Terms of Service
Moneytree Sustainability Inc. – Terms of Service
Moneytree Sustainability Inc., a Delaware corporation, (hereinafter, “Moneytree,” “we,” “us,” and/or “our”) owns and operates the Moneytree website located at https://www.moneytreepower.com (the “Site”) and the Moneytree proprietary software platform that provides energy management and payment services for rental properties serviced by Solar Energy Systems (the “Moneytree Platform”).
When we refer to the “Services” throughout these Terms of Service(hereinafter, these “Terms”), we mean the Site, the Moneytree Platform, and any other products, websites, services, applications and/or other products offered by Moneytree that include a link and/or reference to these Terms, and any related services and/or new features and/or functionality provided by us through or in connection with any of the foregoing.
ACCEPTANCE OF THESE TERMS: IMPORTANT -- PLEASE READ THESE TERMS CAREFULLY. These Terms set forth the legally binding terms and conditions between you (“you” and/or “your”) and Moneytree governing your access and use of theServices. By accessing or using the Services in any manner, including, but not limited to, visiting, browsing, or logging into the Site, you expressly: (1)acknowledge that you have read, understand, and agree to be bound by all the terms and conditions set forth in these Terms, (2) affirm, represent and warrant that you meet the eligibility requirements set forth in Section 1 of these Terms and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and (3) that you are entering into these Terms with Moneytree Sustainability Inc., a Delaware corporation.
NOTICE OF AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTIONS: THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST MONEYTREE TO BINDING AND FINAL ARBITRATION AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AS SET FORTH IN SECTION 12.
NOTICE OFWARRANTY & LIABILITY DISCLAIMERS: PLEASE BE ADVISED THAT MONEYTREE DOES NOT PROVIDE ANY WARRANTIES TO YOU AND THESE TERMS LIMIT OUR LIABILITY TO YOU. PLEASE SEE SECTION 9 FOR FURTHER INFORMATION.
YOU MAY NOT ACCESS OR USE THE SERVICES (OR ANY PART THEREOF) IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW.
“Account” means a user account for the Moneytree Platform.
“Account Requirements” has the meaning set forth in Section 5.2 below.
“Additional Terms” has the meaning set forth in Section 3.2 below.
“Analytics” has the meaning set forth inSection 7.2 below.
“Content” means content, messages, data, text, graphics, images, photos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including without limitation Analytics and Data Insights, but excluding Personal Data.
“Data Insights” has the meaning set forth inSection 7.2 below.
“Dispute” means a dispute between you and Moneytree arising out of or relating to these Terms, the Services (or any part thereof), and/or any Content, materials, and/or services provided by Moneytree hereunder.
“Dispute Notice” has the meaning set forth inSection 12.3 below.
“Landlord” means the real estate property manager and/or property owner of a Serviced Property.
“Feedback” has the meaning set forth in Section 7.3 below.
“Force Majeure” means circumstances beyond Moneytree’s reasonable control, including without limitation, acts of God, fire, earthquake, flood, telecommunications or Internet failure, labor dispute, shortage of materials, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or any other event beyond the reasonable control of Moneytree.
“Payment Account” means the permitted account you designate from which your payments to Moneytree will be deducted through your Payment Method, including your checking account or credit card account.
“Payment Method” means a permitted payment method used to fund a transaction through the Moneytree Platform, including but not limited to ACH, credit or debit cards.
“Personal Data” means personally identifiable information.
“Power Purchase Agreement” means a written agreement whereby a Tenant agrees to purchase solar energy from a Landlord for a Serviced Property and authorizes Moneytree to access the Tenant’s Utility account and pay the Utility bill on Tenant’s behalf.
“Serviced Property” means a Tenant’s residence that receives power from a Solar Energy System managed by Moneytree.“
Solar Energy System” means a photovoltaic solar energy system, which may include related features specified in the applicable Power Purchase Agreement, such as integrated batteries and electric vehicle charging equipment. “Tenant” means a current or former tenant of a Serviced Property.
“Third Party Integrations” means certain third party products, services or software that Moneytree may embed and/or integrate into theServices and/or enable you to connect and/or use in connection with theServices, that are not owned, controlled, or operated by Moneytree and which are subject to separate terms and conditions of the applicable third party provider.
“User Data” has the meaning set forth in Section 5.10 below.
“Utility” means a regulated utility company that supplies electricity and/or natural gas to Tenant.
