End User License Agreement

1. “Application” means the computer application, services, applications, software, features, online services, tools or any third-party Software tools integrated and managed by the Software.
2. “Confidential Information” means the Subscription Product and any related Software and all manuals, data, documentation, information and other materials provided to You by ICF containing confidential or proprietary information that ICF characterizes as confidential at the time of its disclosure either in writing or orally, except for information which You can demonstrate: (a) is previously rightfully known to You without restriction on disclosure; (b) is or becomes, from no act or failure to act on Your part, generally known in the relevant industry or public domain; (c) is disclosed to You by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by You without access to the confidential and proprietary Information.
3. “Content” means software (including machine images), applications, online services, software, tools, modules, features, technology, data, text, audio, video, images or other content Available through the Site.
4. “Customer” or “Licensor” means the Party which acquired the Subscription and executed the agreement on the basis of which access to the Software is being provided.
5. “End-User” or “You” means the end user, entity (Customer) or natural person executing and accepting this EULA.
6. “Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”
7. “Personal Data” has the meaning as described in the applicable data protection laws and shall include, without limitation, any data or information (regardless of the medium in which it is contained and whether alone or in combination) that relates to an identified or identifiable natural person.
8. “Software” or “Subscription Product” means ICF’s EnergyInsite™ software applications, online services, tools, modules, features, and technology, including its updates, upgrades, derivatives, documentation, software as a service and related services, a description of which is set out at EnergyInsite (energy-insite.azurewebsites.net).
9. “Subscription” means a license to access and use the Subscription Product.
10. “Subscription Term” refers to the period of time for which Customer has acquired the Subscription.
11. “Support and Updates” means any Software support and updates services provided by ICF.

1. Relationship with other documents. The clauses established herein are applicable inasmuch as they are compatible with any other written agreement entered between us and the Customer. In such case, that agreement shall prevail over any clause of this EULA.
2. Your agreement hereunder is not contingent upon the delivery of any future functionality.

The Subscription Product and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of ICF and its licensors. The Subscription Product is protected by copyright laws and international treaties. ICF and its licensors reserve all rights in and to the Subscription Product or related intellectual property not expressly granted to You in this EULA. The Subscription Product (and all copies thereof) is provided as a subscription license to You, not sold, under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by You to ICF with respect to the Subscription Product shall be ICF’s property. ICF may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to You. You also agree that ICF does not waive any rights to use similar or related ideas previously known to ICF, developed by its employees, or obtained from other sources.

Subject to the terms of this EULA, we grant to the User a single, non-exclusive, non-sublicensable, non-transferable, worldwide license (“LICENSE”) to access and use the Subscription Service through User’s creation of one (1) unique login and password (“Access Credentials”).

Except as otherwise agree to in writing by the parties, You agree not to, and You will not permit others to:

1. license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Subscription Product or make the Subscription Product available to any third party;
2. copy or use the Subscription Product;
3. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels in the Subscription Product;
4. modify, make derivative works of, decompile, disassemble, reverse compile or reverse engineer or attempt to derive source code of any part of the Subscription Product (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case You agree to first contact us and provide us an opportunity to create such changes as are needed for interoperability purposes);
5. share Access Credentials between Users;
6. release the results of any performance or functional evaluation of any of the Subscription Product to any third party without prior written approval of ICF for each such release;
7. use the Subscription Product to provide third party training;
8. disclose results of any Subscription Product outputs to any third party without our prior written consent;
9. use the Subscription Product in any way that is contrary to the terms and conditions of this EULA;
10. display, store, process or transmit any Content, that may (i) menace or harass any person or cause damage or injury to any person or property; (ii) involve the publication of any material that is false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm; (iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights; or
11. use the Subscription Product for any unlawful purposes.

You are responsible for all your activity in connection with the Software. If You violate any of these restrictions, it will be a violation of this EULA and the rights of EnergyInsite and/or its licensors and You may be subject to prosecution and liable for damages.

