TERMS OF SERVICE
(Effective August 1, 2005)

1. ACCEPTANCE OF TERMS

EnergyManager.com, Inc. ("EnergyManager") welcomes you. EnergyManager provides its service to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: EnergyManager.com/TOS. In addition, when using particular EnergyManager services, you and EnergyManager shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE

EnergyManager provides users with access to EnergyManager's proprietary website for the limited purpose of enabling the user to identify and quantify discrepancies between (a) the user information that you provide and (b) published electric utility rate information for the utility(ies) that serve you and your current rate as you indicate in the user information that you provide to EnergyManager (the "Service"). You are solely responsible for determining whether such discrepancies result from inaccurate information that you provide to EnergyManager or from errors made by one of your electricity providers. The Service does not constitute or provide you with engineering, legal, accounting or other professional advice. If you are unable to determine the cause of a discrepancy reported by EnergyManager, EnergyManager recommends that you obtain such professional advice. Many other companies (including an affiliate of EnergyManager) provide consulting services related to utility costs and services on an individualized basis for a fee. You can learn about the affiliate of EnergyManager that provides such advice at: EnergyManager.com/Affiliates.

The Service may include certain communications from EnergyManager, such as service announcements and administrative messages and that these communications are considered part of the Service and you will not be able to opt out of receiving them. The Service is provided "AS IS" and EnergyManager assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. You are responsible for obtaining and paying for access to the Service. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree: (a) to provide true, accurate, current and complete information about yourself or your company, your electric utility provider(s), your current rate, your electricity use and equipment and the level of EnergyManager Service for which you subscribe and all related requested information as prompted by the Service's registration form (such information being the "Registration Data") and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or EnergyManager has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, EnergyManager has the right to suspend or terminate your account and refuse any and all current or future use of the Service, without refund of any Subscription Fees that you previously paid.

4. ENERGYMANAGER PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full Privacy Policy at EnergyManager.com/Privacy Policy.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and a user name upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and user name and you are fully responsible for all activities that occur under your password or user name. You agree: (a) to immediately notify EnergyManager of any unauthorized use of your password, user name or account or any other breach of security, and (b) to ensure that you exit from your account at the end of each session. EnergyManager cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

EnergyManager may access, preserve, and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to your requests for customer service; or (d) protect the rights, property, or personal safety of EnergyManager, its users and/or the public. You understand that the technical processing and transmission of the Service may involve: (1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices. The Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by EnergyManager. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

6. INDEMNITY

You agree to indemnify and hold EnergyManager, and its subsidiaries, affiliates, officers, directors, agents, licensors, licensees and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

7. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your EnergyManager password and user name and reports and evaluations provided to you by the Service), use of the Service, or access to the Service.

8. MODIFICATIONS TO SERVICE

EnergyManager reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that EnergyManager shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

9. TERMINATION

EnergyManager may, under certain circumstances and without prior notice, immediately terminate your EnergyManager account and your access to the Service. Cause for such termination shall include, but not be limited to: (a) breaches or violations of the TOS or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Service (or any part thereof); (e) unexpected technical or security issues or problems; (f) you have engaged in fraudulent or illegal activities; and/or (g) nonpayment of any fees owed by you in connection with the Service. Any termination for cause shall be made in EnergyManager's sole discretion and EnergyManager shall not be liable to you or any third-party for any termination of your account or access to the Service.

10. LINKS

The Service may provide links to other World Wide Web sites or resources. Because EnergyManager has no control over such sites and resources, you acknowledge and agree that EnergyManager is not responsible for the availability of such external sites or resources, and does not endorse products or services available from such sites or resources. EnergyManager shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such products or services available on or through any such site or resource.

11. ENERGYMANAGER'S PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by EnergyManager, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. You agree not to access the Service by any means other than through the interface that is provided by EnergyManager for use in accessing the Service.

12. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND IS LIMITED BY THE DESCRIPTION OF SERVICE IN SECTION 2 ABOVE. ENERGYMANAGER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

B. ENERGYMANAGER MAKES NO WARRANTY THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (4) THE QUALITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

C. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ENERGYMANAGER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

13. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ENERGYMANAGER SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ENERGYMANAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICE; (2) THE INACCURACY OF INFORMATION PROVIDED TO YOU BY THE SERVICE; OR (3) ANY OTHER MATTER RELATING TO THE SERVICE.

14. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.

15. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Terms of Service.

16. NOTICE

EnergyManager may provide you with notices, including those regarding changes to the TOS, by email, regular mail, or postings on the Service.

17. GENERAL INFORMATION

Entire Agreement. The TOS constitutes the entire agreement between you and EnergyManager and governs your use of the Service, superseding any prior agreements between you and EnergyManager with respect to the Service.

Choice of Law and Forum. The TOS and the relationship between you and EnergyManager shall be governed by the laws of the State of Ohio without regard to its conflict of law provisions. You and EnergyManager agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Cuyahoga, Ohio.

Waiver and Severability of Terms. The failure of EnergyManager to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such clam or cause of action arose or be forever barred.

Section Titles. The section titles in the TOS are for convenience only and have no legal or contractual effect.