Terms of Service.
Welcome to the Calpine Energy Solutions website. The Terms of Service (TOS) below apply to your use of any and all internet sites operated by Calpine Corporation and any if its subsidiaries or affiliates ("Calpine", "we", "our" and "us"). The term "you" or "your" includes any of your subsidiaries, affiliates, and employees.
Your use of this Site in any form, you agree that you have read, understand and agree to be bound by these terms, and you agree to abide by any rules, policies, and guidelines in connection with such use.
IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE DO NOT USE THIS SITE AND LEAVE THE SITE IMMEDITELY.
Modification
Calpine may modify these TOS from time to time without prior notice. Modifications shall be effective immediately upon being posted on the Site. You are responsible for reviewing the TOS on this website. Your use of the Site after modifications have been posted constitutes your agreement to be bound by the TOS as modified. If you disagree with the TOS modifications, please discontinue use of the site. Calpine reserves the right to change, modify or discontinue, temporarily or permanently, the Site (or any portion thereof), including any and all content contained on the Site, at any time without notice. Calpine shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any portion thereof).
Eligibility
Only individuals (and not legal entities) who (a) have reached the age of majority (eighteen in most states), (b) have legal capacity to enter into contracts and (c) are citizens of or residents living in the continental United States of America, Alaska, Hawaii or the District of Columbia may buy, manage and pay for products and services through this Site. If you are under the age of majority or otherwise cannot lawfully enter into a contract, you must have your parent or guardian place an order on your behalf and thereby assent to these Conditions of Sale. Any orders placed in contravention to this provision shall be null and void.
Online Account
Use of some portions of the Site may require you to register or create an account. In doing so, you agree to: (1) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete.
You may also be asked to choose a password and a user name. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You are responsible for ensuring that your password and account login are kept secret, safe and secure at all times and you are fully responsible for all activities that occur under your password or account identification. You agree to immediately notify Calpine of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which Calpine may otherwise have, Calpine reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Sites and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Calpine may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall Calpine be held liable to you for any damages resulting from or arising out of (a) any action or inaction of Calpine under this provision, (b) any compromise of the confidentiality of your account or password and (c) any unauthorized access to your account or use of your password. You may not use anyone else's account at any time, without the permission of the account holder.
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Privacy
Please refer to our Privacy Policy for more details about how we may collect and use your personal information in or in connection with the Site. Calpine’s use of your personal information is governed by our Privacy Policy, which is incorporated into herein by reference. You agree that by your use of the Site you consent to the collection and use of your personal information (as set forth in the Privacy Policy).
Security
We use reasonable security measures that are designed to protect personal information from accidental loss, disclosure, misuse, and destruction. These measures may include regular review of our data collection and storage processes, data encryption, and security software on our networks and servers. Please be aware, however, that no data security measures can be completely effective. Consequently, you understand and agree that such steps do not guarantee that use of the Site is invulnerable to all security breaches, and that Calpine makes no warranty or representation nor can it ensure that use of any of our Site is protected from viruses, security threats or other vulnerabilities. You transmit information to us at your own risk.
Accuracy of Services
While every effort will be made to ensure that the descriptions, information, and service descriptions or other content of the Sites is accurate, complete, reliable, updated, current, or error-free, Calpine does not warrant that the Site is error free. In the event Calpine determines that a service contains an inaccurate price or description, Calpine reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error, unless prohibited by law. Calpine may make improvements or changes to any of its content, information or services described on the Sites at any time without notice. You agree to notify Calpine immediately if you become aware of any pricing or descriptive errors or inconsistencies with any services you order through the Sites and to comply with any corrective action.
Ownership of Content
Our Site includes a combination of content that we and other third parties create (collectively, the “Content”). All of the Content available through the Site, including, but not limited to, written content, interface design and layout, photographs, graphics, images, illustrations, marks, logos, sound or video clips, software code and animation, is trademarked or copyright protected. You may not use, store, display, modify, reproduce, publish, transmit, participate in the transfer or sale of, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or Content on the Site in whole or in part. If you would like to request permission to use any of the Content on the Site, please contact us.
Copyright Policy and Digital Millennium Copyright Act (“DMCA”) Notice
Calpine respects the copyright interests of others and, as such, requires our users to comply with these TOS and all applicable laws regarding copyrights. If you believe that any content shown on or transmitted through the Site violates these TOS or your copyright, please report the violation to: CorporateCommunications@calpine.com and provide the following information:
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site (including the exact URL);
- An address, a telephone number, and an email address where we can contact you;
- A statement that you have a good-faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law; and
- A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf.
It is often difficult to determine if your intellectual property rights have been violated. We may request additional information before we remove allegedly infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove the content of both parties.
Copyright
You may download one copy of the materials in this website for viewing [and printing a single copy of limited portions of the material] on a single computer [for personal use only or any other limitation]. Except as stated above, you may not download, upload, display, copy, reproduce, reprint, modify or distribute the material without the express prior written consent of Calpine.
Trademarks and Service Marks
All trademarks, service marks and trade names, including federal state and common law, are proprietary of Calpine unless otherwise indicated.
Contributions
Calpine welcomes your comments. Unfortunately, however, Calpine’s long-standing company policy does not allow it to accept or consider creative ideas, suggestions or materials other than those it has specifically requested. Accordingly, we must ask that you not send us any original or creative ideas, suggestions or materials. While Calpine does value your feedback on our services and products, we request that you be specific in your comments on those services and products, and do not submit any creative ideas, suggestions or materials.
