Terms of Use Agreement for SCF Suite℠
Last revised on December 31, 2018
These Terms of Use (this “Agreement”) are for users of the SCF Suite℠ which includes a cloud computing application and database with online web interface, encryption, storage, transmission, access, messaging, content hosting, customizable project financial modeling, customizable rating tools, fund/portfolio management tools and other support functions, including some components executed wholly or partially offline by the provider’s personnel, such as integrator/project rating and investor/project sorting, screening, aggregation and matching (collectively, the “Suite”). The Suite was developed and is owned and operated by Sustainable Capital Finance Inc. (“SCF”, “we” or “us”). Our Privacy Policy is incorporated by reference into this Agreement.
THIS AGREEMENT IS AN ELECTRONIC CONTRACT THAT SETS FORTH THE LEGALLY BINDING TERMS FOR USE OF THE SUITE. BY CHECKING THE BOX LABELED “I HAVE READ AND AGREE TO THE TERMS OF USE” AND CLICKING THE SUBMIT BUTTON, YOU ARE ACCEPTING THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE SUITE IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCEPT MEMBERSHIP OR OTHERWISE ACCESS OR USE THE SUITE.
The Suite: How it Works – How it is Used
The asset class eligible to be considered for inclusion in the Suite is defined as commercial, non-profit and municipal scale solar PV generation projects and aggregated project portfolios located in the United States of America (“Projects” and “Portfolios”). Developers and installers who have been notified by email that SCF has reviewed their registration and is extending an offer of membership, and who thereafter affirmatively accept membership (“Integrator Members”), attain membership status and may submit Projects or Portfolios into the Suite to seek financing. Integrator Members will be responsible for entering general project information, project economics and off-taker financials, and uploading supporting project documents.
After an Integrator Member submits a Project, SCF’s own project analyst assigned to the Project will review it (together with any SCF administrative users, each a “SCF User”). Once the project analysis is completed, the SCF User will generate an investment summary, which contains SCF’s independent opinion of the Project. The data allows SCF to analyze a Project, assign it a rating based on qualitative financial values, determine whether to position it for financing as a stand-alone Project or aggregate it with other Projects as part of a Portfolio, and select a prospective financing partner within the Suite membership.
Solar project investors who have been notified by email that SCF has reviewed their registration and is extending an offer of membership, and who thereafter affirmatively accept membership (“Investor Members”), attain membership status and may submit their investment criteria, including whether they are seeking to invest in Projects, Portfolios or both. Investor Members are contacted by SCF when, based on the information provided by an Integrator Member, a Project or Portfolio, as applicable, meets that Investor Member’s threshold investment criteria as most recently entered or updated at the Suite, and SCF has selected the Investor Member to review the investment opportunity. Each Investor Member’s access to project data is limited to the Projects that have been shared with them by the SCF User.
SCF will search, sort and use all data available to it through the Suite, its own investment summary of the Project or Portfolio, what knowledge it has of the capabilities, standard finance transaction documents, current and expected deal flow, stated minimum Portfolio size (in dollars), track record with the Suite and other factors SCF deems important to screen and select a prospective financing party for a project that, in SCF’s business judgment, is the best match to such project with a reasonable chance to reach a financial closing within a mutually acceptable time frame (the “Selection Function”). If an Integrator Member or Investor Member (each a “Member”) requests to work only with a particular party or parties, however, then SCF can endeavor to accommodate. If at any point in the process a selected Investor Member declines to pursue the Project or Portfolio suggested, the Selection Function will move on to the Investor Member that, in SCF’s business judgment, provides the next best match.
The Suite allows Investor Members to review key financial and performance data, view and download files and supporting documentation from a Project-specific summary page, and perform its own initial evaluation of the Project. If an Investor Member wishes to learn more, it may click a button to send a notification to the SCF User assigned to the Project. At this juncture, SCF and the Investor Member negotiate and execute term sheets and/or binding agreements for compensation to SCF for providing project development services, construction management services or other fee-for-service scopes of work for the Investor Member, to commence only after the Investor Member has acquired ownership or an exclusive option or other legal or contractual control over the Project or Portfolio (the “SCF Compensation Agreement”). These SCF services to Investor Members are currently the only source of service revenue SCF expects to arise out of its operation of the Suite; SCF does not provide Members any finance transaction services of any kind, for compensation or otherwise.
