorized to do so and that you have authority to bind your company to these terms and conditions. Thus, you must have specific authority from your company before being granted access to use the Website. If you are using the Website on behalf of your company, then references to “you” or “your” in these terms and conditions will also include your company. You acknowledge and agree that in order to provide you with access to and use of the Services, we may provide your access information and account data to (i) an employee or agent who is identified in the registration data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated as a replacement administrator for your account by following the procedures required by us to effectuate such replacement.
Your Use of the Website
Grant of Right to Use the Website
The Website constitute proprietary information. We reserve all rights in the Website. Until termination of your right to use the Website, and as long as you meet any applicable payment obligations and comply with this Agreement, we grant you a personal, limited, nonexclusive, nontransferable right and license to use the Website for the purpose acceptable to and described by us. You may only use the Website in accordance with applicable laws, rules and regulations and these terms and conditions. Specifically, you may not:
- provide access to or give any part of the Website to any third party not affiliated with your company;
- reproduce, modify, copy, deconstruct, sell, trade or resell the Website or any information presented in the Website; or
- make the Website available on any file-sharing or application hosting service.
Notwithstanding the foregoing, you may download and reproduce your data using the tools available through the Website where available.
If you learn of any unauthorized use of your password or account, please contact us immediately. You are responsible for securely managing your password(s) for the Website and to contact us if you become aware of any unauthorized access to your account. We are not responsible for unauthorized use of your access information.
You are legally responsible for all information, data, text, messages or other materials (“Content”) uploaded, posted or stored through your use of the Website. You grant us a worldwide, royalty-free, non-exclusive license to host, including the use of providers of cloud-based hosting services, and use the Content in order to provide you with the Services. You agree not to use the Website for any illegal purpose or in violation of any applicable local, state, federal or international law. We may, but have no obligation to, monitor content on the Website. We may disclose any information necessary to satisfy our legal obligations, protect us or our customers, or operate the Website properly. We, in our sole discretion, may refuse to post, remove, or refuse to remove any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these terms and conditions. You agree not to use, nor permit any third party to use, the Website to upload, post, distribute, link to, publish, reproduce, copy, reformat engage in or transmit any of the following:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
Access to Your Other Accounts
In connection with your use of the Website and as part of the functionality that may be available from time to time, you may have access to certain online services and accounts pertaining to your data and information (the “Third Party Services”). The Website may from time to time allow you to access participating Third Party Services (if and to the extent provided by such third parties) to access research or other information to support you. You acknowledge and agree that we have no control over the Third Party Services or access to the Third Party Services, do not guarantee that you will be able to use the Website with the Third Party Services, and will have no liability whatsoever for any actions or inactions on the part of the third parties resulting in your inability to use or fully use the Website or the Services. You further acknowledge that in accessing the Third Party Services through the Website, your third party account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information (collectively, “Third Party Account Data”) may be collected and stored in your account on the Website depending upon the third party and type of account. You authorize us, in conjunction with our provision of the Services and operation and hosting of the Website, to (i) collect your Third Party Account Data, (ii) reformat and manipulate such Third Party Account Data, (iii) create and provide hypertext links to such third party, (iv) access such third parties’ websites using your Third Party Account Data, and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv). You hereby represent that you are the legal owner of your Third Party Account Data and that you have the authority to appoint, and hereby expressly does appoint, us as your agent with limited power of attorney to access and retrieve your Third Party Account Data on your behalf. You further acknowledge that we do not review your Third Party Account Data and agree that we are not responsible for its completeness or accuracy. You acknowledge and agree that (i) some third parties may not allow the Services or the Website to access the Third Party Services, and (ii) third parties may make changes to their websites, with or without notice to us, that may affect overall performance of the Website and prevent or delay aggregation of information from such websites.
Your Suggestions and Feedback
You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Websites, other products or Services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
Access to the Website
You may access the Website on multiple devices, including mobile devices. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: 1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE WEBSITE AT ANY TIME OR FROM ANY LOCATION; 2. ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND 3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE WEBSITE.
