Terms of Service

1. The Services

WattFile provides a software-as-a-service platform that automates the preparation and electronic transmission of NYC Local Law 84 building energy-benchmarking information and, where available, provides utility-bill analysis and compliance-deadline monitoring (collectively, the “Services”). Certain submission steps are completed by WattFile’s automated workflows and, where a third-party system or program requires it, by authorized WattFile personnel acting as your limited agent under the Customer Authorization, through controlled, access-restricted WattFile systems. WattFile does not provide legal, consulting, engineering, professional-certification, concierge, or other professional services. The particular software functions included in your purchase are identified at checkout or in your Order. Where offered, the Services may also help you retrieve or manage NYC building energy-grade (LL33) information; WattFile does not physically post labels and makes no governmental compliance or penalty determination.

2. Eligibility & Accounts

You must be able to form a binding contract and provide accurate account information. You are responsible for activity under your account and for keeping your credentials secure.

3. Customer Authorization

For benchmarking Services, Owner appoints WattFile as limited agent solely through the WattFile Customer Authorization & Consent, which is incorporated into these Terms. A Customer that is not the Owner does not grant WattFile agency authority merely by placing an Order. WattFile acts only within the scope stated in the Customer Authorization and makes no compliance or penalty determinations.

4. Your Responsibilities

You will provide accurate building information (including BBL/BIN), confirm you have authority to authorize filings for the building, grant any data-access consents needed, and respond to reasonable requests for information. You must complete any utility, ESPM, or government-platform account connection, property sharing, electronic approval, release form, or other authorization required by the applicable third party, and, if a connection later lapses, expires, or is revoked, promptly re-authorize it on WattFile’s notice. The WattFile Customer Authorization supplements and does not replace those third-party requirements. You remain responsible for obligations outside the scope of the Services.

5. Fees, Billing & Payment

Fees are as shown at checkout or in your Order, and the refund policy is disclosed conspicuously at the point of sale. Each compliance year is a separate purchase; the Services do not create a recurring charge or standing authority unless you place a new Order or affirmatively assent to a renewal. Payment is processed by our third-party processor (Stripe); WattFile does not store your full card or bank-account numbers. Bank-debit (ACH) payments may take several business days to settle, and a payment shown as received may later fail; a filing is not treated as finally paid until settlement. If a payment reverses after a filing is submitted, you remain liable for the fee and WattFile may suspend further Services until it is paid.

Refund policy (deliver-or-refund, keyed to the defined events). WattFile will issue a full refund if (a) the Building turns out not to be covered by the applicable benchmarking law; (b) you cancel before the applicable Submission Event; or (c) WattFile fails to complete an authorized submission for reasons within WattFile’s reasonable control. After the Submission Event, the fee is non-refundable, EXCEPT that if the submission fails to reach Share Acceptance or City Receipt for reasons within WattFile’s reasonable control (for example, WattFile selected the wrong property, applied the wrong permissions, or a WattFile error caused a rejection), WattFile will correct and resubmit, or refund the applicable fee if it cannot. City Receipt ends WattFile’s ordinary delivery obligation but does not end WattFile’s obligation to correct a deficiency that WattFile caused and that is reasonably curable. Errors arising from information you provided, and delays or rejections caused by the City, a utility, ESPM, or the DOB, are attributed accordingly and are not WattFile-controllable reasons. A failure or delay caused by events outside WattFile’s control — including third-party API outages, utility-side data errors or delays, or ESPM/DOB portal downtime — does not by itself trigger a refund; if such an event prevents submission entirely, WattFile refunds undelivered fees. You are responsible for any taxes applicable to your purchase; where WattFile is required to collect tax, it will be added at checkout.

Order cutoffs. Your deadlines must allow sufficient time for third-party processing. Because the City recommends sharing benchmarking data at least 15 business days before the deadline, WattFile may set and post an order cutoff earlier than the legal filing deadline and may decline Orders received after any posted cutoff. WattFile does not offer an expedited or guaranteed late-submission service; any post-cutoff exception is at WattFile’s discretion and is documented in the specific Order.

6. Automated Processing

The Services are an automated software platform that processes your data, prepares benchmarking information, identifies apparent missing or inconsistent fields, and facilitates or completes electronic transmission. Where an approved technical interface is unavailable — notably the final City property share, which ENERGY STAR Portfolio Manager provides no interface to originate — an authorized WattFile operator completes that limited ministerial step under your standing instruction in the Customer Authorization. Unless expressly stated in your Order, WattFile does not provide individual professional review of each filing.