SCF EPC Rating℠, SCF Project Score℠, and SCF Portfolio Score℠
Investor Membership in the Suite includes the right to use our SCF EPC Rating℠, SCF Project Score℠, and SCF Portfolio Score℠ service offerings. Each Investor Member may customize the importance of each SCF rating metric to its unique cost structure, risk tolerance and sensitivities in order to optimize its own decision-making when it comes to investing in a Project or Portfolio. More details on how these SCF rating metrics are formulated, and can be tailored, become clear to Investor Members after they join the Suite.
SCF as Integrator
In addition to being a solar finance company, and a provider of solar project development and construction management services, SCF also occasionally self-develops commercial, non-profit or municipal solar PV generating facilities for its own account. Accordingly, SCF may upload some proprietary SCF Projects to the Suite in order to seek financing for them, whether on a stand-alone basis or to help fill out a Portfolio including other non-SCF Projects developed by Integrator Members. In such a case, SCF will receive consideration from the Investor Member as the purchase price for SCF’s sale of its proprietary Project assets or equity in any special purpose vehicle company that owns the Project. This consideration would be separate from, and in addition to, SCF’s compensation for services rendered to the Investor Member under any SCF Compensation Agreement related to such Project.
Additional Terms & Conditions
1. Additional Defined Terms. “User” and “you” mean any Member or any employee or other authorized individual accessing or using the Suite on behalf of a Member. A User organization “joins” the Suite and becomes a Member under this Agreement when (a) SCF sends the User organization an electronic message confirming SCF’s offer of membership in the Suite, and (b) the User organization affirmatively accepts such offer of membership, including by checking the box labeled “I have read and agree to the Terms of Use” and clicking the Submit button. Individual Users authorized to access and use the Suite on behalf of their respective organizations do not themselves join or attain membership status by doing so. “User Content” means any and all information and content that a User enters, uploads or otherwise submits to the Suite thereby making it available for inclusion in Project summary page displays, reports, contracts and other material generated at or printed or downloaded by other Users in accordance with the other terms and conditions of this Agreement.
2. Limited Licenses to Use Website. SCF hereby grants (a) to each Member a nonexclusive, nontransferable, revocable, limited license to access and use our website for the purpose of initiating and/or completing the registration process to apply for membership status and the rights to use the Suite in accordance with these Terms of Use, and (b) to each Member and each of its individual, authorized Users a nonexclusive, nontransferable, revocable, limited license to access and use the particular pages of our website, their content and the content of the Suite to which an SCF User allows them access, solely for its internal business purpose of analyzing and evaluating any Project, Portfolio or investment or financing opportunity with a Member through the Suite, and ancillary, lawful tasks and functions in accordance with these Terms of Use (“Permitted Uses”). SCF may terminate this license at any time for any reason.
3.Ownership and License of User Information. By using the Suite to disclose information about themselves, their businesses and their Projects (“User Information”), Users grant to SCF, and to all other Members and Users that have access to such information through the Suite, a non-exclusive, revocable (upon the grantor User’s written request) license to access such User Information through the Suite solely for Permitted Uses. Apart from the foregoing license, each User reserves all right, title and interest in and to its User Information and all intellectual property therein, except to the extent such reservation may later be superseded, expressly or impliedly, by an Integrator Member’s sale of a Project to an Investor Member that includes the sale of Project-specific User Information.
4. User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, and any disclosure within your User Content that makes you or any third party personally identifiable to any Member or its authorized individual Users. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by SCF. SCF is not obligated to backup any User Content and SCF may delete any User Content at any time. You are solely responsible for creating backup copies of your User Content if you desire.
Each Member and its authorized Users hereby grants, and each hereby represents and warrants that it has the right to grant, to SCF an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, display (to Members of the Suite and their authorized Users and any persons they permit to view such Users’ computer or mobile device screens), and prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sub-licenses of the foregoing, solely for the purposes of including your User Content in the Suite for Permitted Uses and as otherwise contemplated, expressly or impliedly, by this Agreement.
5. Confidentiality. If any User has entered into a separate nondisclosure agreement (“NDA”) with SCF, the scope of which expressly covers User Information disclosed at the Suite, then the terms of such NDA shall govern between them for so long as it remains in effect; if any Member has entered into a separate NDA either with SCF or with any other Member, the scope of which expressly covers User Information disclosed at the Suite, then the terms of such NDA shall govern as between the parties to such NDA for so long as it remains in effect; otherwise, in each case, the following confidentiality provisions shall apply to protect User Information that qualifies as “Proprietary Information” as defined below.
