Last Updated: [4/09/10]
A. Overview of Energy In Common, Inc.
Energy In Common, Inc. ("EIC"), a non-profit organization with [501(c)(3)] status pending, organized in the State of Delaware, was formed to address energy poverty and climate change through the facilitation of microfinance loans for the purchase of green energy products as well as by educating the general public to raise awareness of the benefits and effectiveness of using microfinance as an economic development and climate change mitigation tool.
EIC acts as an intermediary between individuals and potential borrowers in the developing world by providing a website platform whereby an individual (“you”, if the user is not an individual, “you” means your company, its officers, members, employees, agents, successors, and assigns) may make donation to EIC or a loan designated for a specific entpreneur profiled on the website of EIC (such entrepreneur, a “Entrepreneur”). EIC aggregates many such loans from individuals such as You and delivers 100% of these funds to a pre-screened microfinance institution (a “Field Partner”), who will in turn lend to the Entrepreneur you selected. The Entrepreneur will use the proceeds of such loan from the Field Partner to purchase small renewable energy and energy efficiency projects such as clean burning cook-stoves, solar powered lighting, biodigesters, pico-hydroelectric systems and other small sustainable technologies (see chart below).
In some instances, the Field Partner will choose to pre-fund an Entrepreneur in anticipation of your loan funds arriving. Pre-funding a loan reduces the time that Entrepreneurs have to wait to receive a life saving energy technology.
EIC is a philanthropic organization and does not offer any return on investment for loans made through the EIC website. Loans made through EIC website should therefore not be considered an investment.
ANY LOAN YOU MIGHT MAKE TO EIC THROUGH THE USE OF THIS WEBSITE IS GOVERNED BY THE TERMS SET FORTH BELOW. PLEASE READ THESE TERMS CAREFULLY.
B. Assent to Agreement
BY USING THIS WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, ACKNOWLEDGE, AND ASSENT TO BE BOUND BY THE POLICIES, TERMS, AND CONDITIONS SET FORTH BELOW (THIS “AGREEMENT”) IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION, AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS, AS IF YOU HAD HAND WRITTEN AND SIGNED YOUR NAME ON A CONTRACT. THIS AGREEMENT IS A CONTRACT BETWEEN THE USER (“YOU”, IF THE USER IS NOT AN INDIVIDUAL, “YOU” MEANS YOUR COMPANY, ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS) AND EIC, AND GOVERNS ALL TRANSACTIONS BETWEEN YOU AND EIC, AS WELL AS YOUR USE OF THIS WEBSITE (THE “WEBSITE”). BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND EXPRESSLY ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THIS WEBSITE OR DOWNLOAD MATERIALS FROM THIS WEBSITE.
C. Restrictions on Use
Except as otherwise permitted in writing by EIC, no materials from this Website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on this Website for non-commercial, personal use only. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not use, distribute, modify, transmit, or post the content of this Website for public or commercial purposes, including any text, images, audio, or video without EIC’s written permission. You may not mirror any material contained on this Website on any other server. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of EIC without the express written consent of EIC. You may not use any metatags or any other “hidden text” using EIC’s name or trademarks without the express written consent of EIC. Any unauthorized use terminates the permission or license granted by EIC.
D. Intellectual Property
All content included on this Website, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material and software (the “Materials”) is the property of EIC or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. All such content is copyrighted as a collective work under the United States copyright laws (17 U.S.C. § 101, et. seq.) and international treaty provisions, and EIC owns a copyright in the selection, coordination, arrangement, and enhancement of such content. All software used on this Website is the property of EIC or its software suppliers and is protected by United States and international copyright laws. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content on this Website, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, republication, display, or performance of the content on this Website, except as specifically permitted below, is strictly prohibited. All other marks, names, and logos mentioned on this Website are the property of their respective owners. Your use of any EIC trademark without the express written consent of EIC is strictly prohibited.
E. Limited License
EIC grants you a limited, nonexclusive, non-transferable personal license to access, display, and copy the Materials on this Website for personal, non-commercial use only, subject to the requirements set forth in this Agreement. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. All rights not expressly granted herein are reserved.
F. Representations and Warranties
By using this Website, you represent and warrant that (i) you understand and agree that this Agreement is a legally binding contract and the equivalent of a signed, written contract; (ii) you will use this Website in a manner consistent with all laws and regulations and in accordance with the terms and conditions of this Agreement; (iii) you are authorized to sign for and bind the contracting party; and (iv) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false headers, or otherwise conceal your identity from EIC for any purpose.
G. Disclaimer of Warranties
You expressly agree that use of this Website is at your sole risk. Neither EIC, nor its affiliates, nor any of their officers, directors, or employees, agents, third-party content providers, merchants, sponsors, or licensors (collectively, “Providers”) warrant that this Website will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this Website, or as to the accuracy, completeness, reliability, security or currency of the Materials. The Materials may contain errors, omissions, inaccuracies, or outdated information. Further, EIC does not warrant reliability of any advice, opinion, statement or other information displayed or distributed through this Website. EIC reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Website. EIC may make any other changes to this Website, the Materials and the products, programs, services or prices (if any) described in this Website at any time without notice.
THIS WEBSITE AND THE INFORMATION, CONTENT, AND MATERIALS ON THE WEBSITE ARE PROVIDED BY EIC ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. EIC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, THE CONTENT, INFORMATION, OR THE MATERIALS ON THE WEBSITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. EIC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY THE MATERIALS, CONTENT, OR INFORMATION ON THE WEBSITE OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THE WEBSITE OR YOUR USE OF THE WEBSITE GENERALLY, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW APPLIES TO THIS AGREEMENT.