“Utility Data Provider” means Arcadia Power, Inc. (including any successor company) or any other third party that the Moneytree Platform integrates with to receive access to Utility data.
2.1. You must be at least 18 years old or the applicable age of majority in your jurisdiction to use the Services. 2.2. If you use the Services on behalf of a corporation or any other legal entity, you represent and warrant that you are authorized to do so, and the corporation or other legal entity shall be fully responsible and liable for your actions or those its authorized representatives in connection with the Services.
3. ADDITIONAL TERMS; MODIFICATIONS TO THESE TERMS
3.1. Privacy. If you provide us any Personal Data in connection with your access and/or use of the Services, you acknowledge, agree and consent to the processing and use of such Personal Data by Moneytree in accordance with these Terms and as set forth in our Privacy Notice.
3.2. Additional Terms. When using particular services or materials through or in connection with the Services, you will be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in these Terms, including, without limitation, our Privacy Notice, and the terms of any other agreement to which you and Moneytree are party (all of the foregoing, individually and collectively, the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into these Terms. To the extent there is a conflict between the provisions of any Additional Terms and these Terms, the Additional Terms shall control.
3.3. Modifications to these Terms. Moneytree reserves the right to update or modify theseTerms at any time. Except as otherwise stated in this Section 3.3, all updates and modifications to these documents will be effective from the day they are posted online at www.moneytreepower.com/terms. If we make any material changes to these Terms, we will post a notice of the changes on the Site, and if we have an email address on file for you, we may notify you of these changes by sending a notification to the applicable email address. It is your responsibility to regularly visit and review these Terms. If you do not agree to any updates or modifications to these Terms, do not use or access the Services and terminate your Account (if applicable). Your continued use of the Services (or any part thereof) after we have posted the revised Terms, or, in the event of material changes, ten (10) days following the date Moneytree first notified you of such material changes either through the Site, the Moneytree Platform, and/or via email, as applicable, signifies to us that you acknowledge and agree to be bound by the revised Terms.
4. ACCESSING AND USING THE SERVICES
4.1. Right to Access the Services. Subject to your compliance with these Terms, Moneytree hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to access and use the Site and the Services, over the internet through the Site, and view the Content made available through the Services, in each case solely for your personal, non-commercial use, and otherwise in accordance with these Terms.
4.2. Prohibited Uses. By using the Services (or any part thereof), you agree that you will not, and will not permit any other person to:
(a) Modify, adapt, translate or create derivative works based on the Services (or any part thereof), Content, or any related documentation;
(b) Reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as expressly permitted by applicable law;
(c) Distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Services, Content, or any related documentation;
(d) Remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Moneytree or its suppliers on or within the Services, Content, or related documentation;
(e) Use the Services to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
(f) Interfere with or disrupt the integrity or performance of the Services or any system, network or data;(g) Attempt to gain unauthorized access to the Services (or any part thereof) or Content, or its related systems or networks, including, without limitation, bypassing any “captcha” requirements or similar precautions;(h) Frame or utilize framing techniques to enclose the Services, Content, or any portion thereof;
(i) Use any meta tags, "hidden text", queries, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Services, Content(except caching or as necessary to view the Site), or the personal information of others without our prior written permission or authorization;
(j) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(k) Violate any contract, rules or policies that govern the use of your mobile and/or tablet device, as directed by the applicable wireless carrier and/or mobile device manufacturer; and/or
(l) Use the Services in violation of any applicable local, state, national or international law, including, without limitation, any and all applicable export laws.
4.3. Third Party Integrations. Your use of any Third Party Integrations, Linked Sites and/or any Third Party Services is governed solely by the terms and conditions of the respective providers of such Third Party Integrations, Linked Sites and/or any Third Party Services.
4.4. Changes to the Service. We reserve the right to make changes to the Service at any time. You acknowledge and agree that we may add or remove functionalities, or may stop supporting or making the Service available altogether. If required by applicable law, we will provide you with notice of such changes.
5. ACCESSING AND USING THE MONEYTREE PLATFORM.
5.1. Applicability of this Section. This Section 5 applies only to users of the Moneytree Platform. 5.2. Requirements; Representations and Warranties. You represent and warrant that you shall meet all of the Account Requirements at all times during the Term that you use the Moneytree Platform (the “Account Requirements”), in addition to all other applicable requirements under these Terms:
(a) You must be a Tenant of a residential property that qualifies as a Serviced Property;
(b) You must be party to a Power Purchase Agreement for the Serviced Property; and
(c) You must have registered an account with a Utility Data Provider for the Serviced Property in accordance with instructions provided by Moneytree and are in compliance with the Utility Data Provider’s terms of service applicable to you.