(a) “Proprietary Information” of any User, multiple Users or SCF (each a “Party” under this Section 5) means information which has commercial or other value in their respective businesses and is confidential or proprietary in nature, or may be marked as “confidential” or “proprietary“ on any form of viewable or tangible medium.
(b) Each Party agrees (i) to hold the Proprietary Information of the other Party in strict confidence and to take all precautions to protect such Proprietary Information as each Party employs with respect to its most confidential materials, but in no case shall the Party receiving such Proprietary Information (the “Receiving Party“) employ less than reasonable precautions, (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, except a Receiving Party‘s consultants or contractors who are bound at the time of disclosure by a non–disclosure agreement with terms at least as restrictive as the terms in this Agreement, (iii) not to make any use whatsoever at any time of such Proprietary Information except for the sole limited business purposes of evaluating the Proprietary Information internally to determine whether to enter into the contemplated transaction or agreement between the Parties, and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any such Proprietary Information. Any employee given access to any such Proprietary Information must have a legitimate “need to know“ and shall be similarly bound in writing by a non–disclosure agreement with terms at least as restrictive as the terms in this Agreement. This Agreement shall not be construed to limit any Party‘s right to independently develop, finance or acquire any solar PV generation facilities anywhere in the world without the use of any other Party‘s Proprietary Information.
(c) Without granting any right or license, each Party agrees that clauses (i), (ii), (iii) and (iv) of paragraph 5(b) above shall not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee thereof) generally available to the public, or (ii) was properly in the Receiving Party‘s possession or properly known by the Receiving Party, without restriction, prior to receipt from the Party disclosing such Proprietary Information (the “Disclosing Party“), or (iii) was rightfully disclosed to the Receiving Party by a third party without restriction. The Receiving Party may make disclosures required by court order provided the Receiving Party promptly notifies the Disclosing Party, uses its best efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.
6. Non-circumvention. Each Member acknowledges and agrees that SCF has made a substantial investment of time, effort and money to develop the Suite and make its services available to Integrators with good track records and credit history and Investors who are active in the U.S. solar industry. As a result, Integrators and Investors may be introduced to or otherwise meet each other for the first time through the Suite, and the Members acknowledge and agree that circumvention of SCF should not be allowed within a reasonable period of time after such an introduction or meeting. Accordingly, each Investor Member hereby agrees with SCF that, for so long as it is a Member, and for a period of 24 months after it ceases to be a Member, it will not enter into any legally binding documents for a financing, investment or acquisition transaction for a commercial, non-profit or municipal solar PV generation facility or multiple facilities located in the S. (a “Financial Closing”) with any other person or entity who was introduced to or met such Investor Member through SCF or the Suite, who is an Integrator Member at the time of, or who was an Integrator Member at any time within 24-months prior to, the legal effectiveness of the Financial Closing without the Investor Member paying to SCF (at or before the Financial Closing) compensation pursuant to any SCF Compensation Agreement covering that Project or Portfolio or, if the transaction relates to a project or portfolio that was never a Project or Portfolio within the Suite, compensation equal or equitably equivalent (in terms of cents per watt, or percentage of transaction price) to the project development services fees, construction management services fees and other fees described in or actually paid under the SCF Compensation Agreement most recently signed between SCF and such Investor Member or former Investor Member, as applicable.
7. Password Polic Member’s online use of the Suite requires a password. As part of the registration process, after the Member has joined the Suite, SCF will prompt you to select a username and password and provide SCF with accurate, complete and up-to-date information. A Member organization may request SCF to allow separate usernames and passwords for its various employees or other authorized personnel to be Users, and SCF can accommodate, however each such individual User’s activity at the Suite will be treated for all purposes as activity of the Member. Each username and password may only be used to access the Suite during one (1) concurrent login session. You acknowledge and agree that only employees or other authorized representatives of the Member are entitled to access the Suite with the username(s) and password(s) initially provided by SCF, whether or not you later change them. Anyone with knowledge of your password can gain access to restricted portions of the Suite and the information available to you. Accordingly, you must keep your password secret. The Member will be solely responsible for the confidentiality and use of its respective password(s), as well as for any communications entered or activities that occur under these usernames. You will also immediately notify SCF if you become aware of any actual or suspected loss, theft or unauthorized use of any of your usernames and passwords. SCF reserves the right to delete or change any passwords at any time and for any reason. User licenses cannot be shared or used by more than one individual User, but may be reassigned from time to time to a new User who is replacing a former User who has terminated employment, changes job status or function and no longer uses the Suite, or otherwise is no longer authorized by the Member to use the Suite.
