Terms of Use

Last Updated: October 17, 2023

By accessing or using any of PureSky Community Solar Inc.’s or any of its affiliates (collectively, “the Company”, “we”, “our” or “us”) websites or mobile apps, social media accounts, or our other online or interactive portals or services, operated by the Company from time to time (the “Services”) you, using our Services (each “you”), agree to comply with and be bound by these Terms of Use (“Terms of Use”). Please read these Terms of Use carefully as well as the Company Privacy Statement. If you do not agree to the Terms of Use and the Privacy Statement, you must immediately terminate use of the Services.

LICENSE GRANT

You are granted a personal, revocable, limited, non-exclusive, non-transferable right to access and use the Services conditioned on your continued acceptance of, and compliance with, these Terms of Use. You may use the Services and the Company Content (as defined below) for your individual use, and for no other purpose. The Company reserves the right to bar, restrict or suspend any user’s access to the Services, and/or to terminate these rights at any time for any reason. The Company reserves any rights not explicitly granted in these Terms of Use.

1. LICENSE RESTRICTIONS

Unless otherwise expressly stated in these Terms of Use or you receive the Company’s prior written consent, you may not modify, translate, create derivative works of, copy, distribute, market, display, remove or alter any proprietary notices or labels from, lease, sell, sublicense, clone, transfer, decompile, reverse engineer, or incorporate into any information retrieval system (electronic or mechanical), the Services, any the Company Content, or any portion thereof. Further, you may not (i) use the Services for any unauthorized or illegal purpose or activity including, but not limited to, any activity to obtain or attempt to obtain unauthorized access to the Services, including the Company Content; (ii) interfere with the proper working of the Services including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, denial of service attack or other limiting routine, instruction or design; or (iii) interfere with any other person’s use and enjoyment of the Services.

2.YOUR ACCEPTANCE; REVISIONS TO TERMS OF USE

The Services are available only to individuals who can enter into legally binding contracts under applicable law. These Terms of Use constitute a legally binding agreement between you and the Company regarding your use and access to the Services. By using the Services you agree to the Terms of Use.

The Company reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to the Services. Your use of the Services signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use. You will be responsible for regularly reviewing the Terms of Use posted to the Services. No revision to these Terms of Use, including to the Arbitration provision set forth in Section 22, shall apply to a controversy or claim of which you had actual notice on or before the date of any such revision.

3. COMPANY POLICIES

The Company may have additional terms and conditions applicable to certain portions of the Services (collectively “Additional Terms and Conditions”) which are incorporated herein by reference. For instance, the Terms of Use for Services which allow users to post comments and participate in discussion boards will apply to users of those services in addition to these Terms of Use. To the extent that there is a conflict between these Terms of Use and any Additional Terms and Conditions for the activity in which you choose to participate, the Additional Terms and Conditions shall govern.

4. CLICK-THROUGH AGREEMENTS

Before using certain areas of the Services you may be asked to indicate your acceptance of additional special terms and conditions by clicking a button marked “I Accept” “I Agree” “Okay” “I Consent”, or by using a third party application such as DocuSign, or other words or actions that similarly acknowledge your consent or acceptance of a Click-Through Agreement. To the extent there is a conflict between these Terms of Use and any Click-Through Agreement for the activity in which you choose to participate, the Click-Through Agreement will govern.

5. PERSONAL LOGIN INFORMATION

Certain features and areas of the Services are available only with registration, login and/or a registration. If you are required to register and select a unique login and password (“Personal Login Information”), you must keep your Personal Login Information confidential, including taking appropriate measures to maintain the confidentiality, such as logging off and closing the Internet browser, especially when you are connected to the Internet through an unsecured network or when using a public computer. Your Personal Login Information is personal to you and you may not allow any third party to use it under any circumstances. The Company is not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your Personal Login Information. You must contact the Company immediately if you become aware of or believe there is or may have been any unauthorized use of your Personal Login Information, or otherwise wish to deactivate your Personal Login Information due to security concerns.

6. PRIVACY STATEMENT

For information about the Company’s data protection practices and the Company’s use and protection of your personal information, please read the Company’s Privacy Statement which is incorporated into and made a part of these Terms of Use.

7. USER OBLIGATIONS

You warrant that you will abide by, without limitation, all applicable local, state, national and international laws, and regulations with respect to your use of the Services and not interfere with the use and enjoyment of the Services by other users or with the Company’s operation and management of the Services. You will, at all times, provide true, accurate, current, authorized, and complete information when submitting information or materials on the Services. If any false, inaccurate, untrue, unauthorized, or incomplete information is submitted by you, the Company reserves the right to terminate your access and use of the Services. You warrant that you will not impersonate any other person or entity, whether actual or fictitious, when using the Services, or defame or otherwise harm any party through your use of the Services.

In addition you also agree that you will not use our Services to:

(a) upload, download, post, email, transmit or otherwise make available any content, including through any attachments thereto, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

(b) upload, download, post, email, transmit or otherwise make available any content, including through any attachments thereto, that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(c) upload, download, post, email, transmit or otherwise make available any content, including through any attachments thereto, that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;

(d) upload, download, post, email, transmit or otherwise make available, including through any attachments thereto, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(e) upload, download, post, email, transmit or otherwise make available, including through any attachments thereto, any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; and

(f) intentionally or unintentionally violate any applicable local, state, national or international law and any regulations or ordinances having the force of law.

You recognize that access to the Services’ services is at the sole discretion of the Company. The Company retains the right to block, remove, edit, or reject postings or suspend access as we deem appropriate. Posts or other material which is deemed inappropriate by the site administrators or appropriate team managers may be deleted upon discovery. Users who violate the Terms of Use or may lose their accounts permanently.

8. PROPRIETARY RIGHTS

The content of the Services includes, without limitation, (i) the Company’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “the Company Marks”); (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork, (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Services, and (iv) the Company destination content recommendations and information (the items identified in subsections (i) (ii), (iii) and (iv) shall be collectively referred to herein as “the Company Content”). The Company Content is the property of the Company, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties, and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation, or dissemination of any the Company Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the or the owner of such content if the Company is not the owner. Any use of the Company Marks without the Company’s express written consent is strictly prohibited. You may not alter, delete, obscure, or conceal any copyright or other notices appearing in the Company Content, including any such notices appearing on any the Company Content you are permitted to download, transmit, display, print, or reproduce from the Services.

9. RESPONSIBILITY FOR USE OF THE INTERNET AND WEBSITES AND EXCLUSION OF LIABILITY

Use of the Internet and the Services is solely at your risk and is subject to, without limitation, all applicable local, state, national and international laws, and regulations. Unless expressly required by law, the Company does not guarantee the confidentiality or security of any communication or other material transmitted to or from the Services over the Internet or other communication network. The Company shall not be obligated to correct or update the Services or the Company Content and shall not be liable for omissions, typographical errors, or out-of-date information which may appear on the Services.

10. THIRD PARTY INFORMATION

The Services may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers or other information made available by third parties such as content providers and other users of the Services are those of the respective third party and not of the Company or its affiliates. The Company makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third party materials, information, services, or products.

11. NOTICE FOR CLAIMS OF INTELLECTUAL PROPERTY OR COPYRIGHT INFRINGEMENT; AGENT FOR NOTICE OF INFRINGEMENT

The Company respects the intellectual property of others, and, particularly as to user-generated content in comments, discussion boards, or other user-contributed content, as applicable, we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Company the following information via email to: communitysolar@pureskyenergy.com

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

12. ADVERTISERS

The Services may contain advertisements. The inclusion of advertisements on the Services does not imply endorsement of the advertised products or services. The Company shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on the Services. Further, the Company shall not be responsible or liable for the statements or conduct of any third party advertisers appearing on the Services. You shall be solely responsible for any correspondence or transactions you have with any third party advertisers.

13. LINKS TO THIRD PARTY WEBSITES

The Services may provide links (including any link through an on-line banner advertisement) to other sites on the Internet for your convenience. These other sites are maintained by third parties over whom the Company exercises no control. The appearance of any such third party links is not intended to endorse any particular company or product. If you decide to access any of the third party sites linked to the Services, you do so entirely at your own risk.

14. LINKS TO WEBSITES, CONTENT, SHARING OF CONTENT

Links posted by third parties to the Services and/or the Company Content may not use the Company trademark or logo and shall not suggest that the Company promotes or otherwise endorses any third party products, business relationships, services, causes, campaigns, websites, content, or information. Any links to any portion of the Services shall be the responsibility of the linking party. The Company reserves the right to require any linking party to disable or remove any link that violates the Company’s policies, rights, or causes interruption or deterioration of the Company Content.

15. SHARING OF CONTENT

You may download or share the Company Content and other downloadable items displayed on the Services for personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any the Company Content for other than personal use is expressly prohibited without prior written permission from the Company or the copyright holder identified in the copyright notice contained in the Company Content. The Company reserves the right to require any party sharing the Company content to disable or remove the content should its use violate the Company’s policies, rights, or causes interruption or deterioration of the Company Content.

16. DISCLAIMER OF WARRANTIES

ACCESS TO THE SERVICES AND THE COMPANY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, MEMBERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, CONTRACTORS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY “THE COMPANY PARTIES”) PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE SITES OR THE COMPANY CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE, RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS; OR (iv) THE COMPANY CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE SITES. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

17. EXCLUSION OF AND LIMITATION OF LIABILITY

THE COMPANY SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING (i) OUT OF THE USE OF OR INABILITY TO USE THE SITES AND/OR ANY THE COMPANY CONTENT; (ii) FROM ANY INTERRUPTION IN THE AVAILABILITY OF THE SERVICES AND/OR THE COMPANY CONTENT; (iii) FROM ANY LOSS OF DATA AND/OR FROM ANY EQUIPMENT FAILURE; (iv) OUT OF THE PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY PROBLEMS WITH THE CONTENT AND/OR SERVICES PURCHASED OR OBTAINED FROM THE SERVICES, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (v) FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) FROM STATEMENTS OR CONDUCT OF ANY THIRD PARTY REGARDING THE SERVICES; (vii) FROM ANY DELAY OR FAILURE OF THE SERVICES ARISING OUT OF CAUSES BEYOND THE COMPANY’S CONTROL; (viii) OUT OF THE USE OF, REFERENCE TO, OR RELIANCE ON, THE COMPANY CONTENT; (ix) OUT OF ANY THIRD PARTY MATERIALS, INFORMATION, AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE SITES (x) OUT OF ANY CONTENT, MATERIALS, ACCURACY OF INFORMATION, AND/OR QUALITY OF THE SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES AND APPS; OR (xi) OUT OF ANY OTHER MATTER RELATING TO THE SITES OR THE COMPANY CONTENT.

IN THE EVENT YOU ARE DISSATISFIED WITH, OR DISPUTE, THESE TERMS OF USE, THE SERVICES AND/OR THE COMPANY CONTENT, YOUR SOLE RIGHT AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE SITES, EVEN IF THAT RIGHT OR REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE. YOU CONFIRM THAT THE COMPANY HAS NO OTHER OBLIGATION, LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PARTY.

18. EXCLUSIONS PERMITTED BY LAW

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 17 AND 18 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND THE COMPANY‘S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19. INDEMNIFICATION

To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless the Company from and against all claims arising from or in any way related to your use of the Services and/or the Company Content, a violation by you of these Terms of Use, or any other actions connected with your use of the Services and/or the Company Content, including any liability or expense, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees. The Company will provide prompt written notice of any such claims, but failure to provide such notice will not release you from any of your obligations pursuant to this Section except to the extent that you are actually prejudiced by such failure, and will not relieve you from any other liability that you may have to the Company Parties other than under this Section.

20. TERM AND TERMINATION

These Terms of Use will take effect at the time you begin using the Services. The Company reserves the right, with or without notice, at any time and for any reason to deny you access to the Services or to any portion thereof, and to terminate these Terms of Use. These Terms of Use will terminate automatically if you fail to comply with the terms set forth herein. You may terminate these Terms of Use at any time by ceasing to use the Services, but all applicable provisions of these Terms of Use will survive such termination. Upon termination, you must destroy all copies of any portion of the Services, including any the Company Content, in your possession.

21. ARBITRATION; VENUE.

Any controversy or claim (“Claim”) you have arising out of or relating to these Terms of Use shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in New York, New York. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the State of New York or the United States District Court for the Southern District of New York shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms of Use. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OF USE. The Company reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to these Terms of Use.

Neither party consents or agrees to any arbitration on a class or representative basis, and the arbitrator shall have no authority to proceed with arbitration on a class or representative basis. No arbitration will be consolidated with any other arbitration proceeding without the consent of all parties. Any claim or controversy as to the enforceability of this arbitration provision’s restriction on your right to participate in or pursue a class action or class wide arbitration shall be brought only in the United States District Court for the Southern District of New York or any State of court located in New York, New York.

22. GOVERNING LAW

These Terms of Use and all matters regarding your use of the Services shall be governed by, construed in accordance with, and enforced under the laws of the State of New York without regard to choice of law principles. Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods applies and their applicability is expressly excluded. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal, investigative, or regulatory proceedings.

23. WAIVER AND SEVERABILITY

The failure of to exercise or enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.

24. COMPLETE AGREEMENT

These Terms of Use, together with any revision, any Additional Terms or Conditions incorporated by reference, and any Click-through Agreement, constitutes the entire agreement between you and the Company relating to the Services and its use by you, and supersedes any previous written or oral communication regarding use of the Services.

25. CONTACT INFORMATION

If you have any questions or concerns regarding these Terms of Use or the Services, please visit our “Contact” page.

26. STATUTE OF LIMITATIONS

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

27. USE OF WEBSITES AND CONTENT OUTSIDE OF THE UNITED STATES

The Company makes no claims regarding access or use of the Services or the Company Content outside of the United States. If you use or access the Services or the Company Content outside of the United States, you do so at your own risk and are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use.

28. USE OF SOCIAL MEDIA

The Company provides opportunities for user interaction within its Services and social media profiles on sites such as Facebook, Twitter, LinkedIn, and various blogging sites. On those social media profiles, content and links to other Internet sites should not be construed as an endorsement of the organizations, entities, views, or content contained therein. The Company is not responsible for content or links posted by others.

29. USER GENERATED CONTENT

We welcome your views, comments and other communications, pictures, trackback URLs, or videos on our Services which may include discussion boards, blogs and other services that allow users to provide feedback, comment, or content (“User Content”). By contributing User Content to any of the Services or social media profiles, users understand and acknowledge that this information is available to the public and grant the Company a nonexclusive license to display, reproduce, transmit, modify such User Content and that the Company may use the User Content for internal and external marketing purposes. You are solely responsible for the User Content you submit. If you believe any User Content infringes on your proprietary rights, contact the Company at communitysolar@pureskyenergy.com.

The Company does not approve, endorse, or adopt any User Content, and the Company assumes no liability for any User Content submitted by you or others. You agree to indemnify the Company against all claims and liabilities resulting from User Content. Users who do not wish to have information they have made available via the Services used, published, copied and/or reprinted, should not post on the social media profiles. Please note that other participants may use posted information beyond the control of the Company. All User Content is read at your own risk, and the Company recommends that you not rely on the information or advice in any of these postings.

The Company retains the right to remove any content for any reason, including but not limited to, content that it deems threatening, demeaning, profane, obscene, a violation of intellectual property rights or privacy laws, off-topic, commercial or promotion of organizations or programs, or otherwise injurious or illegal. The Company also retains the right to ban or block a user from posting on the Company social media profiles without notice for a pattern of inappropriate postings or as it deems necessary. All User Content must comply with these Terms of Use.

You acknowledge, consent and agree that the Company may access, preserve and disclose your account information and the User Content you have posted to the Services if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in the sole opinion of the Company to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of the Company, its users and the public.

30. OTHER TERMS OF USE/SERVICES

On sites not operated by the Company, you are also subject to the Terms of Service (TOS) of that host site. Information (comments, photos, videos, etc.) you share with or post to the Company social media profiles is also subject to the TOS of the host site and may be used by the owners of the host site for their own purposes under the host site’s TOS. For more information, consult the host website’s TOS.

31. UPDATES AND AMENDMENTS

These Terms of Use are subject to amendment or modification at any time.