Terms

LevelTen Terms and Conditions

 

Last updated: October 6, 2020

 

Welcome to LevelTen Energy’s (“LevelTen’s”) proprietary renewable energy marketplace and platform, a unique combination of software, data analytics, procurement tools and processes, and related services designed to facilitate renewable energy transactions (the “Platform”). We’re excited to have you as a partner. Before getting started, please review these terms and conditions of use (“Terms”). By using the Platform, you are acknowledging your agreement to abide by and comply with these Terms. If you do not agree to these Terms, you may not use the Platform. You may direct any questions you have about the Terms to terms@leveltenenergy.com. Throughout these Terms, we may refer to you as either “you” or a “user.” Users of the Platform may include renewable energy sellers and buyers (including certain verified and credentialed partners, advisors, and/or agents (“Advisors”) representing validated renewable energy buyers) as well as sellers and buyers involved in the purchase and sale of renewable energy project assets.

 

Limited license

So long as user complies with the Terms, 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 renewable energy transactions facilitated 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.

 

User agrees to use the Platform for lawful purposes only and may not: (i) resell, sublicense, or make any other commercial use of the Platform other than as contemplated by these Terms; (ii) distribute, redistribute, transfer, or modify the Platform, or otherwise grant rights to third parties with regard to the Platform, without our written consent; (iii) modify, reverse engineer, hack, translate, decompile, disassemble, or create derivative works of the Platform; (iv) use the Platform for the purpose of building a similar or competitive product or service; (v) send any unlawful, harassing, libelous, defamatory or threatening electronic communication from the Platform; or (vi) deliberately introduce any viruses, Trojan horses, worms, spyware or other malicious code into the Platform.

 

Confidentiality

In using the Platform, you will have access to LevelTen’s intellectual property and confidential business information, including certain proprietary analytics, products, processes, formulae, methodologies, ideas, diagrams, source code, software, contracts, and other components of the Platform (“LevelTen Information”) and you may also have access to certain third-party confidential information related to renewable energy transactions, including but not limited to certain project and pricing information (”Third-Party Information”). The user agrees that it will keep confidential and not disclose, share, copy, screenshot, repurpose, or reverse engineer the LevelTen Information or Third-Party Information, and will not use such LevelTen Information or Third-Party Information for any purpose other than user’s participation in renewable energy transactions 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 with other individuals within its organization or with external third parties (including, but not limited to, consultants, agents, brokers, and/or vendors), without LevelTen’s written consent.

 

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 these Terms and/or Privacy Policy.

 

LevelTen Platform Fees

LevelTen earns revenue in a variety of ways, but most typically through fees related to transactions facilitated through the Platform (“LevelTen Platform Fee”). The LevelTen Platform Fee may be paid by either the buyer or seller involved in the transaction, depending on the specific transaction; however, it is most common for the seller to pay the LevelTen Platform Fee. Sellers participating in the Platform acknowledge that where LevelTen notifies seller that the LevelTen Platform Fee will apply to a particular transaction, seller will be required to execute LevelTen’s standard form of Platform Fee Agreement as a condition to the consummation of any transaction between seller and buyer facilitated in connection with the Platform. A copy of LevelTen’s standard Platform Fee Agreement is available for download and review on user accounts on the Platform.

 

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 these Terms.

 

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, applicable laws, rules or regulations, or was provided by a user in violation of the Terms, 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, or the accuracy or completeness of any information, documents, or material provided about any project or any buyer or seller on the platform. User’s access and use of the platform is at user’s own risk and, except as explicitly provided in these terms, LevelTen makes no representations or warranties 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 will be free of viruses or other harmful components. User acknowledges and agrees that, except as expressly set forth in these terms, the platform is provided “as-is”, and LevelTen is not obligated to maintain, update, or support the platform. User further acknowledges and agrees that LevelTen has made no representations or warranties regarding the platform that are not expressly provided in these terms, and expressly disclaims warranties of merchantability, fitness for a particular purpose, non-infringement, or warranty of title. LevelTen does not warrant, endorse, or assume responsibility or liability for any action or inaction of any buyer or seller on the platform, the performance of any renewable energy development projects, or the financial performance of any transaction.

 

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.

 

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, 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 or renewable energy assets 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 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 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. The Terms shall then be construed as if such unenforceable provision(s) had never been contained herein and the balance of the Terms shall remain enforceable.

 

Changes

LevelTen reserves the right, at its discretion, to change, modify, add or remove portions of these Terms at any time by posting the amended Terms. 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 by continuing to use the Platform.

 

LevelTen Privacy Policy

 

Last updated: October 6, 2020

 

At LevelTen, we are committed to protecting the privacy and security of your organization’s data. This Privacy Policy describes the types of data we collect and how we may use this data.

 

This Privacy Policy is incorporated by reference into and subject to the provisions of LevelTen’s terms and conditions of use (“Terms”) in connection with the LevelTen Platform. Some capitalized terms used in this Privacy Policy are defined in the Terms. By using and participating in the LevelTen Platform, you accept the practices described in this Privacy Policy.

 

The type of project data we collect

LevelTen requires users to submit certain data prior to receiving credentials to access the Platform. Additionally, LevelTen collects data from users of the Platform. Such data includes (a) individual and corporate information, including, but not limited to company and individual name, email address, mailing address, and phone number, (b) certain renewable energy and asset seller data related to renewable energy projects and/or products, such as commercial operation date, pricing, energy production, construction costs, and other project- and/or product-related attributes required for LevelTen to facilitate a transaction through the Platform, (c) certain renewable energy buyer data related to energy consumption, renewable energy procurement goals, facility location, and other related data required for LevelTen to facilitate a transaction through the Platform, (d) certain renewable energy asset buyer data related to acquisition target project specifications (geography, size, technology, etc.), lists of preferred asset sellers, and other related data required for LevelTen to facilitate a transaction through the Platform, and (c) certain Platform usage data.

 

How we use your data

LevelTen may display on the Platform anonymized data LevelTen collects. Such display of data will be anonymized so as not to disclose, directly or indirectly, inherently or expressly, (a) your organization’s identity or (b) in the case of sellers, the project name or a geographic location with more specificity than the state and county (or province) in which the project is located, without your organization’s consent to make such identifying disclosures. If you are a seller and choose to participate in a procurement process through LevelTen’s Request for Proposal (“RFP”) Automation software or otherwise engage in a transaction through the LevelTen Platform, then you will be asked to disclose certain additional identifying information concerning the renewable energy project and/or products offered into the RFP and/or transaction process, which will become visible to the buyer responsible for the procurement and/or the Advisor of such buyer.

 

LevelTen may aggregate your data with other data to create compilations and analysis of such data in a manner that does not directly or indirectly, inherently or expressly, identify your organization. All such aggregated data will inherently or expressly be anonymized. Further, LevelTen may share with other Platform users and the public such aggregated data.

 

The two previous paragraphs of this Privacy Policy are effective notwithstanding anything to the contrary in any mutual non-disclosure agreement, confidentiality agreement, or similar agreement between LevelTen and your organization.

 

Use of cookies

The Platform may use cookies to improve users’ experience. A cookie is a text file placed on a user’s computer hard disk by a web page server. Users have the ability to accept or decline the use of cookies by making modifications to web browser settings.

 

Policy changes

We may change our Privacy Policy from time-to-time. We encourage you to refer to this Privacy Policy on an ongoing basis so that you understand our current Privacy Policy.