INTELLECT PLAN TERMS AND CONDITIONS

These Intellect PLAN Terms and Conditions ("Terms") govern Customer's use of the Intellect PLAN service (the "Service") offered by WATTMORE, Inc., a Delaware corporation, with its principal place of business at 3000 Lawrence St, #134, Denver, CO 80205 ("WATTMORE"). "Customer" means the entity, or if an individual is using the Service on its own behalf and not in connection or association with any entity, such individual, accessing and using the Service.

WATTMORE may update and modify these Terms from time to time at its sole discretion and without prior notice to Customer. Any modifications to these Terms will be effective immediately upon the posting of the updated Terms to WATTMORE's website. Customer's continued use of the Service following a notice of updated terms constitutes Customer's acceptance to be bound by any changes to these Terms.

1. Services

1.1 Service and License

The Intellect PLAN Service is an online software tool that allows customers to size their energy storage project. Subject to Customer's (and its Authorized User's) compliance with these Terms, WATTMORE grants to Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Service during the Term solely for Customer's internal business purpose.

1.2 Authorized Users

Customer may allow its users who are authorized by Customer ("Authorized Users") to access and use the Service on its behalf, subject to these Terms and the license grant above. Customer shall be responsible for ensuring its Authorized Users' compliance with these Terms and shall be responsible for any acts or omissions of its Authorized Users, including any misuse of the Service or violation of these Terms by its Authorized Users.

1.3 Artificial Intelligence

WATTMORE may utilize, incorporate into the Service or otherwise make available to Customer or its Authorized Users machine learning, large language models, generative, or other artificial intelligence from third parties (e.g., OpenAI) (collectively, "AI Technology"). Customer hereby authorizes WATTMORE to make Customer Data (as defined below) available to WATTMORE's third-party partners, including those providing AI Technology, to the extent necessary to provide the Service to Customer. WATTMORE makes no representations or warranties involving Customer's use of or the output Authorized Users generate from AI Technology ("Output"), including but not limited to the accuracy of Output or the accuracy or reliability of the AI Technology. As between Customer and WATTMORE, Customer retains ownership of Customer Data and other content input into the Service to the extent permitted by law. WATTMORE and its licensors retain all right, title and interest in and to all intellectual property rights in the models, algorithms, and underlying technologies of the AI Technology. Between the Parties, WATTMORE shall be the sole and exclusive owner of the Output.

1.4 Modifications

WATTMORE may modify, enhance, or otherwise change the Service or any component at any time without notice or liability to Customer or its Authorized Users.

1.5 Professional Services

In connection with the Service, and solely as identified in the plan/subscription purchased by Customer, WATTMORE may offer professional services such as professional analysis ("Professional Services"). Any work product created as a result of such Professional Services will be owned by WATTMORE, and we grant Customer a limited, non-sublicensable, non-transferable, royalty-free, revocable license to use such work product solely in connection with Customer's internal business purposes. If Customer purchases Professional Services, WATTMORE represents and warrants that Professional Services will be provided in a professional and workmanlike manner in accordance with industry standards.

1.6 Support Services

In connection with the Service, and solely as identified in the plan/subscription purchased by Customer, WATTMORE may offer customer support service ("Support Services," and together with the Professional Services, "Additional Services"). WATTMORE will only provide the level of support service as indicated in connection with the Service plan/subscription purchased by Customer and designated on https://wattmoreplan.com/.

2. Proprietary Rights; Data

2.1 Services

WATTMORE is and will remain the exclusive owner of all right, title and interest in and to the Service, and its Confidential Information, including all associated intellectual property rights. Trademarks, trade names, product names and logos contained in or used by the Service are the trademarks or registered trademarks of their respective owners, and the use of such trademarks shall inure to the benefit of the trademark owner. All rights not expressly granted herein are reserved to WATTMORE.

2.2 Customer Data

Customer grants to WATTMORE a non-exclusive license solely during the term, to use, publish, manipulate, create derivative works of and otherwise disclose any data uploaded, submitted or provided by Customer to WATTMORE, whether directly, indirectly or by means of the Service or otherwise ("Customer Data"), for any lawful purpose. Customer is responsible for the substance, legality and appropriateness of the data that Customer or its Authorized Users submit to the Services. Customer is the sole and exclusive owner of Customer Data.