You shall (a) use the Software in accordance with this Agreement and all applicable laws, including privacy, export control, and sanction laws; (b) promptly report to ICF any flaws, errors, bugs, defects, abuse or intellectual property infringement, or other problems in or with the Software that you identify to [EMAIL ADDRESS]; (c) obtain any legally-necessary consents and/or provide required privacy notices to any party whose Personal Data you input into the Software; (d) comply with the applicable provisions of ICF’s and any other applicable privacy statement EnergyInsite (energy-insite-release.azurewebsites.net); (e) comply with any and all additional requirements of applicable data protection and privacy law, including, but not limited to, conducting transfer impact assessments, data protection or privacy impact assessments, and risk assessments; (f) prior to inputting, or otherwise delivering to ICF, any content, data, material, or other information whatsoever, obtain the consent of any party from which consent may be required to so input or otherwise deliver to ICF any of the same; and (g) otherwise comply with the provisions of this Agreement.

We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve or modify the performance of the Subscription Product and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If You do not want such Updates, Your remedy is to stop using the Subscription Product. If You do not cease using the Subscription Product, You will receive Updates automatically. You acknowledge that You may be required to install Updates to use the Subscription Product and You agree to promptly install any Updates we provide. Your continued use of the License Product is Your agreement to this EULA.

1. As necessary for ICF (i) to provide support and updates to You or our Customers and (ii) to operate, manage and improve the Software, You grant to us the right and a license to host, copy, transmit and display Content and Applications in accordance with this EULA and limited to such purposes only.
2. You acknowledge that when You access or use the Software, ICF may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Software. You also may be required to provide certain information about yourself as a condition to downloading, installing, accessing, or using the Software or certain of its features or functionality. All information ICF collects as a data controller through or in connection with this Software is subject to our Privacy Statement. For more information about your information and the Software please also visit EnergyInsite (energy-insite-release.azurewebsites.net). By accessing, using, and providing information to or through this Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Statement.

Certain items of Software included with the Subscription Product may be subject to “open source” or “free software” licenses (“Open-Source Software”). Such Open Source Software may be owned by third parties. Any Open-Source Software used as part of the Subscription Product is not subject to the terms and conditions of this EULA. Instead, each item of Open-Source Software is licensed under the terms of the end user license that accompanies such Open-Source Software. Nothing in this EULA limits Your rights under, or grants You rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. If required by any license for particular Open-Source Software, ICF makes such Open-Source Software, and ICF’s modifications to that Open-Source Software, available by written request to ICF at the email or mailing address listed below.

This EULA and the License granted hereunder are effective on the date You first use the Subscription Product and shall continue for as long as You use the Subscription Product unless this EULA is terminated under this section. ICF may terminate this EULA at any time if You fail to comply with any term(s) hereof. Upon termination of this EULA, the License granted hereunder will be automatically canceled and You must stop all use of the Subscription Product, but the terms of Sections 2 through 18 (inclusive) will remain in effect, after any such termination.

Upon expiration or earlier termination of this Agreement, the License shall also terminate, and You shall cease accessing and using Subscription Product. No expiration or termination shall affect Licensee's obligation to pay all fees due under Customer’s Subscription or entitle You to any refund.

YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, AND/OR CONTENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICF PROVIDES THE SUBSCRIPTION PRODUCT “AS IS” AND WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EXPRESS OR IMPLIED OR STATUTORY OR OTHER WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

ICF MAKES NO WARRANTY THAT THE SUBSCRIPTION PRODUCT WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, COMPLETELY SECURE, OR ERROR-FREE. ICF DOES NOT GUARANTEE ANY SPECIFIC RESULTS OR OUTPUT FROM THE USE OF THE SUBSCRIPTION PRODUCT. YOU SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS AND OWNERSHIP OF ALL OF YOUR CONTENT AND APPLICATIONS.

The Subscription Product is provided for your general and informational use only, and not for use or sharing with any third party. ICF’s Subscription Product generates outputs and expected values by using information supplied by You, together with data accumulated through other studies of transactions, through ICF’s proprietary methodology and algorithms. All EnergyInsite™ outputs are provided AS-IS and without warranty. The outputs, calculations and projections expressed within the Subscription Product are not given for, or as an inducement or endorsement for, any financial transaction.

