Terms of Use

Introduction

Cohen Ventures, Inc., DBA Energy Solutions, and its Client(s) (collectively the "Administrators", "We" or "Us") formed an agreement for the purpose of developing bceincentives.com (the "Project"). In connection with the Project, the Administrators have developed an online platform (the "Platform") to provide certain authorized and interested parties with access to various documents, tasks, deliverables, and other information regarding the Project, including information that has been provided or may in the future be provided by users of the Platform (collectively, the "Content"). Access to the Platform and to the Content is for informational purposes only. Users of the Platform may only access the Content that they are explicitly authorized to access, and any extraction, printing, or distributing, or attempting to extract, print, or distribute any of the Content other than for the purposes of the user's program participation is strictly prohibited.

Agreement

The Terms of Use (the "Terms") is a binding agreement between you ("your" or "you") and the Administrators relating to your access to the Platform, the Content, and the website bceincentives.com (the "Site") where the Platform is hosted. The Terms are a legal and binding contract between you and the Administrators. By accessing the Platform and the associated Content, you are acknowledging that you have read and understand the Terms and are agreeing to be bound by and abide by the Terms. PLEASE CAREFULLY READ THE TERMS. IF YOU DO NOT AGREE WITH THE TERMS IN THEIR ENTIRETY, DO NOT ACCESS THE PLATFORM OR ANY CONTENT CONTAINED THEREIN. YOU AGREE THAT BY ACCESSING AND USING THE PLATFORM AND/OR ACCESSING THE CONTENT, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

Changes to these Terms

The Administrators reserve the right, at any time and in their sole discretion, to modify, alter, or update the Terms without prior notice to you. It is your responsibility to review theTerms periodically for updates and changes as they will be binding upon you. The date that revisions were last made to the terms will be listed at the top of the page. You should revisit the Terms on a regular basis as revised versions will be binding on you and will be effective as of the date the Administrators post new Terms. If at any time you find the or any revised Terms unacceptable, you must immediately cease all use of the Platform. Your continued access to the Platform means that you agree to the new Terms, even if you have not reviewed the changes. You understand and agree that your continued access to the Platform after the effective date of modifications to the Terms indicates your acceptance of the modifications.

Registration and Account Information

You represent and warrant that all information you provide is complete and accurate information. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify the Administrators immediately of any unauthorized use of your account, user name, or password. You may be held liable for any losses incurred by the Administrators due to someone else's use of your account or password. The Administrators are not liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge.

Privacy Policy and Data Security

The Administrators may collect personally identifiable information from you during registration, account creation, and you accessing the Platform and the Content, such as your name, address, email address, phone number, username, password, employment/organization information, website URL, and other information that you voluntarily transmit with your communication to us. The Administrators respect your privacy and will not share your personally identifiable information without first providing you notice except as provided in this paragraph. We may use your personally identifiable information to: (i) verify your authority to access the Platform and your level of permitted access; (ii) track who is accessing and using the Index; (iii) contact you to provide notices; (iv) enforce the Terms; and (v) fulfill any other purpose for which you provide it. The Administrators reserve the right to disclose any personally identifiable or other information without notice to you as required by the California Public Utilities Commission in the exercise of its jurisdiction, by law, or when disclosure is necessary to protect the rights, safety or property of the Administrators, their members, managers, affiliates, partners, agents, representatives, or others.

The Site may track the total number of visitors to the Site, the number of visitors to each page of the Site, browser type, and IP addresses, browser type, Internet service provider (ISP), referring/exit pages, platform type, date/time stamp, and number of clicks, and other information provided by you and other users. We may use such information to administer the Site and track users' movement and track any prohibited use of the Platform, including any prohibited downloading, printing or copying of any of the Content other than for the purposes of the user's program participation.

We may use "cookies" to keep track of some types of information while you are visiting the Site or accessing the Platform and Content. Cookies are small text files placed on your computer, and they allow us to count the number of visitors to our website and distinguish repeat visitors from new visitors. They also allow us to save user preferences and track user trends. Cookies help you log in faster and enhance your navigation through the Site. If your browser is set to reject all cookies, the Site may not function properly. Users who refuse cookies assume all responsibility for any resulting loss of functionality. You acknowledge, consent, and agree that we may access, preserve, and disclose your registration information and any other information you provide if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary in our opinion.