5.3. Account Registration. In order to access and use the Moneytree Platform, you must register an Account and meet the Account Requirements. In registering an Account, you agree to provide and maintain up to date information that is true, accurate, current, up to date, and complete. You agree that you will not (a) create an Account using a false identity or information, or (b) create an Account or use the Moneytree Platform if you have been previously removed or banned by us from use of the Moneytree Platform, or any part thereof. Moneytree reserves the right to limit the number of Accounts that can be created from anyone computer or mobile device and the number of computer or mobile devices that can access an individual Account.
5.4. Account Security. You understand and agree that you are solely responsible for maintaining the confidentiality of and protecting your password to your Account. You are solely responsible for any activity originating from your Account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your Account.
5.5. Authorization of Moneytree as Agent. You hereby appoint Moneytree as your agent at all times during the Term for the limited purpose of (a) accessing and operating your Utility Data Provider account; and (ii) making payments on your behalf to the Utility that services the Serviced Property, directly or through the Utility Data Provider, on the timetable required by your Utility. You agree that Moneytree shall be a third party beneficiary of the Utility Data Provider’s terms of service applicable to you, notwithstanding anything to the contrary set forth therein, to the extent applicable to the Moneytree Platform. You authorize Moneytree to receive Utility notices or communications on your behalf, where permitted, and you understand and agree that Moneytree may not pass along any or all of these notices or communications to you, and shall not be liable for any delays, failure to deliver, or misdirected delivery of any such notices or communications.
5.6. Relationship with Utility. Moneytree does not supply, transmit, or distribute electricity and is not affiliated or endorsed by any Utility. By using the Moneytree Platform, you acknowledge and agree that Moneytree is acting only as an intermediary and is not a party to any transaction between you and your Utility. Accordingly, Moneytree assumes no responsibility and will have no liability of any kind whatsoever in respect to your dealings with your Utility including with regards to electric delivery, payments, notices, and the proper and timely delivery of goods and services by your Utility. Moneytree in no way endorses, recommends, and/or bears any responsibility or liability for any products, services, or statements made by your Utility. Statements and opinions of your Utility are not representative of Moneytree or its licensors and suppliers. Moneytree assumes no responsibility, and will not be liable, for your failure to take any action or inaction with respect to your Utility account or your failure to receive any information from your Utility. These Terms do not alter any liability or obligations that exist between you and your Utility, and you agree that your relationship with your Utility is governed solely by the agreement(s) with your Utility.
5.7. Payment Terms.
(a) Authorization. To use the Moneytree Platform, you must add a Payment Method to your Account. When you add a Payment Method, you authorize us to debit or credit, as appropriate, electronic payments and preauthorizations for payments from or to that Payment Method to your Utility for the applicable Serviced Property, and you warrant that you have the authority to grant such authorization.
1. If the Payment Method is ACH transaction, funds must be available in the Payment Account when an electronic payment is processed against that account. If an online payment fails because your Payment Account contains insufficient funds to satisfy the entire amount, you are not relieved of your responsibility to timely pay any amount then due and any penalties imposed by us, your bank or any other third party for insufficient funds.
2. If your Payment Method is credit card, you may be entitled to dispute a transaction, also known as a chargeback. If an online payment is reversed because of a chargeback, you are not relieved of your responsibility to timely pay any amount then due and any penalties imposed by us, your bank or any other third party.(b) Revocation of Payment. You may terminate or revoke a payment initiated through the Moneytree Platform if it is not in process by clicking on the applicable pages of the Service; however, you are not permitted to affect, change, revoke or terminate a payment if that payment is in process, except as permitted by law. This means, among other things, that if you or we terminate your online payments, that termination will not terminate any payment that is in process. You also may have the legal right to revoke electronic payments by contacting the financial institution that holds your linked bank account or issued your credit card. Contact your financial institution to determine the information your financial institution needs to process your revocation and the time your financial institution needs to process any revocation.
(c) Third Party Charges. You will be responsible for paying any amount you may owe other persons or companies related to the use of the Moneytree Platform or any Payment Account or Payment Method linked to online payments. For example, a bank may charge a fee in connection with electronic payments debited to (taken from) a bank account you use to make a payment through the Moneytree Platform.