WattFile provides a submission summary and review window before the Submission Event and, absent your objection or revocation, submits under your standing instruction without a separate per-filing approval. You remain responsible for providing accurate source information and for completing any review, confirmation, authorization, or attestation presented through the Services. The Services are automated software tools and electronic-transmission functionality — not legal advice, engineering services, professional certification, human compliance consulting, or a concierge service.

7. Third-Party Platform Submission Step

WattFile automates the portions of the Services for which approved technical interfaces are available. Certain utility, EPA, and City platforms may require manual account, permission, sharing, confirmation, or transmission actions and may not provide an interface for those actions. You authorize WattFile’s operational personnel to perform those limited ministerial actions where permitted and necessary, through controlled, access-restricted WattFile systems. Such actions do not constitute concierge, consulting, legal, engineering, or professional services. WattFile does not control when ESPM, the DOB, BEAM, utilities, or other third-party systems accept, process, reject, or confirm a connection or submission.

8. No Legal, Engineering, or Certification Services

Benchmarking compliance is distinct from ENERGY STAR building certification, which requires a licensed professional (a Professional Engineer or Registered Architect) and which WattFile does not provide. WattFile does not represent that any building will be “certified” or achieve any particular score or grade.

9. Independent Service; No Government Affiliation

WattFile is independent and is not affiliated with, endorsed by, or acting for the NYC Department of Buildings, the U.S. EPA, or any utility. The DOB makes all final compliance and penalty determinations.

10. NO GUARANTEES; DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WATTFILE DOES NOT GUARANTEE ANY COMPLIANCE OUTCOME, SCORE, GRADE, PENALTY AVOIDANCE, OR SAVINGS. WATTFILE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR PERFECTLY INTEGRATED WITH THIRD-PARTY UTILITY, ESPM, OR DOB SYSTEMS AT ALL TIMES. TO THE FULLEST EXTENT PERMITTED BY LAW, WATTFILE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, WATTFILE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID TO WATTFILE FOR THE SERVICES GIVING RISE TO THE CLAIM (WHETHER PAID BY YOU, THE OWNER, OR ANOTHER CUSTOMER), AND WATTFILE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR GOVERNMENTAL PENALTIES ASSESSED BY THE DOB THAT ARISE FROM INFORMATION YOU PROVIDED OR FROM THE DOB’S INDEPENDENT DETERMINATIONS. This limit applies regardless of the theory of liability (contract, tort, statute, or otherwise) and reflects the parties’ agreed allocation of risk in the price. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY TO THE EXTENT IT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, OR FOR ANY NON-WAIVABLE STATUTORY RIGHT. If any part of this Section is unenforceable, liability is limited to the maximum extent permitted.

12. Indemnification

You will indemnify and hold WattFile harmless from third-party claims (including from any utility or the DOB), and reasonable attorneys’ fees, arising out of your breach of these Terms, your provision of inaccurate information, or your lack of authority to authorize a filing. WattFile will give you prompt notice of the claim, and you control the defense and settlement subject to WattFile’s reasonable cooperation and to WattFile’s right to approve any settlement that imposes a non-monetary obligation on it. This obligation survives termination and is not subject to Section 11.

13. Intellectual Property

WattFile owns the platform, software, and materials. You retain ownership of the data you provide and of your building and filing information; WattFile’s administration of an ESPM property record in its own account (as Property Data Administrator) does not transfer ownership of that data to WattFile. You grant WattFile a license to use that data solely to provide, secure, evidence, and lawfully retain the Services. You grant WattFile a perpetual, royalty-free license to use any feedback you provide.

14. Third-Party Services

The Services rely on third parties, including ESPM, utilities, and payment processing. Your use of those services may be subject to their terms, and WattFile is not responsible for their acts or availability.

15. Data & Privacy

WattFile’s handling of personal and building data is described in the Privacy Policy, incorporated by reference.

16. Term & Termination

Either party may terminate as provided in the Customer Authorization. WattFile may also suspend or terminate for non-payment or misuse. These are distinct events: a Customer may cancel an Order or stop paying; an Owner may revoke WattFile’s agency authority under the Customer Authorization; WattFile may suspend or terminate for non-payment or misuse; and an annual Order naturally expires on completion. Where a Customer cancels but the Owner has not revoked an already-initiated submission, WattFile proceeds under the revocation sequence in Customer Authorization §17.

