Introduction

Please read these terms and conditions of use carefully before accessing, using, or obtaining any materials, information, products, or services. By accessing the Ampion Agent Site, mobile or tablet application, or any other feature or Ampion platform (collectively referred to as the "Agent Site"), you agree to be bound by these terms and conditions ("Terms") and our Privacy Policy. If you do not accept all of these Terms, then you may not use the Agent Site. In these Terms, "we," "us," "our," and "Ampion" refer to Ampion PBC, and "you" and "your" refer to you, the user of the Agent Site.

We may modify these Terms for any reason, at any time, by posting a new version on the Agent Site. These changes do not affect rights and obligations that arose prior to such changes. Your continued use of the Agent Site following the posting of modified Terms will be subject to the Terms in effect at the time of your use. Please review these Terms periodically for changes. If you object to any provision of these Terms or any subsequent modifications to these Terms or become dissatisfied with the Agent Site in any way, your only recourse is to immediately terminate the use of the Agent Site.

Subscriber Enrollment Through Ampion

The Ampion Agent Site serves as an energy incentive-program enrollment engine. Please note that Ampion does not provide, own, or control any of the Distributed Energy Resources (DERs).

By using this site to initiate customer enrollments with Ampion, you acknowledge and agree that Ampion will make efforts to match your enrolled subscribers with available DER owners within our system. Ampion will then assign your subscribers to identified DER owners to facilitate the sharing of solar energy credits or other benefits derived from the allocated DER capacity.

It is important to note that while Ampion will strive to facilitate the matching and assignment of subscribers with available DER owners, the actual availability and assignment of DER capacity may be subject to various factors, including the geographical location of the subscriber, the capacity of the available DER systems, and regulatory requirements.

Ampion does not guarantee or warrant the availability of DER capacity for all enrolled subscribers. The matching process and assignment of subscribers to DER owners will be subject to the terms and conditions outlined in the respective Community Solar projects or agreements.

By utilizing this site for customer enrollment, you understand that the process of matching and assignment is a dynamic and evolving procedure, and Ampion reserves the right to modify or update the matching mechanism and assignment process at its discretion.

Your use of this site to initiate enrollments signifies your consent to Ampion's efforts to match your enrolled subscribers with available DER owners and their subsequent assignment.

Ampion Sales Agent Code of Conduct

Ampion is committed to consumer protection and ethical sales practices. It is essential that you adhere to the Ampion Sales Agent Code of Conduct which is designed to safeguard the security of sensitive enrollment data, maintain the integrity of our platform, and ensure transparent and ethical conduct throughout the enrollment process. Your dedication to these guidelines will contribute to fostering a trustworthy environment for our subscribers and the success of your business.

Intended Use

You will be responsible for all use of the Agent Site under your unique username.

You will not share your username and password with anyone, and you will not allow anyone other than yourself to access your credentials.

You will use the Agent Site to enroll subscribers into Ampion’s platform.

You agree not to:

• Use the site for purposes other than facilitating the enrollment process.
• Provide false or deceptive information.
• Save secure enrollment data, such as payment credentials, on your local device.
• Solicit personal information from anyone for any purpose other than enrolling in Ampion's platform.
• Impersonate any person or entity or misrepresent your affiliation with a person or entity.
• Attempt to access or use any part of the platform or secure enrollment data that exceeds your authorized permissions.
• Circumvent, disable, or otherwise interfere with security-related features of the Agent Site or features that prevent or restrict the use, copying, or enforcement of limitations on Agent Site content.
• Knowingly or unknowingly violate or encourage others to violate any applicable law, statute, ordinance, or regulation.

You will not engage in:

• Accessing the site through any manual or automated process, except for personal use or inclusion of Ampion pages in a search index.
• Using any automated system or software to extract data from the Agent Site ("screen scraping") for commercial or non-commercial purposes is strictly prohibited.
• Violating the restrictions stated in any robot exclusion headers on the Agent Site or bypassing or circumventing measures employed to prevent or limit access to the Agent Site.
• Deep-linking to any portion of the Agent Site for any purpose.
• Remove or alter any copyright or proprietary notices on or in connection with any content on the website.
• Using any device, software, or routine that interferes with or attempts to interfere with the normal operation of the Agent Site, or taking any action that unreasonably burdens our computer or network equipment.
• Reproducing, duplicating, copying, selling, trading, reselling, or exploiting the Agent Site.
• Using any feature of the Agent Site for unlawful, harmful, objectionable, or inappropriate purposes, as determined by us.

Furthermore, you expressly agree not to post, upload, transmit, distribute, store, create, or otherwise publish any content on the Agent Site that:

• Is unlawful, harmful, inappropriate, false, misleading, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, promotes harassment of a third party, threatening, invades privacy or publicity rights, abusive, inflammatory, offensive to the online community (such as promoting racism, bigotry, hatred, or physical harm against any group or individual), fraudulent, or otherwise objectionable.
• Would constitute, promote, encourage, provide instructions for, or enable conduct of an illegal activity, criminal offense, give rise to civil liability, violate the rights of any third party in any country, or create liability or violate any local, state, national, or international law. For instance, providing instructions or guides about attending or participating in illegal activities such as human trafficking or creating computer viruses.
• May infringe on any patent, trademark, trade secret, copyright, proprietary right, or any other intellectual property right of any party.
• Constitutes mass mailings, "spamming," junk mail, pyramid schemes, or chain letters.
• Contains private information of any third party, including but not limited to Social Security numbers, passwords, credit card numbers, and any other sensitive information.
• Contains restricted or hidden content.
• Includes or facilitates viruses, corrupt data, or other harmful, destructive, or disruptive files.