Grant of License

Subject to the restrictions on use set forth below, you are hereby granted a limited, non-exclusive, non-assignable, non-transferable license (the "Limited License") to access the Platform and review the Content on the screen of your computer. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO RIGHT TO EXTRACT, PRINT, COPY, REPRODUCE, USE, MODIFY, OR DISPLAY EXCEPT ON YOUR COMPUTER FOR YOUR OWN INTERNAL PERSONAL USE, ANY OF THE CONTENT other than for the purposes of the user's program participation. Any violation of the Terms shall immediately and automatically terminate the Limited License granted herein without notice to you. Upon termination of this Limited License, you agree to immediately cease using the Platform. Except for the Limited License, you acknowledge that you have no right, title or interest in or to this Site, the Platform or any associated Content.

You acknowledge and agree that (1) the Content is provided "AS IS" without express or implied warranty of any type, nature or description; and (2) the Content does not reflect the views of the Administrators, their members, managers, affiliates, partners, agents, or representatives, and that the Administrators, their members, managers, affiliates, partners, agents, and representatives are not responsible for any views, ideas, positions, and the like contained in any Content.

Restrictions on Use

Confidentiality

All Content is the confidential and proprietary information of the Administrators, is intended only for persons granted access to the Platform and authorization to access the specific Content, and is to be used solely in connection with your specific involvement in the Project. By accessing the Platform and accepting the Terms, you agree to keep confidential all information you access in the Platform, including all of the Content, whether you are authorized to access the Content or not. You may not disclose any Content to any third party except with the prior written consent of The Administrators. You agree to protect and hold all such information confidential in a commercially reasonable manner. If you are required to disclose any such information pursuant to judicial order or other legal compulsion, you shall notify the Administrators upon becoming aware of such compelled disclosure to allow the Administrators to seek a protective order or equivalent. If at any time, intentionally or unintentionally, you access any of the Content without authorization, you are still bound by all the terms of this agreement, and you further agree to notify the Administrators immediately of the unauthorized access.

Our Proprietary Rights

The owner(s) of the Platform shall have and retain all right, title and interest in and to the Platform and the Content, including without limitation all rights in the patents, copyrights, and other intellectual property and proprietary rights in the Platform and the Content. Except for the license provided hereunder, you do not acquire any right, title or interest in or to the Platform or any of the Content therein. At no time shall you be deemed to have possession of, or a right of possession to, any of the Content.

Disclaimer of Warranties

You acknowledge and agree that the disclaimers and limits set forth in the Terms reflect the reasonable and fair allocation of risk between you and the Administrators and are an essential basis of this contract between you and the Administrators. Your use of the Platform and access to the Content is at your own risk.

