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CENERGIM TERMS OF SERVICELast Updated:July 1, 2019Welcome, and thank you for your interest in Cenergim, Corp. (“Cenergim,” “we,” “our,” or “us”) and our website atwww.Cenergim.com, along with our related websites, networks, applications, mobile applications, and otherservices provided by us (collectively, the “Platform”). These Terms of Service are a legally binding contract betweenyou (“you,” “your,” “user,” “Innovator,” or “Challenger”) and Cenergim regarding your use of the Platform.PLEASE READ THE FOLLOWING TERMS CAREFULLY.BY CLICKING“Sign Up”OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOUAGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREETO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CENERGIM’S PRIVACY POLICY (TOGETHER,THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OURPERMISSION TO USE THE PLATFORM. YOUR USE OF THE PLATFORM, AND CENERGIM’S PROVISION OF THE PLATFORM TOYOU, CONSTITUTES AN AGREEMENT BY CENERGIM AND BY YOU TO BE BOUND BY THESE TERMS.ARBITRATION NOTICE.EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 20, YOU AGREE THAT DISPUTESARISING UNDER THESE TERMS WILL BE RESOLVED BY CONFIDENTIAL BINDING, INDIVIDUAL ARBITRATION, AND BYACCEPTING THESE TERMS, YOU AND CENERGIM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JUDGE OR JURY, OR TOPARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TOCOURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TOSMALL CLAIMS COURT). (SEE SECTION 20.)ESCROW NOTICE.AS A CONDITION OF USING THE PLATFORM, ALL REWARDS PAID BY CHALLENGERS TO INNOVATORSAND REWARD FEES PAID TO CENERGIM WILL BE HANDLED THROUGH ESCROW.COM. FOR DETAILS ABOUT THE ESCROWSERVICE INCLUDING THE ESCROW.COM TERMS OF USE AND PRIVACY POLICY, SEE SECTION 5.1.CENERGIM PLATFORM OVERVIEWCenergim is a smart innovation ecosystem that provides a Platform for businesses to post innovation“Challenges” of varying complexity to be solved by Innovators of varying skills, qualifications, and expertise. A“Challenger” is a business who posts Challenges on the Platform and an “Innovator” is a domain expert whosolves posted Challenges. Once an Innovator accepts a Challenge and the Challenger accepts the Innovator,the Challenge has been “Awarded” to that Innovator. A Challenger pays a Reward to the Awarded Innovatorfor solving the Challenge. An Innovator on the Platform may be referred to as an Analyst, Facilitator, Specialist,Maven, Luminary, Solution Master, or an Expert as required by the complexity and scope of the Challenge.Visitors to the Platform, Challengers, and Innovators are all referred to as “users” of the Platform in theseTerms. Users may use the Platform as either a Challenger or an Innovator for different Challenges andspecialized provisions of these Terms apply for each type of user depending on their role for a particularChallenge.2.ELIGIBILITYYou must be at least 18 years old to use the Platform. By agreeing to these Terms, you represent and warrantto us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from thePlatform; and (c) your registration and your use of the Platform is in compliance with any and all applicablelaws and regulations. If you are an entity, organization, or company, the individual accepting these Terms onyour behalf represents and warrants that they have authority to bind you to these Terms and you agree to bebound by these Terms.3.ACCOUNT AND REGISTRATION.To access features of the Platform including posting, accepting, Awarding,paying or accepting a Reward, requires you to register for an account. When you register for an account, you
may be required to provide us with some information about yourself and your business such as your name,business’ name, business logo, phone numbers, email address, the types of services you provide, and othercontact information. You agree that any and all information you provide to us is accurate and that you willkeep it accurate and up-to-date at all times. When you register, you will be asked to provide a login name andpassword. You are solely responsible for maintaining the confidentiality of your account and password, andyou accept responsibility for all activities that occur under your account. If you believe that your account is nolonger secure, then you must immediately notify us atsupport@Cenergim.com. By registering an account andcreating a professional profile, you warrant and covenant as follows:3.1Authorization. You are a principal or an employee authorized to create a profile on behalf of yourself or abusiness.3.2Accurate Information. You will provide accurate, truthful, and complete information regarding yourbusiness, products, and services, and keep such information up to date.3.3Update Information. You agree to immediately notify us if: (i) any information you have provided to us,or any relevant information about you, has changed, (ii) a user has notified you that they have acomplaint with you or any products or services provided by you, or (iii) you have received notice of anycomplaint, investigation, fine or adverse action taken by a governmental authority with respect to yourproducts or services or your professional license.3.4Professional License. If your profession or business requires licensure, you agree to provide all licensinginformation necessary to participate in a Challenge. In addition, you represent that any licensinginformation you provide is accurate and up to date.4.SERVICES, REWARDS, AND FEES4.1Posting Challenges. A Challenger may post an unlimited number of Challenges on the Platform. AllChallenges are posted discreetly. When submitted, a Challenge is only visible to the Managed ServicesTeam who review and invite qualified Innovators to solve the Challenge. The Challenger may be notifiedto repost the Challenge with modified terms if no Innovator accepts the Challenge.This notice mayinclude suggestions to implement a higher Reward, a clearer definition of the Challenge, more detaileddeliverables, or different milestones. Cenergim reserves the right to reject submitted Challenges for anyor no reason. For more information on posting Challenges, click here.4.2Challenge Agreement. Upon an Innovator being Awarded a specific Challenge, the issuing Challenger andAwarded Innovator (collectively the “Parties”) must enter into a Challenge Agreement within five (5)business days of the Award. The Challenge Agreement sets forth the rights, obligations, terms, andconditions of the Parties for that specific Challenge. Each Challenge Agreement includes details regardingdevelopment and delivery milestones, Reward payment terms, intellectual property ownership rightsandlicenses,confidentialityandindemnification.FormoreinformationontermsofChallengeAgreements, click here.4.3Challenge Reward.The “Reward” is the amount that the Challenger is willing to solve the challenge.Once Cenergim notifies the Challenger that the Challenge has been conditionally accepted by anInnovator, the Challenger must remit payment of the Reward to Cenergim’s escrow partner (Escrow.comor other approved escrow services) within ten (10) business days.4.4Reward Fee.Cenergim’s “Reward Fee” for Challenges will be assessed at 25% of the Reward. Escrow.comwill pay Cenergim and the Innovator installments based on the milestones achieved as specified in theChallenge Agreement. Notwithstanding Section 4.14 below, the Reward Fee is non-refundable. Upon thereceipt of funds by Escrow.com, the Parties must sign a Challenge Agreement containing specificinformation of both parties as well the Challenge specific requirements. For more information about theReward Fee, click here.
