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Partner Terms of Service

Acceptance of Terms

Zentility provides its service to you subject to the following terms ("Terms of Service" or "Terms"), which may be updated as deemed necessary. These Terms of Service constitute a binding agreement between Zentility, Inc.  and you, governing your use of this website (the "Website") and the Services provided by the Software as defined herein.

  1. Zentility provides the platform for the Channel Partner to connect End Users to competitive retail rates, allowing the Channel Partner to recommend the best available rate given market timing and supplier participation (the "Service").
  2. For purposes of these Terms, the Web Platform shall be considered part of the Service, and both may be referred to collectively as the “Service”.
  3. By using the Service, you agree that you have read, understood, and agree to these Terms of Service and the Privacy Policy, which is incorporated herein (collectively, the "Terms"). If you do not agree to these Terms, then you should not use the Service.
  4. Zentility is not an energy provider.

Description of Service

Zentility will provide electricity and natural gas rates and contracting capabilities for deregulated states where Zentility is licensed to procure energy.  Zentility does not guarantee that it will always furnish the lowest rate available in the market or that the end user’s natural gas and/or electric bills will decrease in amount as a result of your use of the Service. An End User’s natural gas and/or electric bill is based on a number of factors, including but not limited to the market rate, quantity of energy usage, and other factors outside of the Zentility’s Control. You acknowledge that the End User’s energy bill may increase due to one or more of these factors. Unless explicitly stated otherwise, the Terms will apply to any new features of, or enhancements to, the current Service. The Service is provided "AS-IS" for your use.

Registration Obligations

When an End User’s account is registered on the Platform, you agree to provide true, accurate, current, and complete information about the End User and their business. We have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) if you provide any untrue, inaccurate, not current or incomplete information, or if we reasonably suspect that you have provided untrue, inaccurate, not current or incomplete information with the intent of being fraudulent, malicious, and/ or deceitful.

Use of this Service

In order to access some features of the website, End Users will have to create an account. You are not allowed to use another user's account without permission. When creating the End User’s account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You may change your password at any time by updating your Account Profile page. In addition, you agree to immediately notify Zentility, Inc. of any unauthorized use of your password or account or any other breach of security. Zentility Inc. is not liable for any loss or damage arising from your failure to keep your password secure.

You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or similar technological devices or programs, that access the website in a manner that sends more request messages to the Zentility Inc. servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Zentility Inc. grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Zentility Inc. reserves the right to revoke these exceptions either generally or in specific cases, in its sole discretion.

You agree not to collect or use any personally identifiable information including without limitation account names, email addresses, or other information from the website, nor use the communication systems provided by the website for any commercial solicitation purposes, including without limitation to solicit, for commercial purposes, any users of the website.

These Terms apply to all users of the website, including users who contribute information, ideas, and other materials or services on the website. The website may contain links that make it easier for you to connect to third party sites or that will let you access this website from third party sites. Linked third party sites are not under the control of Zentility Inc., and Zentility Inc. is not responsible for the contents of any linked site or any link contained in such a linked site. Existence of links to other third-party sites is not an endorsement by Zentility Inc. in favor of such site or the products or services contained in any linked site. If you choose to access a third-party website linked on this website, you do so entirely at your own risk. Concerns regarding services or resources or links should be directed to the provider of the outside service or resource. You are permitted to link to our homepage www.zentility.com without prior consent. Zentility Inc. at all times reserves the irrevocable right to rescind consent for any link to this website and to take any legal action it deems appropriate.

Intellectual Property Rights

The content on the Service, including without limitation, the text, graphics, and photos created by and for Zentility, interactive features ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Zentility, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of information of third parties obtained through the Service for your commercial purposes.

Data Rights

Zentility Inc. employs security measures that include: pseudonymization and encryption, monitoring of system integrity, periodic security review, and access to your energy usage data, property data and rate information ("Data") only by individuals with a need-to-know and pursuant to obligations of confidentiality.

You acknowledge that certain Services will require Zentility Inc., its affiliates and/or its service providers ("Affiliates") to access, store and manage your and your End User’s Data. If you request any such Service, you agree that Zentility Inc. and its Affiliates may access your system for acquiring Data for providing such Services. You alone are responsible for ensuring the accuracy and integrity of the Data. You must notify Zentility Inc. immediately of any problems with the Services or any errors in the Data.

You hereby grants to Zentility Inc. and its Affiliates a perpetual, non-exclusive, royalty-free, irrevocable right and license (i) to use, copy, perform, display, distribute and modify the Data in any manner or medium, now known or hereafter developed, in connection with the Services, and (ii) to prepare and use statistical analyses based on such Data ("Statistical Data"), which Zentility Inc. and its Affiliates may combine with other similar data from other customers and disseminate and otherwise use in aggregate form.

Subject to the licenses granted above, as between you and Zentility Inc., you will own and retain all right, title and interest in and to your Data.

