Terms of Service

1. Eligibility and Authority

You may use the Services only if you are legally capable of entering into a binding agreement and, if you use the Services on behalf of a company or other organization, if you have authority to bind that organization to these Terms.

2. Services Overview

Rate360 provides utility-focused software, analytics, dashboards, cost-of-service study support, rate design tools, data processing capabilities, and related professional services designed for electric utilities including cooperatives, municipal utilities, and investor-owned utilities.

3. Account Registration and Security

To access certain features, you may be required to create an account. You agree to provide accurate, current, and complete information, and to update that information as needed. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately if you suspect unauthorized access.

4. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Services in violation of applicable law, regulation, or contractual restriction;
• interfere with or disrupt the integrity, performance, or security of the Services;
• attempt to gain unauthorized access to any system, account, or data;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying models except to the extent expressly permitted by law;
• use the Services to develop or benchmark a competing product without our written consent;
• upload malicious code, harmful content, or data designed to disrupt operations;
• use the Services to process unlawful, infringing, defamatory, fraudulent, or deceptive material;
• misrepresent identity, affiliation, or authority;
• use automated means to scrape, spider, or harvest content from the Services except as expressly permitted by us in writing.

5. Customer Data

As between the parties, you retain ownership of the data, files, records, and materials that you submit to the Services ("Customer Data"). You grant Rate360 a limited license to process Customer Data solely to provide and improve the Services and as otherwise described in the Privacy Policy.

You represent and warrant that you have all rights, permissions, and lawful bases necessary for Customer Data to be provided to and processed by Rate360.

6. Data Sensitivity and Utility Information

Because the Services may involve operational, financial, rate, customer, or infrastructure-related utility data, you agree to implement appropriate access controls and only upload data in accordance with applicable legal requirements, regulatory obligations, and your organization's internal policies.

7. Feedback

If you provide comments, suggestions, enhancement requests, or other feedback regarding the Services, you grant Rate360 a perpetual, irrevocable, royalty-free license to use that feedback without restriction or obligation.

8. Intellectual Property

The Services, including software, design, text, graphics, interfaces, trademarks, logos, documentation, and underlying technology, are owned by Rate360 or its licensors and are protected by applicable intellectual property laws. Nothing in these Terms grants you any ownership interest in the Services.

9. Subscription, Fees, and Payment

Certain Services may require payment of subscription fees or other charges. Fees, billing terms, renewal terms, and payment methods are set forth in an order form or subscription agreement. Unless otherwise stated:

• fees are quoted and payable in U.S. dollars;
• fees are non-refundable except as required by law or expressly stated in writing;
• taxes are your responsibility other than taxes based on our net income;
• late payments may result in suspension of access after reasonable notice.

10. Trial, Beta, and Early Access Features

We may offer trial, beta, pilot, or early access features. Those features may be modified, suspended, or discontinued at any time without notice and may not reflect the quality or functionality of generally available features.

11. Third-Party Services

The Services may integrate with or depend on third-party software, cloud providers, data sources, identity providers, payment processors, or other services. Rate360 is not responsible for the availability, reliability, or practices of third-party services.

12. Confidentiality

If you disclose non-public business, technical, security, or operational information to us that is designated as confidential or that a reasonable person would understand to be confidential, we will use reasonable efforts to protect it and will not disclose it to third parties except as permitted by these Terms or required by law.

13. Privacy

Our collection, use, and disclosure of personal information is described in the Privacy Policy. By using the Services, you agree to the practices described therein.

14. Security

We implement administrative, technical, and organizational safeguards designed to protect the Services and data processed therein. More detail is available on our Security page.

15. Availability and Changes

We may modify, update, suspend, or discontinue any part of the Services from time to time. We do not guarantee that any particular feature will remain available. We will provide reasonable notice of material changes where practicable.

16. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." RATE360 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RATE360 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

17. Professional and Regulatory Reliance

Rate360 provides software and analytical tools to support utility decision-making. Unless expressly stated in a separate written agreement, outputs, analyses, and recommendations generated by the Services are informational only and do not constitute professional engineering, legal, financial, or regulatory advice. You are responsible for independently verifying outputs before relying on them for regulatory filings, rate proceedings, or operational decisions.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: RATE360 WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RATE360'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

19. Indemnification

You agree to defend, indemnify, and hold harmless Rate360 and its officers, directors, employees, contractors, and affiliates from any claims, losses, damages, liabilities, and expenses (including attorneys' fees) arising out of or related to:

• your use of the Services in violation of these Terms;
• your Customer Data;
• your violation of applicable law or the rights of a third party.

20. Suspension and Termination

We may suspend or terminate access to the Services if:

• you violate these Terms;
• your use poses a security, legal, or operational risk;
• we are required to do so by law or a governmental authority;
• required payments remain overdue after notice.

You may stop using the Services at any time. Upon termination, your right to access the Services will cease, except as otherwise provided in a separate agreement.

21. Export Controls and Sanctions

You may not use, export, re-export, or transfer the Services except as authorized by United States law and other applicable laws. You represent that you are not located in, under the control of, or a national or resident of any country subject to applicable U.S. sanctions or export restrictions.

22. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Services will be resolved in the state or federal courts located in Delaware, and you consent to personal jurisdiction in those courts.

23. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the revised version and update the "Last Updated" date. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.

24. Contact Information

For questions about these Terms, contact: