Campus Optimizer License

Ideal Impact Campus Optimizer License https://www.idealimpactinc.com/Campus-Optimizer-License

  1. Subject to the terms and conditions of this License (“License”), the Terms of Use (“ToS” https://www.idealimpactinc.com/campus-optimizer-terms-of-use/), and Privacy Policy (https://www.idealimpactinc.com/privacy-policy) Ideal Impact, Inc. (Ideal Impact or i3) agrees to grant Licensee a limited, non-exclusive, non-transferable right to access and utilize Campus Optimizer solely for Licensee’s internal business purposes during the term of the Energy Services Contract between i3 and the Licensee (the “Initial License Period”). Campus Optimizer is being licensed, not sold, to Licensee by the i3. The i3 retains full ownership of Campus Optimizer for itself and expressly reserves all rights not specifically granted to Licensee in this License. The License granted to Licensee herein does not include any updates, enhancements, improvements, additions, new releases or other modifications to Campus Optimizer that the i3 may provide in the future. Licensee agrees to use Campus Optimizer in compliance with all applicable laws and regulations.  I3 and Licensee may each be referred to as Party or collectively at Parties.
  2. There is no license fee for Campus Optimizer during the Initial License Period. Upon completion of the term of the Initial License Period, the Licensee may continue utilizing Campus Optimizer with no license fee. Continued use of Simple Comfort Connection (SCC) after the Initial License Period is subject to fees outlined in the Simple Comfort Connection (SCC) License (https://www.idealimpactinc.com/SCC-License)
  3. i3 will provide user training, at i3’s discretion, after Licensee provides user names and email addresses for individuals to be licensed. In consideration for Licensee’s use of Campus Optimizer as set forth in this License, access to Licensee's event calendar, and access to Licensee's HVAC scheduling interface throughout the term of the Services License. Licensee also agrees to notify i3 of all problems and potential enhancements which come to Licensee’s attention. Licensee hereby to assign to i3 all right, title and interest to such enhancements created under this License. Licensee specifically acknowledges and agrees that i3: (a) is under no obligation to make any changes or modifications to Campus Optimizer suggested by Licensee; (b) will have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to Campus Optimizer, and (c) owns all derivatives of Campus Optimizer and all i3 Confidential Information.
  4. Licensee agrees that Campus Optimizer is the sole property of i3 and includes valuable trade secrets of i3. Licensee acknowledges that, in the course of using Campus Optimizer, Licensee will obtain confidential and proprietary information relating to Campus Optimizer and i3 (collectively, “Confidential Information”). Licensee agrees to treat Campus Optimizer as strictly confidential and will not, without the express written authorization of i3:

4.1   Sublicense, rent, lease, redistribute, demonstrate, copy, sell, provide or market Campus Optimizer to any third party; or

4.2   Use Campus Optimizer for the benefit of third parties or allow third parties to use Campus Optimizer; or

4.3   Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Campus Optimizer or any portion thereof.

  1. In no event does i3 warrant that Campus Optimizer is error free or that Licensee will be able to operate Campus Optimizer without problems or interruptions. i3 will attempt to remedy all material issues that may be identified during the first 90 days as quickly as possible.
  2. CAMPUS OPTIMIZER IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. I3 SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO CAMPUS OPTIMIZER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  3. This License may be terminated by either party: (a) with or without cause, upon 5 days' written notice to the other party, and (b) within 15 days after providing written notice of a material breach of this License if such material breach remains uncured. Upon any proper termination of this License, the rights granted under this License will terminate and Licensee will, within 5 calendar days, return to i3 any and all documentation and other materials provided by i3 with respect to Campus Optimizer including, without limitation, all Confidential Information and all copies and extracts of the foregoing.
  4. I3 AND LICENSEE RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS LICENSE ARE MATERIAL, BARGAINED FOR BASES OF THIS LICENSE AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS LICENSE AND IN THE DECISION BY I3 AND LICENSEE TO ENTER INTO THIS LICENSE.

Last Updated: November 6, 2019