FPL END-USER LICENSE AGREEMENT
FOR PoweringFloridaTM Resource Center

This FPL End-User License Agreement ("Agreement") is made by and between Florida Power & Light Company ("FPL") and the party using the PoweringFloridaTM Resource Center ("Customer"). BY FILLING IN THE CHECKBOX AND CLICKING THE "SUBMIT" BUTTON AT THE BOTTOM OF THE REGISTRATION PAGE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE LEGALLY BOUND BY THEM.

Definitions

Affiliate -means, with respect to an entity, any entity that controls, is controlled by, or is under common control with that entity, for the duration of time that the entity controls, is controlled by, or is under common control with the other entity;
Customer - means the entity registered with FPL and authorized by FPL to have access to certain Information via PoweringFloridaTM Resource Center following such entity's acknowledgement and acceptance of this Agreement. Notwithstanding any agreement(s) existing between FPL and Customer, Customer's access, receipt and use of the Service and Information, and any rights and obligations related thereto, shall be governed solely by this Agreement;
Effective Date - means the date when Customer and its User(s) accept this Agreement by filling in the Checkbox and clicking the "Submit" button at the bottom of the registration page acknowledging and agreeing to the terms and conditions of this Agreement via authorized access to PoweringFloridaTM Resource Center;
PoweringFloridaTM Resource Center - means an online or mobile platform developed by FPL that allows Customer to access and view certain Information provided by FPL to Customer;
Information - means the proprietary data of FPL and/or its third party information providers ("Information Providers") that are made available as part of the Service;
Record – means a company name and address supplied by FPL and contained in the Information;
Service - means FPL's on-line information service(s) made available to Customer, and consisting of software, Information, databases, and user documentation, that are proprietary to FPL, its Information Providers, and/or third party suppliers;
User - means the individual employee of Customer who 1) has authorized access to the Service; and 2) authority to enter into this Agreement on behalf of Customer;

  1. Limited License

    This Agreement sets forth the terms and conditions applicable to Service to be provided by FPL to Customer. FPL shall not be responsible for providing any Information until Customer duly accepts the terms and conditions of this Agreement. By filling in the Checkbox and clicking the "Submit" button at the bottom of the registration page, Customer represents and warrant that Customer has read this Agreement, understand it, and agree (on behalf of itself and its Users) to be bound by it.

    Subject to the terms and conditions of this Agreement, FPL will provide a limited, worldwide, nonexclusive, nontransferable, revocable and use-limited license for Customer to use the Service under the authorized access and use restrictions set forth herein and only for the duration designated by FPL. This Agreement will start on the Effective Date and will continue until terminated in accordance with this Agreement. Customer is responsible for any violations of the Agreement.

    FPL reserves the right, but is not obligated, to monitor the Service to audit Customer's compliance with the terms of this Agreement. It is specifically acknowledged and agreed by Customer that in the event that FPL learns that Customer is using the Service in violation of the Use and Use Restrictions and other terms of this Agreement, such actions shall constitute a material breach of this Agreement and may, at FPL's option, result in a denial of access to the Information, or any other remedy available to FPL under this Agreement or by law. In the event of a material violation of this Agreement, without limiting FPL's other remedies available to it for such violation, Customer shall be responsible for FPL's attorney fees and costs.

  2. Use and Use Restrictions

    Users may have limited access to the Service only for Customer's internal business purposes related to economic development efforts in the State of Florida, including marketing and client-facing activities, such as preparation of presentations or reports, provided that the Information: a) is strictly used in accordance with the terms and conditions of this Agreement; and b) is not disclosed or sold to any third parties. Customer and its Users acknowledge that the Information may not be resold, sublicensed, transferred or conveyed in any way.

    With respect to the Information, Customer and its User(s) specifically may not:

    • (a) copy or download excessive amounts of the Information nor machine read, scrape, batch harvest, reverse engineer, upload or in any other way reproduce the Information. Users may however copy and distribute small and insubstantial amounts of the Information for Customer's internal use only and such amounts shall be permissible if they have no independent commercial value and could not be used by a recipient as a substitute for purchasing additional licenses.
    • (b) publish the Information for access by any third party, including incorporating or using the Information in a database or marketing list to be provided to any third party, or use the Information in legal proceeding unless compelled by judicial order, in which case Customer shall give FPL prior written notice and opportunity to seek to prevent or limit such disclosure.
    • (c) alter, modify, or adapt the Service, including but not limited to, translating, de-compiling, disassembling, distributing, or creating derivative works, or make the Service available for any use by resell, loan, rental, sublicense, service bureau, time sharing, or similar arrangement.
    • (d) use the Information as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes, or (ii) employment.
    • (e) use the Information to engage in any unfair or deceptive practices and will use the Information only in compliance with applicable laws and regulations (including but not limited to those regarding telemarketing/email/fax marketing, customer solicitation, data protection and privacy) as well as any industry guidelines to which it is subject. FPL disclaims any liability arising out of or relating in any way to the form and content of any solicitation and/or communication Customer or its Users make using the Information or the Service. Systematic access or extraction of Information by any automated means, including, but not limited to, the use of "bots" or "spiders," is prohibited.

    Notwithstanding the restrictions and obligations set forth in this Section 2, Customer may use Information in its reports and presentations, but not by way of reproduction of the whole or substantial parts and only by way of limited extracts. Where such limited extracts of Information are so used in Customer's documents, reports, presentations or publications, such documents, presentations or publications shall at all times: (i) include FPL's copyright notice and shall provide the following statement: 'Florida Power & Light Company and its information providers disclaim the accuracy, adequacy, completeness and the timeliness of the information and shall not be held liable for any loss, damage or the injury that results from any use of the information.'; and (ii) not be resold or relicensed but rather is provided as an incidental part of Customer's work product or services. FPL may terminate Customer's right to redistribute Information at any time.

  3. Delivery and Payment

    Customer shall be responsible for the selection and use of telecommunications, internet access, and any other systems and services required to access the Service and any charges associated therewith. There is no fee for the license granted herein, provided however Customer is responsible for fees and charges arising out of this Agreement.

  4. Customer Support

    FPL shall have the right to perform scheduled or emergency maintenance with respect to the Service that may limit or suspend the availability of the Service.

  5. Termination

    The term of the Agreement will begin on the Effective Date and will be terminated by FPL, without notice, in its sole discretion and without prejudice to any other right or remedy, if Customer has breached any material term of the Agreement or failed to comply with any of the use restrictions described herein. Sections 2, 6, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.

    Upon termination of this Agreement, Customer shall (i) cease any and all use of the Information; and (ii) promptly delete or destroy any Information received from FPL and, upon request, provide FPL and/or its Information Providers with certification thereof. This requirement shall not apply to (i) insubstantial amounts of Information embedded into Customer's reports, presentations and/or internal database(s) through the use of the Services, provided that Customer's use of such Information will continue to be subject to the terms and conditions of this Agreement.

  6. FPL Audit

    Customer shall permit FPL to have a third party audit Customer's records relating to Customer's obligations with respect to the permitted use of the FPL Information as set forth in this Agreement, at FPL's expense and upon at least five (5) business days advance notice. If any such audit identifies a material breach of this Agreement by Customer with respect to Customer's permitted use of the Information, then FPL shall have the right to conduct an additional audit in the subsequent twelve (12) month period for the limited purpose of verifying that Customer has remedied such material breach. Each audit shall be conducted by an independent third party and such third party shall enter into an appropriate confidentiality agreement with Customer. Upon concluding any audit, FPL shall notify Customer of the results. In the event the Parties agree with the audit findings that Customer materially breached this Agreement with respect to Customer's permitted use of the Information, then Customer shall reimburse FPL for the reasonable third party expenses incurred by FPL in connection with such audit.

  7. Limited Warranty

    NEITHER FPL NOR ANY OF ITS INFORMATION PROVIDERS WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS OR RESULTS TO BE DERIVED FROM THE SERVICE (INCLUDING THE INFORMATION CONTAINED WITHIN IT). TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICE IS PROVIDED TO CUSTOMER "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE.

  8. Limitation of Liability and Waiver

    In no event shall FPL, its affiliates, any Information Provider, or any third party supplier have any liability, in contract, tort, or otherwise, for any direct, indirect, special, incidental, consequential (including lost profits), or punitive damages, arising out of this Agreement or the Service provided hereunder even if FPL or its Information Providers have been advised of the possibility of such damages. BY USING THE SERVICES: (I) CUSTOMER ACKNOWLEDGES THAT FPL, NEXTERA ENERGY, INC. ("NEXTERA"), THEIR AFFILIATES AND/OR SUBSIDIARIES, DO NOT PROVIDE ANY TYPE OF GUARANTEE, WARRANTY, PROMISE OR COVENANT, EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES; AND (II) CUSTOMER AGREES TO RELEASE FPL, NEXTERA, AND ALL OF THEIR AFFILIATES AND/OR SUBSIDIARIES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR LIABILITIES OF ANY KIND THAT ARISE OUT OF OR RELATE TO THE SERVICES.

