Ever.green Terms of Service

Welcome, and thank you for your interest in Evergreen Renewables Inc. (“Ever.green,” “we,” or “us”) and our website at ever.green, along with our related websites, networks, applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Ever.green regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING EVER.GREEN’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND EVER.GREEN'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Ever.green AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Ever.green ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 16)

IMPORTANT DISCLAIMER. EVER.GREEN AND ITS AFFILIATES DO NOT PROVIDE TAX, LEGAL OR ACCOUNTING ADVICE. THIS MATERIAL HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, TAX, LEGAL OR ACCOUNTING ADVICE. YOU SHOULD CONSULT YOUR OWN TAX, LEGAL AND ACCOUNTING ADVISORS BEFORE ENGAGING IN ANY TRANSACTION. YOU FURTHER ACCEPT AND ACKNOWLEDGE THAT (I) TAX LAWS AND REGULATIONS AND/OR THEIR INTERPRETATION IN PARTICULAR ARE SUBJECT TO CHANGE AT ANY TIME, AND SUCH CHANGES MAY BE RETROACTIVE IN EFFECT AND MAY BE APPLICABLE TO ANY SERVICE RENDERED BEFORE THEIR EFFECTIVE DATES, (II) ADDITIONAL OFFICIAL IRS GUIDANCE FOR THE INFLATION REDUCTION ACT OF 2022 MAY BE ISSUED. YOU ARE FURTHER ADVISED THAT IN PREPARING MATERIALS AND CONTENT ON THIS WEBSITE, EVER.GREEN (I) HAS PRIMARILY RELIED ON INFORMATION PROVIDED BY DEVELOPERS, THIRD PARTIES AND GENERALLY RECOGNIZED PUBLIC SOURCES WITHOUT HAVING INDEPENDENTLY VERIFIED THE SAME; (II) DOES NOT ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION, INCLUDING INFORMATION RECEIVED FROM ANY THIRD PARTY; AND (III) DOES NOT MAKE AN APPRAISAL OF ANY TAX CREDITS OR RENEWABLE ENERGY CERTIFICATES.

FURTHERMORE, EVER.GREEN IS NOT AND IS NOT REGISTERED AS AN INVESTMENT ADVISOR OR BROKER-DEALER UNDER ANY STATE OR FEDERAL SECURITIES LAWS. EVER.GREEN DOES NOT MAKE ANY RECOMMENDATIONS OR PROVIDE ANY ADVICE ABOUT INVESTMENTS, AND NO COMMUNICATION, THROUGH THIS WEBSITE OR IN ANY OTHER MEDIUM, SHOULD BE CONSTRUED AS A RECOMMENDATION FOR ANY SECURITY.

NOTICE REGARDING BAKER TILLY. EVER.GREEN BELIEVES THAT ITS CLIENTS MAY BENEFIT FROM ADDITIONAL TAX SERVICES (THE “BAKER TILLY SERVICES”) PROVIDED BY BAKER TILLY US, LLP (“BAKER TILLY”). ACCORDINGLY, EVER.GREEN HAS ENTERED INTO A COLLABORATION AGREEMENT WITH BAKER TILLY TO MAKE THESE SERVICES AVAILABLE TO ITS CLIENTS. TO UTILIZE THESE SERVICES, YOU WILL HAVE TO ENTER INTO A SEPARATE ENGAGEMENT LETTER WITH BAKER TILLY, AND THE DECISION TO DO SO WILL BE YOURS BASED UPON YOUR OWN ANALYSIS.

IN ADDITION TO ANY SUMS PAID BY YOU TO BAKER TILLY FOR THE BAKER TILLY SERVICES IN CONNECTION WITH YOUR USE OF THE EVER.GREEN SERVICE, BAKER TILLY WILL BE PAID A FEE BY EVER.GREEN. THIS FEE WILL BE EQUAL TO SEVEN PERCENT OF THE TAX-CREDIT TRANSACTION FEES ON THE EVER.GREEN MARKETPLACE THAT ARE BOTH (I) EARNED IN CONNECTION WITH AND (II) PAYABLE CONTINGENT UPON THE CONSUMMATION OF TRANSFERS OF TAX-CREDITS ON THE EVER.GREEN MARKETPLACE ON A BASIS COMPLIANT WITH INTERNAL REVENUE SERVICE CIRCULAR 230. YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND ACCEPT THAT THE FEE BEING PAID TO BAKER TILLY BY EVER.GREEN IS NOT BEING PAID SOLELY FOR REFERRALS.

