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 User Portal, mobile or tablet application, or any other feature or Ampion platform (collectively referred to as the "User Portal"), 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 User Portal. In these Terms, "we," "us," "our," and "Ampion" refer to Ampion PBC, and "you" and "your" refer to you, the user of the User Portal.

We may modify these Terms for any reason, at any time, by posting a new version on the User Portal. These changes do not affect rights and obligations that arose prior to such changes. Your continued use of the User Portal 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 User Portal in any way, your only recourse is to immediately terminate the use of the User Portal.

Subscription and Services

The Ampion User Portal serves as a gateway to energy incentive programs and related services. Please note that Ampion does not provide, own, or control any of the Distributed Energy Resources (DERs).

By using this portal to participate in programs with Ampion, you acknowledge and agree that Ampion will make efforts to provide you access to available DER owners within our system. The actual availability and access to DER capacity may be subject to various factors, including your geographical location, the capacity of available DER systems, and regulatory requirements pertaining to both the specific DER and the meter classification of the offtaker.

Ampion does not guarantee or warrant the availability of DER capacity for all users. The process of accessing DERs will be subject to the terms and conditions outlined in the respective Community Solar projects or agreements.

Your Responsibilities

You will be responsible for all use of the User Portal 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 agree not to engage in any improper use of the User Portal, including but not limited to providing false information, impersonating any person or entity, attempting unauthorized access, or violating any applicable laws or regulations.

The permissions you receive under this Contract are bound by the following limitations: (a) you are prohibited from licensing, selling, or otherwise using the Services or Website for commercial resale purposes; (b) you may not alter, translate, adapt, or engage in reverse engineering of any element of Ampion’s Services or web assets, as such actions are explicitly forbidden by law; (c) you are not allowed to use any manual or automatic methods, such as spiders, bots or other data-mining tools, to collect data from our web assets (d) unless explicitly mentioned in this Contract, you may not copy, distribute, or display any part of the Services or Website.

Your Data

Ampion will use your personal data only as long as necessary to enroll, manage, bill and collect payment for your participation in the energy incentive programs and related services, or as required to comply with legal or regulatory obligations, including under tax and securities laws, or as needed to identify, preempt, and recover from any security events or incidents. If you wish for Ampion to remove your personal data, you may request this in writing by contacting security@ampion.net. Removal of payment tokens can only be completed after all subscriptions have been deallocated and all balances have been paid in full. Ampion will need to retain records of payments or non-payments and certain other information for operational, legal and tax purposes.

Intellectual Property

We, along with our corporate affiliates, own all of the text, images, software, trademarks, service marks, and other materials contained on the User Portal. You will not copy or transmit any of this material without proper authorization.

Your Feedback

We encourage you to share your comments and questions with us. Any and all rights to materials submitted to us become the exclusive property of Ampion.

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

Force Majeure

If Ampion’s User Portal 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, managing and paying for subscriptions to Ampion’s partners’ DERs, and is between the user and Ampion.

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.