8.Internet Risk. You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While SCF has endeavored to create a secure and reliable website, please be advised that the confidentiality of any communication or material transmitted to and from the Suite over the Internet cannot be guaranteed. Accordingly, SCF and its licensors and vendors are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained or displayed at the Suite, or for the consequences of any reliance on such information. SCF and SCF’s licensors and vendors shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume all such Internet risk of using the Suite.
9. Reservation of Rights. SCF reserves the right in its sole discretion to (a) decline to accept any Developer’s or Investor’s application to become a Member through registration at the Suite, for any or no reason, and with or without notice, explanation or coaching, (b) restrict any User from uploading information on any Project or Portfolio to the Suite, (c) remove any Project, data or documentation from the Suite that SCF deems unacceptable or inappropriate in SCF’s sole discretion, and (d) change its revenue model for the Suite, such as to include subscription fees, or membership fees based on either the Member’s activities at the Suite (regardless of transactions closed) or periodic dues (regardless of activity level), or other revenue streams, provided that any change in fees of any kind payable by Members shall not have retroactive effect and shall be preceded by electronic message notice to the affected Members with an opportunity to opt out including cancellation of their membership and all rights to use the Suite thereafter.
10. DISCLAIMERS.
SCF MAKES NO WARRANTIES OR GUARANTIES REGARDING, AND DOES NOT UNDERWRITE, SPONSOR OR ENDORSE, ANY PROJECTS, PORTFOLIOS, DEVELOPERS, INVESTORS OR USERS. MEMBERS ENTER INTO PROJECT AND PORTFOLIO INVESTMENT, SALES OR ACQUISITION TRANSACTIONS AT THEIR OWN RISK. YOU SHOULD MAKE WHATEVER INVESTIGATION YOU FEEL IS NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY FINANCING OR OTHER TRANSACTION WITH ANY MEMBER.
INTERACTIONS BETWEEN MEMBERS OR THEIR RESPECTIVE USERS ARE SOLELY BETWEEN THEM AND SCF WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS, INCLUDING ANY SALES, INVESTMENTS, FINANCINGS, OR FINANCING AGREEMENTS OR TERMS. IF THERE IS A DISPUTE BETWEEN ANY MEMBERS OR THEIR RESPECTIVE USERS, SCF IS UNDER NO OBLIGATION TO BECOME INVOLVED.
SCF WILL USE ITS OWN, SUBJECTIVE BUSINESS JUDGMENT IN SELECTING INVESTOR MEMBERS WHO IT DEEMS ARE THE BEST MATCH OR NEXT-BEST MATCH, AS APPLICABLE, TO A PROJECT OR PORTFOLIO BASED ON THE CRITERIA STATED ELSEWHERE IN THIS AGREEMENT (AND SOMETIMES ON OTHER UNSTATED CRITERIA). ALTHOUGH SCF WILL ENDEAVOR NOT TO “PLAY FAVORITES” BASED ON ANY BIAS, SCF DISCLAIMS (AND YOU AGREE THAT SCF SHALL NOT HAVE] ANY DUTY OF CARE, LOYALTY OR FAIRNESS TO ANY MEMBERS IN PERFORMING THIS ASPECT OF ITS SERVICES.
SCF IS NOT A CREDIT RATING SERVICE FOR BUSINESSES, COMPANIES, INVESTMENT VEHICLES OR INSTRUMENTS. SCF’S RATING METRICS ARE PROPRIETARY, AND ARE DESIGNED FOR LIMITED USE SOLELY IN CONNECTION WITH SORTING, FILTERING AND SCREENING OF SOLAR PV PROJECTS AND PORTFOLIOS UNDER DEVELOPMENT OR CONSTRUCTION THAT ARE POSTED TO THE SUITE BY INTEGRATOR MEMBERS.
SCF IS NOT AN AUDITOR, AND SCF CANNOT ADOPT ANY MEASURES TO INDEPENDENTYLY VERIFY OR VALIDATE THE USER CONTENT OR OTHER INFORMATION THAT MEMBERS INPUT OR UPLOAD TO THE SUITE. ALTHOUGH SCF MAY, IN ITS SOLE DISCRETION, CONDUCT BACKGROUND CHECKS ON APPLICANTS FOR MEMERSHIP, AND PROVIDE COPIES OF SUCH BACKGROUND CHECK RESULTS TO OTHER MEMBERS UPON REQUEST, SCF DISCLAIMS ANY OBLIGATION TO DO SO OR TO UPDATE SUCH CHECKS, AND CANNOT AND DOES NOT VOUCH FOR THE HONESTY OR INTEGRITY OF ANY MEMBER OR ANY OF ITS PRINCIPALS.