EVER.GREEN WILL WORK WITH YOU AT YOUR REQUEST TO HELP FACILITATE THE PROVISION OF BAKER TILLY SERVICES BY BAKER TILLY. HOWEVER, NEITHER PARTY WILL SUPERVISE OR MONITOR THE OTHER’S PERFORMANCE OF SERVICES OR PROVISION OF THE SERVICE IN ANY MANNER AND EACH PARTY DOES NOT ASSUME RESPONSIBILITY FOR THE OTHER PARTY’S WORK PRODUCT. WITH RESPECT TO BAKER TILLY SERVICES, YOU ARE RESPONSIBLE FOR EVALUATION, SELECTING AND RETAINING BAKER TILLY AND DETERMINING WHETHER THEIR SERVICES MEET YOUR NEEDS.

1.     Ever.green Service Overview. We provide a platform through which institutional investors and businesses may fund the construction of new renewable energy and purchase clean energy. The Service includes:

1.1.  certain proprietary software, document storage and management, data and document analytics, contract templates, and related advisory tools and processes (collectively, the “Tax Credit Services”), designed to (i) assist developers (“Developers”) of renewable energy facilities (“Projects”) in establishing eligibility for federal energy property tax credits that may be available to Projects pursuant to Sections 38, 45, 45Q, 45U, 45V, 45Z, 48, 48C, and 48E of the Internal Revenue Code of 1986, as amended (“Tax Credits”), and (ii) connect potential buyers of Tax Credits (“Buyers”), Developers, and other potential sellers of Tax Credits so that such parties can efficiently execute Tax Credits transactions (“Tax Credit Transactions”).

1.2.  certain proprietary software, contract templates, data analytics, and related advisory tools and processes intended to aggregate potential buyers and sellers of environmental attributes associated with Projects (the “REC Services”).

1.3.  certain optional proprietary add-on features, such as structured virtual deal and data rooms designed for the exchange of confidential and proprietary information related to specific Tax Credit Transactions between Developers and Buyers (the “Data Rooms”).

2.     Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3.     Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at hello@ever.green.

3.1. Site Information. After you register your account, you may also provide us with location, address, and other information related to prospective Project sites (“Site Information”). While we have no plans to provide any Site Information to third parties, we are under no confidentiality obligations with respect to the Site Information unless and until a separate non-disclosure agreement pertaining to such information is entered into (which may include a Platform Agreement, defined below).

3.2. Platform Agreements. In order to utilize all functionalities of the Tax Credit Services, including the arrangement of Tax Credit Transactions, you must (i) pass an initial screening, which consists of meeting with and being approved by our team, and (ii) enter into a written agreement with us that grants you additional access to the Tax Credit Services and authorizes us to introduce you to, and share Site Information with, Buyers (the “Platform Agreement”).

3.3. Non-Disclosure Agreements. In order to utilize all functionalities of the Service including the Data Rooms, you will be required to enter into a written non-disclosure agreement with Ever.green (a “Non-Disclosure Agreement”). You may, in your sole discretion, decide to enter into Non-Disclosure Agreements with other users of the Service, including the Data Rooms, prior to sharing any confidential or proprietary information with such users. Ever.green is not responsible for monitoring or enforcing any Non-Disclosure Agreements between users, to which Ever.green is not a party.

Following execution of any Non-Disclosure Agreement and/or Platform Agreement, and in connection with any transactions into which you may enter using the Service, you may be required to provide additional information to Ever.green subject to non-disclosure obligations, as may be further described in a Platform Agreement. You agree to provide Ever.green with all information requested, in a timely manner, to cause your controlled affiliates, representatives, agents and relevant contractors to provide Evergreen with any such information, and to provide any reasonable assistance as may be required to properly provide the Service. You accept and acknowledge that Ever.green and its representatives will be using and relying primarily on the information from you, other users of the Service and information available from generally recognized public sources in performing the Service without having independently verified the same, and does not assume responsibility for the accuracy or completeness of the information, including information received from you or any other user. You acknowledge that inaccuracy, incompleteness or tardiness in the delivery of information to Ever.green, whether or not your personnel knew or should have known that such information was not complete, accurate or current, could have a material effect on the quality of the Service provided.