  9. Protection of Confidential or Proprietary Software and Information

    Customer acknowledges and agrees that the Information is proprietary to FPL and/or its Information Providers and comprises: (a) original works of authorship, including compiled information containing FPL and/or its Information Providers selection, arrangement, coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by FPL and/or its Information Providers at great expense of time and money, such that misappropriation or unauthorized use by others for commercial gain would unfairly or irreparably harm FPL and/or its Information Providers. Customer agrees that it will not commit or permit any act or omission by its agents, employees or any third party that would impair FPL's and/or its Information Provider's copyright, database rights or other proprietary and intellectual property rights in the Information. Customer will not use the tradenames, trademarks, service marks or copyrighted materials of FPL and/or its information providers in listings or advertising in any manner without the prior written approval of FPL. Customer shall reproduce FPL's and/or its Information Provider's copyright notice and proprietary rights legends on all copies of such Information. Customer further agrees to take such security measures to prevent the unauthorized duplication, distribution, or use of the software and Information equal to that which Customer uses to protect its own proprietary information, and in no event shall such measures be less than commercially reasonable. In addition, Customer agrees to honor and comply with reasonable requests submitted by FPL and/or its Information Providers in order to protect their respective rights in the Service.

    Customer will implement and maintain appropriate administrative, technical and physical safeguards to ensure the security and confidentiality of FPL's Confidential Information, to protect against any anticipated threats or hazards to the Confidential Information and to ensure the security and integrity of such Confidential Information against unauthorized access to or use of such Confidential Information. Such controls and safeguards shall include methods intended to ensure that access to the Information is limited to use by actual human Users (e.g., implementing safeguards at the User level to prevent any detected automated third party access for purposes of scraping, etc.). In the event Customer is subject to a data security breach with respect to the Information and/or Confidential Information, Customer shall promptly take commercially reasonable steps to respond to and attempt to remedy the breach. FPL has the right to monitor Customer's compliance with the foregoing.

    Customer agrees that FPL will suffer irreparable harm in the event that Customer breaches any obligations under this Section 9 and that monetary damages will be inadequate to compensate FPL for such breach. In the event of a breach or threatened breach of any of the provisions of this Section 9, FPL, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, shall be entitled to seek a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach.

  10. Indemnification by Customer

    Customer shall defend, hold harmless, and indemnify FPL and/or its Information Providers from and against all claims, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by FPL and/or its Information Providers arising out of or to the extent caused by (i) Customer negligently or wrongfully allowing individuals or entities which have not been authorized by this Agreement to have access to and/or use the Information; and (ii) the use of the Information by Customer and/or its User(s) in violation of the terms of this Agreement.

  11. General

    • (a) Customer may not assign or delegate this Agreement, nor any rights or duties hereunder, in whole or in part, without FPL's prior written approval, and any purported attempt to do so is void.
    • (b) This Agreement shall comprise the exclusive agreement between Customer and FPL, and shall supersede all preceding agreements and proposals, including without limitation any nondisclosure agreement previously executed between the parties, whether oral, written, or otherwise.
    • (c) The Agreement and all of its provisions may not be amended or waived unless agreed upon in a writing signed by the parties hereto.
    • (d) Neither FPL, its Information Providers, its third party suppliers, shall be responsible for delays or performance failures caused from acts beyond their reasonable control.
    • (e) The Agreement, and all intellectual property issues, rights, and obligations shall be governed by the laws of the State of Florida (without regard to its conflict of laws provisions), and shall be subject to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida. IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THIS AGREEMENT.
    • (f) Terms and conditions of the Agreement are severable. If any provision is deemed illegal or unenforceable, all other provisions shall remain in effect.
    • (g) The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    • (h) User(s) agrees that FPL's Information Providers may directly enforce its rights under this Agreement against User(s).

    By filling in the Checkbox and clicking the "Submit" button at the bottom of the Registration Page, Customer agrees to be bound by this Agreement and represents that the individual accepting this Agreement is fully authorized to bind Customer.