4.5Managed Services Team.Cenergim’s “Managed Services Team” will assist users during different stagesof the Challenge cycle. Some Managed Services Team services are complimentary while others areperformed for a Service Fee. For more information about our Managed Services Team or the relatedService Fees, click here.4.6Selecting an Innovator. Users post profiles about themselves and their business on the Platform.Innovators have been preliminarily vetted by Cenergim to provide solutions to Challenges; however,Challengers should always exercise due care and diligence when selecting an Innovator. It is up to theChallenger to assess an Innovator’s qualifications and vet the Innovator as appropriate for the Challenge.Challengers assume all risks when using the Platform, including but not limited to all of the risksassociated with any online or offline interactions with users. For more information on the Innovatorselection process, click here.We disclaim any and all representations or warranties with regard to anyInnovator’s performance on a Challenge or the outcome or quality of the services performed.4.7Challenge Reposting.If an Innovator is Awarded a Challenge but the Challenger fails to execute aChallenge Agreement within ten (10) business days, the Challenger will submit a Challenge re-posting feeto Cenergim assessed at 2% of the Reward. Similarly, if the Innovator backs-out of the Challenge prior tosigning a Challenge Agreement, Cenergim will re-post the Challenge at the same Reward amount at noadditional fee for Challenger.However, if the Innovator backs-out of the Challenge after signing aChallenge Agreement, Cenergim will recover the re-posting fee from the Innovator. If any penalties areimposed by Escrow.com, the user at fault will be fully liable for the incurred penalties.4.8Innovator Obligations.As an Innovator, you agree that you will accept Challenges only if you possess thequalifications, experience and skill necessary to complete such work, and you will complete such workwith the degree of skill and care that is required by current good and sound professional procedures andpractices in accordance with applicable industry standards. You also agree that you have (and willcontinue to maintain) current valid licenses, authorizations, insurance and bonding required by allapplicable authorities for any work you accept or perform. For more information on Innovatorobligations, click here.4.9Sub-contracting or Third Party Assistance.Innovators agree that they may not sub-contract theresolution of any Challenge in whole or in part to any third party. As an Innovator, you represent andwarrant that you are fully capable of solving the Challenge without the aid of a third party. Anymisrepresentations may result in penalties and damages to Cenergim and the Challenger.4.10Independent Will.You acknowledge and agree that undertaking certain Challenges may pose risks toyou; if you accept any Challenge you do so of your own accord and you take such Challenge at your ownrisk and fully discharge Cenergim from any liability relating to your acceptance of any Challenge.4.11Declining an Innovator.If a Challenger desires to decline an Innovator, the Challenger may be required tosubmit a written explanation as to why they chose to decline the Innovator. By declining an Innovator,the Challenger forfeits their right to engage that specific Innovator and agrees to honor the Non-Circumvention provision described in Section 6.2 and refrain from contacting, communicating, orengaging with the Innovator in any way.4.12Regulatory Requirements. You represent and warrant that should any Challenge require compliance withany regulatory body including any local, state, or Federal agency including but not limited to the FoodandDrugAdministration;UnitedStatesDepartmentofAgriculture;FederalCommunicationsCommission; Bureau of Alcohol, Tobacco, Firearms and Explosives; Federal Trade Commission; UnitedStates Environmental Protection Agency; Nuclear Regulatory Commission; The Occupational Safety andHealth Administration; Securities and Exchange Commission; Federal Energy Regulatory Commission; orUnited States Department of Health and Human Services, both the Challenger and the Innovator have
the appropriate qualifications, clearance or other legal requirement to lawfully engage in the Challengeand you will comply with all rules, laws and regulations.4.13Government Contracts. If Challenger is (i) a U.S. Government entity or agency, or (ii) a U.S. Governmentcontractor or subcontractor, Challenger must make such status known to Cenergim and to the AwardedInnovator before signing a Challenge Agreement. A user may make their status know to Cenergim bysending an email tosupport@Cenergim.com.4.14Cancellation. Within the first two business days of posting a Challenge, a Challenger may cancel theChallenge and incur no penalties. A Challenger may be required to pay a fee upon cancellation of aChallenge if the cancelled Challenge had been posted for more than two business days. For moreinformation about Challenge cancellation, click here.5.FEES, REWARD, ESCROW AND TAXES5.1Fee Payment.Certain features of the Platform may require you to pay fees. Before you pay any fees, youwill have an opportunity to review and accept the fees that you will be charged. All fees are in U.S.Dollars and are non-refundable. Cenergim reserves the right to determine pricing for the services andfeatures available on the Platform. Cenergim will make reasonable efforts to keep pricing informationpublished on the website up to date. Cenergim may change the fees for any feature of the Platform,including additional fees or charges, if Cenergim gives you advance notice of changes before they apply.Cenergim, at its sole discretion, may make promotional offers with different features and differentpricing to any of Cenergim’s users. These promotional offers, unless made to you, will not apply to youroffer or these Terms. Cenergim does not collect and store credit card or other payment card informationon this Platform.We use a variety of third-party payment processors to assist in completing financialtransactions initiated on the Platform.5.2Service Fee.“Service Fees” are fees for the services provided by Cenergim’s Managed Service Team.Payments for Service Fees are due when services are rendered. We use bank wires and payment servicessuch as PayPal, Zell, Stripe or others to assist in completing financial transactions for Service Fees. Theseproviders have their own privacy policies for collecting, storing and using payment card and otherinformation in connection with such transactions.Cenergim has no control or influence over suchpolicies or the providers’ compliance with them, and we have no access to the payment card or otherinformation collected by these providers. Users are encouraged to review the service providers’ privacypolicies before engaging in financial transactions of Service Fees initiated on the Service. For moreinformation about Service Fees, click here.We disclaim any and all representations or warranties withregard to the financial transaction services provided by any of these providers.5.3Escrow.As a condition of using the Platform, prevent fraud, and ensure trust between Parties all Rewardand Reward Fee transactions are handled through Escrow.com. Upon a Challenge being Awarded to anInnovator, the Reward Fee plus the appropriate Escrow Fees and fees for additional services chosen bythe Challenger are due to Escrow.com. Escrow.com has its own terms of use and privacy policy forcollecting, storing and using payment instructions and other information in connection with suchtransactions. Cenergim has no control or influence over such policies or Escrow.com’s compliance withthem, and we have no access to the payment amount or other information collected by Escrow.com.Wedisclaim any and all representations or warranties with regard to the escrow services provided byEscrow.com.Escrow.com’sgeneralescrowinstructionsareavailablehere:https://www.escrow.com/escrow-101/general-escrow-instructions. If you do not agree to the General Escrow Instructions, then you shouldnot create or accept any Challenge on the Platform. With each transaction handled through Escrow.com,