H. Limitation of Liabilities
YOU AGREE THAT EIC AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE MATERIALS, CONTENT, OR INFORMATION ON THE WEBSITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING WITHOUT LIMITATION A NEGLIGENT ACT, SHALL EIC OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT OR INFORMATION ON THE WEBSITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THE WEBSITE, YOUR USE OF, OR INABILITY TO USE, THE WEBSITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER EIC OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless EIC, its affiliates, agents, employees, and licensors from and against any and all claims and expenses, including reasonable attorneys’ fees, arising out of or related in any way to your use of this Website, violation of this Agreement, violation of any law or regulation, or violation of any proprietary or privacy right.
J. Your Information and Your Privacy
If you post any messages, photographs, audio or video files or other data or information on the Website, you agree to grant, and shall be deemed to have automatically granted to EIC an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license in and through any medium or technology, digital or analogue, now known or later developed, to: (i) use, copy, perform, display and distribute such information and content; (ii) modify, alter, prepare derivative works of, and/or incorporate into other works, such information and content; and (iii) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license and you agree to release, discharge and agree to hold harmless EIC from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of such materials, including any claims of infringement of any rights of publicity or rights of privacy.
You acknowledge, consent and agree that EIC may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted messages, photographs, audio or video files or other data or information in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims regarding the violation of the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of EIC, its users, or the public.
K. Dispute Resolution
At EIC’s option, any dispute relating in any way to your use of this Website may be submitted to confidential arbitration in Rochester, New York. Furthermore, in the case of any such dispute, EIC may commence litigation, including seeking injunctive or other appropriate relief, in any state or federal court in the state of New York or any state where you reside, and you irrevocably consent to exclusive jurisdiction and venue in such courts. Any arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
L. Limitations on Claims
Any cause of action you may have with respect to your use of this Website must be commenced within one (1) year after the claim or cause of action arises.
M. Term and Termination
Without limiting its other remedies, EIC may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the license granted under this Agreement if you fail to comply with any term or condition of this Agreement. Upon such violation, you agree to terminate access to this Website.
N. Hyperlink Disclaimer
As a convenience to you, EIC may provide, on this Website, links to websites operated by other entities (collectively the “Linked Sites”). If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Linked Sites, regardless of the liking form (e.g. hotlinks, hypertext links, IMG links) are not maintained, controlled or otherwise governed by EIC. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by EIC. EIC does not endorse, make any representations regarding or warrant any information, goods and/or services appearing and/or offered on any Linked Site, other than linked information authored by EIC. Links do not imply that EIC or this Website sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of EIC or any of its affiliated or subsidiaries. Except for links to information authored by EIC, EIC is neither responsible for nor will it be liable under any theory based upon (i) any Linked Site; (ii) any information and/or content found on any Linked Site; or (iii) and website(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. EIC reserves the right to discontinue any Linked Site at any time without prior notice. Please contact the web masters of any Linked Sites concerning any information, goods and/or services appearing thereon.
O. Choice of Law and Venue
This Website is controlled, operated and administered by EIC from it offices within Rochester, New York, United States of America. EIC makes no representation that materials at this Website are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use this Website or export the Materials in violation of United States export laws and regulations. If you access this Website from locations outside of the United States, you are responsible for compliance with all local laws. This Agreement shall be governed by the laws of the State of New York, without giving effect to its conflict of laws provisions. This is the case regardless of whether you reside or transact business with EIC in New York or elsewhere.
P. Entire Agreement
This Agreement constitutes the entire agreement between EIC and you with respect to this Website (excluding any Loans or donations made by you to EIC) and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the customer and EIC with respect to this Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and record originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Q. Modifications to Agreement
EIC MAY REVISE THIS AGREEMENT AT ANY TIME AND YOU AGREE TO BE BOUND BY THE REVISED AGREEMENT. IT IS YOUR RESPONSIBILITY TO RETURN TO THIS AGREEMENT FROM TIME TO TIME TO REVIEW THE MOST CURRENT TERMS AND CONDITIONS. Any such revisions will become effective upon the date they are first posted to this Website. EIC does not and will not assume any obligation to notify you of revisions to this Agreement. This Agreement shall supercede any prior or subsequent terms or conditions included with any communications or agreements, whether or not such terms or conditions are signed by EIC.
R. Our Policy Concerning Children
EIC’s services are not intended for use by children. You may not use this Website if you are under 18. If you are less that the age of legal majority in the jurisdiction where you reside, you may not use this Website without the consent and participation of your parent or legal guardian.
S. Designated Agent
Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, EIC designates an agent as described below, to receive notifications of claimed infringement:
Legal name and address of service provider: [Energy In Common, Rochester, New York]
Name under which service provider does business: [Energy In Common]
Designated Agent: [CEO]
Designated agent’s address: [Ithaca, New York]
E-mail address of designated agent: [email@example.com]
T. Electronic Communications and Electronic Signatures
YOU AGREE TO BE BOUND BY ANY AFFIRMATION, ASSENT OR AGREEMENT YOU TRANSMIT THROUGH THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY CONSENT YOU GIVE TO RECEIVE COMMUNICATIONS FROM EIC SOLELY THROUGH ELECTRONIC TRANSMISSION. YOU AGREE THAT, WHEN IN THE FUTURE YOU CLICK ON “I AGREE,” “I CONSENT” OR OTHER SIMILARLY WORDED “BUTTON” OR ENTRY FIELD WITH YOUR MOUSE, KEYSTROKE OR OTHER COMPUTER DEVICE, YOUR AGREEMENT OR CONSENT WILL BE LEGALLY BINDING AND ENFORCEABLE AND THE LEGAL EQUIVALENT OF YOUR HANDWRITTEN SIGNATURE.