Terms of Use

Agave® Systems (Agave® ) maintains this website to provide you with information about Agave®, its subsidiaries and affiliates, and their services and other promotional activities. Any use by you of this website operated by AGAVE® (the “Site”) is conditioned upon your acceptance of these Terms and Conditions of Use and our Privacy Policy (collectively, the “Terms”). By using this website, you agree that you have read, understood, and agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE WEBSITE AND LEAVE THE SITE NOW.

Copyright and Use of Information

All information and content (“Materials”) on this website and any intellectual property rights embodied therein are the property of AGAVE® or its information providers. Unless otherwise stated herein, none of the Materials on this website may be copied, reproduced, modified, distributed, sold, broadcast, stored or otherwise used without the express permission of AGAVE® or the original copyright holder.

You may display and print Materials available on this website solely for your personal, non-commercial use, provided that you do not modify the Materials and that you retain all copyright and other proprietary notices contained in the Materials. Unauthorized use of Materials contained on this site is expressly prohibited by law, and may result in severe civil and criminal penalties.

Elements of this website, including but not limited to its design and layout, are protected by trade dress and other laws and may not be copied or imitated, in whole or in part. No logo, graphic, video, sound or image from this website may be copied or retransmitted unless expressly permitted by NRG.

AGAVE® or its suppliers may provide software for download on the website. Use of software provided on the website is protected by copyright law and governed by the terms of the end user license agreement that accompanies such software. You may not install or use any software that contains an end user license agreement unless you first agree to the terms of the end user license agreement.

User Submissions

This Site may now or in the future permit the submission of images, videos or communications by you and other users (“User Submissions”) and the hosting, sharing and/or publishing of such User Submissions including through blogs. You understand and agree that whether or not such User Submissions are published, AGAVE® does NOT guarantee any confidentiality with respect to any submissions.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them and agree that any content (images, videos, communications, etc.) you share with or post to AGAVE® is subject to these Terms. In connection with User Submissions, you affirm, represent and/or warrant that: (i) you own or have the necessary licenses to use and authorize AGAVE® to use all intellectual property rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and the Terms; and (ii) you have the written consent, release, and/or permission of each and every identifiable person in the User Submission to use the name or likeness of each and every such identifiable individual person on the Site and according to these Terms. For clarity, you obtain all of your ownership rights in your User Submissions. However, by submitting the User Submissions, you hereby grant a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the User Submissions in connection with the Site and in connection with the business of NRG, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms.

You shall not (i) restrict or inhibit any User from using and enjoying the Site; (ii) engage in spamming or flooding; and/or (iii) attempt to gain unauthorized access to other computer systems through this Site.

You agree that AGAVE® retains the right to monitor any content through the Site and disclose any information as necessary or appropriate to satisfy any law, regulation or governmental request, to operate the Site properly, or to protect ourselves or our Users.

In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the User Submissions and to grant AGAVE® all of the license rights granted herein, (ii) submit material that is unlawful, defamatory, obscene, libelous, pornographic, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iii) publish falsehoods or misrepresentations that could harm AGAVE® or any third party or impersonate another person; or (iv) post advertisements or solicitations of business.

AGAVE® reserves the right to decide whether any material or User Submission is appropriate and complies with these Terms and/or violates any intellectual property law. AGAVE® may remove any such User Submissions, in whole or in part, and/or terminate a User’s access for uploading such material in violation of these Terms at any time without prior notice and at its sole discretion.

No Endorsements

AGAVE® does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and AGAVE® expressly disclaims any and all liability in connection with any User Submissions.

Digital Millennium Copyright Act (DMCA)

AGAVE® respects the intellectual property of others, and requires that the users of the Site do the same. If you believe that any User Submission or any Material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent including: (i) your name, address, telephone number and email address; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the alleged infringing material is located; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf (see 17 USC 512 (c)(3) for further detail).

The AGAVE® Designated Agent to receive notifications of claimed infringement is: Office of the General Counsel, AGAVE® 27132 Paseo Espada, Suite 1201, San Juan Capistrano, Ca 92675

Counter Notice – If you believe that your User Submission was removed (or to which access was disabled) and is not infringing, or that you have the authorization from the copyright owner or agent, or pursuant to the law, to post and use the material in your User Submission, you may send a Counter Notice including the following information to the AGAVE® Designated Agent: (i) your physical or electronic signature; (ii) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (iii) a statement by you that you have a good faith belief that the content was a result of mistake or misidentification of the content; (iv) your name, address, telephone number and email address; (v) a statement that you consent to the jurisdiction of California; and (vi) a statement that you will accept service of process from the person who provided the notification of the alleged infringement. If a Counter Notice is received by the Designated Agent, the Designated Agent may send a copy of the Counter Notice to the original complaining party.