Escrow.com requires the Parties agree to their then current Terms of Use and Privacy policy; available forreview here:i.https://www.escrow.com/escrow-01/terms-of-useii.https://www.escrow.com/escrow-101/privacy-policy5.4Innovator Escrow Deposit. Upon accepting a challenge and prior to executing the Challenge Agreement,the Innovator will pay a deposit fee equal to 2% of the Reward amount to Escrow.com. Upon completionof the Challenge, Escrow.com will remit the deposit back to the Innovator. If the Innovator backs-out of aChallenge, this amount will be paid to Cenergim as a reposting fee.5.5Escrow Fee. “Escrow Fees”are fees charged by Escrow.com for providing escrow management services.Escrow Fees range between 3-5% as determined by Escrow.com. Cenergim has no control over theEscrow Fees. Challenger and Innovator agree to split the Escrow Fees equally between the Parties.5.6Delinquent Accounts.Cenergim may suspend or terminate access to the Platform, including fee-basedportions of the Platform, for any account for which any amount is due but unpaid. In addition to theamount due for the Platform, a delinquent account will be charged with fees or charges that areincidental to any chargeback or collection of any the unpaid amount, including collection fees.5.7Taxes. You agree to properly collect and pay sales, use, excise, income and other taxes, duties, and othergovernmentalassessmentsinconnectionwithanyChallengeyouparticipatein(“Taxes”).Youacknowledge and agree that you are responsible for collecting, withholding, remitting and reporting allapplicable Taxes on the provision or receipt of services. You agree that you, and not Cenergim, are solelyresponsible for all matters related to your Taxes.6.EXCLUSIVITY6.1Restricted Communications.You agree that any communication between the Challenger and Innovatorwill be limited to the scope of the Challenge and via appropriate channels permitted by Cenergim. Youagree that any other communication may be construed as an attempt to circumvent Cenergim and willbe subject to penalties. For 24 months from the time you meet any user, or the date of challengecompletion through the Platform (the “Exclusivity Period”), you must use the Cenergim Platform as yourexclusive method to request, make, and receive all payments for work directly or indirectly with that useror arising out of your relationship with that user (the “Cenergim Relationship”). You may opt-out of thisobligation only if the Challenger or Innovator pays Cenergim an “Agency Fee” computed to be thegreatest of the following amounts:i.$10,000;ii.25% of the cost to the Challenger of the services to be performed by the Innovator in theCenergim Relationship during the Exclusivity Period, as estimated in good faith by theChallenger; oriii.30% of Innovator’s compensation based on the employment contract for the first year ofemployment if the Challenger initiates an employment relationship with the Innovator.To engage an Innovator beyond the relationship established through Cenergim, you must requestinstructions to pay the Agency Fee by sending an email tosupport@Cenergim.com.6.2Non-Circumvention. As a user of the Platform, you warrant and covenant not to circumvent payment foruse of the Platform. By way of illustration and not in limitation of the foregoing, you must not:i.Share any information on your professional profile by way of email, video, phone or anyother method to promote direct contact and solicitation outside of the Platform;ii.Submit proposals or solicit users identified through the Platform to contact, hire,manage, or pay outside the Platform;
iii.Accept proposals or solicit users identified through the Platform to contact, deliverservices, invoice, or receive payment outside the Platform;iv.Cancel any Challenge for the purpose of contracting or hiring an Innovator who you metthrough the Platform;v.Report an Agency Fee amount lower than that actually agreed between users.6.3Prior Relationship Representing Special Circumstances. If any user claims to have had a prior relationshipwith another user and those users wish to conduct business with each other for matters not related toany Challenge posted on the Cenergim Platform, those users must provide proof of the existence of suchprevious relationship to be exempted from the Non-Circumvention provision described in Section 6.2. Aprior relationship will not release either user from these Terms or any other contract or agreementfacilitated by the Platform.6.4Notification.You agree to immediately notify Cenergim if another user improperly contacts you orsuggests making or receiving payments outside of the Platform. If you are aware of a potential breach orbreach of this non-circumvention provision, please submit a confidential report to us by sending an emailmessage to:support@Cenergim.com.7.DISPUTES BETWEEN USERS; RELEASE FROM DAMAGES AND CLAIMSALL DISPUTES BETWEEN USERS, INCLUDING DISPUTES BETWEEN CHALLENGERS AND INNOVATORS, ARE SOLELYBETWEEN SUCH PARTIES AND MUST BE ADDRESSED BETWEEN THOSE USERS. SHOULD YOU HAVE A DISPUTE WITHRESPECT TO ANY PRODUCT OR SERVICE PROVIDED BY ANY INNOVATOR OR THE REWARD PAID BY ANY CHALLENGER,YOU MUST ADDRESS THE DISPUTE DIRECTLY WITH THAT USER. YOU HEREBY RELEASE CENERGIM (AND OUROFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARENT, SUBSIDIARIES, OTHER AFFILIATES, SUCCESSORS,ASSIGNEES,AGENTS,REPRESENTATIVES,ADVERTISERS,MARKETINGPARTNERS,LICENSORS,CONSULTANTS,INDEPENDENT CONTRACTORS, RECRUITERS, OR CORPORATE PARTNERS, HEREINAFTER “CENERGIM ENTITIES”)FROM ANY AND ALL DISPUTES ARISING OUT OF OR IN ANY WAY CONNECTED WITH INTERACTIONS BETWEEN USERSINCLUDING CHALLENGERS AND INNOVATORS. CENERGIM IS NOT RESPONSIBLE FOR ANY DAMAGE OR HARMRESULTING FROM YOUR INTERACTIONS WITH ANY USER. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVECALIFORNIA CIVIL CODE, SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICHTHE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”8.USER CONDUCTBY USING THE PLATFORM, YOU AGREE TO:a.treat all users respectfully;b.collaborate, co-create, solve conflicts, and handle disputes in a professional manner;c.be dependable and deliver on milestones as scheduled;d.listen carefully to users and give them a chance to explain their position;e.demonstrate the necessary skill and knowledge to perform the work;f.demonstrate integrity in your workmanship; andg.be truthful and upfront about products, services and abilities.PROHIBITED CONDUCT BY USERS. BY USING THE PLATFORM, YOU AGREE NOT TO OR CAUSE ANY THIRD PARTYTO:a.use the Platform for any illegal purpose or in violation of any local, state, national, or internationallaw;b.harass, threaten, demean, embarrass, or otherwise harm any other user of the Platform;c.violate, or encourage others to violate, any right of a third party, including by infringing ormisappropriating any third party intellectual property right;d.interfere with security-related features of the Platform, including by: (i) disabling or circumventingfeatures that prevent or limit use or copying of any content; or (ii) reverse engineering or