(d) Delivery of Funds. Moneytree will use reasonable efforts to facilitate your payments properly and on time. However, Moneytree makes no guarantees, warranties, representations or commitments regarding when payments will reach your Utility or Utility Data Provider. Moneytree shall not be responsible for any fees, penalties, or late payment interest charged to you by your Utility or any third party as a result of a delay in payment. However, Moneytree will pay any fees, penalties, or late payment interest charges charged to you by your Utility or your Utility Data Provider if it determines that late payment was caused solely by Moneytree. Moneytree shall not be responsible for any failure to complete or delay in completing any payment due to any of the following:
- Your Payment Account does not contain sufficient funds or your Payment Method does not have available credit to complete the payment or the charge is rejected or returned by your bank or financial institution;
- The payment processing center is not working properly and you know or have been advised about the malfunction before you execute the transaction;
- Your Utility rejects or returns the payment for any reason;
- Your equipment, software, or any communications link is not working properly;
- You have provided us with incorrect information about your Utility;
- Your Utility mishandles or delays handling or posting any payment;
- Circumstances beyond our control, such as Force Majeure;
- You have revoked the monthly recurrent payment authorization; or
- You have not provided us with the correct bank account or credit card information and/or your payment was sent to an unintended Utility.
If we facilitate a payment for an incorrect amount, we will use commercially reasonable efforts to recover the incorrect payment from your Utility. If we can recover the incorrect payment that was charged to you, we will return the amount of the incorrect payment to you. If not, we will notify you and you will we responsible to make appropriate arrangements with your Utility to receive a refund or credit against future balances.
5.8. Identity Verification. You authorize Moneytree, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include asking for you further information, requiring you to take steps to confirm ownership of your email address or financial instruments, and verifying your information against third party databases or through other sources. If you cannot verify your identity, Moneytree reserves the right to deny you use of the Moneytree Platform.
5.9. Electronic Communications. By using the Service, you consent to receiving electronic communications from Moneytree, including, but not limited to, communications sent via email and/or text message or notifications posted on our Site and/or through the user-interface of the Services. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to your use of the Moneytree Platform. These electronic communications are part of your relationship with Moneytree and you receive them as part of the Moneytree Platform. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
5.10. User Data. You understand and agree that Moneytree may collect data and information, which may include Personal Data, in connection with your use of the Services (collectively, “User Data”). Customer grants to Moneytree a non-exclusive, royalty-free, fully-paid, worldwide license to use and process User Data as reasonably necessary for Moneytree to provide the Services to you under these Terms. You acknowledge and agree that as between you and Moneytree, you are the data controller and Moneytree is merely a data processor and/or service provider as such terms are defined pursuant to applicable data protection laws. Any Personal Data provided or collected through or in connection with Services shall only be used in accordance with these Terms and the Moneytree’s Privacy Notice. Customer Data does not include Analytics or Data Insights (as each term is defined in Section 7.2 below).
5.11. Account Closure. If at any time you no longer meet the Qualification Criteria to have an Account set forth in Section 5.25.2 above (for example, you are no longer a Tenant at a Serviced Property), (i) you agree to notify Moneytree via the Moneytree Platform or at email@example.com; and (ii) Moneytree may close and delete your Account, but you will remain and pay any amounts owed and unpaid to Moneytree for Utility charges. Moneytree reserves the right to require verification of identity to delete an Account.
6.1. Term. These Terms will remain in full force and effect as long as you continue to access or use the Services (or any part thereof), or until terminated in accordance with the provisions of these Terms.
6.2. Termination; Effect of Termination. Moneytree reserves the right, at its sole discretion, to suspend or terminate your rights to access or use the Services (or any part thereof) without notice if Moneytree, in good faith, believes that you have used the Services (or any part thereof), in violation of these Terms, including without limitation any Additional Terms and/or any other incorporated guidelines, terms or rules set forth in these Terms and/or any Additional Terms. Upon termination of these Terms, your Account (if any) and your right to use the Services will automatically terminate, and you agree to cease all use of the Services. Be advised that termination of your Account may affect your rights and obligations under the Power Purchase Agreement.
6.3. Survival. The rights and obligations applicable to you and/or Moneytree under the following Sections shall survive any termination of these Terms: 3, 5.2, 5.4 through 5.7, 5.9 through 5.11, 6.3, 7 through 9, 11 through 14.