Trial Period and Your Payment Obligations
If you registered for a trial use of the Services for a limited period of time (“Trial Period”), you must decide to subscribe to the Services within the Trial Period in order to retain full access to any Content that you have posted or uploaded during the Trial Period. If you do not subscribe to the Services by the end of the Trial Period, your Content may no longer be available to you. To be very clear, after using the Services during the trial period, if you decide not to subscribe to the Services, you may not be able to access or retrieve any of the data you added/created during the Trial Period.
What We Are Not Offering or Providing
Unless specifically stated otherwise in writing from us, we are not in the business of providing legal, financial, investment, accounting, tax, or other professional services or advice. Please consult the services of a competent professional when you need that type of assistance.
Third Party Information and Services
The information we provide on the Website may originate from other, third-party sources. As such, we cannot guarantee the accuracy, timeliness or completeness of such information. Additionally, such information may come to us on a delayed basis. Thus, all information, whether originating from us or third parties, are provided “as is.” Neither we nor any of our independent information providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained or provided on the Website.
Our Rights and What We May Do
Communicating with You and Using your Information
Notwithstanding any provision to the contrary in these terms and conditions, you agree that we may aggregate and otherwise anonymize information and data relating to your hedge program for the purposes of developing hedging benchmarks consisting of such aggregated data from all companies on the platform. We agree to provide all benchmarks developed from such aggregated data to you at no cost so long as you maintain your data on the platform. Notwithstanding any provision to the contrary in the Agreement, you agree that we may disclose your hedge data to (a) certain financial institutions with which you have positions in place, and/or (b) certain financial institutions which serve as a capital provider to you. You authorize access to these financial institutions so long as access is used for internal business purposes.
Updates and Changes to Services and the Website
We have the right from time to time, in our sole discretion to revise, update, or otherwise modify the Services and the Website. We reserve the right to make any such changes effective immediately to maintain the security and integrity of the Website or our users’ access information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes. We may, from time to time, perform maintenance upon the Website resulting in interrupted service, delays or errors in the Website. We will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
Disclaimers of Warranties
YOUR USE OF SERVICES, INCLUDING BUT NOT LIMITED TO THE WEBSITE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THESE TERMS AND CONDITIONS, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AEGIS ENERGY RISK, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, UP-TIME, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY, PERFORMANCE OR CONTENT IN OR LINKED TO THE SERVICES OR THE WEBSITE. AEGIS ENERGY RISK AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. AEGIS ENERGY RISK, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE WEBSITE, WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
Limitations of Liability and Indemnity
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF AEGIS ENERGY RISK, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE WEBSITE, SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE IMMEDIATELY PRECEDING MONTH IN WHICH SUCH CLAIMS AROSE. SUBJECT TO APPLICABLE LAW, AEGIS ENERGY RISK, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, (C) USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET AEGIS ENERGY RISK SYSTEMS REQUIREMENTS, (D) ERRORS IN CALCULATIONS, PROGRAMMING OR ALGORITHMS, OR (E) INFORMATION OBTAINED FROM THIRD PARTIES. THE ABOVE LIMITATIONS APPLY EVEN IF AEGIS ENERGY RISK AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF AEGIS ENERGY RISK, ITS AFFILIATES AND SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES, THE WEBSITE, AND THEIR USE. You agree to indemnify and hold AEGIS Energy Risk and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of these terms and conditions (collectively referred to as “’Claims”). AEGIS Energy Risk reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by AEGIS Energy Risk in the defense of any Claims.
Changes to Terms of Service
Please review these terms and conditions on a regular basis, as we have the right to change them at any time without advance notice. Any change will be effective when posted on the Website or when we notify you by other means. Your continued use of the Services and the Website indicates your agreement to the changes.
No Agency Relationship
This Agreement does not, and shall not be deemed to create any type of agency, joint venture, employment, franchise or similar relationship between AEGIS and Company. AEGIS’ relationship with Company shall be that of an independent contractor for the limited purpose of AEGIS providing Company with Services. Neither Party has, nor will represent itself as having, the ability to represent, obligate or restrict the other Party.
It is expressly understood and agreed by AEGIS and the Company that nothing contained in this Agreement shall restrict or otherwise prohibit AEGIS from providing any services (including those similar to the Services) to any other person or entity.