If despite our requests that you do not send Calpine any such materials, you send Calpine creative suggestions, ideas, notes, drawings, concepts or other information (collectively, the "Contribution"), such Contribution shall be deemed, and shall remain, the exclusive property of Calpine, unless prohibited by law in which case you hereby grant Calpine a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use the Contributions in any manner whatsoever without compensation or attribution to you. Use of the Contribution shall not require permission from or payment to you or to any other person or entity. No Contribution shall be subject to any obligation of confidentiality, express of implied, on the part of Calpine, and Calpine shall not be liable for any use or disclosure of the Contribution. You represent and warrant that you own or otherwise control all of the rights to the Contribution that you post, that the Contribution is accurate and, that use of the Contribution you supply does not violate these TOS and will not cause injury to any person or entity. Without limiting the foregoing, Calpine shall exclusively own all now known or hereafter existing rights to any Contribution.
Links to Third Party Sites
To provide you with access to related sites, our Site may contain links to third-party websites. By clicking on or following through to any such websites, you agree to review and agree to such third-party website’s terms of use and privacy policies. Calpine is not responsible for the privacy practices or the content of any such third-party websites. Links are not intended to imply sponsorship, affiliation or endorsement of the linked website or any content or material on such website. If you believe that Calpine has provided a link to a website that contains infringing or illegal content or material, please notify us so that we may evaluate whether (in our sole discretion) to disable or remove such link.
Restrictions on Use of the Site
Subject to the terms and conditions of these Terms of Service, Calpine hereby grants you a revocable, non-transferable, non-exclusive, personal and limited license to use and view in manner consistent with all applicable laws and regulations.
Limitation of Liability
IN NO EVENT WILL CALPINE ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OR INABILITY TO USE THE SITES OR THE CONTENT, MATERIALS, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITES OR THE CONTENT, MATERIALS, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITES, (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SITE; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; (VI) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (VII) ANY OTHER MATTER RELATING TO OUR SITE, EVEN IF YOU CLAIM TO HAVE NOTIFIED CALPINE ABOUT SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD PARTIES, UNLESS OTHERWISE PROVIDED FOR BY LAW, THEN THE AGGREGATE LIABILITY OF CALPINE UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SITE, THE SERVICE AND THE CONTENT TO YOU, AND WE WOULD NOT PROVIDE THE SITE OR SERVICE OR CONTENT TO YOU WITHOUT THIS LIMITATION.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.
Disclaimer of Warranties
Some of the information on this website may contain projections or other forward-looking statements regarding future events or the future financial performance of Calpine. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We refer you to the documents that Calpine files from time to time with the United States Securities and Exchange Commission, including the company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These documents identify important factors that could cause Calpine's actual results to differ materially from those contained in any projections or forward-looking statements.
IN ADDITION, CALPINE MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES THAT THIS SITE (I) WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (II) WILL BE TIMELY, CONTINUOUS AND WITHOUT INTERRUPTION (III) SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE, (IV) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE, COMPLETE OR RELIABLE, (V) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (VI) ANY ERRORS IN OUR SITE OR SOFTWARE WILL BE CORRECTED.
CALPINE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL WARRANTIES OF TITLE, ACCURACY OF DATE AND/OR NON-INFRINGEMENT, UNLESS OTHERWISE PROHIBITED BY LAW.
TO THE EXTENT THAT YOU MIGHT OTHERWISE BELIEVE THAT WARRANTIES, REPRESENTATIONS OR GUARANTEES HAVE BEEN MADE TO YOU, YOU HEREBY AGREE THAT SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED MERELY AS NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND OTHER TERMS OR PROVISIONS OF THE TOS, THIS SECTION SHALL BE CONSTRUED TO TAKE PRECEDENCE.
Governing Law
By visiting or using the Site, you agree that the laws of the State of Texas, without regard to principles of conflicts of law, will govern our Privacy Policy and these Terms of Service and any dispute of any sort that might arise between you and Calpine. You agree that any action at law or in equity that arises out of or relates to any use of the Site will be filed solely and exclusively in the state or federal courts located in Harris County, and you hereby consent and submit to the personal jurisdiction and venue of such courts for the purposes of litigating any such action.
Indemnification
You agree to indemnify, hold harmless and, at our option, defend Calpine (including our affiliates, officers, directors, employees, agents, licensors, suppliers, and any-third part information providers from and against all damages, claims, demands, liabilities, losses costs and expenses, including reasonable attorney’s fees in connection with or arising out of violation of these TOS, your use of the Site, the Content, the Contributions, these TOS, your passwords and/or account information, or your violation of any law or the rights of another. These obligations will survive any termination of your relationship with Calpine or your use of our Site.
Termination of Right to Use Website
If you breach any of the terms of these TOS, Calpine may terminate your right to use the Website. Upon such termination, you immediately shall delete or destroy any copies (electronic or otherwise) of the Content or any other materials or information you have obtained from the Website.
No Waiver
No delay or omission by Calpine to exercise any right or power occurring upon any breach of these TOS shall impair any such right or power or be construed to be a waiver thereof. A waiver by Calpine of any breach of these TOS shall not be construed to be a waiver of any subsequent breach.
Severability
The determination that any provision of these TOS is invalid or unenforceable will not affect the validity or enforceability of the remaining provisions or of that provision under other circumstances. Any invalid or unenforceable provision will be enforced to the maximum extent permitted by law.
Entire Agreement
These Terms of Service (as amended from time to time), including policies incorporated herein (e.g., Privacy Policy) constitute the entire agreement between you and Calpine regarding the Site and your use of the Site or the Content, and supersede any prior agreement or understanding, arrangements, undertaking or proposal, written or oral, between you and Calpine in relation to such matters.
If you have questions about these TOS, do not hesitate to contact us at corporatecommunications@calpine.com.
