Project Registration

Project Name:
Who Is The Customer?
Site Owner Legal Name
Project Site Address:
State:
City:
County:
Zip:
Parcel ID:
Land Value:
Improvement (Property) Value:
System Size:
kW DC
Year 1 Estimated Production:
kWh
Requested EPC Price:
/ Watt
Electric Utility:
Rate Schedule:
Estimated value of energy offset:
/ kWh
Annual site energy usage:
kWh
Desired energy discount (%):
PACE Lease or PACE Shared Savings?
Is There An Existing Mortgage?
If so, who is the mortgage company?
Contractor:
Lead Contact Person:
Contact Phone Number:
Additional Notes:
This Registration and License Agreement (the "Agreement") is a binding agreement between you (the "PACE3P® Project Originator") and Demeter Power Group ("Demeter"). It contains the terms and conditions pursuant to which you have agreed to register with Demeter so that Demeter can make available through you the PACE3P® and related finance products (the "Demeter PACE3P® Program" or "the Program") to your customers in Demeter's eligible territories using various property assessed clean energy ("PACE") programs.  This Agreement governs your use of the PACE3P® Project Originator Materials accessible via Demeter's PACE3P® project origination web platform ("Demeter's Portal") at http://www.demeterpower.com/project-registration (including all related documentation, the "PACE3P® Project Originator Materials").  The PACE3P® Project Originator Materials are licensed, not sold, to you.
BY CLICKING THE "AGREE" BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND BE BOUND BY IT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK ON THE "AGREE" BUTTON AND EXIT OUR WEB PORTAL.
Background
The Demeter PACE3P® Program is designed to give owners of real property, at this time limited to commercial and industrial property (each, a "Property Owner") access to a new form of third-party ownership ("TPO") financing for certain equipment, such as, but not limited to, solar panels, energy storage devices, fuel cells and electric vehicle charging infrastructure, to be installed as permanent improvements to their property. Demeter has developed two finance products, which are included in the Program: a lease (PACE Lease®) and a services contract (PACE Shared Savings®).  In either case, lease payments or services fees are effectively secured and collected through a non-ad valorem assessment on the related property.  The assessment is included in the property's annual tax bill and collections are facilitated through applicable PACE programs.  PACE3P® Project Originators that register with Demeter will be licensed to make available PACE Lease® and PACE Shared Savings™ products included in the PACE3P® Project Originator Material to certain eligible Property Owners.  You will be able to use the Demeter Portal and the related PACE3P® Project Originator Material to generate individual cost/benefit analysis and proposed term sheets for project financing ("PACE3P® Project Finance Term Sheets") for properties located in Demeter's served territories.  You may also qualify to receive sales leads for serving as the developer, engineering, procurement & construction ("EPC"), installer and/or operations & maintenance ("O&M") developer for projects, as the case may be. As a material condition to becoming and remaining registered with the Program, however, a PACE3P® Project Originator must agree to abide by all of the terms of this Agreement as they may be updated from time to time by Demeter in its sole discretion. Note that this Agreement only addresses conditions required for registration as a PACE3P® Project Originator and provides a license to utilize the PACE3P® Project Originator Material; it is not intended as, nor shall it be construed as, a development, EPC, solar installation or O&M agreement, each of which require execution of separate, written agreements mutually agreed upon by the parties.
Agreement