7. PROPRIETARY RIGHTS; INFRINGEMENT POLICY
7.1. Ownership. As between you and Moneytree, Moneytree and its licensors retain all right, title and interest in and to (i) the Services; (ii) any and all Content, and any and all modifications, enhancements and updates to the Services and/or Content (or any part thereof); and (iii) all copyright, patent, trade secret, trademark, and other intellectual property and proprietary rights in and to the Services. All rights not expressly granted to you in these Terms are reserved to Moneytree and its licensors.
7.2. Analytics; Data Insights. Customer acknowledges and agrees that Moneytree may collect, analyze and use anonymized information, metrics, analytics, and data in connection with your use of the Services and/or derived from User Data for its own business purposes, such as improving, testing, and maintaining the Services, and developing additional products and services (“Analytics”). Customer grants to Moneytree an irrevocable, perpetual, non-exclusive, fully-transferable, sublicensable, worldwide, royalty-free license to collect, analyze and/or use Analytics relating to its delivery of the Services and/or derived from, or related to, the User Data, including the generation of market reports and insights relating to the renewable energy industry (collectively “Data Insights”) for internal, external, and public use. Subject to your rights in and to User Data, Moneytree shall retain all right, title, and interest in and to Data Insights, and shall have a perpetual right to use and distribute Analytics and Data Insights only in aggregate, non-personally identifiable form that cannot be used to identify you or any of its individual users.
7.3. Feedback. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of theServices, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (“Feedback”) may be used by Moneytree without compensation or attribution to you, and you hereby grant Moneytree, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all your intellectual property rights in and to such Feedback, for Moneytree to use and exploit for any purpose.
8. INDEMNIFICATION– OR WHAT HAPPENS IF WE GET SUED. We hope this never happens, but if Moneytree gets sued because of something that you did, you agree to defend and indemnify us. This means that you agree to defend Moneytree, its employees, contractors, and/or agents, and hold us harmless from and against any and all claims, actions, demands, liabilities, losses, damages, expenses, and costs (including reasonable attorney fees) arising from (a) your breach of these Terms, including, without limitation any Additional Terms, (b) your breach of any license or other agreement applicable to any Third Party Integrations or Utility Data Provider, (c) your use or misuse of the Services and/or Content (or any part thereof), and/or (d) your breach of any law or the intellectual property and/or privacy rights of a 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 hereunder, in which case, you agree to cooperate with us in the defense of the claim. Some jurisdictions limit consumer indemnities, so some portions or all of this indemnity provision may not apply to you.
9. DISCLAIMERS OF WARRANTIES &LIMITATIONS ON OUR LIABILITY
9.1. Disclaimer of Warranties. THE SERVICES, THE CONTENT, AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY MONEYTREE, ARE PROVIDED "AS IS" AND" AS AVAILABLE". MONEYTREE AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. MONEYTREE AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES (OR ANY PART THEREOF), THE CONTENT, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY MONEYTREE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE COMPATIBLE WITH YOUR NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY INTEGRATIONS, LINKED SITES AND/OR THIRD PARTY SERVICES); (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MONEYTREE, ANY THIRD PARTY, OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY.
9.2. Disclaimer – Third PartyIntegrations & Linked Sites. Moneytree does not endorse, is not responsible for, and makes no representations as to any Third Party Integrations, Linked sites and/or third party services, their content or the manner in which the providers of such third party integrations, linked sites and/or third party services handle your data. Moneytree is not and shall not be liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any Third Party Integrations, linked sites, and/or third party services, or your reliance on the privacy practices or other policies of such Third Party Integrations, linked sites and/or third party sites.
9.3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MONEYTREE BE LIABLE OR OBLIGATED, WITH RESPECT TO THESE TERMS, THE SERVICES (OR ANY PART THEREOF), THE CONTENT, AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY MONEYTREE, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF MONEYTREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION: (A) IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100.00); (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (C) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; (D) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (E) FOR ANY MATTER BEYOND MONEYTREE’S REASONABLE CONTROL. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THESE TERMS OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. MONEYTREE DISCLAIMS ALL LIABILITY OF ANY KIND OF MONEYTREE’S AFFILIATES, LICENSORS AND SUPPLIERS.