Please report any signs of abuse or security compromise to security@ampion.net. We may, at our sole discretion, suspend, terminate, or restrict your access to any or all components of the Agent Site without advance notice or liability.

Intellectual Property

We, along with our corporate affiliates, own all of the text, images, software, trademarks, service marks, and other materials contained on the Agent Site, excluding User Content. You will not copy or transmit any of this material. Please ensure that all copyright, trademark, and other proprietary rights notices presented on the Agent Site appear on all copies you print. The non-Ampion product, service, or company designations mentioned on the Agent Site are the property of their respective third parties and are included for identification purposes only. For more information about these designations and their registration status, please contact the appropriate third party. Your use of and access to the Agent Site do not grant you any license or right to use any of the marks included on the Agent Site.

Your Feedback

We encourage you to share your comments and questions with us, although we may not be able to respond to all of them. Please note that we assume no responsibility for reviewing unsolicited ideas for our business, such as product or advertising ideas. We will not be liable for any similarities between those ideas and materials that may appear in future Ampion products or services. Furthermore, please refrain from revealing trade secrets or other confidential information in your messages. Any and all rights to materials submitted to us become the exclusive property of Ampion. By submitting Feedback, you are granting us an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the right to freely sublicense) to use, copy, modify, publicly perform, publicly display, reformat, translate, syndicate, republish, excerpt (in whole or in part), and distribute the Feedback we receive from you for any purpose, which may include business, commercial, marketing, advertising, or otherwise.

FORCE MAJEURE, LIMITATIONS OF LIABILITY, INDEMNIFICATION & DISPUTE RESOLUTION.

Force Majeure

If Ampion’s Agent Site is unavailable, either in whole or in part, due to Force Majeure, Ampion shall be excused from performing the affected services during the continuation of such inability. Force Majeure refers to any event, condition, or circumstance beyond the reasonable control of Ampion, including but not limited to acts of God, war (declared or undeclared), sabotage, cyberattack, riot, insurrection, civil unrest, military or guerrilla action, terrorism, economic sanction or embargo, civil strike, work stoppage, slow-down, or lock-out, explosion, fire, earthquake, volcanic activity, abnormal weather conditions or actions of the elements, hurricane, flood, lightning, wind, drought, the binding order of any governmental authority, the failure to act on the part of any governmental authority, unavailability of power from the utility grid, power or voltage surge including a grid supply voltage outside of the standard range specified by the Utility, or failure of equipment not utilized by or under the control of Ampion. Ampion will promptly notify the User of the particulars of the occurrence and the expected duration of the delay, and make reasonable efforts to rectify the cause(s) preventing the fulfillment of its obligations.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT IN THE CASE OF FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BODILY INJURY, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, DAMAGES, OR CONSEQUENTIAL WHETHER ARISING IN CONTRACT, TORT, UNDER STATUTE, OR IN EQUITY, AND EACH PARTY HEREBY WAIVES ITS RIGHTS TO ANY SUCH DAMAGES.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO INDEMNIFY, PROTECT DEFEND, AND HOLD HARMLESS THE OTHER PARTY AND ITS SUCCESSORS AND ASSIGNS, AND ITS EMPLOYEES, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, AND AGENTS (IF ANY), FROM ANY AND ALL DAMAGES, LOSSES, CLAIMS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OR ANY LIABILITY RESULTING FROM ANY ACTION OR SUIT BY ANY THIRD PARTY, OF ANY KIND RESULTING FROM THE OTHER PARTY’S FAILURE TO COMPLY WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT.

No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMPION MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES OR ANY OBLIGATION OF AMPION HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMPION DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

Waiver

Any delay or failure of a Party to enforce any of the provisions of this Agreement, or to require performance by the other Party of any of the provisions of this Agreement, shall not be construed to be a waiver of such provisions or a Party’s right to enforce that provision.

Waiver of Jury Trial; No Class Action. EACH OF THE PARTIES, BY ENTERING INTO THIS AGREEMENT, HEREBY WAIVES THE RIGHT TO A JURY TRIAL. IN ADDITION, EACH PARTY AGREES THAT IT MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

MISCELLANEOUS

Notices

All notices and other formal communications which any Party may give to another under or in connection with this Agreement shall be in writing, and shall be deemed delivered upon receipt thereof.

This Agreement

This Agreement applies to the user’s use of Ampion websites for the purposes of enrolling subscribers to Ampion’s platform, and is between the user and Ampion, independent of any agreement with user’s employer who may be a Channel Partner and who will sign a Channel Partner agreement, an Information Security Agreement and other market and project-specific agreements.

Binding Effect

This Agreement is binding upon the Parties and their successors and permitted assigns.

Severability

If any portion of this Agreement is determined to be invalid or unenforceable in any respect under applicable law, the remainder of this Agreement shall not be affected thereby, and each term, covenant, or condition of the Agreement will be valid and enforceable to the fullest extent permitted by applicable law, unless such invalidity or unenforceability frustrates or negates an essential purpose of this Agreement.

No Presumption Against Drafting Party

In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties. No presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.