On termination: refunds are governed by Section 5 (deliver-or-refund); WattFile completes or unwinds an in-progress submission as provided in the Customer Authorization §17; and your data is handled per the Privacy Policy, including the export/transition provisions of the Customer Authorization. The following survive termination: Section 5 (fees owed), Section 10, Section 11, Section 12, Section 13, Section 15 (and the Privacy Policy), Section 18 (governing law, arbitration, and class-action waiver), and Section 19.

17. Changes

WattFile may update the Services or these Terms. For material changes, WattFile will give advance notice by email and post a new effective date; changes do not apply to a filing already in progress or retroactively to a dispute that arose before the change. If you do not agree to a material change, you may terminate before it takes effect and receive a refund of any unused prepaid fees per Section 5.

18. GOVERNING LAW & DISPUTES — PLEASE READ; THIS SECTION AFFECTS YOUR LEGAL RIGHTS

These Terms are governed by the laws of the Commonwealth of Puerto Rico. Nothing here waives any non-waivable right or protection available to you (or, where applicable, to the Owner or Authorized Signer) under applicable law, including New York; the Puerto Rico choice of law does not displace a fundamental non-waivable New York policy.

• Informal resolution first. Before starting arbitration, the complaining party will send the other a written notice of dispute and allow 30 days to resolve it informally.
• Binding arbitration. Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, conducted virtually/online. If AAA determines its Consumer Arbitration Rules do not apply (for example, because a party is a business entity rather than a consumer), the arbitration will proceed under the applicable AAA Commercial Rules, while preserving the individual-basis requirement, the small-claims option, and the fee protections stated here to the extent legally applicable.
• Small-claims option. Either party may instead bring an individual claim in small-claims court if it qualifies.
• Class-action waiver. To the extent permitted by law, you and WattFile waive any right to bring or participate in a class, collective, or representative action and agree to arbitrate only on an individual basis. If this class-action waiver is found unenforceable, the entire arbitration agreement in this Section is void (and disputes proceed in court on an individual basis).
• Opt-out. You may opt out of arbitration within 30 days of first accepting these Terms by emailing support@wattfile.com; opting out does not affect the rest of the Terms.
• Costs. WattFile will pay AAA filing, administrative, and arbitrator fees to the extent required by the applicable AAA Rules.

THIS SECTION REQUIRES INDIVIDUAL ARBITRATION AND WAIVES CLASS ACTIONS AND JURY TRIALS.

19. Miscellaneous

• Entire agreement / no reliance. These Terms, together with the Customer Authorization and Privacy Policy, are the entire agreement, and you have not relied on any statement outside them.
• Order of precedence. If these Terms, the Customer Authorization, and the Privacy Policy conflict, the following governs for the subject matter of each: (1) the Customer Authorization for agency scope and filing authority; (2) these Terms for commercial and liability terms; (3) the Privacy Policy for data handling; and your Order for fees.
• Force majeure. WattFile is not liable for any delay or failure to perform (including any missed or late filing) caused by events beyond its reasonable control, including utility or ESPM delays/outages, DOB system unavailability, third-party or hosting failures, internet outages, acts of government, or your delay in providing information or signatures — except to the extent the delay or failure was caused or materially worsened by WattFile’s failure to exercise reasonable care or to timely perform an obligation within its control. Such events extend any deadline and suspend performance; if they prevent submission, your sole remedy is the deliver-or-refund policy in Section 5, not damages.
• Notices. Notices to you go to your account email; notices to WattFile go to support@wattfile.com; email notices are deemed received one business day after sending.
• No waiver. No waiver of any term is effective unless in writing.
• No third-party beneficiaries. These Terms create no third-party beneficiary rights.
• Assignment. You may not assign these Terms without our consent. WattFile may assign these Terms and its related payment rights without your consent in connection with a financing, merger, acquisition, reorganization, or sale of substantially all relevant assets. WattFile may delegate or transfer performance of the limited-agent obligations under the Customer Authorization only to a successor that assumes WattFile’s obligations, maintains materially equivalent security safeguards, and gives Owner prior notice; Owner may revoke the Authorization following that notice. WattFile’s operational personnel receive no independent agency authority.
• Severability. If any provision is unenforceable, the rest remains in effect.

20. Contact

Questions about these Terms: support@wattfile.com, WattFile Labs LLC, 1654 Calle Tulipán, Ste 100, San Juan, PR 00927.