Ever.green Terms of Service

Last updated September 2024

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.

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.

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.

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.

6.5. 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.

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.

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.