TERMS OF USE

Last Updated: January 6, 2020

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These Terms of Use (the "Terms of Use") are entered into between you and Resource Innovations, Inc. ("Website Owner" or "Resource Innovations") and specify the terms and conditions which govern your use of and access to https://centerpointenergy.ri-esuite.com including any content, functionality, and services offered on or through https://centerpointenergy.ri-esuite.com (the "Site") whether as a guest or a registered user. By using the Site or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://centerpointenergy.ri-esuite.com/about/privacy_policy, incorporated herein by reference for as long as you remain a user. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, PLEASE DO NOT ACCESS OR USE THE SITE.

Terms of Use Versions. WEBSITE OWNER RESERVES THE RIGHT TO CHANGE THE TERMS OF USE AT ANY TIME AND WITHOUT NOTICE TO YOU. THE MOST CURRENT VERSION OF THESE TERMS OF USE, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO THE SITE. You are hereby put on notice that you are obligated to periodically review this document to make yourself aware of any changes hereto, and any continued use of the Site shall constitute your acceptance thereof.

Privacy. All information we collect on this Site is subject to the Privacy Policy. By using the Site, you consent to all actions taken by Website Owner with respect to your personal information and data in compliance with the Privacy Policy.

Ownership. You recognize and agree that (i) the Site, all ideas, concepts, know-how, or techniques relating to the use, operation or functioning of the Site, and the Site’s entire contents, features and functionality (including but not limited to all information, the user interface, application software, online tools, text displays, images, illustrations, database schema, and all related design, selection, and arrangement thereof) provided by or through the Site (the "Content") are the property of Website Owner or its licensors and are protected by copyright, trademark, trade secret, and all other applicable intellectual property or proprietary rights laws; and (ii) you do not acquire any right, title, or interest in or to the Content, except the limited and temporary right to use the Content as necessary for your lawful use of the Site.

Website Owner retains all right, title, and interest in and to the Site and the Content, including without limitation all software used to provide the Site and Content, and all logos, trademarks and copyrighted materials reproduced through the Site. These Terms of Use do not grant you any intellectual property rights or licenses in or to the Site, the Content or any of its components. Subject to all applicable laws, you agree that you will not copy, distribute, republish, modify, create derivative works of, or otherwise use the Content or the Site in any unauthorized way, without the prior written consent of Website Owner.

Subject to applicable laws, you also expressly acknowledge and agree that your use of the Site and Content is solely and exclusively for and in connection with your participation in a Program (defined below) (or as a Trade Ally) or for general informational purposes, and that you will refrain, desist and forgo any attempt or effort to create, develop, use, adopt, make or implement a competitive product, service, tool or other commercial or non-commercial offering based on any of the Content available on this Site (or any other Website Owner intellectual property and proprietary rights), and acknowledge that any such use may violate the intellectual property and proprietary rights of Website Owner in and to the Site and the Content. Website Owner reserves the right to temporarily suspend or revoke your rights to use and access the Site and its Content if Website Owner reasonably believes you may be in violation of the foregoing terms, and to pursue any and all legal or equitable remedies to enforce its rights in and to Website Owner intellectual property and proprietary rights.

The Resource Innovations name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Website Owner or its affiliates or licensors. You must not use such marks without the prior written permission of Website Owner. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

User Accounts. If you choose, or are provided with, a user name or password, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name or password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. Website Owner has the right to disable any user name, password, or other identifier, whether chosen by you or provided by Website Owner, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

User accounts and user IDs are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Site with his or her user ID and password. You may not assign these Terms of Use, in whole or in part, or delegate any of your responsibilities (including use and access rights) hereunder to any third party, except with the prior written permission of Website Owner. Any such attempted assignment or delegation will not be recognized by Website Owner unless acknowledged by Website Owner in writing. Website Owner has no obligation to provide you with written acknowledgment. Website Owner may, at any time and in its sole discretion, assign these Terms of Use, in whole or in part, or delegate any of our rights and responsibilities under these Terms of Use to any third party or entity.