NO PERSON OR ENTITY INCLUDING, WITHOUT LIMITATION, THE ADMINISTRATORS, THEIR MEMBERS, MANAGERS, AFFILIATES, PARTNERS, AGENTS, AND REPRESENTATIVES, MAKES ANY EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES OR GUARANTEES ABOUT THE QUALITY, ACCURACY, RELIABILITY, AVAILABILITY, COMPREHENSIVENESS, ADEQUACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE SITE, THE PLATFORM OR ANY CONTENT, OR THAT THE SITE, PLATFORM OR ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SITE OR PLATFORM WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE, PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, PLATFORM OR ANY INFORMATION OBTAINED THROUGH THE SITE OR PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE ADMINISTRATORS HAVE NO LIABILITY FOR ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE PLATFORM OR ANY CONTENT THEREIN, WHETHER PROVIDED BY THE ADMINISTRATORS, THEIR MEMBERS, MANAGERS, AFFILIATES, PARTNERS, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON OR ENTITY. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE ADMINISTRATORS, FOR THEMSELVES AND THEIR MEMBERS, MANAGERS, AFFILIATES, PARTNERS, AGENTS AND REPRESENTATIVES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ADMINISTRATORS OR THEIR MEMBERS, MANAGERS, AFFILIATES, PARTNERS, AGENTS, REPRESENTATIVES, OR ANY OTHER CONTRIBUTOR TO THE PLATFORM BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH (A) THETERMS; (B) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF REGISTRATION INFORMATION PROVIDED ON THE SITE OR PLATFORM, INCLUDING ANY PERSONAL INFORMATION; (C) THE USE OR MISUSE OF THE PLATFORM BY ANY PERSON OR ENTITY; (D) ANY OF THE CONTENT; OR (E) OTHERWISE; WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE ADMINISTRATORS OR ANY OF THEIR MEMBERS, MANAGERS, AFFILIATES, PARTNERS, AGENTS, REPRESENTATIVES, OR ANY OTHER CONTRIBUTOR TO THE PLATFORM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. "DAMAGES" INCLUDES, BUT IS NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, PUNITIVE, RELIANCE, EXEMPLARY AND/OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. YOUR RIGHT TO ACCESS AND USE THE SITE AND/OR PLATFORM IS CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS, INCLUDING BUT NOT LIMITED TO ITS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. YOU AGREE THAT YOUR EXCLUSIVE REMEDY SHALL BE TO IMMEDIATELY STOP USING THE PLATFORM AND THE SITE. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THE TERMS OF USE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, THE AGGREGATE LIABILITY OF THE ADMINISTRATORS OR ANY OF THEIR MEMBERS, MANAGERS, AFFILIATES, PARTNERS, AGENTS, REPRESENTATIVES, OR ANY OTHER CONTRIBUTOR TO THE PLATFORM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Indemnity

You agree to defend, indemnify, and hold harmless the Administrators and their members, managers, affiliates, partners, agents, representatives, and any contributors to the Site and/or Platform and their respective officers, directors, employees, consultants, agents, and representatives, (collectively, the "Indemnified Parties"), from any and all claims, liability, damages, losses, expenses, and/or costs (including reasonable attorneys' fees) (collectively, "Claims") suffered by any of the Indemnified Parties arising from or relating to (i) your access or use of the Site or Platform, (ii) your violation of the Terms, or (iii) your violation of any applicable law or regulation, including violation of federal and state antitrust statutes, rules or regulations.

Governing Law

The Terms and your use of the Index shall be construed in accordance with and governed by the laws of the United States and the State of California, without regard to their rules regarding conflicts of law. You irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Oakland, California, USA for all disputes arising out of or related to the use of the Site, Platform, the Content, or the Terms, and you hereby submit to the personal jurisdiction of such courts.

Miscellaneous

The Terms constitute the entire agreement between the Administrators and you regarding your access and use of the Platform, and supersedes any prior agreements between you and the Administrators concerning these matters. If any of the Terms are found to be inconsistent with applicable law, void, or unenforceable for any reason, the remaining portions (and any partially- enforceable provisions) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. The Administrators' failure to enforce any of the Terms will not be deemed a waiver of such term or any other terms herein or consent to any subsequent breach of the same or another term. You may not assign or transfer your rights and obligations under the Terms without the prior written consent of the Administrators. The Administrators may assign or transfer its rights and obligations under the Terms at any time and without notifying you. Any of the Terms that are, by their nature, intended to survive termination shall survive termination. Section titles are for convenience only and have no legal effect. The Indemnified Parties are third-party beneficiaries to the Terms.

Accuracy of Information

The Content may include information and data from a variety of publically accessible and other sources including, but not limited to, utility web sites, public-agency web sites (such as the Dept. of Energy and the EPA), and state regulatory agencies. This information includes but is not limited to rebate amounts, rebate program start and end dates, and rebate program eligibility criteria. We do not make any representation regarding the accuracy of such information.

You acknowledge and agree that the Administrators are not responsible or liable for the availability or accuracy of any of the information obtained from other sources presented.

Contact

If you have any questions concerning these Terms or the Platform, please contact Energy Solutions, Attention: Luther Kopf, lkopf@energy-solution.com, 449 15th St. Suite 400, Oakland CA 94612.

Significant Releases

We notify you of significant releases below. Significant releases are those that might have an impact on any attributes associated with the Security, Confidentiality or Availability of bceincentives.com.