1. ACCESS TO THE SITE

1.1 License.  The Site, the Services, and the information and content available on the Site and in the Services (as these terms are defined herein) (collectively, the “Joule Properties”) are protected by copyright and other intellectual property laws throughout the world.  Subject to the Terms, Joule grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Joule Properties solely in connection with your use of the Services for your personal or internal business purposes. Unless otherwise specified by Joule in a separate license, your right to use any Joule Properties is subject to the Terms.

1.2 Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Joule Properties, whether in whole or in part, or any content displayed on the Joule Properties; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Joule Properties; (c) you shall not access the Joule Properties in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Joule Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Joule Properties shall be subject to these Terms. All copyright and other proprietary notices on the Joule Properties (or on any content displayed on the Joule Properties) must be retained on all copies thereof.

1.3 Modification.  Joule reserves the right, at any time, to modify, suspend, or discontinue the Joule Properties (in whole or in part) with or without notice to you.  You agree that Joule will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Joule Properties or any part thereof.

1.4 No Support or Maintenance.  You acknowledge and agree that Joule will have no obligation to provide you with any support or maintenance in connection with the Joule Properties.

1.5 Ownership.  You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Joule or Joule’s suppliers.  Neither these Terms (nor your access to the Joule Properties) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.1. Joule and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

1.6 Feedback.  If you provide Joule with any feedback or suggestions regarding the Joule
Properties (“Feedback”), you hereby assign to Joule all rights in such Feedback and agree that Joule shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  Joule will treat any Feedback you provide to Joule as non-confidential and non-proprietary. You agree that you will not submit to Joule any information or ideas that you consider to be confidential or proprietary.

5. THIRD-PARTY LINKS, APPLICATIONS & ADS; OTHER USERS

5.1 Third-Party Links, Applications & Ads.  The Site may contain links to third-party websites and services, applications and/or display advertisements for third parties (collectively, “Third-Party Links, Applications & Ads”).  Such Third-Party Links, Applications & Ads are not under the control of Joule, and Joule is not responsible for any Third-Party Links, Applications & Ads.  Joule provides access to these Third-Party Links, Applications & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links, Applications & Ads.  You use all Third-Party Links, Applications & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, Applications & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2 Content Provided by Other Users or Venues. Joule Properties may contain User Content provided by other users or Content provided by event venues (“Venue Content”).  Joule is not responsible for and does not control User Content or Venue Content.  Joule has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content or Venue Content.  You use all User Content or Venue Content and interact with other users at your own risk.

5.3 Release.  You hereby release and forever discharge the Joule (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links, Applications & Ads).  If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

2. REGISTRATION.

2.1 Registering Your Account. In order to access certain features of Joule Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a user who has registered an account through the Website (“Account”).

2.2 Registration Data. In registering an Account, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Joule Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Joule Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Joule immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Joule has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Joule has the right to suspend or terminate your Account and refuse any and all current or future use of Joule Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time.  Joule reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Joule Properties if you have been previously removed by Joule, or if you have been previously banned from any of Joule Properties.

2.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Joule.

​

2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Joule Properties.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Joule Properties

3. CONTENT.

3.1 Types of Content. You acknowledge that all files, materials, data, text, audio, video, images or other content, including Joule Properties (“Content”), is the sole responsibility of the party from whom such Content originated.  This means that you, and not Joule, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Joule Properties (“Your Content”), and that you and other users of Joule Properties, and not Joule, are similarly responsible for all Content they Make Available through Joule Properties (“User Content”).

3.2 No Obligation to Pre-Screen Content. You acknowledge that Joule has no obligation to pre-screen Content (including, but not limited to, User Content or Content provided by event venues), although Joule reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Joule pre-screens, refuses or removes any Content, you acknowledge that Joule will do so for Joule ’s benefit, not yours. Without limiting the foregoing, Joule shall have the right to remove any Content that violates the Terms or is otherwise objectionable

3.3 Storage. Unless expressly agreed to by Joule in writing elsewhere, Joule  has no obligation to store any of Your Content that you Make Available on Joule Properties.  Joule has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Joule Properties. You agree that Joule  retains the right to create reasonable limits on Joule ’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Joule in its sole discretion

3.4 Your Content. You grant Joule a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Joule Properties to you and to our other users.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Joule , are responsible for all of Your Content that you Make Available on or in Joule Properties.

6. EVENT WAIVER

In participating in an Event, you acknowledge that the Event may be transmitted on a live and/or delayed basis, and that it may be recorded and photographed. You agree to be recorded and photographed, and consent to the use of your name, biographical details, image, likeness, actions and/or voice, throughout the world, in perpetuity, without further authorization or any compensation, in any media, whether now known or hereafter devised, including, without limitation, broadcast, cable and satellite television, social media and the Internet (e.g., YouTube, other digital video platforms, etc.) and mobile platforms (including mobile applications), and for any business purpose (including commercial, merchandising and promotional purposes) of Joule Parties.

7. DISCLAIMERS

THE JOULE PROPERTIES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND JOULE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JOULE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE JOULE PROPERTIES, EVEN IF JOULE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. TERM AND TERMINATION.  Subject to this Section, these Terms will remain in full force and effect while you use the Joule Properties.  We may suspend or terminate your rights to use the at any time for any reason at our sole discretion, including for any use of the Joule Properties in violation of these Terms.  Upon termination of your rights under these Terms, your right to access and use the Joule Properties will terminate immediately. Joule will not have any liability whatsoever to you for any termination of your rights under these Terms.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.2-1.5, 2–7.

10 General

10.1 Changes.  These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current email address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

10.2 Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Joule and limits the manner in which you can seek relief from us

 (a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Joule and our employees, agents, successors, or assigns, regarding or relating to the Joule Properties or these Terms shall exclusively be settled through binding and confidential arbitration.

(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.

(c) YOU ARE THUS GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.

(d) You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.

(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Boston, Massachusetts. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Boston, Massachusetts in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Boston, Massachusetts for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

(f) With the exception of subparts (1) and (2) in Section 7.2(d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with this Arbitration Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in Section 7.2(d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Boston, Massachusetts.

(g) You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: privacy@joulefoundation.org, within 30 days after first becoming subject to this Arbitration Agreement.   Your notice must include your name and address, and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(h) Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Arbitration Agreement as included in these Terms, any such termination shall not be effective until 30 days after the version of these Terms not containing the agreement to arbitrate is posted to the Site, and shall not be effective as to any claim of which you provided Joule with written notice prior to the date of termination.

(i) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.

(j) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Joule and our employees, agents, successors, or assigns, regarding or relating to these Terms or the Site shall exclusively be governed by the internal laws of the Commonwealth of Massachusetts, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

10.3 Export. The Joule Properties may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Joule, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4 Disclosures.  Joule is located at the address in Section 7.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

10.5 Electronic Communications.  The communications between you and Joule use electronic means, whether you use the Joule Properties or send us emails, or whether Joule posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Joule in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Joule provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Joule Properties. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Joule is that of an independent contractor, and neither party is an agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Joule’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Joule may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

10.7 Copyright/Trademark Information.  Copyright © 2020, the Joule Foundation. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Joule Properties are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.