2.3 System Data

For the avoidance of doubt, Customer Data excludes Anonymized Data and Aggregate Data (each defined as follows). Notwithstanding the foregoing, the above license includes the right of WATTMORE to use Customer Data to create anonymized data sets ("Anonymized Data") and to aggregate such Anonymized Data with similar data provided by other WATTMORE customers ("Aggregate Data"). WATTMORE is the sole and exclusive owner of Anonymized Data and Aggregate Data. Further, WATTMORE owns all information generated by the Service including but not limited to information relating to system installation and configuration and system analytics and software and system performance ("System Data"). WATTMORE may use System Data for any lawful purpose, including to enhance or improve the Service and to aggregate the System Data with similar data of other customers.

2.4 Customer Responsibilities

Customer represents and warrants that it has all rights necessary to provide data and other materials that it may make available to WATTMORE via the Service and that WATTMORE may use, copy and otherwise manipulate such data and other materials as necessary for WATTMORE to perform its obligations under these Terms. Customer understands and agrees that it is Customer's responsibility to back up any data it provides to the Service and that the Service is not intended to be for record retention.

2.5 Feedback

WATTMORE shall own all feedback, comments, suggestions, ideas, concepts and changes that Customer or its Authorized Users provide to WATTMORE relating to the Service and all associated intellectual property rights ("Feedback") and Customer hereby assigns all of its right, title and interest in the Feedback to WATTMORE. WATTMORE may use Feedback for any purpose, including incorporating Feedback into the Service, without the obligation to attribute the Feedback to Customer (or its Authorized User) or compensate Customer (or the applicable Authorized User) in any way for such use.

3. Payment Terms

3.1 Free Trial

Customer may sign up for free, limited access to the Service (the "Free Trial"). The Free Trial will be subject to any and all limitations set forth on https://wattmoreplan.com/. WATTMORE may require Customer to provide a payment method in order for Customer to access a Free Trial.

3.2 Plans and Fees

Once Customer exceeds any limitations of the Free Trial, if Customer desires to continue to access the Service, Customer must select and pay for one of the plan options set forth on https://wattmoreplan.com/. WATTMORE reserves the right to change the plan offerings, as well as the fees associated with each plan at any time and without notice to Customer. Any fee increases will take effect on the next billing date immediately following any posting of an updated fee.

3.3 Payment Method for Recurring Subscriptions

All plans are recurring subscriptions. Upon purchase of a subscription to the Service, Customer must provide an accurate and up-to-date payment method designated as acceptable to WATTMORE. Subscriptions will be continuous for the subscription period selected and will automatically renew for another subscription until cancelled. Customer authorizes WATTMORE to automatically charge Customer's designated payment method at the beginning of each subscription period for the then-current price of customer's recurring subscription, along with any applicable taxes and fees specified, unless canceled in accordance with the terms herein.

3.4 Cancellations and Disputes

Customer agrees to raise any concerns regarding transactions directly with WATTMORE first, and not to cancel or reverse charges through Customer's payment method provider until Customer has made reasonable attempts to resolve the matter directly with WATTMORE or otherwise as provided by applicable law.

3.5 Taxes

Fees are exclusive of sales, use, excise, ad valorem and other taxes. When WATTMORE has the legal obligation to collect such taxes, the appropriate amount shall be added to Customer's invoice and paid by Customer.

4. Account

4.1 Creating an Account

To access the features of the Service, Customer may be required to create an account with WATTMORE (an "Account"). By registering for an Account, Customer represents and warrants that (i) the information Customer provides to WATTMORE in connection with the Account will be truthful, accurate, complete, and current and that Customer will keep this information up to date; (ii) Customer will not use the Service for any prohibited activity; (iii) Customer and its Authorized Users will keep all Account credentials, including passwords, confidential, and will notify WATTMORE at support@wattmore.com if it becomes aware of any unauthorized use; and (iv) Customer is and will be responsible for all activities that occur under its Account.