9.4. Application of disclaimers andlimitations to Consumers. Because certain states and/or jurisdictions do not allow the disclaimers of certain warranties and/or the exclusion or limitation of liability for consequential, special, incidental, or other damages, the disclaimers, exclusions and limitations set forth in this Section 9 may not apply to you. In such event, the liability of Moneytree for such damages will be limited to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
9.5. Basis of the Bargain. The warranty disclaimer and limitation of liability set forth above in this Section 9 are fundamental elements of the basis of the agreement between Moneytree and you. Moneytree would not be able to provide the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Moneytree’s suppliers.
10. AVAILABILITY OF THE SERVICES.
10.1. System. Moneytree will use commercially reasonable efforts to make the Services available at all times except for: (a) planned downtime, or (b) any unavailability due to Force Majeure. Planned downtime and routine maintenance and updates may result in temporary unavailability of the Services. Moneytree will have no liability to you or any third party due to your inability to access the Services at any time due to any event described in thisSection.
10.2. Access. Moneytree may restrict access to the Moneytree Platform, or portions thereof, in certain countries in its sole discretion. The Moneytree Platform may not be available or accessible in all languages.
11. THIRD PARTY RIGHTS
11.1. No Third Party Beneficiaries. These Terms are not intended to grant rights to anyone except you and Moneytree, and in no event shall these Terms create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of these Terms are not subject to the consent of any other person.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. Governing Law. These Terms shall be governed in all respects by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Furthermore, these Terms will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
12.2. Disputes. Except as otherwise set forth in these Terms, you agree that any Dispute shall be governed by the provisions set forth in this Section.
12.3. Notice of Disputes. A party who intends to seek arbitration or bring other action permitted under this Section 12 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 (“Dispute Notice”) .Moneytree’s address for Dispute Notices is: Moneytree Sustainability Inc., Attention: Notice of Dispute, 1106 Marine St, Santa Monica, CA 90405. Your address for Dispute Notices is the address listed in your Account. The Dispute Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
12.4. Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section 12, you agree to first contact Moneytree directly at firstname.lastname@example.org to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after a Dispute Notice is received, you or Moneytree may commence arbitration or other permitted action, as set forth in this Section 12
12.5. Dispute Resolution. Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 12.4 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in Los Angeles County, California unless otherwise mutually agreed to by the parties. The arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with the arbitration rules then in effect, provided that the arbitrator and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction. THIS AGREEMENT TO ARBITRATE MEANS YOU AND MONEYTREE WAIVE YOUR/ITS RESPECTIVE RIGHTS TO A JURY TRIAL. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED THE AGREEMENT TO ARBITRATE AND THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION 12 ARE GOVERNED BY THE FEDERAL ARBITRATION ACT.
12.6. Exceptions to Arbitration. Notwithstanding anything in this Agreement to the contrary, (a) if the amount of any Dispute is within the jurisdictional level of the Small Claims court of California, the Dispute must be decided in a California State Small Claims court; and (b) to the extent any person or entity has in any manner violated or threatened to violate any of Moneytree’s intellectual property rights, Moneytree may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any state or country without first engaging in arbitration or the informal dispute process set forth in this Section, and Customer hereby consents to the personal jurisdiction and venue in such courts.
12.7. No Class Actions. YOU MAY ONLY RESOLVE DISPUTES WITH MONEYTREE ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS.
12.8. Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, you expressly acknowledge and agree that any claim or cause of action arising out of or related to your use of the Services (or any part thereof) or these Terms must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
13. NOTICES TO MONEYTREE. You must send notices of any legal nature to us either by (1) email: email@example.com, Subject Line: Legal Notice; or (2) certified U.S. Mail or by Federal Express (signature required) to Moneytree Sustainability Inc., Attention: Legal Department, 1106 MarineSt, Santa Monica, CA 90405.
14. GENERAL. Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and/or its performance shall be construed as creating a joint venture or agency between Moneytree and you. Moneytree may delegate the performance of any services hereunder to its affiliates and contractors. These Terms, our Privacy Notice, the Power Purchase Agreement, and any Additional Terms constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to you may be provided by email. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” You agree that these Terms will not be construed against Moneytree by virtue of having drafted them. The official text of these Terms will be in English. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language, even if such translation is provided by Moneytree. Any delay in performance of any duties or obligations of Moneytree will not be considered a breach of these Terms if such delay is caused by Force Majeure.
QUESTIONS. Please feel free to contact us at firstname.lastname@example.org if you have any questions about these Terms.