THE PROJECTS AND PORTFOLIOS WILL NOT CONSTITUTE “GOING CONCERNS” AND WILL NOT BE “INVESTMENT GRADE” AT THE TIME OF ANY TRANSACTION SCF CONTEMPLATES WILL OCCUR BETWEEN MEMBERS ARISING OUT OF THEIR USE OF THE SUITE. THE OPINIONS AND SCF RATINGS/SCORES SET FORTH IN ANY INVESTMENT SUMMARY OR ELSWHERE IN THE SUITE MAY BE USED ONLY FOR RELATIVE COMPARISON WITH OTHER EPC CONTRACTORS, PROJECTS AND PORTFOLIOS IN THE SUITE, AND YOU MAY NOT RELY ON THEM AS OPINIONS OF INVESTMENT QUALITY IN AN ABSOLUTE SENSE.
SCF IS NOT A FIDUCIARY FOR ANY PURPOSES, DOES NOT HANDLE THE FUNDS OF ANY MEMBERS, AND WILL ACCEPT ONLY FUNDS PAID TO SCF FOR ITS OWN ACCOUNT, EARNED UPON RECEIPT.
THE USER CONTENT POSTED OR HOSTED AT THE SUITE IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, AN INVESTMENT SOLICITATION BY SCF ON BEHALF OF ANY INTEGRATOR MEMBER, AND ANY SUCH SOLICITATION IS MADE SOLELY BY THE INTEGRATOR MEMBER ITSELF. THE SELECTION FUNCTION IS DESIGNED AS AN INFORMATION TECHNOLOGY ADVANCEMENT IN SOLAR PV FINANCE MARKET EFFICIENCY. THE NATURE OF SCF’S ROLE IN EXECUTING THE SELECTION FUNCTION WILL BE TO SUGGEST A PROJECT OR PORTFOLIO FOR AN INVESTOR MEMBER TO REVIEW, AND SCF WILL NOT ADVISE WHETHER TO MAKE THE INVESTMENT. ACCORDINGLY, YOU AGREE THAT WHEN ACTING IN THIS CAPACITY SCF IS A MERE FINDER AND NOT AN AGENT, REPRESENTATIVE OR ADVISOR TO ANY MEMBER OR ANY OTHER ROLE INTEGRAL TO ANY TRANSACTION THAT MAY ARISE BETWEEN MEMBERS AS A RESULT OF THEIR USE OF THE SUITE.
SCF DOES NOT PROVIDE LEGAL, ACCOUNTING, TAX, INVESTMENT OR BUSINESS ADVICE OR NEGOTIATION SUPPORT REGARDING, THROUGH OR IN CONNECTION WITH ANY DOCUMENTS, REPORTS, CONTRACTS OR SERVICES THAT YOU MAY USE OR GENERATE AT OR IN CONNECTION WITH YOUR USE OF THE SUITE. SCF DISCLAIMS ANY AND ALL RESPONSIBILITY TO YOU AND ANY THIRD PARTIES FOR ANY ACTIVITY THAT, IF IT WERE CONDUCTED BY SCF, WOULD CONSTITUTE THE PRACTICE OF LAW, ACCOUNTANCY, REAL ESTATE BROKERAGE, INVESTMENT ADVISORY, INVESTMENT BANKING, SMALL BUSINESS BROKERAGE, SECURITIES BROKERAGE, OR ANY OTHER LICENSED PROFESSIONAL ACTIVITY. FOR PROFESSIONAL ADVICE CONSULT YOUR OWN PROFESSIONAL ADVISORS.
SCF DISCLAIMS ANY OBLIGATION TO PROVIDE ANY PROJECT DEVELOPMENT OR CONSTRUCTION MANAGEMENT SUPPORT SERVICES TO ANY MEMBER, AND DISCLAIMS ALL LIABILITY IN CONNECTION THEREWITH EXCEPT TO THE EXTENT SCF HAS ENTERED INTO (AND SUBJECT TO THE TERMS, CONDITIONS AND LIMITATIONS SET FORTH IN) A SEPARATE WRITTEN AGREEMENT WITH ANY SUCH MEMBER THE SCOPE OF WHICH INCLUDES PROJECT DEVELOPMENT OR CONSTRUCTION MANAGEMENT SERVICES.