1) License Grant. Subject to the terms of this Agreement, Demeter grants you a limited, non-exclusive, non-transferable and non-sublicensable license to access, download, and use the PACE3P® Project Originator Material identified as the Licensed PACE3P® Project Originator Material on the Demeter Portal as it may be modified by Demeter from time to time in its sole, absolute and uncontrolled discretion,
a) solely for purposes of introducing your customers to the Demeter PACE3P® Program and generating PACE3P® Project Finance Term Sheets for Property Owners identified by Demeter as "Eligible Property Owners" following the applicable procedures in effect from time to time and included on Demeter's Portal.
b) This license includes the right of any Eligible Property Owner to whom any of the PACE3P® Project Originator Material is delivered to use the materials for their own use but not for redistribution and subject to the provisions of this Agreement.
2) License Restrictions.
a) You agree, as Licensee, that you shall not make the PACE3P® Project Originator Material available, or otherwise use the PACE3P® Project Originator Material, except as expressly licensed pursuant to Section 1. Any use by Licensee of the PACE3P® Project Originator Material on any website, mobile site or in other media by Licensee, or any entity controlled by, controlling or under common control with the Licensee (an "Affiliate") or otherwise requires a separate written agreement between Licensor and Licensee, and Licensor has no obligation to enter into any such agreement.
b) Demeter, as Licensor, shall not permit any use of the PACE3P® Project Originator Material by any person (including Licensee's Affiliates), other than as expressly provided in Section 1 with respect to Eligible Property Owners.
c) Licensee shall not permit the PACE3P® Project Originator Material to be, or appear to be, reproduced, displayed or distributed on, as part of or in connection with any website or other online (including mobile) area, whether by framing, in-line linking, appearing in a new window or otherwise.
d) Licensee shall not edit, alter, modify, combine with other content or create any derivative works of the PACE3P® Project Originator Material.
e) If Licensor instructs Licensee to delete, make inaccessible or cease to utilize any PACE3P® Project Originator Material because such material may contain errors, or for any other reason, Licensee shall comply with such instruction as promptly as reasonably possible. The License Term for each item of such Solar Intermediate Material terminates at the time of such notice.
f) All uses of the PACE3P® Project Originator Material that do not comply fully with the provisions of this Section 2 shall for all purposes be deemed beyond the scope of the license granted hereunder. Any violation of this Section 2 by Licensee shall be a material breach of this Agreement that is incapable of cure, and, in the event of any such violation, Licensor may, in addition to and not in lieu of all other remedies, immediately terminate this Agreement.
3) Reservation of Rights. You acknowledge and agree that the PACE3P® Project Originator Material is provided under license, and not sold, to you. You do not acquire any ownership interest in the PACE3P® Project Originator Material under this Agreement, or any other rights thereto other than to use the PACE3P® Project Originator Material in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Demeter reserves and shall retain its entire right, title and interest in and to the PACE3P® Project Originator Material, including all copyrights, trademarks and other intellectual property rights therein or relating thereto except as expressly granted to you in this Agreement.
4) Collection and Use of Your Information. You acknowledge that when you download or use the PACE3P® Project Originator Material, Demeter may use automatic means (including, for example, cookies and web beacons) to collect information about your access device and about your use of the PACE3P® Project Originator Material. You also may be required to provide certain information about yourself or the Property Owner and related property to which you expect to introduce the Program as a condition to downloading, or otherwise using the PACE3P® Project Originator Material or certain of its features or functionality, and the PACE3P® Project Originator Material may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this PACE3P® Project Originator Material is subject to our Privacy Policy www.demeterpower.com/privacy-policy. By downloading, installing, using and providing information to or through this PACE3P® Project Originator Material, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
5) Content and Services. The PACE3P® Project Originator Material will provide you with access to Demeter's portal and products and services accessible thereon, and certain features, functionality and content accessible via the Demeter Portal including the PACE3P® Project Originator Material (collectively, "Content and Services"). In addition to this Agreement, your access to and use of such Content and Services are governed by the Terms of Use and Privacy Policy of Demeter's Website located at www.demeterpower.com/terms-of-use  and www.demeterpower.com/privacy-policy, which are incorporated into this Agreement by reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website and your failure to do so may restrict you from accessing or using certain of the PACE3P® Project Originator Material's features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement
6) Term.  This Agreement shall be effective from the date that you accept the terms of this Agreement by clicking "Accept" at the Demeter Website and shall continue for a one calendar year term and shall be extended for successive one calendar year periods unless terminated by Demeter.  Demeter reserves the right to revise this Agreement from time to time.
7) Relationship with the Program.
a) Limited Licensee.   You are being given a limited license to access and use the Demeter Portal to provide analysis and tools to your potential customers to facilitate their participation in the Program.  Registration as a participating PACE3P® Project Originator and the resulting limited license does not make or give rise to an employee, agent, partner, or joint venture partner of Demeter or any of its directors, officers, employees, agents, or other consultants. PACE3P® Project Originator shall not hold itself out as a representative or agent of Demeter or the Program.

b) No Endorsement. PACE3P® Project Originator acknowledges that registration as a participating PACE3P® Project Originator is not an endorsement by Demeter of the PACE3P® Project Originator.