4.     Licenses

4.1. Limited License. Subject to your complete and ongoing compliance with these Terms, Ever.green grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.

4.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism, or (d) use any feature of the Service, or any Site Information including the identity of any potential seller or buyer of Tax Credits or environmental attributes, for any purpose other than your participation in Tax Credit Transactions or the sale and purchase of environmental attributes, in each case through the Service and after signing a Platform Agreement (unless such requirement is waived by Ever.green). If you are prohibited under applicable law from using the Service, you may not use it.

4.3. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Ever.green an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

5.     Ownership; Proprietary Rights. The Service is owned and operated by Ever.green. 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 Service (“Materials”) provided by Ever.green are protected by intellectual property and other laws. All Materials included in the Service are the property of Ever.green or its third party licensors. Except as expressly authorized by Ever.green, you may not make use of the Materials. Ever.green reserves all rights to the Materials not granted expressly in these Terms.‍

6.     Data Rooms User Content

6.1. User Content Generally. The Data Rooms permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to each Data Room, including images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Data Rooms, subject to the licenses granted in these Terms.

6.2. Limited License Grant to Ever.green. By Posting User Content to or via the Data Rooms, you grant Ever.green a worldwide, non-exclusive, revocable, royalty-free, fully paid right and license to host, store, and display your User Content within the Data Rooms. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Ever.green’s exercise of the license set forth in this Section.

6.3. Limited License Grant to Other Users. By Posting User Content to or via the Data Rooms, you grant other users who are authorized to access your User Content a worldwide, non-exclusive, revocable, royalty-free, fully paid right and license to access your User Content solely for the limited purpose of evaluating or executing a Tax Credit Transaction with you.

6.4. You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content as set forth in this Section. Ever.green disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

    6.4.1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ever.green and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Ever.green, the Service, and these Terms;

    6.4.2. your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, 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 Ever.green to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

    6.4.3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

6.5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Ever.green may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Ever.green with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may 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, Ever.green does not permit infringing activities on the Service.

6.6. Monitoring Content. Ever.green does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Ever.green reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Ever.green chooses to monitor the content, then Ever.green still assumes no responsibility or liability for 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 (defined below). Ever.green may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

7.     Intellectual Property Rights Protection.

7.1. Respect of Third Party Rights. Ever.green respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

7.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

Evergreen Renewables Inc.
Attn: Legal Department (IP Notification)
240 2nd Ave S #300, Seattle WA 98104
Email: ip-infringement@ever.green

7.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

    7.3.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

    7.3.2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;

    7.3.3. a description of the material that you claim is infringing and where it is located on the Service;

    7.3.4. your address, telephone number, and email address;

    7.3.5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and

    7.3.6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by Ever.green with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Ever.green making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

7.4. Repeat Infringers. Ever.green’s policy is to: (a) remove or disable access to material that Ever.green believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Ever.green will terminate the accounts of users that are determined by Ever.green to be repeat infringers. Ever.green reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

7.5. Counter Notification. If you receive a notification from Ever.green that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Ever.green with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Ever.green’s Designated Agent through one of the methods identified in Section 7.2, and include substantially the following information:

    7.5.1. your physical or electronic signature;

    7.5.2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

    7.5.3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

    7.5.4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Ever.green may be found, and that you will accept service of process from the person who provided notification under Section 7.2 above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

7.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Ever.green in response to a Notification of Claimed Infringement, then Ever.green will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Ever.green will replace the removed User Content or cease disabling access to it in 10 business days, and Ever.green will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Ever.green’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Ever.green’s system or network.