NO FINANCIAL OR INVESTMENT MONITORING SERVICES OR TOOLS AVAILABLE FROM SCF THROUGH THE SUITE ARE DESIGNED TO INCLUDE ANY REMOTE OR IN-THE-FIELD MONITORING OR RESPONSE WITH RESPECT TO THE OPERATIONS OR MAINTENANCE OF ANY PROJECT.
THE SUITE IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND SCF EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS TO YOU OR ANY THIRD PARTY AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SUITE OR ANY RELATED MATERIALS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ACCURACY AND NON-INFRINGEMENT.
SCF MAKES NO WARRANTY THAT: (A) YOUR MEMBERSHIP OR ACTIVITY WITH THE SUITE WILL RESULT IN SUCCESSFUL FINANCIAL CLOSINGS FOR YOU, OR OTHERWISE MEET YOUR REQUIREMENTS; (B) SCF WILL MAKE THE SUITE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE SUITE WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE.
11. Ownership. Excluding any ownership you or third parties claim in your User Content, you acknowledge that all the intellectual property rights in the Suite are owned by SCF or SCF’ licensors or vendors. SCF and its licensors and vendors reserve all rights not granted in this Agreement. If you provide SCF any feedback or suggestions regarding the Suite (“Feedback”), you hereby assign to SCF all rights in the Feedback and agree that SCF shall thereafter own and have the unrestricted right to use such Feedback and related information in any manner it deems appropriate without publicly disclosing the source of the Feedback in any way that makes the Member identifiable, or any individual User personally identifiable. SCF will treat any Feedback confidentially or not in SCF’s sole and absolute discretion as may be in its own best interest. You agree that you will not submit to SCF any Feedback that you consider to be confidential or proprietary to you, or in which you desire to have any ongoing ownership or use rights.
12. Indemnity. You agree to indemnify and hold harmless SCF, its licensors and suppliers, all of their affiliates, and all of their respective officers, directors, employees, shareholders, representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and other professionals’ fees and court costs) arising out of any third party claims based on or related to your use of the Suite or any breach by you of this Agreement. SCF reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SCF and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SCF. SCF will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, SCF DISCLAIMS ANY LIABILITY TO YOU OR ANY THIRD PARTY, UNDER ANY CIRCUMSTANCES, FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SUITE AND ITS CONTENTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SUITE OR ITS CONTENTS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNTS (IF ANY) YOU HAVE PAID TO SCF IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM OR CLAIMS, OR (B) U.S. $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT.
14. Amendment of Terms of Use. This Agreement is subject to change by SCF at any time. If you are a Member (or any of its authorized Users) at the time of any change, the then-existing Agreement will continue to govern your membership until such time that SCF provides you a summary of the changes and prompts you to confirm your registration at the Suite and renew the Member’s membership, at which time you will be asked again to check the box “I have read and agree to the Terms of Use.” If you continue the membership, your renewal will constitute acceptance by you of the revised Agreement. Alternatively, if you elect to terminate the membership at such time, but later decide to renew it, your use of the Suite after your renewal will constitute acceptance by you of the then-current
Entire Agreement. Members’ rights and obligations with respect to SCF and other Members with whom they contract through the Suite are subject to separate written agreements between them, including in some cases one or more SCF Compensation Agreements between SCF and Investor Members, and financial closing documents among or between Members or SCF (collectively, “Additional Agreements”). Other than the Additional Agreements, this Agreement (including our Privacy Policy) as in effect at the time of your use of the Suite after your most recent acceptance of changes pursuant to Section 14 constitutes the entire Agreement between you and SCF with respect to such use of and our services under the Suite, and supersedes all prior or contemporaneous communications, proposals and versions of this Agreement, whether electronic, oral, or written between SCF and you with respect to your use of or SCF’s services under the Suite. In the event of a conflict between this Agreement and one or more Additional Agreements, the terms of such Additional Agreement(s) shall govern and control.
Governing Law. This Agreement is governed by, and shall be construed in accordance with, the laws of the State of California, without regard to its conflicts of law principles.
17. Copyright/Trademark Information. Copyright © 2014 Sustainable Capital Finance All rights reserved. All trademarks, service marks and logos (“Marks”) displayed on the Suite are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
18. Claims of Copyright Infringement.The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Suite infringe your copyright, you (or your agent) may send SCF a notice requesting that SCF remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices for SCF should be sent by mail to: Sustainable Capital Finance Inc., 99 S. Almaden Blvd., Suite 720, San Jose, CA 95113; by email to DMCAnotices@com; or by fax to +1.408.758.6369. Consult your legal advisor before filing a notice or counter-notice.