Site Use. Website Owner grants you a limited, revocable, nontransferable, nonexclusive license to use this Site and the materials made available to you through the Site for CenterPoint Energy’s Commercial and Industrial program ("Program") only. You agree not to copy materials on the Site, reverse engineer or attempt to gain unauthorized access to the Site, or use materials, products or services offered on the Site in violation of any law. You may use the Site only for and during your participation in the Program and shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site or Content in any way; (b) modify or make derivative works based on the Site or its Content; (c) create or post Internet "links" to the Site on any other server or wireless or Internet-based device; (d) reverse engineer or reverse compile the Site and its Content; (e) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (f) send, upload, or store infringing, obscene, defamatory, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (g) send or store material containing harmful computer code, files, scripts, agents or programs; (h) interfere with or disrupt the integrity or performance of the Site or the data contained therein; (i) attempt to gain unauthorized access to the Site or its related systems or networks; or (j) impersonate any person, or misrepresent your identity or affiliation with any person or organization. The use of this Site is at the discretion of Website Owner and Website Owner may terminate or suspend your use or access to all or part of the Site at any time and for any reason, including without limitation, any violation of these Terms of Use.

You will refrain, desist and forgo any attempt or effort to create, develop, use, adopt, make or implement a competitive product, service, tool or other commercial or non-commercial offering based on your use and access to Website Owner’s websites, including the Site, and web-based tools, and acknowledge that any such use may violate Website Owner’s intellectual property and proprietary rights in and to such software products and services. Website Owner reserves the right to temporarily suspend or revoke your rights to use and access the Site, the Content and Website Owner products and services, if Website Owner reasonably believes you may be in violation of the foregoing terms, and to pursue any and all legal or equitable remedies to enforce its rights in and to Website Owner intellectual property and proprietary rights.

Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Site, the Content, and Website Owner products and services, and such use will not violate any applicable law or regulation, infringe any third party’s intellectual property, privacy, or publicity right. You further agree that information provided by you is truthful and accurate to the best of your knowledge.

Geographic Restrictions. The Website Owner is based in the state of California in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own initiative and are responsible for compliance with local laws.

Indemnification. You agree to defend, indemnify, and hold harmless Website Owner, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, any violation of Website Owner’s intellectual property rights by you or your agents with respect to any software products or tools offered by Website Owner either directly or indirectly though the Site, or your use of the Site, including, but not limited to, your contributions, any use of the Site’s Content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site.

Disclaimer. THE INFORMATION ON THIS SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PROVIDED BY LAW, WEBSITE OWNER DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WEBSITE OWNER BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, OR USE OF THE INFORMATION CONTAINED ON THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in these Terms of Use that directly conflict with such laws may not apply to you.

Use of Information. Website Owner reserves the right, and you authorize us, to use and assign all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

Applicable Law. Except as otherwise set forth in applicable third party terms and conditions, all matters relating to the Site and these Terms of Use and any dispute or claim arising therefrom or related thereto shall be governed by the laws of the state of California, without regard to conflicts of laws provisions.

Severability. If any provision of these Terms of Use shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary such that the remaining provisions of the Terms of Use will continue in full force and effect.

No Waiver. The failure of Website Owner to exercise or enforce any right or provision set out in these Terms of Use shall not operate as a waiver of such right or provision. Any waiver of these Terms of Use by Website Owner must be in writing and signed by an authorized representative of Website Owner.

Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

Entire Agreement. The Terms of Use, salesforce.com terms of use, and Privacy Policy constitute the entire agreement between you and Website Owner regarding your use of the Site, and all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, between you and Website Owner with respect to this Site. Notwithstanding the foregoing, you may also be subject to additional Terms of Use and conditions, posted policies, guidelines, or rules that may apply when you use different features of the Site.