otherwise attempting to discover the source code of any portion of the Platform except to theextent that the activity is expressly permitted by applicable law;e.take any action or upload, post, e-mail or otherwise transmit to or via the Platform any UserContent that violates any law or regulation;f.take any action or upload, post, e-mail or otherwise transmit to or via the Platform any UserContent as determined by Cenergim at its sole discretion that is illegal, harmful, threatening,violent, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasiveof another’s privacy, hateful, or racially, ethnically or otherwise objectionable;g.interfere with the operation of the Platform or any user’s use or enjoyment of the Platform,including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or othermalicious code; (ii) making any unsolicited offer or advertisement to another user of the Platform;(iii) collecting personal information about another user or third party without consent; or (iv)interfering with or disrupting any network, equipment, or server connected to or used to providethe Platform;h.“stalk”, abuse or attempt to abuse, or otherwise harass another user;i.perform any fraudulent activity including impersonating any person or entity, claiming a falseaffiliation, accessing any other Platform account without permission, or falsifying your age or dateof birth;j.sell or otherwise transfer the access granted under these Terms or any Materials (as defined inSection 10) or any right or ability to view, access, or use any Materials;k.take any action, written or otherwise, which is intended, or would reasonably be expected, toharm Cenergim or Cenergim’s affiliates or their reputation or which would reasonably beexpected to lead to unwanted or unfavorable publicity to Cenergim;l.take any actions or upload, post, e-mail or otherwise transmit to or via the Platform any UserContent that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots orother computer programming routines that are intended to damage, detrimentally interfere with,surreptitiously intercept or expropriate any system, data or Personally Identifiable Information;m.take any action or upload, post, email or otherwise transmit to or via the Platform any informationor content that would violate any right or duty under any law or under contractual or fiduciaryrelationships (including, but not limited to, any inside information, proprietary and confidentialinformation learned or disclosed as part of employment relationships or under nondisclosureagreements);n.upload, post, email or otherwise transmit to or via the Platform any unsolicited or unauthorizedadvertising, or promotional materials, that are in the nature of “junk mail,” “spam,” “chainletters,” “pyramid schemes,” or any other form of solicitation that Cenergim considers in its solediscretion to be of such nature;o.attempt to gain access to any other user’s account or password;p.charge any third party for use of the Platform;q.attempt to do any of the acts described in this Section 8 or assist or permit any person in engagingin any of the acts described in this Section 8. Any violation by you of the Terms of the foregoingmay result in immediate and permanent suspension or cancellation of your account.9.LICENSES9.1Limited License.Subject to your complete and ongoing compliance with these Terms, Cenergim grantsyou a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and usethe Platform.9.2License Restrictions.Except and solely to the extent such a restriction is impermissible under applicablelaw, you will not or cause any third party to: (a) reproduce, distribute, publicly display, or publiclyperform the Platform; (b) make modifications to the Platform; or (c) interfere with or circumvent any
feature of the Platform, including any security or access control mechanism. If you are prohibited underapplicable law from using the Platform, you may not use it.9.3Feedback. If you choose to provide input and suggestions regarding problems with or proposedmodifications or improvements to the Platform (“Feedback”), then you hereby grant Cenergim anunrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedbackin any manner and for any purpose, including to improve the Platform and create other products andservices.10.OWNERSHIPThe Platform is owned and operated by Cenergim. The visual interfaces, graphics, design, compilation,information, data, computer code (including source code or object code), products, software, services,and all other elements of the Platform (“Materials”) provided by Cenergim are protected by intellectualproperty and other laws. All Materials included in the Platform are the property of Cenergim or its thirdparty licensors. Except as expressly authorized by Cenergim, you may not make use of the Materials.Cenergim reserves all rights to the Materials not granted expressly in these Terms.11.CONFIDENTIALITY11.1Confidential Information.“Confidential Information” means any proprietary information, data, tradesecrets, or know-how, including any information disclosed either directly or indirectly in writing, orally orby inspection of tangible objects (including, without limitation, designs, research, product plans,products, services, equipment, customers, inventions, discoveries, ideas, processes, drawings, hardware,specifications,productconfigurationinformation,marketingandfinancedocuments,prototypes,samples, data sets, and equipment), whether or not designated as “confidential” disclosed by one party(“Discloser”) to the other (“Recipient”) under these Terms. For the avoidance of doubt, Challengedescription and information is Confidential Information. Confidential Information does not includeinformation which Recipient can demonstrate (i) is known to Recipient without a confidentialityobligation at the time of disclosure to Recipient by Discloser, (ii) has become publicly known and madegenerally available through no wrongful act of Recipient, or (iii) has been rightfully received by Recipientfrom a third party who is authorized to make such disclosure.11.2Use of Confidential Information.Notwithstanding anything contrary in these Terms, Recipient will not,during or subsequent to these Terms, use the Discloser’s Confidential Information for any purpose otherthan the performance of Recipient’s obligations under these Terms, or disclose Discloser’s ConfidentialInformation to any third party. For the avoidance of doubt, Cenergim may disclose certain Challengeinformation to Innovators in performance of its obligations to these Terms. As between the parties, it isunderstood that Confidential Information of Discloser shall remain the