Terms

LevelTen Terms and Conditions

 

Last updated: December 3, 2019

 

Welcome to LevelTen’s proprietary renewable energy marketplace and platform, a unique combination of software, data analytics, contract templates, and related advisory tools and processes, designed to aggregate renewable energy buyers and sellers, allowing the parties to connect and transact more efficiently to facilitate and support the purchase and sale of renewable energy products (the “Platform”). We’re excited to have you as a partner. Before getting started, please review these Terms and Conditions. By using the Platform, you are acknowledging your agreement to abide by and comply with these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use the Platform. You may direct any questions you have about the Terms and Conditions to terms@leveltenenergy.com. Throughout these Terms and Conditions, we may refer to you as either “you” or a “user.”

 

Limited license

So long as user complies with the Terms and Conditions, LevelTen will grant user access to the Platform. LevelTen hereby grants to user a worldwide, nonexclusive, nontransferable, nonassignable, nonsublicensable, revocable license to use the Platform, solely in connection with the purchase and sale of renewable energy products through the Platform. LevelTen expressly reserves all rights to the Platform not granted herein.

 

By using the Platform or otherwise providing any data to LevelTen through the Platform, user expressly grants, and represents and warrants to LevelTen that user has a right to grant, to LevelTen, a worldwide, nonexclusive, transferable, assignable, royalty-free, fully-paid license to use, reproduce, adapt, translate, and make derivative works of all such data in whole or in part, subject to the terms of LevelTen’s Privacy Policy, for the sole purpose of supporting the Platform. Please consult LevelTen’s Privacy Policy for information on the data LevelTen collects and how LevelTen uses such data.

 

Confidentiality

In using the Platform, you will have access to LevelTen’s intellectual property and confidential business information, and you may also have access to certain third party confidential information related to renewable energy projects. The user agrees that it will not disclose, share, copy, screenshot, repurpose, or reverse engineer LevelTen’s proprietary analytics, products, processes, formulae, methodologies, ideas, diagrams, source code, software, contracts, or other components of the Platform, and will not use any of LevelTen’s intellectual property and confidential business information for any purpose other than user’s participation in the Platform. In addition, the user will not disclose or use any project specific information or pricing (which may be confidential to a project developer), other than in connection with its purchase of renewable energy products through the Platform.

 

LevelTen requires each individual user to have unique log in credentials. Therefore, user agrees that it will not share log in credentials either amongst individuals within its organization or with external third parties (including, but not limited to, consultants, agents, brokers, and/or vendors).

 

LevelTen will hold all information regarding the user’s business operations and business systems in trust and confidence and shall not use or disclose such information to any other party, unless required to do so by process of law or as permitted by the Terms and Conditions and Privacy Policy.

 

Removal of data

LevelTen may, at its sole discretion, without liability or penalty, remove any data from or revoke access to the Platform for any reason, or no reason at all, subject to the Terms and Conditions.

 

Without limiting the generality of the foregoing, LevelTen may remove any data or revoke access which, to LevelTen’s knowledge: (a) violates LevelTen’s content submission policy, as further described below, (b) violates the Terms and Conditions, applicable laws, rules or regulations, or was provided by a user in violation of the Terms and Conditions, applicable laws, rules or regulations; (c) is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, disruptive, threatening, abusive or illegal; or (iv) which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.

 

You have the right to request removal of your data from the Platform at any time, by contacting LevelTen at terms@leveltenenergy.com.

