WattCarbon Platform Terms of Service

Please read these terms & conditions carefully.

WattCarbon Inc. and their affiliates and subsidiaries (hereinafter collectively referred to as “WattCarbon,” “us,” “we,” “our,” or “Company”) has created the following terms and conditions of use (these “Terms”) to apply to all use of our Services (as defined in Section 3).

These Terms are written in the English language. We do not guarantee the accuracy of any translated versions of these Terms. To the extent any translated versions of these Terms conflict with the English language version, the English language version of these Terms shall control.

Your agreement with us includes these Terms and our privacy policy (the “Privacy Policy”), together with any further terms and conditions we may place on the use of the Services from time to time to which you agree to be bound.

Section 1. General Conditions

Please carefully read these Terms before using our Services. By creating an account, by clicking to accept these Terms, or by otherwise using our Services, you agree to be bound by these Terms, including the Binding Arbitration Clause and Class Action Waiver described in Section 20, and the Privacy Policy. If you do not agree to these Terms or the Privacy Policy, then you must not use our Services. If you violate these Terms or the Privacy Policy, we reserve the right to deny you access to our Services, together with any and all other legal remedies.

The headings used herein are included for convenience only and will not limit or otherwise affect these Terms.

Section 2. Relationship to Other Agreements

These Terms govern your access to and use of the Platform other than under a separately executed order form, subscription agreement, or services agreement between you and WattCarbon (an “Enterprise Agreement”). If you access the Platform under an Enterprise Agreement, that Enterprise Agreement governs your use of the services described in it and controls over these Terms in the event of any conflict. These Terms continue to apply to your use of any portion of the Platform that is not covered by an Enterprise Agreement.

Limited Platform access — including account creation, data loading, and standard measurement and verification — is provided under these Terms and is not subject to fees except as described in Section 6 or in an applicable Enterprise Agreement.

For clarity, Section 20 (Arbitration Clause and Class Action Waiver) does not apply to any party that has entered into an Enterprise Agreement with WattCarbon. Disputes with such parties are governed by the dispute resolution provisions of the applicable Enterprise Agreement.

Section 3. Description of Our Services

Our services include:

1. the provision of the “WattCarbon Energy Attribute Tracking System”, an electronic platform to: (i) determine and track over time the energy consumption, savings, and generation, as applicable, of registered generation assets, renewable thermal assets and/or energy demand management assets (collectively, “Energy Attribute Assets”); and (ii) issue “Energy Attribute Certificates” (“EACs”), tradeable instruments corresponding to, as applicable, the hourly production from a generator, energy storage, efficiency, or demand flexibility device, or the equivalent production of one watt-hour of heat electricity from a heat pump system (each, a “Project Activity”), in each case that follow the applicable protocols and standards followed by WattCarbon, as well as record the issuance, transfer, retirement, and cancellation of EACs (“WEATS”);

2. the provision of “Aristotle”, an automated measurement and verification (“M&V”) platform enabling users to register buildings and other structures, heating, ventilation and cooling, lighting and other building systems, energy generation, storage and/or charging resources, electric vehicles, and other related assets (collectively, “Energy Assets”), and to determine and track the energy savings, generation, capacity, and carbon impact of such assets from metered data (“Aristotle”);

3. the provision of “GridSolver”, a grid analytics application built on WattCarbon’s substation-level model of the electric system, which evaluates locations within licensed states for local grid conditions — including load, capacity constraints, and available headroom — and for the modeled value of distributed energy resources sited therein (“GridSolver”); and

4. such other services as we may perform from time to time (together with Aristotle, WEATS, GridSolver, our “Services”).

The Services, together with the websites, applications, user interfaces, and APIs through which we make them available, are collectively the “Platform.” In connection with your use of our Services, you may be required to enter into one or more binding agreements containing terms in addition to these Terms and the Privacy Policy, and your use of our Services will be contingent on your compliance with such agreements.

