Simple Comfort Connection (SCC) License

Simple Comfort Connection (SCC) License https://www.idealimpactinc.com/SCC-License

  1. Subject to the terms and conditions of this License (“License”), the Campus Optimizer License (https://www.idealimpactinc.com/Campus-Optimizer-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 use Simple Comfort Connection within the Campus Optimizer Web Application solely for Licensee’s internal business purposes during the term of the Energy Services Contract between i3 and the Licensee (the “Initial License Period”). Simple Comfort Connection is being licensed, not sold, to Licensee by the i3. I3 retains full ownership of Simple Comfort Connection 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 Simple Comfort Connection that the i3 may provide in the future. Licensee agrees to use Simple Comfort Connection in compliance with all applicable laws and regulations.
  2. There is no license fee for Simple Comfort Connection during the Initial License Period. At the conclusion of the Initial License Period, Licensee may continue to use the Simple Comfort Connection service and remunerate i3 as agreed to in the Energy Services Contract. LICENSEE AGREES TO PAY FOR ONGOING SERVICE QUARTERLY, IN ADVANCE. Licensee or i3 may, without cause and without penalty, discontinue the Simple Comfort Connection service in writing at any time. IF LICENSEE CHOOSES TO DISCONTINUE THE SERVICE, LICENSEE AGREES TO ALLOW I3 TO DISABLE ACCESS TO THE SIMPLE COMFORT CONNECTION FEATURE OF THE SOFTWARE. If Licensee chooses to discontinue, i3 will not refund any portion of pre-paid services. If the i3 chooses to discontinue the service, the i3 will issue a pro-rated refund.LICENSEE MUST EXPRESSLY ACKNOWLEDGES THE SIMPLE COMFORT CONNECTION SERVICE IS AN OPTIONAL, FEE-BASED SERVICE AFTER THE INITIAL LICENSE PERIOD OR Licensee will decline the Simple Comfort Connection capability, will use Campus Optimizer without this functionality, and will abide by the provisions of this License as applicable.
  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 Simple Comfort Connection as set forth in this License, Licensee agrees to provide access to Licensee's event calendar, and access to Licensee's HVAC scheduling interface throughout the term of the 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 Simple Comfort Connection 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 Simple Comfort Connection, and (c) owns all derivatives of Simple Comfort Connection and all i3 Confidential Information.
  4. Licensee agrees that Simple Comfort Connection is the sole property of i3 and includes valuable trade secrets of i3. Licensee acknowledges that, in the course of using Simple Comfort Connection, Licensee will obtain confidential and proprietary information relating to Simple Comfort Connection and i3 (collectively, “Confidential Information”). Licensee agrees to treat Simple Comfort Connection as strictly confidential and will not, without the express written authorization of i3:
    1. Sublicense, rent, lease, redistribute, demonstrate, copy, sell, provide or market Simple Comfort Connection to any third party; or
    2. Use Simple Comfort Connection for the benefit of third parties or allow third parties to use Simple Comfort Connection; or
    3. Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Simple Comfort Connection or any portion thereof.
  5. In no event does i3 warrant that Simple Comfort Connection is error free or that Licensee will be able to operate Simple Comfort Connection 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.
  6. SIMPLE COMFORT CONNECTION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. I3 SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO SIMPLE COMFORT CONNECTION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  1. 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 Simple Comfort Connection including, without limitation, all Confidential Information and all copies and extracts of the foregoing.
  2. 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