Effect of Termination
Upon termination you must immediately stop using the Services and the Website and any outstanding payments will become due. Any termination of Service will not affect our rights to any payments due to us. We may terminate a trial or free account at any time. The terms and conditions that by their nature should reasonably continue after termination of Service will survive and remain in effect even if the Service is terminated.
Your Data and Information Upon Termination
You are responsible for storage of your data and information upon termination of the Services. Unless otherwise agreed in writing, we will not send you a copy of your Content or data but will make available means and functionalities for you to download your Content or data. If your account or the Service is terminated, within 2 weeks we will delete or make anonymous all data and markers that identify or reference your contact information and identity residing on the Website server.
You acknowledge that the Services and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
This Agreement constitutes the entire agreement and understanding between the parties pertaining to the subject matter hereof, and no party shall be liable or bound to any other party except as specifically set forth herein. This Agreement supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein. Each party is a sophisticated business and acknowledges and agrees that their respective rights and obligations are contractual in nature. This Agreement may not be amended or modified except in writing executed by each party.
Enforceability of Agreement
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the matters contemplated herein are consummated as originally contemplated to the greatest extent possible.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to such state’s principles of conflicts of law.
The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the state or Federal court of the United States of America located in the State of Texas and in the County of Harris. Each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (c) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
All notices, demands and other communications (each a “Notice”) which may or are required to be given or made by any party to any other party in connection with this Agreement shall be in writing (including facsimile) and shall be (a) delivered personally; (b) sent by documented overnight delivery service; (c) sent by facsimile transmission; or (d) sent by first class mail, postage prepaid. Such Notice shall be deemed to have been duly given (i) on the date of delivery, if delivered personally; (ii) on the Business Day after dispatch by documented overnight delivery service; (iii) on the date of facsimile transmission, provided that confirmation of a successful transmission is received by the sending party; or (iv) on the fifth Business Day after sent by first class mail, postage prepaid; provided, however, that Notice sent via electronic mail shall be deemed duly given only when actually received by the party to whom it is addressed. All communications shall be sent to the party’s address set forth on the signature page below, or at such other address as such party may designate by ten (10) days advance written notice to the other parties in accordance with this Section.
We may assign or transfer these terms and conditions and the agreement between us without your consent to (a) an affiliate, (b) a company through a sale of assets by AEGIS Energy Risk or (c) a successor by merger. You may not assign these terms and conditions and the agreement between us without our prior written consent. Any assignment in violation of this Section shall be void.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement.
Section Headings; Miscellaneous
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Except where the context clearly requires to the contrary: (i) all references in this Agreement to designated “Sections” are to the designated Sections and other subdivisions of this Agreement; (ii) instances of gender or entity-specific usage (e.g., “his”, “her”, “its”, “person”, or “individual”) shall not be interpreted to preclude the application of any provision of this Agreement to any individual or entity; (iii) the word “or” shall not be applied in its exclusive sense, unless the context otherwise requires; (iv) “including” shall mean “including, without limitation”; (v) references to laws, regulations, and other governmental rules, as well as to contracts, agreements, and other instruments, shall mean such rules and instruments as in effect at the time of determination (taking into account any amendments thereto effective at such time without regard to whether such amendments were enacted or adopted after the effective date of this Agreement) and shall include all successor rules and instruments thereto; (vi) references to “$”, “cash”, or “dollars” shall mean the lawful currency of the United States; (vii) references to “federal” shall be to laws, agencies, or other attributes of the United States (and not to any state or locality thereof); (viii) references to “days” shall mean calendar days; references to “business days” shall mean all days other than Saturdays, Sundays, and days that are legal holidays in the State of Texas; and (ix) references to monthly or annual anniversaries shall be to the actual calendar months or years at issue (taking into account the actual number of days in any such month or year). All Parties have participated substantially in the negotiation and drafting of this Agreement and agree that no ambiguity herein should be construed against either Party. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party.
How to Contact Us Regarding these Terms and Conditions
Please contact us at firstname.lastname@example.org should you have any questions about these terms and conditions.