Section 4. Changes to Services

We reserve the right to withdraw or amend any Service or material we provide in our sole discretion without notice. We will not be liable if, for any reason, all or any part of our Services are unavailable at any time or for any period. From time to time, we may restrict access to our Services or to users, including registered users. If we make a material change that reduces the functionality otherwise available to you, we will provide reasonable advance notice where practicable.

Section 5. Access, Accounts, and Communications

In order to use and/or access our Services, you may be required to register an account with WattCarbon. You may be asked to input and/or upload information about, as applicable, your Energy Assets, including, but not limited to, make and model, geographical location, size, capacity, energy generation and consumption, previous equipment, and other identifying, operational and performance-related information, as applicable (collectively, “Asset Information”). You retain all right, title, and interest in Asset Information. You grant WattCarbon a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and use Asset Information solely to provide, maintain, secure, and support the Services to you, and to create De-identified Data as described in Section 8. We will not publish, sell, or distribute your Asset Information in identifiable form, except as you direct or as otherwise permitted by these Terms. See Section 8 for additional information regarding rights to and the use of intellectual property in connection with the Services.

Uses of and access to WattCarbon’s Application Programming Interface (“API”) are subject to these Terms, including the prohibited uses detailed in Section 12. You are responsible for keeping API credentials confidential and for all activity conducted under them, and you may not share credentials with, or permit their use by, any third party. We may set and enforce rate limits, and may suspend or throttle API access that we reasonably determine imposes an excessive burden on the Services or violates these Terms. For example, and without limitation, API users may not sublicense data accessed, used, or otherwise learned through WattCarbon’s Services.

By creating an account with WattCarbon, you agree to receive newsletters, marketing, or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing support@wattcarbon.com.

Section 6. Fees

Limited Platform access is provided at no charge. Fees for paid services are set out in the applicable Enterprise Agreement or, for self-service subscriptions, disclosed to you at the point of purchase. WattCarbon, in its sole discretion and at any time, may modify the fees it charges for use of our Services. Any subscription fee change will become effective at the end of the then-current billing cycle. WattCarbon will provide you with a reasonable prior notice of any change in the fees it charges for use of our Services to give you an opportunity to, as applicable, terminate your subscription to and/or use of our Services before such change becomes effective. Your continued use of our Services after any fee change comes into effect constitutes your agreement to pay the modified fee amount. Except where required by law, paid fees are non-refundable.

Self-Service Subscriptions. If you purchase a subscription directly through the Platform rather than under an Enterprise Agreement (a “Self-Service Subscription”), we will, before you submit payment information, clearly and conspicuously disclose: (a) the recurring price, and where introductory or promotional pricing applies, that price, the date it ends, and the price that will apply afterward; (b) the billing frequency and the fact that charges will recur automatically until canceled; (c) the length of the subscription term and any minimum purchase obligation; and (d) the deadline and method for canceling to avoid the next charge.

Automatic Renewal. Your Self-Service Subscription will automatically renew at the end of each billing cycle at the then-current price unless you cancel before the renewal date.

Cancellation. You may cancel a Self-Service Subscription at any time through your account settings, the customer billing portal we make available, or by contacting us at support@wattcarbon.com. Cancellation takes effect at the end of your then-current billing period, and you will retain access through the end of that period. Except where required by law, no refunds will be issued for partial periods.

Free Trials. You may be offered a free trial period or introductory pricing for a Self-Service Subscription. If so, we will clearly and conspicuously disclose the length of the trial, the date it ends, and the amount and timing of the first charge before you enroll. At the end of the trial period, you will be automatically charged the applicable subscription fee unless you cancel prior to the end of the trial period.

Payments for self-service subscriptions are processed by our third-party payment processor, Stripe, and are subject to Stripe’s Terms of Service and Privacy Policy. By subscribing to our service, you agree to pay the subscription fees as they become due and authorize WattCarbon and Stripe to charge your chosen payment method on a recurring basis, without requiring your prior approval for each recurring charge, until you cancel your subscription.

You must provide current, complete, and accurate billing and payment information. If your payment method is declined or otherwise unavailable, we reserve the right to suspend or cancel your access to the applicable service until payment is successfully processed.

Section 7. License to Use the Platform

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform for your own internal business purposes, including to create and maintain an account, register and manage assets, connect data sources, run and view analyses, and access outputs through the Platform interface or the API. We separately grant you a limited, revocable, non-exclusive, and non-transferable right to review our website for informational purposes. These rights do not allow the sublicense of data under a license agreement. Such sublicensing is expressly prohibited. We reserve the right to terminate or limit your access to our Services and/or the licenses granted herein for any reason (or no reason) and in our sole discretion.

We reserve the right to, at any time, temporarily or permanently, modify or discontinue any features associated with our Services with or without notice and for any reason, including performing maintenance, repairs, or upgrades. We (and our licensors) remain the sole owner of all rights, title, and interest in our Services. We will not be liable if for any reason all or any part of our Services are unavailable at any time or for any period.

Any rights not expressly granted herein are reserved by WattCarbon.

Section 8. Intellectual Property and Your Data

All content, features, and functionality available through our Services, including but not limited to Project Information, analysis related to Asset Information, design, artwork, hyperlinks, text, videos, calendars, software, images, technical drawings, blog posts, podcasts, audio, images, art, code, configurations, graphics, other files, and their selection and arrangement (collectively, “Materials”) are either the proprietary property of us, our affiliates, or licensors and are protected by United States and international intellectual property and proprietary rights laws. We reserve any and all rights to the Materials.

The Materials may not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means in whole or in part without our prior written permission except that you may download and print Materials for non-commercial uses and may use the data accessed through our API for your own business purposes, including showing the Materials to your customers, that are not competitive with or derogatory to us, provided that you keep all copyright or other proprietary notices intact, do not alter such Materials, and do not, except as noted herein, further reproduce, publish, or distribute such Materials. Please note that this limited consent may be revoked at any time by us and does not include consent to republish Materials on the Internet, or any Intranet or Extranet site, or to incorporate the Materials in any database or other compilation. Any other use of the Materials is strictly prohibited. You further agree that you will not systematically extract, collect, or harvest through electronic means or otherwise, any data or data fields from our Services, including but not limited to customer identities or Information (as defined in our Privacy Policy).

All registered and unregistered trademarks visible or accessible through our Services are trademarks of the Company, or licensors and may not be copied, imitated, or used in whole or in part without the prior written permission of the Company, or its owners. All page headers, customer graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ours or our affiliates and may not be copied, imitated, or used in whole or in part without prior written permission of us.

Your Data. You retain all right, title, and interest in Asset Information. We acquire no rights in Asset Information other than the license granted in Section 5 and this Section 8.

De-identified Data. We may create and use data derived from Asset Information that has been de-identified and aggregated so that it does not identify you, your sites, your assets, or your customers (“De-identified Data”), including to improve the accuracy and performance of our measurement, verification, and grid models. We will not publish, sell, or distribute Asset Information in identifiable form. This right survives termination of these Terms.

Feedback. WattCarbon shall have a non-exclusive, fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into our Services, or otherwise use any suggestions, enhancement requests, recommendations, or other feedback we receive from you or other third parties acting on your behalf.

WattCarbon also reserves the right to seek intellectual property protection for any features, functionality, or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations, or other feedback we receive from you or other third parties acting on your behalf.

Section 9. GridSolver Outputs and Modeled Data

“GridSolver Outputs” means all maps, analyses, valuations, forecasts, scenarios, reports, data extracts, and other materials generated by or exported from GridSolver, including any derivative or reformatted version thereof. GridSolver Outputs are derived from WattCarbon’s proprietary grid model and third-party data sources, and are not Asset Information.

Ownership and License. We retain all right, title, and interest in GridSolver Outputs and in the underlying grid model, datasets, and methodologies from which they are generated. Subject to your compliance with these Terms and payment of any applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable license, for so long as your access remains active, to use, reproduce, and internally distribute GridSolver Outputs for your own business purposes.

Modeled Estimates; No Reliance. GRIDSOLVER OUTPUTS ARE MODELED ESTIMATES GENERATED FROM PUBLIC, LICENSED, AND COMPANY-DEVELOPED DATASETS, AND ARE PRODUCED FOR PLANNING AND SCREENING PURPOSES ONLY. THEY ARE NOT MEASUREMENTS, NOT FORECASTS OF REALIZED REVENUE, AND NOT REPRESENTATIONS THAT ANY VALUE, CAPACITY, INTERCONNECTION, OR PROGRAM OUTCOME WILL BE ACHIEVED. WE MAKE NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF UNDERLYING THIRD-PARTY DATA. YOU ARE SOLELY RESPONSIBLE FOR ANY INVESTMENT, PROCUREMENT, SITING, REGULATORY, OR INTERCONNECTION DECISION MADE IN RELIANCE ON GRIDSOLVER OUTPUTS. WHERE AN ACTUAL MEASURED RESULT IS REQUIRED, THE APPLICABLE SERVICE IS ARISTOTLE.

Attribution. If you disclose any GridSolver Output outside your organization, you must (a) identify WattCarbon as the source, (b) retain the methodology version and provenance information included in the Output as delivered, and (c) not present the Output as the work product of you or any third party.

Prohibited Uses. You will not, and will not permit any third party to: (i) sell, license, sublicense, or otherwise distribute GridSolver Outputs for consideration; (ii) incorporate GridSolver Outputs into a consulting deliverable, study, subscription, or other product or service provided to others; (iii) remove, alter, or obscure any WattCarbon attribution, methodology reference, provenance notation, or watermark; (iv) present GridSolver Outputs under your own or a third party’s brand; (v) systematically extract, scrape, or accumulate GridSolver Outputs, whether manually or by automated means, beyond what is reasonably necessary for the permitted uses in these Terms; or (vi) use GridSolver Outputs, or the Services, to develop, train, calibrate, benchmark, or validate any model, dataset, or product that performs functions substantially similar to the Services.

Scope of Access. Where GridSolver access is licensed on a per-state basis, your license extends only to the states identified in the applicable Enterprise Agreement or purchase. You will not access, or attempt to access, GridSolver data for states not so licensed, and will not use GridSolver Outputs for one state as a basis for representing conditions in an unlicensed state.

Section 10. Energy Attribute Certificates

EACs are issued in accordance with the protocols and standards adhered to by WattCarbon and in effect at the time of issuance. We may revise those protocols and standards prospectively.

No Qualification Representation. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY EAC QUALIFIES, OR WILL CONTINUE TO QUALIFY, UNDER ANY COMPLIANCE OR VOLUNTARY PROGRAM, STANDARD, PROTOCOL, OR TAX REGIME, INCLUDING ANY RENEWABLE PORTFOLIO STANDARD, GREENHOUSE GAS ACCOUNTING STANDARD, CORPORATE REPORTING FRAMEWORK, OR TAX CREDIT PROGRAM. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER AN EAC MEETS THE REQUIREMENTS OF ANY PROGRAM IN WHICH YOU INTEND TO USE IT.

Retirement. Retirement of an EAC is final and irrevocable. Once retired, an EAC cannot be transferred, reinstated, or reused.

Correction and Reversal. Measured data underlying an EAC may be revised, corrected, or restated. We reserve the right to correct, adjust, suspend, or cancel EACs that we determine were issued in error, issued on the basis of inaccurate or incomplete data, or issued in a manner inconsistent with the applicable protocol. We will provide notice to the account holder of record and, where an affected EAC has already been retired, will record the correction in the registry rather than reversing the retirement.

Double Counting. You represent that you will not claim, sell, transfer, or retire any environmental, energy, or carbon attribute represented by an EAC in more than one registry, program, or transaction.

Section 11. Artificial Intelligence Features

The Platform may include features that utilize artificial intelligence or machine learning systems (“AI Features”). By enabling, accessing, or using an AI Feature, you authorize us to process your Asset Information through that AI Feature for the purpose of providing the Services. We will identify AI Features within the Platform but are not required to disclose or document the design, architecture, model selection, training data, or internal operation of any AI Feature.

AI Outputs. Outputs generated by AI Features (“AI Outputs”) are probabilistic and carry the data-integrity risks inherent in artificial intelligence systems generally, including the risk of results that are factually incorrect, fabricated, incomplete, or internally inconsistent (commonly referred to as “hallucinations”). ALTHOUGH WE TAKE COMMERCIALLY REASONABLE STEPS TO MAINTAIN THE ACCURACY OF OUR DATA, MODELS, AND ANALYSES, WE DO NOT WARRANT THAT AI OUTPUTS ARE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE. You are responsible for reviewing and independently verifying AI Outputs before relying on them, and you will not rely on AI Outputs as the sole basis for any investment, procurement, siting, regulatory, interconnection, or compliance decision. Where a verified measurement is required, you should rely on the measurement and verification outputs of the Services rather than on AI Outputs.

Section 12. Prohibited Uses

In addition to other prohibitions as set forth in these Terms, you are prohibited from using our Services or related content: (a) for any unlawful or fraudulent purpose; (b) to solicit others to perform or participate in any unlawful or prohibited acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others or delete the copyright or other proprietary rights notice from any content; (e) to harass, abuse, insult, harm, defame, slander, annoy, disparage, intimidate, or discriminate based upon gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information or otherwise attempt to mislead or impersonate another; (g) to upload or transmit viruses, any other type of malicious code, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that will or may be used in any way that will affect the functionality or operation of Services including our website (or related website, other websites, or the Internet) or that interferes with any party’s uninterrupted use and enjoyment of our Services; (h) to collect or track the personal information of others; (i) to send advertising or promotion materials, spam, phish, pharm, pretext, spider, crawl, scrape, or facilitate the use of any malware or ransomware; (j) for any damaging, obscene, or immoral purpose; (k) to interfere with or circumvent the security features of the website (or related website, other websites or the Internet) and/or Services, including those to prevent copying of content or that limit use; (l) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (m) systematically retrieve data or other content from our Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us or as otherwise provided in these Terms; (n) make any unauthorized use of our Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; (o) use our Services to advertise or offer to sell goods and services; (p) engage in unauthorized framing of or linking to our Services; (q) except as may be the result of standard search engine or Internet browser usage, engage in any automated use of or access to the system, such as using scripts to send comments or messages, or using any data mining, bots, scrapers, or similar data gathering and extraction tools; (r) interfere with, disrupt, or create an undue burden on the website or the networks or services connected to our Services; (s) sell or otherwise transfer your profile; (t) use our Services as part of any effort to compete with us or otherwise use our Services and/or the content for any revenue-generating endeavor or commercial enterprise; (u) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the website; (v) copy or adapt our Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code; (w) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”); (x) in any way that may be deemed a breach or violation of any of our Terms or Privacy Policy; (y) use the Services, any Materials, or any GridSolver Output to develop, train, calibrate, benchmark, or validate any model, dataset, or product that performs functions substantially similar to the Services, or to provide analysis services to third parties; or (z) remove, alter, or obscure any WattCarbon attribution, methodology reference, provenance notation, or watermark. We reserve the right to terminate your use of our Services or any related website for violating any of the prohibited uses.

No Misrepresentation. Separately from the prohibitions above, you will not: (a) misrepresent, mischaracterize, or selectively present any Materials, GridSolver Outputs, AI Outputs, EACs, scores, measurements, or analyses obtained through the Services in a manner that is misleading as to their scope, methodology, confidence, limitations, or conclusions; (b) attribute to WattCarbon any finding, recommendation, endorsement, opinion, or conclusion that WattCarbon has not made; (c) state or imply that WattCarbon has verified, approved, certified, audited, or endorsed any project, transaction, asset, claim, or party, except to the extent expressly stated in a document issued by WattCarbon; or (d) present any output of the Services in modified, excerpted, aggregated, or derived form without identifying it as such. We may require you to correct or withdraw any material that violates this Section, and you will do so promptly at your own expense.

Section 13. Account Security; Our Security Practices

You consent to all actions we take with respect to your information in compliance with our Privacy Policy. You are entirely responsible for any and all activities that occur under your account. You may not use a third party’s account without our express written consent.

You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or log-in credentials, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your personal information.

We reserve the right to refuse registration of, disable, or cancel, a user at our sole discretion.

Our Security Practices. We maintain administrative, technical, and physical safeguards designed to protect Asset Information against unauthorized access, use, or disclosure, including encryption of data in transit and at rest, access controls, and multi-factor authentication for administrative access. Additional information about our security program is available on request. Customers under an Enterprise Agreement may be entitled to further security commitments as set out in that agreement.

We will notify you without undue delay after confirming a security incident that we determine has resulted in unauthorized access to or disclosure of your Asset Information.

Section 14. Data Retention and Deletion

You may close your account at any time by contacting support@wattcarbon.com. Following account closure or termination, we will make your Asset Information available for retrieval for thirty (30) days, after which we may delete it. We may retain De-identified Data, records we are required to retain for legal, tax, audit, or regulatory purposes, and records relating to EACs that have been issued, transferred, or retired, which we retain as part of the permanent registry record. Our handling of personal information is described in the Privacy Policy.

Section 15. Children’s Information

We do not target our Services to minors, who are under sixteen (16) (or a higher age threshold where applicable). You agree that you are not under sixteen (16) years of age. We do not intend to collect or process any Information from anyone under the age of sixteen (16). If we become aware that a user is under sixteen (16) (or a higher age threshold where applicable) and has provided us with Information, we will take steps to comply with any applicable legal requirement to remove such Information. Contact us if you believe that we have mistakenly or unintentionally collected Information from a person under the age of sixteen (16).

Section 16. Accuracy, Completeness, & Timeliness of Information

A. Errors, Inaccuracies, & Omissions

Our Services may contain typographical errors, inaccuracies, or omissions that may relate to Company offerings, promotions, packages, programs, events, and Materials. We do not warrant the fairness, accuracy, completeness, correctness, or usefulness of this information. We disclaim all liability and responsibility placed on such information by you, or by anyone who may be informed of any of its contents.

We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders or programs if any information about our Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order, request, submission, payment, form, etc.).

We do not take on any obligation to update, amend, or clarify information in our Services or on any related website, including without limitation, pricing, dates, availability, location, products, and services, except as required by law.

No specified update or refresh data applied in our Services or on any related website should be taken to indicate that all information in our Services or on any related website has been modified or updated.

B. Third Party Information, Products and Services

Our Services might include links to other websites, applications, or social media platforms, and we may rely on products and services provided by third parties in order to perform our Services. For example, we may rely on third party service providers to solicit information relating to Energy Assets, Energy Attribute Assets and/or Project Activities, as applicable, conduct “know your customer” checks, and process payments, as applicable. We are not responsible for examining or evaluating the content or the fairness, accuracy, completeness, correctness, or usefulness of information made available by any third party, including on any other website, application, or social media platform, and do not warrant and will not have any liability or responsibility for any such information or for any products or services of any third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any other party’s websites, applications, or social media platforms. Please review carefully other party’s terms of use and policies and make sure you understand them before you engage in any transaction. Claims, complaints, questions, or concerns regarding other parties should be directed to that party.

You may not create a link to any page of our Services without our prior written consent. If you do create a link to a page of our Services, you do so at your own risk and the exclusions and limitations set out herein will apply to your use of our Services by linking to it.

Section 17. Warranty Disclaimer

OUR SERVICES, AND THE INFORMATION ON OR AVAILABLE THROUGH OUR SERVICES, IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE OUR SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THEM AT ANY TIME WITHOUT NOTICE TO YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL REPRESENTATIONS AND WARRANTIES RELATING TO OUR SERVICES, OR RELATED CONTENT, FOR WHICH IS OR MAY BE PROVIDED BY ANY AFFILIATES OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES OR OMISSIONS IN OUR SERVICES AND/OR OUR LITERATURE.

IN NO CASE SHALL WE, OUR EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE ARISING FROM YOUR USE OF OUR SERVICES OR IN ANY WAY RELATED TO OUR SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN ANY USE OF OUR SERVICES OR ANY CONTENT OR PRODUCT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE. IN ANY EVENT, THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND OUR SERVICE PROVIDERS UNDER THESE TERMS SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). IF THE FOREGOING LIMITATION IS HELD UNENFORCEABLE, OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The disclaimers and limitations in this Section apply in addition to, and do not limit, the disclaimers in Section 9 (GridSolver Outputs and Modeled Data), Section 10 (Energy Attribute Certificates), Section 11 (Artificial Intelligence Features), and Section 18 (Evaluation and Beta Services).

Section 18. Evaluation and Beta Services

We may make features, products, or services available on a trial, pilot, evaluation, preview, or beta basis (“Evaluation Services”). Evaluation Services are provided “as is” and “as available”, without warranty of any kind, and are excluded from any service level commitment, support commitment, uptime credit, or performance warranty, including any such commitment contained in an Enterprise Agreement. We may modify, suspend, or discontinue Evaluation Services at any time without notice and without liability. Outputs of Evaluation Services should not be relied upon for any investment, procurement, siting, regulatory, or interconnection decision.

Section 19. Governing Law; Export Controls and Sanctions

These Terms, the Privacy Policy and any separate agreements whereby we provide you our Services shall be governed and construed in accordance with the laws of the State of Delaware without reference to any conflict of law rules.

You agree that you will not use our Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

Export Controls and Sanctions. You represent and warrant that you are not, and are not acting on behalf of, any person or entity that is (a) located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. economic sanctions, or (b) identified on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the Denied Persons, Entity, or Unverified Lists maintained by the U.S. Department of Commerce. You will not access, use, export, re-export, or transfer the Services in violation of any applicable export control, sanctions, or anti-boycott laws. We may suspend or terminate your access immediately if we reasonably determine that continued access would violate applicable law.

Section 20. Arbitration Clause and Class Action Waiver—IMPORTANT—PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

A. Arbitration Notice

This Section does not apply to any party that has entered into an Enterprise Agreement with WattCarbon. Disputes with such parties are governed by the dispute resolution provisions of the applicable Enterprise Agreement.

You and WattCarbon agree that if there is any dispute or claim arising from or related to our Services (except for the Exempt Claims, as defined below), these Terms, and/or the Privacy Policy it will be resolved by confidential binding arbitration in California, rather than in court, after first giving Notice of the Dispute (“Notice”) to the other party and the opportunity to discuss resolution within thirty (30) days of such Notice. The Notice to the Company should be sent to WattCarbon, 2443 Fillmore St., #380-5731, San Francisco, CA 94115. This Notice must include a description of the nature and basis of the claims the party is asserting, and the relief sought.

If you and WattCarbon are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, you or the Company may initiate arbitration proceedings to be conducted by a single impartial arbitrator chosen from the American Arbitration Association’s (“AAA”) National Roster of Commercial Arbitrators by mutual agreement of the Parties (or by the AAA if the Parties cannot agree). There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of these Terms as a court would. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.

The Federal Arbitration Act and federal arbitration law apply, and the AAA will administer the arbitration under its Commercial Arbitration Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

The arbitration shall be held in the State of California or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and us unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by applicable law. The arbitrator will also decide any questions relating to the interpretation, applicability, or enforceability of this arbitration clause, except where a party files a claim in court because it is an Exempt Claim (as defined below). If either party files an Exempt Claim, the court presiding over that claim will determine if the claim is an Exempt Claim under this Arbitration Clause. The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to this Section (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate this Section, any such termination shall not be effective until thirty (30) days after the version of these Terms containing this Section is posted to the websites and shall not be effective as to any claim that was filed in a proceeding against us prior to the effective date of termination.