c) Non-Exclusive Agreement PACE3P® Project Originator acknowledges and agrees that this Registration Agreement is non-exclusive and that Demeter has the right in its sole, absolute and uncontrolled discretion to allow unlimited access to the Demeter Portal to others.

d) No representation as to qualification for financing; agreements.  Demeter makes no representation that any Property Owner will qualify for participation in the Program.  Any agreement between or among  PACE3P® Project Originator and Demeter or PACE3P® Project Originator and Property Owner shall be set forth in a separate written agreement as mutually agreed upon by the parties.

e) No Liability.  Under no circumstances shall Demeter, any of its directors, officers, employees, agents, or other consultants, be liable to the PACE3P® Project Originator for any direct or indirect losses, costs, or damages arising from or related to PACE3P® Project Originator's participation in the Program.

f) Third Party Materials. The PACE3P® Project Originator Materials may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Demeter is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Demeter does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.

g) PACE3P® Project Originator Information; Updates.  PACE3P® Project Originator certifies that all information provided to Demeter in the PACE3P® Project Originator Registration Form is true and accurate in all respects.  PACE3P® Project Originator shall immediately notify Demeter if any information regarding the PACE3P® Project Originator changes, including but not limited to changes in business name and contact information.  PACE3P® Project Originator shall be responsible to advise Demeter promptly if PACE3P® Project Originator fails to satisfy any of the requirements of this Agreement.

h) PACE3P® Project Originator and Project Information.  To the extent that Demeter receives information from the PACE3P® Project Originator related to its potential customers, Demeter will treat such information as confidential unless otherwise required by law, and will not sell PACE3P® Project Originator's information to third parties.  However, Demeter may release information relating to information submitted through the Demeter Portal so long as it is released in a form that is not identifiable to PACE3P® Project Originator or its customers.

i) Confidential Information.  Except as specifically permitted by this Agreement, the parties shall neither use nor disclose, directly or indirectly, in whole or in part, to any third person, firm or corporation, any Confidential Information received from the disclosing party, except that any such information may be disclosed to the receiving party's employees, agents, subcontractors or advisors who require access to the Confidential Information for the purposes contemplated by this Agreement and who have executed a copy of this Agreement.  Under no circumstances shall either party use the Confidential Information for its own benefit, or copy or reproduce the Confidential Information, except as provided in this Agreement.   Each party agrees to use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential and proprietary information.   All Confidential Information shall be and remain the property of the disclosing party, regardless of whether all or a portion of the Confidential Information shall reside on a server or other computer system of the other party.   Except as provided in this Agreement, neither party shall copy or reproduce, in whole or in part, Confidential Information without first obtaining written authorization from the disclosing party, except as necessary to fulfill the purposes of this Agreement.  Each party hereby agrees (i) to take reasonable precautions necessary to safeguard Confidential Information from disclosure to third parties other than as permitted hereunder and (ii) not to use the Confidential Information for any purposes other than as described in this Agreement.

j) Use of Program Name and Materials.  PACE3P® Project Originator shall use the PACE3P® Project Originator Materials solely in accordance with the terms of this Agreement and Program standards, as they are updated from time to time. PACE3P® Project Originator acknowledges that all Materials are owned by Demeter (or may be owned by and licensed from third-parties) and agrees to use them solely for marketing the Program in a manner not inconsistent with such ownership, and to immediately cease using or distributing such material, or any applicable portion of it, upon termination of the license granted hereunder.   PACE3P® Project Originator agrees not to use the Materials or to take any action that would tend to diminish goodwill of the Materials, the Program or Demeter. If this Agreement is terminated, PACE3P® Project Originator has no further right to use the Materials and shall immediately cease such use.