Your use of the Subscription Product is at your own risk, and you agree that ICF is not responsible or liable for any damages that may result from decisions made or actions taken based upon outputs generated through the Subscription Product tools. ICF does not have, and does not expect to have, any financial interest in the assets valued. In the event you request and ICF approves any disclosure of Subscription Product outputs to a third party, such disclosure shall be subject, additionally, to third-party’s written acceptance of this EULA and third-party’s agreement to ICF’s terms and conditions that the outputs are for informational purposes only and are not given for, or as an inducement or endorsement for, any financial transaction, and express waiving of claims against ICF for reliance on the outputs of the Subscription Product (“Non-Reliance Letter”), as provided in ICF’s then-current Non-Reliance Letter.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ICF BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, DATA OR DATA USE, OR CLAIMS OF THIRD PARTIES) ARISING FROM THIS EULA, WHETHER UNDER ANY THEORY OF LAW, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
2. ICF WILL NOT BE LIABLE FOR: (i) YOUR INABILITY TO USE THE SUBSCRIPTION PRODUCT, OR RELATED SUPPORT, INCLUDING AS A RESULT OF ANY (a) TERMINATION OR SUSPENSION OF SUBSCRIPTION OR (b) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SUBSCRIPTION PRODUCT AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; OR (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS; OR (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS EULA; OR (iv) ANY UNAUTHORIZED ACCESS, ALTERATION, THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT DUE TO YOUR NEGLIGENCE AND OR MISCONDUCT; OR (v) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE OUT OF ANY THIRD PARTY OR RESELLER SOFTWARE LICENSE.
3. ICF’S TOTAL AGGREGATE LIABILITY UNDER THIS EULA AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY ICF’S GROSS NEGLIGENCE IN AN AMOUNT NOT TO EXCEED $100.

1. Confidentiality. You agree to use the Subscription Product and ICF’s other Confidential Information only as expressly set forth herein, not to disclose such Confidential Information to any third party and to maintain adequate procedures to prohibit the unauthorized disclosure, duplication, misuse or removal of the Subscription Product. You shall use Your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this EULA. You shall not disclose, disseminate, publish, or communicate Confidential Information to any person, corporation or other third party without ICF’s prior written consent. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify ICF in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA and will cooperate with ICF in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. You will cooperate with ICF to identify the cause of such unauthorized disclosure and take those steps as ICF deems necessary and reasonable to investigate, audit, and remediate the cause of such a unauthorized disclosure. If You are legally compelled to disclose any of the Confidential Information, prior to such disclosure, You will (i) immediately notify ICF to allow ICF an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with ICF in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use. In the event such protection is not obtained, You shall disclose Confidential Information only to the extent necessary to comply with the applicable legal requirements.
2. For U.S. Government End Users. The Subscription Product is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the Subscription Product is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.
3. Export; Anti-corruption. The Subscription Product and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that You have the responsibility to obtain authorization to export, re-export, or import the Subscription Product and related technology, as may be required. You will indemnify and hold ICF harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by You of Your obligations under this section.
4. Compliance with Laws. You agree that Your use of the Subscription Product will comply with all applicable laws, including without limitation all applicable anti-corruption, anti-money laundering, antitrust, economic sanctions, export control, data protection, and modern slavery and human trafficking laws. ICF shall have the right to terminate this EULA, without notice and without liability, for any perceived or actual breach of this clause.
5. Assignment. Neither the rights nor the obligations arising under this EULA are assignable by You, and any such attempted assignment shall be void and without effect.
6. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
7. Notices. Any notice to You may be provided by email to the address that You registered with ICF.
8. Waiver; Remedies. Any waiver or failure by ICF to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided to ICF herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
9. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, strike, widespread disease, epidemic, or pandemic, shortage of materials, fire, earthquake, flood, terrorism, failure of utility or telecommunications providers, denial of service attach, failure of suppliers, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
10. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11. Governing Law. Venue. This EULA, and any claim, dispute, action, cause of action, issue, or request for relief relating to this EULA, will be governed by the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this EULA must be brought in a federal or state court located in the Commonwealth of Virginia and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that ICF may seek injunctive relief in any court having jurisdiction to protect its intellectual property or Confidential and Proprietary Information. If You reside in a country that will not apply Virgina law to the dispute, then where the Commonwealth of Virginia law is excluded from applying, Your country’s laws will apply to such disputes related to these terms.
12. Entire Agreement. To the maximum extent permitted by applicable law, this Agreement, together with the form used to request a Subscription (“Order Form”), all annexes, schedules, and exhibits attached thereto and all other documents that are incorporated by reference herein, constitute the entire agreement between You and ICF as to its subject matter, and supersedes all prior agreements, proposals or representations concerning the subject matter of this Agreement.