This Policy Vista™ Services Agreement (“Agreement”) is a legal agreement between you (“Client”, “you”, “your”) and EQ Research, LLC (“EQ Research”, “Provider”, “we”, “our”, or “us”) and governs your use of EQ Research’s products. Client and Provider are each a “Party”, and are collectively the “Parties” to this Agreement.
Pursuant to this Agreement, Provider shall provide general rate case reports and/or Renewable Portfolio Standard (“RPS”) Navigator tracking reports to you according to the terms set forth below. Client understands that the services that will be provided pursuant to this Agreement are not legal services and that the protections of the client-lawyer relationship do not exist.
Terms of the Agreement
- Products. Provider shall use best efforts to provide general rate case reports and/or RPS Navigator™ tracking reports (whichever is purchased via EQ Research’s e-commerce website), as described below:
General Rate Case Reports:
| Coverage: | One investor-owned general rate case summary per report purchased |
| Topic(s): | · Significant changes to rate structures · Increases in fixed charges or demand charges · Discriminatory charges or other detrimental provisions specifically targeting solar, other distributed generation (“DG”), or energy storage · Attempts to significantly increase utility revenue |
| Report Content(s): | · State · Utility name · Docket number and title · Application filing date · Links to docket webpage, key documents and news articles · Brief summary of the utility’s proposal, focusing on key provisions that may impact the solar market · Key dates, including the intervention deadline (if available) |
RPS Navigator Tracking Reports:
| Coverage: | Sixteen retail choice states: CA, CT, DE, IL, ME, MD, MA, MI, NH, NJ, NY, OH, OR, PA, RI, TX, and D.C. |
| General Topic(s): | · State RPS policy summaries · Annual compliance obligations by resource tier · Alternative compliance payment levels · Renewable resource definitions · Compliance multipliers |
| Content(s): | · State · Compliance Year Start Date · RPS Type · Eligible Resources by Tier · RPS Characteristics by Tier (Load Covered, Existing RE Allowed, New RE Date, Penalty or ACP, Credit Multipliers, Duration, Starting RPS, Starting Mandate, Start Year, Target RPS, Target Mandate, Customer Sited, Target Year) · Yearly Fractional Goals and/or Yearly Capacity Goals by Tier · State-specific notes, including version control notes indicating recent updates made (when and why) |
- Unauthorized Distribution or Reproduction or Sharing of Online Access Prohibited. You shall not distribute or reproduce reports or share access to Policy Vista data provided by Provider, in whole or in part, to any person not directly employed by your company without express written permission from Provider. Forwarding electronic versions is the same as reproduction and is prohibited without an explicit written license. Notwithstanding any provision in this Agreement, if you distribute information provided pursuant to this Agreement or share access to Policy Vista data provided by Provider, in whole or in part, to another organization or individual (not directly employed by you) without Provider’s express written permission, you shall be liable to Provider for lost revenue in an amount equal to the fees charged for the reports purchased. To the extent any such compensation is considered liquidated damages, you and Provider acknowledge that a precise determination of actual damages may be difficult or impossible and acknowledge the sufficiency or this remedy.
- Indemnification. You shall indemnify and hold harmless Provider, its officers, its agents, and its employees from all loss, cost, and expense arising out of any liability or claim of liability for injury or damages to persons or property sustained or claimed to have been sustained by any one whomsoever, by reason of the performance of this Agreement, or by any act or omission of the Provider or any of its officers, agents, employees, guests, patrons, or invitees.
- Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof (“Dispute”), the Party raising the Dispute shall so notify the other Party and the Parties shall use reasonable efforts to settle the Dispute. The Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution of the Dispute satisfactory to both Parties. If the Parties do not reach such solution within a period of sixty (60) days from initial notice of a dispute, claim, question, or disagreement, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.
- Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that Party or a purchaser of all or substantially all of that Party’s assets used in connection with performing this Agreement, provided the assigning Party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or permitted assigns of the Parties.
- No third-party beneficiaries. The Agreement confers no rights nor remedies upon any person other than Provider, you, and the Parties’ respective successors and assigns.
- Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
- Entire Agreement. This Agreement contains the entire agreement of the Parties and supersedes any prior or contemporaneous written or oral agreements between the Parties.
- Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
- DISCLAIMER. YOU HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. IN NO EVENT SHALL EITHER PROVIDER OR YOU BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THE AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EXCEPT AS EXPRESSLY PROVIDED HEREIN (INCLUDING, FOR EXAMPLE WHEN INCLUDED WITHIN A THIRD PARTY CLAIM FOR WHICH SUCH PARTY MUST INDEMNIFY THE OTHER PARTY). IN NO EVENT SHALL EITHER PROVIDER OR YOU BE LIABLE TO THE OTHER FOR ANY ACTION OR CLAIM RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, IN AN AMOUNT IN EXCESS OF THE VALUE OF THE AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, EXCEPT AS EXPRESSLY PROVIDED HEREIN.