sole property of Discloser.Recipient further agrees to take all reasonable precautions to prevent any unauthorized disclosure ofDiscloser’s Confidential Information including, but not limited to, having each employee or contractor ofRecipient, if any, with access to any Discloser’s Confidential Information, execute a nondisclosureagreement containing provisions at least as protective of Confidential Information as these Terms.11.3Compelled Disclosure.If Recipient becomes legally compelled to disclose any Confidential Information,other than pursuant to a confidentiality agreement, Recipient will provide Discloser with prompt writtennotice, if legally permissible, and will use its best efforts to assist Discloser in seeking a protective orderor another appropriate remedy. If Discloser waives Recipient’s compliance with these Terms or fails toobtain a protective order or other appropriate remedy, Recipient will furnish only that portion of theConfidential Information that is legally required to be disclosed; provided that any ConfidentialInformation so disclosed shall maintain its confidentiality protection for all purposes other than suchlegally compelled disclosure.
11.4Return of Materials.Upon the termination of these Terms, or upon Discloser’s earlier request, Recipientwill destroy all Confidential Information that Recipient may have in Recipient’s possession or control andprovide written certification of such destruction.12.THIRD PARTY TERMS12.1Third Party Services and Linked Websites. Cenergim may provide tools through the Platform that enableyou to export information, including User Content, to third party services, including through features thatallow you to link your account on Cenergim with an account on the third party service, such ascollaboration tools for co-creation or ecommerce services for revenue sharing. By using one of thesetools, you agree that Cenergim may transfer that information to the applicable third party service. Thirdparty services are not under Cenergim’s control, and, to the fullest extent permitted by law, Cenergim isnot responsible for any third party service’s use of your exported information. The Platform may alsocontain links to third party websites. Linked websites are not under Cenergim’s control, and Cenergim isnot responsible for their content.12.2Third Party Software.The Platform may include or incorporate third party software components that aregenerally available free of charge under licenses granting recipients broad rights to copy, modify, anddistribute those components (“Third Party Components”). Although the Platform is provided to yousubject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrictyou from obtaining Third Party Components under the applicable third party licenses or to limit your useof Third Party Components under those third party licenses.13.USER CONTENT13.1User Content Generally. Certain features of the Platform may permit users to upload content to thePlatform, including messages, reviews, photos, video, images, folders, data, text, and other types ofworks (“User Content”) and to publish User Content on the Platform. You retain any copyright and otherproprietary rights that you may hold in the User Content that you post to the Platform.13.2Limited License Grant to Cenergim. By providing User Content to or via the Platform, you grant Cenergima worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right tosublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting fordisplay, and distribute your User Content, in whole or in part, in any media formats and through anymedia channels now known or hereafter developed.13.3Limited License Grant to Other Users. By providing User Content to or via the Platform to other users ofthe Platform, you grant those users a non-exclusive license to access that User Content as permitted bythese Terms and the functionality of the Platform.13.4User Content Representations and Warranties. Cenergim disclaims any and all liability in connection withUser Content. You are solely responsible for your User Content and the consequences of providing UserContent via the Platform. By providing User Content via the Platform, you affirm, represent, and warrantthat:a.you are the creator and owner of the User Content, or have the necessary licenses, rights,consents, and permissions to authorize Cenergim and users of the Platform to use and distributeyour User Content as necessary to exercise the licenses granted by you in this Section, in themanner contemplated by Cenergim, the Platform, and these Terms;b.your User Content, and the use of your User Content as contemplated by these Terms, does notand will not: (i) infringe, violate, or misappropriate any third party right, including any copyright,
trademark, patent, trade secret, moral right, privacy right, right of publicity, or any otherintellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy,publicity or other property rights of any other person; or (iii) cause Cenergim to violate any law orregulation; andc.your User Content could not be deemed by a reasonable person to be objectionable, profane,indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.13.5User Content Disclaimer. We are under no obligation to edit or control User Content that you or otherusers post or publish, and will not be in any way responsible or liable for User Content. Cenergim may,however, at any time and without prior notice, screen, remove, edit, or block any User Content that inour sole judgment violates these Terms or is otherwise objectionable. You understand that when usingthe Platform you will be exposed to User Content from a variety of sources and acknowledge that UserContent may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, anylegal or equitable right or remedy you have or may have against Cenergim with respect to User Content.If notified by a user or content owner that User Content allegedly does not conform to these Terms, wemay investigate the allegation and determine in our sole discretion whether to remove the User Content,which we reserve the right to do at any time and without notice. For clarity, Cenergim does not permitcopyright-infringing activities on the Platform.13.6Monitoring Content. Cenergim does not control and does not have any obligation to monitor: (a) UserContent; (b) any content made available by third parties; or (c) the use of the Platform by its users. Youacknowledge and agree that Cenergim reserves the right to, and may from time to time, monitor any andall information transmitted or received through the Platform for operational and other purposes. If atany time Cenergim chooses to monitor the content, Cenergim still assumes no responsibility or liabilityfor content or any loss or damage incurred as a result of the use of content. During monitoring,information may be examined, recorded, copied, and used in accordance with our Privacy Policy. IfCenergim finds that a user is in violation of Section 6 (Exclusivity) or more specifically Section 6.2 (Non-Circumvention) of these Terms, Cenergim may invoice the user amounts owed and terminate youraccount.13.7Ratings and Reviews. Users may discreetly rate and review other users; you understand and agree thatwhile all reviewers must comply with these Terms, we are not obligated to remove negative ratings orreviews, except as may be required by law.14.DIGITAL MILLENIUM COPYRIGHT ACT14.1DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable toInternet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Platform, you may contact our Designated Agent at thefollowing address:Cenergim, Corp.ATTN: Legal Department (Copyright Notification)15166 Los Gatos BlvdLos Gatos, CA 95032(650) 309.4000Email:legal@Cenergim.comAny notice alleging that materials hosted by or distributed through the Platform infringe intellectualproperty rights must comply and include the following information:a.an electronic or physical signature of the person authorized to act on behalf of the owner of thecopyright or other right being infringed;