Rules of Conduct

You agree to comply with all applicable laws, rules and regulations in accessing and/or using the website and/or the Service. In addition, your use of the website and/or the Service is conditioned on your compliance with the following rules of conduct. You agree not to:

  1. Use the website and/or the Service for any fraudulent or unlawful purpose.
  2. Except as allowed under applicable law, send unsolicited commercial email to the email addresses provided on or through the website. The posting of email addresses is not to be construed as, and does not constitute consent to use of them by any seller of services, any compiler of mailing lists, or any other non-authorized use without prior permission from Zentility Inc. In addition, spam, chain emails, advertising solicitations and similar email solicitations are expressly prohibited.
  3. Impersonate any person or entity, including, but not limited to, any website employee, agent, or representative; forge any TCP/IP packet header or any part of the header information in any e-mail; falsely state or otherwise misrepresent your identity or your affiliation with any person or entity; or express or imply that we endorse any statement you make.
  4. Transmit to or from this website any unlawful, threatening, libelous, defamatory, obscene, inflammatory or pornographic material or other material that could give rise to any civil or criminal liability under the law.
  5. Attempt to probe, scan or test the vulnerability of our website, system or network or to breach security or authentication measures without proper authorization.
  6. Restrict or inhibit any other person from using the website and/or the Service, including by means of hacking or defacing any portion of the website and/or the Service.
  7. Interfere or attempt to interfere with the proper functioning of the website and/or the Service, including, without limitation, via means of virus, overloading, "flooding", "mailbombing" or "crashing."
  8. Interfere with or violate any other website visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about website visitors or users, or about Zentility Inc., other employees and representatives identified on the website, without their express consent.
  9. Sell, resell, transfer, license, or exploit for any commercial purposes any use of or access to the website.
  10. Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the website and/or the Service.
  11. Frame or mirror all or any part of the website without our prior express written authorization.
  12. Provide, disclose, make available or allow access to, or permit use of any Service by any third party (except to the extent the Services are designed specifically for use by your clients).

Confidential Information

If you have signed a Channel Partner Agreement, then either Zentility Inc. or you (“Discloser”) may disclose to you or Zentility Inc., respectively (“Recipient”), information pertaining to the Content (“Purpose”) that the Discloser considers confidential (“Confidential Information”).  Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, agents or third party contractors who need to know it and if they have agreed with either party in writing to keep information confidential.  Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice.  This section will continue for 4 years after the Service Agreement terminates.

If you have signed a Channel Partner Agreement, Zentility Inc may identify you in its marketing efforts for the Service.

The breach of obligations regarding Confidential Information will cause irreparable harm to the other party and monetary damages may not be a sufficient remedy for an unauthorized disclosure of the Confidential Information. If the breaching party discloses the Confidential Information in violation of this agreement, the other party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance, or other equitable remedy to prevent competition or further disclosure, and may pursue other legal remedies.

Electronic Disclosure and Consent

This Terms of Use also constitutes your consent to your electronic receipt of disclosures, documents, and other information (the "Information") by electronic means, including without limitation, via this Service, by email, or via social media channels [such as Facebook or Twitter.] By using the Service and/or purchasing the Service, you agree that we may send you Information in an electronic form. When we wish to send you information or documentation electronically, we will use the electronic mail ("e-mail") address that you provide us. It is your sole responsibility to update this e-mail address in the event you change your e-mail address, or your e-mail address is compromised in any way. If you change your designated e-mail address, you must notify us by using the change of designated e-mail address feature at our Web Platform. Your change of designated e-mail address will be effective as of the end of the following business day. We reserve the right, in our sole discretion, to send you any of the Information in paper form instead of, or in addition to, electronic form.

The Information may include, without limitation, disclosures and notices which may be required under federal and state law; and information, agreements, disclosures and notices that are being provided to you in connection with the transactions you may enter into in an electronic form, even if the information, agreements, disclosures and notices are not required by applicable laws, rules, regulations or ordinances.

DISCLAIMER OF WARRANTIES

You expressly understand and agree that:

USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZENTILITY INC AND ITS SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (ZENTILITYS’ PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. 

ZENTILTIY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET THE END USER’S REQUIREMENTS OR PROVIDE END USERS WITH THE LOWEST UTILITY RATES AVAILABLE TO THEM; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE END USER FROM THE CHANNEL PARNTER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Your Representations and Indemnity

If you and or the End User sign a Service Agreement, you represent and warrant that (i) you are a legal entity duly organized, validly existing and in good standing; (ii) you have all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (iii) you have all rights necessary to provide the Data and any other materials (collectively, "Customer Materials") you provide or made available, and that such Customer Materials do not and will not infringe any rights of any third party, including, but not limited to, any contractual rights, copyright, trademark or trade secret rights or any right of privacy or publicity, (iv) your use of the Services will comply with all applicable laws, rules and regulations, (v) your execution of, and performance under, the Terms and Service Agreement shall not violate any agreement to which you are a party or by which you are bound; (vi) the Terms and Service Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; (vii) if you know or should know of any claims you have against Zentility Inc., its officers, directors, employees or agents, you have disclosed those claims in writing prior to executing the Agreement, or you waive such claims; (viii) you will not use the Services in order to directly or indirectly build either (a) a competitive product or service or (b) a product or service that contains features similar to any portion of the Services.