For clarity, only DMCA Notices should go to the AGAVE® Designated Agent; any other feedback, comments, requests for technical support and other communications should be directed to AGAVE® at 949-481-9670

Liability Restrictions

While AGAVE® makes reasonable efforts to insure that all material on this website is correct, accuracy cannot be guaranteed. AGAVE® makes no representations or warranties as to the accuracy or completeness of the information contained in this website, results obtained from the use of this website, or interruptions in the availability of this website. You understand that when using the Site, you will be exposed to User Submissions from a variety of sources, and that AGAVE® is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You agree to waive any legal or equitable rights or remedies you have or may have against AGAVE® with respect thereto.

THE INFORMATION PROVIDED ON THIS WEBSITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. EVEN IF AGAVE® HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, AGAVE® AND/OR ITS SUPPLIERS DISCLAIM ALL RESPONSIBILITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST BUSINESS, LOST PROFITS, OR LOST DATA) ARISING FROM OR BECAUSE OF INACCURACIES OR OMISSIONS IN THE INFORMATION CONTAINED ON THIS WEBSITE, OR IN ANY WEBSITE LINKED TO OR FROM THIS WEBSITE. AGAVE® AND/OR ITS SUPPLIERS FURTHER DISCLAIM ANY LIABILITY ARISING FROM THE USE OF ANY MATERIALS ON THIS WEBSITE, INCLUDING ANY DAMAGE TO YOUR COMPUTER OR OTHER PROPERTY OR LOSS OF DATA ARISING FROM ANY USE OF THE MATERIALS OR THIS WEBSITE.

Some states may not allow this exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.

Trademarks

The trademarks, service marks, and logos (collectively, “Trademarks”) used and displayed on this website are registered and unregistered marks of AGAVE® and others. Nothing on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark. AGAVE® aggressively enforces its intellectual property rights to the fullest extent of the law. Agave®’s Trademarks may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this website, without our prior, written permission.

Third Party Links

This website contains links to other websites. AGAVE® is not responsible for the content of such websites including any changes or updates that are made to the linked website or the accuracy or completeness of the information provided on those websites. AGAVE® provides the links as a convenience to you and the existence of the links on this website does not imply that AGAVE® approves of or is affiliated with the linked organization or company, or its products or services, or that the linked organization or company approves of or is affiliated with NRG. AGAVE® does not vouch for those persons, companies, or other organizations whose goods or services may be accessed or displayed through or on the website.

Modifications

AGAVE® reserves the right to modify the information contained on this website or these Terms at any time without notice. You are responsible for reviewing these Terms on this website.

Accessing this website after any changes to these Terms have been posted thereon will constitute your acceptance of all such changes. You have the right to accept or reject any changes in these Terms. If you reject any changes in these Terms, please discontinue use of the website immediately. Unless specifically stated otherwise, any new features, products or services added to the website shall be subject to these Terms. Some new products or features may require your acceptance of new or additional terms before use.

Submitted Information

Any information, including but not limited to remarks, suggestions, ideas, graphics or other submissions, communicated to AGAVE® by you through this website, including but not limited to intellectual property related thereto, will be treated as non-confidential and non-proprietary and AGAVE® may, without compensation, copy, incorporate, distribute or otherwise use such communications for any commercial or non-commercial purpose. AGAVE® is under no obligation to post or use any submission you may provide, and AGAVE® may remove any submission at any time in its sole discretion. Notwithstanding the foregoing, all personal data provided to AGAVE® will be handled in accordance with our Privacy Statement. You are prohibited from posting or transmitting to or from this website any unlawful, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material.

Restriction, Suspension and Termination

AGAVE® may restrict, suspend or terminate your access to the Site and/or your ability to avail of any of the services on the Site, including interactive services, if we believe that you have breached these Terms at any time. Any such restriction, suspension or termination will be without prejudice to any rights that we may have against you with respect to your breach of these Terms. We may also remove the Site as a whole or any sections or features of the Site at any time without notice. You agree that AGAVE® shall not be liable to you or to any third party for any modification, suspension or discontinuance of any feature of the Site.

General

These Terms shall be governed in all respects in accordance with the laws of the State of California without regard to the conflict or choice of law rules thereof. The courts sitting in the state of California, federal and state shall have exclusive jurisdiction over any dispute arising hereunder.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and AGAVE® as a result of this agreement or use of the website. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall remain in effect. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to this agreement, to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.