 

No warranty

LevelTen does not guarantee any results from using the Platform. LevelTen does not warrant, endorse, guarantee, or assume responsibility for any action or inaction of any user. The Platform is provided on an “As is” and “As available” basis. Use of the Platform is at user’s own option and risk. To the maximum extent permitted by applicable law, the Platform is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

 

LevelTen does not guarantee the accuracy, completeness, or usefulness of any information, documents, or material provided to any user whether provided by LevelTen or any other user. Any information, documents, or material provided by LevelTen that may be posted on, or available to user through user’s use of the Platform are for informational purposes only and are not intended to replace or be a substitute for any professional financial, legal, tax, insurance, compliance, due diligence or other advice. No advice or information, whether oral or written, obtained by user from LevelTen or through the Platform will create any warranty not expressly stated herein. Without limiting the foregoing, LevelTen does not warrant that the content provided on the Platform is accurate, reliable or correct; that the Platform will meet user’s requirements; that the Platform will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Platform is free of viruses or other harmful components.

 

Limitation of liability

To the maximum extent permitted by applicable law, in no event shall LevelTen, its affiliates, agents, shareholders, or directors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Platform. Under no circumstances will LevelTen be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Platform or user’s account or the information contained therein.

 

To the maximum extent permitted by applicable law, LevelTen assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of data or information supplied to LevelTen by any user; (b) personal injury or property damage, of any nature whatsoever, resulting from user’s access to or use of the Platform or any other user’s access to or use of the Platform or the conduct, development or operation of any renewable energy project; (c) any unauthorized access to or use of the Platform; (d) any interruption or cessation of transmission to or from the Platform; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform; (f) any errors or omissions in any data or information on any user or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Platform; or (g) the defamatory, offensive, or illegal conduct of any user or third party.

 

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if LevelTen has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law.

 

Indemnification

User hereby agrees to indemnify, hold harmless and defend LevelTen, its shareholders, directors, employees and agents (collectively, the “Indemnitees”), from and against any and all liabilities, penalties, fines, forfeitures, fees, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including reasonable attorneys’ fees (collectively, “Damages”), which any or all of the Indemnitees may hereafter suffer, incur, be responsible for or pay out to the extent caused by, or arising from or in connection with user’s use of the Platform or any negligent actions or omissions or willful or reckless misconduct of user, its representatives or any affiliate or any of their its respective employees, officers, owners, directors or agents in the performance of these Terms and Conditions, or the violation of any law, ordinance or regulation. Such indemnity shall exclude Damages to the extent they arise as a result of any grossly negligent actions or omissions or willful misconduct of LevelTen or its employees, officers, directors or agents.

 

Content submissions

LevelTen respects copyright, and we prohibit users of the Platform from submitting, uploading, posting, or transmitting any data or other information on the Platform that violates another person’s proprietary rights. LevelTen has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. It is LevelTen’s policy to (i) remove data or other material posted to the Platform that it believes to be copyrighted material (as determined in LevelTen’s good faith), (ii) remove and discontinue providing access to the Platform to repeat offenders of this policy. LevelTen requests notification of suspected copyright infringement, delivered to terms@leveltenenergy.com.

 

Links to other web sites

The Platform may contain links to third-party web sites or services that are not owned or controlled by LevelTen.

 

LevelTen has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. User further acknowledges and agrees that LevelTen 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 content, goods or services available on or through any such web sites or services.

 

Business transactions through the marketplace

In the event a user enters into a transaction to purchase or sell renewable energy through the Platform, additional terms and conditions will apply that are specific to such transaction, and user will be required to agree to such additional terms as a condition to consummating a transaction.

 

Governing law

These Terms and Conditions will be governed by the laws of Washington State except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.

 

Severability

If any provision or portion of the Terms and Conditions is determined to be invalid or unenforceable under any applicable statute or rule of law, it is only to that extent to be deemed omitted, and such invalidity or unenforceability shall not affect any other provision of the Terms and Conditions. The Terms and Conditions shall then be construed as if such unenforceable provision(s) had never been contained herein and the balance of the Terms and Conditions shall remain enforceable.

 

Changes

LevelTen reserves the right, at its discretion, to change, modify, add or remove portions of these Terms and Conditions at any time by posting the amended Terms and Conditions. You may also be given notice, such as an e-mail message of any changes. You will be deemed to have accepted such changes to the Terms and Conditions by continuing to use the Platform.