4.2 Account Termination and Deletion

WATTMORE may terminate Customer's Account and access to the Service at any time and for any reason without notice or liability to Customer, including if Customer or its Authorized Users violate these Terms. In addition, Customer may terminate its Account by emailing support@wattmore.com.

5. Warranties; Disclaimer

5.1 WATTMORE's Warranties

WATTMORE represents and warrants that it (i) is a properly organized business entity, in good standing in the locations where it operates or conducts business; and (ii) will comply with any applicable law, rule or regulation.

5.2 Customer's Warranties

Customer represents and warrants that (i) if an entity, Customer is a properly organized business entity, in good standing; (ii) it has obtained all required consents, licenses, approvals and/or permission; (iii) Customer will, and will cause its Authorized Users to, access and use the Service in accordance with all applicable laws and these Terms; and (iv) Customer has all necessary rights and authority to provide the Customer Data to WATTMORE.

5.3 Disclaimers

6. Confidentiality

6.1 Obligations

Either Party may receive information about the business, financial affairs, current or future products or technology, trade secrets, workforce, customers, or any other information about the other Party that is treated or designated by the other party as confidential or proprietary ("Confidential Information"). The receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder.

6.2 Exclusions

Confidential Information shall not include any information that the receiving Party can demonstrate is: (i) already known to the receiving party; (ii) publicly known; (iii) subsequently disclosed on a non-confidential basis by a third party; (iv) communicated with express written consent; or (v) independently developed without use of the disclosing Party's Confidential Information.

7. Term; Termination

7.1 Term

Unless earlier terminated, the term shall commence on the date that Customer accepts these Terms and shall continue until Customer's Account is terminated or the Service is no longer offered. WATTMORE reserves the right to suspend, cancel, or terminate Customer's access to the Service, in its sole discretion, at any time, and without prior notice with or without cause.

7.2 Effect of Termination

In the event that Customer's Account is terminated for any reason, Customer will not receive a refund of any pre-paid unused fees.

8. Limitation of Liability

9. Indemnification

Customer shall indemnify, defend and hold WATTMORE harmless from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from a claim brought against WATTMORE by a third party arising out of or related to Customer's or its Authorized User's: (i) use or misuse of the Service or Output; (ii) provision of Customer Data that violates a third party's rights; (iii) breach of these Terms; (iv) violation of applicable law; and (v) gross negligence or willful misconduct.

10. Alternative Dispute Resolution

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado including any conflicts of law provisions.

10.2 Class Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

10.3 Mandatory Arbitration

The Parties agree that any claim, controversy, or dispute arising out of or relating to these Terms ("Disputes") will be resolved solely by binding, individual arbitration, except that the Parties retain the right to: (i) bring an individual action in small claims court if it qualifies; and (ii) seek injunctive or other equitable relief to prevent infringement of intellectual property rights. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules. The arbitration shall be held in the State of Colorado.

11. General

11.1 Privacy Policy

WATTMORE's privacy policy, available at https://www.wattmore.com/privacy, is hereby incorporated by reference.

11.2 Publicity

WATTMORE may identify Customer as a customer of WATTMORE's and may use Customer's name and logo in its marketing and advertising materials.

11.3 Relationship of Parties

The Parties acknowledge that this is a business relationship based on the express provisions of these Terms and no partnership, joint venture, agency, fiduciary or employment relationship is intended or created.

11.4 Entire Agreement

These Terms and any other documents referenced herein are the complete agreement between the Parties and supersedes any prior or contemporaneous communications.

11.5 Notices

Any notices or other communications provided by WATTMORE under these Terms will be given to Customer via email to the email address associated with Customer's Account or by posting to the Service.

11.6 Assignment

Customer shall not assign or transfer these Terms without WATTMORE's prior written consent. A change in control constitutes an assignment under these Terms.

11.7 Force Majeure

Except for Customer's obligation to pay fees, neither Party shall be liable for any failure or delay in its performance due to circumstances beyond its reasonable control (including act of terrorism, war, pandemic/epidemic, act of God, labor disputes, or unavailability of components).

11.8 Governing Law

These Terms shall be governed by the laws of the State of Colorado. Any litigation shall be brought in a court located in Denver County, Colorado. Each Party hereby waives the right to a jury trial.