b.a description of the copyrighted work or other intellectual property that you claim has beeninfringed;c.a description of the material that you claim is infringing and where it is located on the Platform;d.your address, telephone number, and email address;e.a statement by you that you have a good faith belief that the use of the materials on the Platformof which you are complaining is not authorized by the copyright owner, its agent, or the law; andf.a statement by you that the above information in your notice is accurate and that, under penaltyof perjury, you are the copyright or intellectual property owner or authorized to act on thecopyright or intellectual property owner’s behalf.14.2Repeat Infringers. Cenergim will promptly terminate the accounts of users that are determined byCenergim to be repeat infringers.15.MODIFICATIONS15.1Modification of these Terms of these Terms.We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If achange to these Terms materially modifies your rights or obligations, we may require that you accept themodified Terms in order to continue to use the Platform. Material modifications are effective upon youracceptance of the modified Terms. Immaterial modifications are effective upon publication. Except asexpressly permitted in this Section 15, these Terms may be amended only by a written agreement signedby authorized representatives of the parties to these Terms. Disputes arising under these Terms will beresolved in accordance with the version of these Terms that was in effect at the time the dispute arose.15.2Modification of the Platform.Cenergim reserves the right to modify or discontinue the Platform at anytime (including by limiting or discontinuing certain features of the Platform), temporarily or permanently,without notice to you. Cenergim will have no liability for any change to the Platform or any suspension ortermination of your access to or use of the Platform.16.TERMS AND TERMINATION16.1Term.These Terms are effective beginning when you accept the Terms or first download, install, access,or use the Platform, and ending when terminated as described in Section 16.2.16.2Termination.If you violate any provision of these Terms, your authorization to access the Platform andthese Terms automatically terminate. In addition, Cenergim may, at its sole discretion, terminate theseTerms or your account on the Platform, or suspend or terminate your access to the Platform, at any timefor any reason or no reason, with or without notice. You may deactivate your account and these Terms atany time by sending us a letter or by contacting customer service atsupport@Cenergim.com.16.3Effect of Termination.Upon termination of these Terms: (a) your license rights will terminate and youmust immediately cease all use of the Platform; (b) you will no longer be authorized to access youraccount or the Platform; (c) you must pay Cenergim any unpaid amount that was due prior totermination; and (d) all payment obligations accrued prior to termination. Sections 6, 7, 9.3, 10, 11, 16.3,17, 18, 19, 20, and 21 survive any termination or expiration of these Terms.17.INDEMNITYTo the fullest extent permitted by law, you are responsible for your use of the Platform, and you will defendand indemnify Cenergim and Cenergim Entities (as defined in Section 7) from and against every claim broughtby a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and
costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Platform; (b) yourviolation of any portion of these Terms, any representation, warranty, or agreement referenced in theseTerms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectualproperty right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue betweenyou and any third party. We reserve the right, at our own expense, to assume the exclusive defense andcontrol of any matter otherwise subject to indemnification by you (without limiting your indemnificationobligations with respect to that matter), and in that case, you agree to cooperate with our defense of thoseclaims.18.DISCLAIMERS; NO WARRANTIESTHE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS”AND ON AN “AS AVAILABLE” BASIS. CENERGIM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS ORIMPLIED, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM,INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING,USAGE, OR TRADE. CENERGIM DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM, ORANY MATERIALS OR CONTENT OFFERED THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, SECURE, OR FREE OFERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CENERGIM DOES NOT WARRANT THAT ANY OF THOSEISSUES WILL BE CORRECTED.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM ORCENERGIM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANYWARRANTY REGARDING ANY OF THE CENERGIM ENTITIES OR THE PLATFORM THAT IS NOT EXPRESSLY STATED INTHESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE PLATFORM AND YOURDEALING WITH ANY OTHER PLATFORM USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THEPLATFORM AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TOYOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THEPLATFORM) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BYLAW. CENERGIM DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT CENERGIM IS PROHIBITED FROMDISCLAIMING UNDER APPLICABLE LAW.19.LIMITATION OF LIABILITYTO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CENERGIM ENTITIES BE LIABLE TO YOU FORANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OFPROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USEOF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY MATERIALS OR CONTENT ON THE PLATFORM,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGALTHEORY, AND WHETHER OR NOT ANY CENERGIM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.EXCEPT AS PROVIDED IN SECTION 20.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITYOF THE CENERGIM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANYINABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT,TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO CENERGIM FORACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISETO CLAIM; OR (B) $100.EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES,OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESETERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACHOF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THELIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.20.DISPUTE RESOLUTION AND ARBITRATION
20.1Generally. In the interest of resolving disputes between you and Cenergim in the most expedient andcost effective manner, and except as described in Section 20.2, you and Cenergim agree that everydispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is lessformal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allowfor more limited discovery than in court, and can be subject to very limited review by courts. Arbitratorscan award the same damages and relief that a court can award. This agreement to arbitrate disputesincludes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort,statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arisesduring or after the termination of these Terms.YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTOTHESE TERMS, YOU AND CENERGIM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE INA CLASS ACTION.20.2Exceptions. Despite the provisions of Section 20.1, nothing in these Terms will be deemed to waive,preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claimscourt; (b) pursue an enforcement action through the applicable federal, state, or local agency if thataction is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in acourt of law to address an intellectual property infringement claim.20.3Arbitrator. Any arbitration between you and Cenergim will be settled under the Federal Arbitration Actand administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules(collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are availableonline atwww.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Cenergim. The arbitratorhasexclusiveauthoritytoresolveanydisputerelatingtotheinterpretation,applicability,orenforceability of this binding arbitration agreement.20.4Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice ofthe dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only ifthat other party has not provided a current physical address, then by electronic mail (“Notice ofArbitration”). Cenergim’s address for Notice is: Cenergim, Corp., 15166 Los Gatos Blvd, Los Gatos, CA95032. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b)set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve theclaim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice ofArbitration is received, you or Cenergim may commence an arbitration proceeding. All arbitrationproceedings between the parties will be confidential unless otherwise agreed by the parties in writing.During the arbitration, the amount of any settlement offer made by you or Cenergim must not bedisclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If thearbitrator awards you an amount higher than the last written settlement amount offered by Cenergim insettlement of the dispute prior to the award, Cenergim will pay to you the higher of: (i) the amountawarded by the arbitrator; or (ii) $10,000.20.5Fees. If you commence arbitration in accordance with these Terms, Cenergim will reimburse you for yourpayment of the filing fee, unless your claim is for more than $10,000, in which case the payment of anyfees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreedupon in San Jose, California, but if the claim is for $10,000 or less, you may choose whether thearbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b)through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by theAAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substanceof your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (asmeasured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of allfees will be governed by the AAA Rules. In that case, you agree to reimburse Cenergim for all moniespreviously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless ofthe manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision
sufficient to explain the essential findings and conclusions on which the decision and award, if any, arebased. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement offees or expenses at any time during the proceeding and upon request from either party made within 14days of the arbitrator’s ruling on the merits.20.6No Class Actions.YOU AND CENERGIM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY INYOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASSOR REPRESENTATIVE PROCEEDING.Further, unless both you and Cenergim agree otherwise, the arbitratormay not consolidate more than one person’s claims, and may not otherwise preside over any form of arepresentative or class proceeding.20.7Modifications to this Arbitration Provision. If Cenergim makes any future change to this arbitrationprovision, other than a change to Cenergim’s address for Notice of Arbitration, you may reject thechange by sending us written notice within 30 days of the change to Cenergim’s address for Notice ofArbitration, in which case your account with Cenergim will be immediately terminated and thisarbitration provision, as in effect immediately prior to the changes you rejected will survive.20.8Enforceability. If Section 20.6 is found to be unenforceable or if the entirety of this Section 20 is found tobe unenforceable, then the entirety of this Section 20 will be null and void and, in that case, the partiesagree that the exclusive jurisdiction and venue described in Section 21.3 will govern any action arisingout of or related to these Terms.21.MISCELLANEOUS21.1General Terms. These Terms, together with the Privacy Policy and any other agreements expresslyincorporated by reference into these Terms, are the entire and exclusive understanding and agreementbetween you and Cenergim regarding your use of the Platform. You may not assign or transfer theseTerms or your rights under these Terms, in whole or in part, by operation of law or otherwise, withoutour prior written consent. We may assign these Terms at any time without notice or consent. Thefailure to require performance of any provision will not affect our right to require performance at anyother time after that, nor will a waiver by us of any breach or default of these Terms, or any provision ofthese Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use ofsection headers in these Terms is for convenience only and will not have any impact on theinterpretation of any provision. Throughout these Terms the use of the word “including” means“including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, theunenforceable part will be given effect to the greatest extent possible, and the remaining parts willremain in full force and effect.21.2Relationship of the Parties.These Terms do not create any agency, partnership, or joint venturebetween the parties.The relationship of parties established by these Terms is that of independentcontractors, and nothing contained in these Terms should be construed to give either party the powerto act as an agent or direct or control the day-to-day activities of the other.21.3Governing Law. These Terms are governed by the laws of the State of California without regard toconflict of law principles. You and Cenergim submit to the personal and exclusive jurisdiction of thestate courts and federal courts located within San Jose, California for resolution of any lawsuit or courtproceeding permitted under these Terms. We operate the Platform from our offices in California, andwe make no representation that Materials included in the Platform are appropriate or available for usein other locations.
21.4Privacy Policy. Please read the Cenergim Privacy Policy [link to privacy policy] carefully for informationrelating to our collection, use, storage, disclosure of your personal information. The Cenergim PrivacyPolicy is incorporated by this reference into, and made a part of, these Terms.21.5Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelinesapplicable to the Platform or certain features of the Platform that we may post on or link to from thePlatform (the “Additional Terms”). All Additional Terms are incorporated by this reference into, andmade a part of, these Terms.21.6Consent to Electronic Communications. By using the Platform, you consent to receiving certainelectronic communications from us as further described in our Privacy Policy. Please read our PrivacyPolicy to learn more about our electronic communications practices. You agree that any notices,agreements, disclosures, or other communications that we send to you electronically will satisfy anylegal communication requirements, including that those communications be in writing.21.7Contact Information. The Platform is offered by Cenergim, Corp., located at 15166 Los Gatos Blvd, LosGatos, CA 95032. You may contact us by sending correspondence to that address or by emailing us atsupport@Cenergim.com.21.8RSS Feed.The Cenergim RSS (really simple syndication) service is a means by which Cenergim offersfeeds of Cenergim content (“RSS Content”) to visitors who use RSS aggregators. These Terms governyour use of the RSS Content and may be changed by Cenergim at any time without notice. The RSSContent is offered by Cenergim for non-commercial use. You must use the RSS Content as provided byCenergim, and you may not edit or modify the text, content or links supplied by Cenergim. Cenergimretains all ownership and other rights in the RSS Content. The RSS Content may be used only with thoseplatforms from which a functional link is made available that, when accessed, takes the viewer directlyto the Site. You may not display the RSS Content in a manner that does not permit successful linking to,redirection to, or delivery of the applicable Site page. You may not insert any intermediate page, splashpage, or other content between the RSS Content link and the applicable Site page. You must provideattribution to Cenergim in connection with your use of the RSS Content.21.9No Support. We are under no obligation to provide support for the Platform. In instances where we mayoffer support, the support will be subject to published policies.21.10International Use. The Platform is intended for visitors located within the United States. We make norepresentation that the Platform is appropriate or available for use outside of the United States. Accessto the Platform from countries or territories or by individuals where such access is illegal is prohibited.21.11No Third Party Reliance.You agree that you will not present to third parties any content or material in amanner that could be construed as conveying sponsorship, endorsement, option, or representation orwarranty of Cenergim. These Terms shall have no third party beneficiaries.21.12Force Majeure.We will not be liable for any delay or failure to perform any obligation under theseTerms where the delay or failure results from any cause beyond our reasonable control, including actsof God, labor disputes or other industrial disturbances, electrical or power outages, utilities or othertelecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes,riots, acts or orders of government, acts of terrorism, or war.21.13Export Controls.You represent and warrant that you will not use or otherwise export or re-exportanything exchanged or transferred between Cenergim or with other users pursuant to these Terms orany executed Challenge Agreement except as authorized by United States law and the laws of thejurisdiction in which it was obtained. In particular but without limitation, the Platform, Materials,
Challenges, Challenge resolutions, Confidential Information, technical data, intellectual property,technology, software and/or items (collectively “Technology”) exchanged between users and Cenergimmay not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S.Treasury Department’s list of Specially Designated Nationals or the U.S. Department of CommerceDenied Person’s List or Entity List. By entering into these Terms, you represent and warrant that you arenot located in any such country or on any such list. Furthermore, you represent and warrant that youwill not use any Technology exchanged for any purposes prohibited by United States law, including,without limitation, the development, design, manufacture or production of missiles, or nuclear,chemical or biological weapons. In the event you become aware of any suspected violations of thisparagraph, you must promptly notify Cenergim of such suspected violation, and cooperate withCenergim in any subsequent investigation.21.14Language.All communications and notices made or given pursuant to these Terms must be in theEnglish language. If we provide a translation of the English language version of these Terms, the Englishlanguage version of these Terms will control if there is any conflict.
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