YOU WILL INDEMNIFY AND HOLD HARMLESS ZENTILITY INC. AND ITS SUBSIDIARIES, AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AGAINST ALL CLAIMS, DEMANDS, ACTIONS, EXPENSES, LOSSES, DAMAGES AND COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE LEGAL COSTS AND DISBURSEMENTS) ARISING FROM OR INCURRED AS A RESULT OF (A) YOUR ACTIVITIES IN CONNECTION WITH THE WEBSITE; (B) ANY VIOLATION OF THE TERMS OR, IF APPLICABLE, THE SERVICE AGREEMENT BY YOU; OR (C) ANY ALLEGATION THAT ANYTHING YOU TRANSMIT THROUGH OR IN CONNECTION WITH THE WEBSITE INFRINGES OR OTHERWISE VIOLATES THE COPYRIGHT, TRADEMARK, TRADE SECRET, PRIVACY, OR OTHER RIGHTS OF ANY THIRD PARTY.

Miscellaneous

(a) Limitation of Liability.

The exclusive measure of damages recoverable from claims arising from, under or in connection with the Terms, whether arising by negligence, intended conduct or otherwise will be limited to direct damages only and such damages will be the sole and exclusive remedy hereunder and all other remedies or damages are waived. In no event will the Zentility, Inc be liable for any incidental, consequential, punitive, exemplary or indirect damages, lost profits or other business interruption damages, lost or prospective profits, in tort, contract or otherwise even if the Channel Partner has been advised of the possibility of such damages. The provisions of this Section will survive the termination of the Terms.

If, notwithstanding the foregoing, the Channel Partner is found to be liable to Zentility, Inc. or any third party for any damage or loss which arises under or in connection with your use of the Service, the Channel Partner’s total cumulative liability shall in no event exceed the amount Zentility paid the Channel Partner for the Service in the three (3) months prior to the occurrence of the event which gave rise to any such liability.

(b) Choice of Law/Venue.

The Terms are governed by and will be construed in accordance with laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Maryland. The parties mutually consent to the jurisdiction of the federal and state courts in the State of Maryland and agree that any action, suit, or proceeding concerning, related to, or arising out of the Terms shall be brought there. The parties agree that they will not raise any defense or objection or file any motion based on lack of personal jurisdiction, improper venue, inconvenience of the forum, or the like in any case filed in a federal or state court in the State of Maryland.

(c) Entire Agreement.

Together, the Terms and, if applicable, the Channel Partner Agreement constitute the entire agreement between the Parties and supersede any prior or contemporaneous, oral or written, express or implied understanding between them respecting the subject matter hereof. In case of conflict between the Terms and the Service Agreement, the Service Agreement shall control. No modification, amendment or waiver will be effective or binding without the written consent of the parties.

(d) Severability.

If any provision of the Terms is, for any reason, adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment will not affect, impair or invalidate the remainder of the Terms which shall be enforced as fully as possible, but will be confined in its operation to the provision directly involved in the controversy in which judgment will have been rendered. The provision rendered invalid or unenforceable shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. 

No Third-Party Beneficiaries

The Terms and, if applicable, the Channel Partner Agreement are intended for the exclusive benefit of the parties and their respective successors and permitted assigns, and nothing in the Terms and, if applicable, the Channel Partner Agreement shall be construed as creating any rights or benefits in or to any third party, except as specified in, hereto.

Applicability of Revisions

Revisions to the Terms are effective one month after posting unless you have executed a Channel Partner Agreement that is not indefinite in duration. In such a case, the latest Terms posted prior to the effective date of the Channel Partner Agreement shall control for the initial term of the contract, and the Terms in place one month prior to any renewal shall control for any such renewal period.  If the Channel Partner Agreement is indefinite in duration, Zentility Inc. will attempt to notify you when the Terms are revised.

Assignment

You may not assign or transfer any of its rights or obligations under the Terms and, if applicable, the Service Agreement (including in connection with an acquisition, change in control, or to an affiliated party) either in whole or in part without the prior written consent of Zentility Inc.  Any attempted assignment or delegation without such consent will be void.  Zentility Inc. shall have the unencumbered right to assign the Terms and, if applicable, the Service Agreement, in whole or in part, to any third party.  Subject to the foregoing, the Terms and, if applicable, the Service Agreement shall bind and inure to the parties’ successors and assigns.