CLASS ACTION WAIVER: YOU AND THE COMPANY AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

EXEMPT CLAIMS: You and the Company agree that the following two (2) types of claims are not required to be submitted to an arbitration subject to the following conditions: You or we are not required to arbitrate a claim brought on an individual basis in small-claims court. However, if (a) there is an appeal from small-claims court, or (b) a change in the claim that renders the small-claims court unable to resolve the claim, then the claim must be resolved in an arbitration under the terms of this arbitration provision.

You or we are not required to arbitrate a claim brought on an individual basis to enjoin infringement or other misuse of intellectual property rights. Such a claim may be brought in any court of competent jurisdiction. You and we agree that the infringement or other misuse of intellectual property rights could cause irreparable harm for which monetary damages are an inadequate remedy. The prevailing party in an action to enjoin infringement or other misuse of intellectual property rights is entitled to recover costs and fees (including reasonable attorneys’ fees) in pursuing that remedy.

OPT OUT: You may opt-out of this mandatory arbitration provision by writing us within sixty (60) calendar days of your agreement to this arbitration provision, either (a) via email at support@wattcarbon.com, or (b) by mail to WattCarbon, Attn: Legal Department, 2443 Fillmore St. #380-5731, San Francisco, CA 94115. Include your name, address, and date in the correspondence. This is the only way you can opt-out.

B. Claims and Disputes Must Be Filed Within One (1) Year

To the extent permitted by law, and without limiting the effect of any disclaimer contained herein, any cause of action or claim you may have with respect to your use of our Services, including, without limitation, any website or mobile application or other Services-related product, services, or other content must be commenced within one (1) year after the claim or cause of action arises. This Section applies to you and your heirs, successors, and assigns.

Section 21. Severability

To the extent that any provision of these Terms is deemed to be unlawful, void, or unenforceable, including the binding arbitration clause and class action waiver, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.

Section 22. Termination

These Terms are effective until terminated. We may terminate this agreement at any time without notice to you and may deny you access to our Services. You may terminate these Terms at any time by closing your account as described in Section 14.

Survival. Sections 8 (Intellectual Property and Your Data), 9 (GridSolver Outputs and Modeled Data), 10 (Energy Attribute Certificates), 11 (Artificial Intelligence Features), 12 (Prohibited Uses), 14 (Data Retention and Deletion), 17 (Warranty Disclaimer), 18 (Evaluation and Beta Services), 19 (Governing Law; Export Controls and Sanctions), 20 (Arbitration Clause and Class Action Waiver), 21 (Severability), 23 (Indemnification), and 24 (No Third-party Beneficiaries) survive any termination or expiration of these Terms.

Section 23. Indemnification

To the fullest extent permitted by law, and except to the extent arising from our gross negligence or intentional misconduct, you agree to indemnify, defend, and hold harmless us, and our employees, contractors, licensors, service providers, subcontractors, suppliers, and interns, from any claim or demand, including reasonable attorneys’ fees made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses. You shall not settle any actions or claims on our behalf without our prior written consent.

Section 24. No Third-party Beneficiaries

There are no third-party beneficiaries to these Terms. We shall have the right to assign our rights or delegate any of our responsibilities under these Terms to an affiliate or in connection with a merger, consolidation, or reorganization for the sale of substantially all our assets.

Section 25. Changes to These Terms

We reserve the right to change, modify, or amend these Terms at any time to reflect changes in our practices and service offerings. We will post the effective date of the current version at the top of these Terms and will maintain an archive of prior versions. If we modify our Terms, such changes will be effective upon posting. It is your obligation to check our current Terms for any changes. Your continued use of the Services after the effective date of a change constitutes acceptance of the modified Terms. These Terms may only be modified in writing. Any ambiguities in the interpretation will not be construed against the drafter.

Section 26. How to Contact Us

If you have any questions about these Terms, please contact us at the following:

Email: support@wattcarbon.com

Write us: WattCarbon Inc. 2443 Fillmore St. #380-5731 San Francisco, CA 94115