7.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Ever.green relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Ever.green reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

8.     Third Party Terms

8.1. Third Party Services and Linked Websites. Ever.green may provide tools through the Service that enable you to export information to third party services. By using one of these tools, you agree that Ever.green may transfer that information to the applicable third party service. Third party services are not under Ever.green’s control, and, to the fullest extent permitted by law, Ever.green is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Ever.green’s control, and Ever.green is not responsible for their content.

8.2. Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.‍

9.     Communications. ‍

9.1. Emails. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.‍

10.    Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

10.1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

10.2.  violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

10.3.  interfere with security-related features of the Service, including by: (i) disabling or circumventing features 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 Service except to the extent that the activity is expressly permitted by applicable law;

10.4.  interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (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 provide the Service;

10.5.  perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;

10.6.  sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view, access, or use any Materials; or

10.7.  attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11.     Modification 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 a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.‍

12.  Term, Termination and Modification of the Service

12.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2.

12.2. Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Ever.green may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by] contacting customer service and requesting that your account be terminated at hello@ever.green.

12.3.  Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Ever.green any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 4.3, 5, 12.3, 13, 14, 15, 16 and 17 will survive.

12.4.  Modification of the Service. Ever.green reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Ever.green will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

13.  Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Ever.green and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Ever.green Entities”) from and against every claim brought by 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 Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14.  Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EVER.GREEN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, 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. EVER.GREEN DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EVER.GREEN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR EVER.GREEN ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE EVER.GREEN ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Ever.green does not disclaim any warranty or other right that Ever.green is prohibited from disclaiming under applicable law.

15.  Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EVER.GREEN ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EVER.GREEN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EVER.GREEN ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO EVER.GREEN FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO 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 THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.‍

16.  Dispute Resolution and Arbitration

16.1.  Generally. In the interest of resolving disputes between you and Ever.green in the most expedient and cost effective manner, and except as described in Section 16.2 and 16.3, you and Ever.green agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes 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 arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Ever.green ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.2.  Exceptions. Despite the provisions of Section 16.1, 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 claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16.3.  Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 within 30 days after the date that you agree to these Terms by sending a letter to EverGreen Renewables Inc., Attention: Legal Department – Arbitration Opt-Out, 240 2nd Ave S #300, Seattle WA 98104 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Ever.green receives your Opt-Out Notice, this Section 16 will be void and any action arising out of these Terms will be resolved as set forth in Section 17.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

16.4.  Arbitrator. Any arbitration between you and Ever.green will be settled under the Federal Arbitration Act and 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 available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ever.green. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

16.5.  Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Ever.green’s address for Notice is: EverGreen Renewables Inc., 240 2nd Ave S #300, Seattle WA 98104. 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 the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Ever.green may commence an arbitration proceeding. All arbitration proceedings 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 Ever.green must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Ever.green in settlement of the dispute prior to the award, Ever.green will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

16.6.  Fees. If you commence arbitration in accordance with these Terms, Ever.green will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in King County, Washington, but if the claim is for $10,000 or less, you may choose whether the arbitration 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 the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ever.green for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the 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, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

16.7.  No Class Actions. YOU AND Ever.green AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ever.green agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16.8.  Modifications to this Arbitration Provision. If Ever.green makes any future change to this arbitration provision, other than a change to Ever.green’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Ever.green’s address for Notice of Arbitration, in which case your account with Ever.green will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

16.9.  Enforceability. If Section 16.7 or the entirety of this Section 16 is found to be unenforceable, or if Ever.green receives an Opt-Out Notice from you, then the entirety of this Section 16 will be null and void and, in that case, exclusive jurisdiction and venue described in Section 17.2 will govern any action arising out of or related to these Terms.

17.  Miscellaneous

17.1.  General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Ever.green regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation 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, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.2.  Governing Law. These Terms are governed by the laws of the State of Washington without regard to conflict of law principles. You and Ever.green submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Washington, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

17.3.  Privacy Policy. Please read the Ever.green Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Ever.green Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

17.4.  Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

17.5.  Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy 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 any legal communication requirements, including that those communications be in writing.

17.6.  Contact Information. The Service is offered by EverGreen Renewables Inc., located at 240 2nd Ave S #300, Seattle WA 98104. You may contact us by sending correspondence to that address or by emailing us at info@ever.green.

17.7.  Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

17.8.  No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

17.9.  International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.