k) Additional Requirements.  Demeter reserves the right to require PACE3P® Project Originator to attend orientation, training and/or certification courses as a condition to becoming, or remaining, a registered PACE3P® Project Originator in the Program.  Demeter also reserves the right to require the PACE3P® Project Originator to provide supplemental information regarding its business at any time.
8. Disclaimer of Warranties. THE PACE3P® PROJECT ORIGINATOR MATERIAL IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DEMETER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DEMETER PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATIONS OF ANY KIND THAT THE PACE3P® PROJECT ORIGINATOR MATERIAL WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS, OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEMETER OR ANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PACE3P® PROJECT ORIGINATOR MATERIALS FOR:
a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES
b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOLAR INTERMEDIATE MATERIALS.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR DEMETER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
10. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
11. Indemnification.  To the fullest extent permitted by law, PACE3P® Project Originator shall indemnify, defend, protect, and hold harmless Demeter and any and all officials, agents, Intermediaries, employees, attorneys and representatives of Demeter, including without limitation any persons providing financing to a project or a PACE program authority for the purpose of financing improvements to Demeter's or the Property Owner's property, from and against all losses, liabilities, claims, damages (including consequential damages), penalties, costs and expenses (including all reasonable out-of-pocket litigation costs and reasonable attorneys' fees) and any demands of any nature whatsoever related directly or indirectly to, or arising out of or in connection with, any act of omission of the PACE3P® Project Originator, its employees, agents, or subcontractors of any tier, in the performance or non-performance of services as part of the Program and for any breach of any representation, warranty, or covenant of PACE3P® Project Originator.  The parties acknowledge that the PACE3P® Project Originator's ability to participate in the Program is sufficient consideration for this indemnity.  The PACE3P® Project Originator's indemnification of the Authority shall apply to all actions taken by PACE3P® Project Originator pursuant to this Agreement and PACE3P® Project Originator's participation in the Program, and shall survive beyond the termination of this Agreement until the conclusion of any and all defenses and indemnifications.
12. Disputes; Termination.  Demeter may terminate this Agreement in writing at any time, without cause, by providing written notice to the other party of such termination.  Termination of this Agreement does not release the PACE3P® Project Originator from any of PACE3P® Project Originator's responsibilities or liabilities to Demeter under the terms of this Agreement.
13. Miscellaneous.
a) Notices. Any notice to PACE3P® Project Originator shall be delivered, emailed or mailed to the address provided by PACE3P® Project Originator through registration with the PACE3P® web portal. Any notice to Demeter shall be delivered by email to info@demeterpower.com or mailed to Attention: Demeter Power Group, 304 30th Street, Rear, West Palm Beach, FL 33407, West Palm Beach, FL 33407.
b) No Waiver.  The failure of a party to insist upon the strict performance of the terms and conditions hereof shall not constitute or be construed as a waiver or relinquishment of either party's right to thereafter enforce the same in accordance with this Agreement in the event of a continuing or subsequent default on the part of a party.
c) No Third Party Beneficiary Rights.  This Agreement is entered into for the sole benefit of Demeter and PACE3P® Project Originator and it customer.  No other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
d) Severability.  If any clause or provision of this Agreement or any part thereof shall be declared invalid, void, or unenforceable by any court having jurisdiction, such invalidity shall not affect the validity or enforceability of the remaining portions of this Agreement unless the result would be manifestly inequitable or unconscionable.
e) Complete Contract; Modifications.  This Agreement, and the material incorporated into it by reference, constitutes the entire agreement between the parties with respect to the subject matter thereof and this Agreement may not be amended, modified, or terminated except by a written agreement signed by the parties.  No oral agreements or representations shall be valid or binding upon Demeter.
f) Assignment. This Agreement may not be assigned in whole or in part by either party without the express written consent of the other.
g) Governing Law; Venue; Waiver of Right to Jury Trial.
This Agreement and the construction and enforceability thereof shall be interpreted under the laws of the State of Florida without regard to conflict of laws principles.  The exclusive venue of any legal or equitable action that arises out of or relates to this Agreement shall be the appropriate state or federal court sitting in and for Palm Beach County, Florida.  Each of the parties knowingly, voluntarily and irrevocably waives any right to a trial by jury in any proceedings arising under this Agreement.


By accepting this Agreement, I represent and warrant that (i) I am duly authorized to submit this Agreement on behalf of the PACE3P® Project Originator; (ii) the information provided in the application registration as a PACE3P® Project Originator and any other related documents delivered to Demeter, is true, accurate, and complete; (iii) I have read the Agreement in its entirety; and (iv) I understand and accept the terms and conditions contained in this Agreement (including any updates thereto). I further understand and accept that the approval or rejection of as a Registered PACE3P® Project Originator is at the sole discretion of Demeter.
I have read and agree to the terms