ALBERTA TIER OFFSET PROGRAM PARTICIPANT AGREEMENT
Last Updated: October 12, 2023
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
BEFORE PARTICIPATING IN THE REWATT SOLAR CREDIT PROGRAM
BY SIGNING THE LETTER AGREEMENT OR CLICKING ACCEPT TO THE ELECTRONIC VERSION, THE PARTICIPANT ACCEPTS AND AGREES TO BE BOUND AND COMPLY WITH THE AGREEMENT. IF THE PARTICIPANT DOES NOT AGREE TO THE TERMS AND CONDITIONS SET OUT IN THE AGREEMENT, THE PARTICIPANT MUST NOT PARTICIPANT IN THE Rewatt CREDIT PROGRAM.
Changes to the Agreement
Unless otherwise provided herein, Rewatt reserves the right to, in its sole discretion, amend the terms and conditions of the Agreement from time to time. Any and all such amendments are effective immediately upon posting to http://www.rewattpower.com/ and apply to all access to and continued participation in the Rewatt Solar Credit Program. The Participant agrees to periodically review the terms and conditions in order to be aware of any such amendments, and the Participant’s continued participation in the Rewatt Solar Credit Program shall be its deemed acceptance of the amended Agreement.
Rewatt Solar Credit Program
a) The Participant will utilize Rewatt’s platform to develop credits from distributed solar generation under the Alberta TIER Offset System on the terms and conditions set out in this Agreement.
b) The Participant acknowledges that Rewatt will exercise its sole discretion to determine the site’s eligibility for the Rewatt Solar Credit Program. If a site meets the eligibility criteria to participate in the Rewatt Solar Credit Program, Rewatt will proceed to register the site in the Aggregated Solar Credit project, referred to as an “Aggregated Project”, then:
i) The Participant will agree to Rewatt Platform terms and conditions appointing Rewatt as the Authorized Representative/Registered Creator.
THE PARTICIPANT HEREBY APPOINTS REWATT AS ITS AUTHORIZED REPRESENTATIVE AND REGISTERED CREATOR AND, IN SUCH CAPACITY, AUTHORIZES AND DIRECTS REWATT, IN ITS CAPACITY AS THE REGISTERED CREATOR, TO TAKE ANY AND ALL ACTIONS FOR AND ON BEHALF OF THE PARTICIPANT, TO CARRY OUT THE ACTIVITIES CONTEMPLATED BY THIS SECTION 3.ii.3.
(1) in each case, Rewatt and an Authorized User (as defined in Section 4) will, for and on behalf of the Participant:
(a) Onboard sites onto the Rewatt Platform. The Participant will create an account and Rewatt will facilitate the data collection for each Asset (each, an “Onboarding”);
(b) Rewatt will review the Site Details taking into consideration, inter alia, the type, ownership, location, number, size, age of the sites and, based on the review, Rewatt will, for and on behalf of the Participant:
(i) assign Participant Onboarded Sites to a project pursuant to which the Green Attributes derived from such Participant Onboarded Sites will be aggregated with Green Attributes from Third Party Onboarded Sites to create Green Assets, which shall be sold at a spot price (a “Aggregated Offset Project”);
(ii) Undertake the development and provision of legally compliant APIs and data connectors to automate the collection of data required to facilitate the service. Data collected will include but not limited to charging session data, performance data, equipment maintenance, and financial data. The platform provided by Rewatt shall include regular status updates pertaining to the service;
(iii) Register the Participant and its Credit Assets (“Assets”) on the applicable Credit Registry: AOES CSA Registry;
(iv) Verify and Report Assets. Rewatt will engage with 3rd party verifiers to complete timely verification and will need the participant to make Onboarded Sites accessible, if the sites are selected for a site visit (each, a “Verification”);
(v) Rewatt shall, for and on behalf of the Participant, facilitate the sale, assignment, transfer and conveyance by the Participant of the Emission Credits, free and clear of all Encumbrances (each, a “Transaction”); and
(vi) communicate with the Participant of the date on which Transaction has been completed,
(collectively, the “Rewatt Solar Credit Program”) all in accordance with and subject to the terms and conditions applicable to the Rewatt Solar Credit Program.
c) The Participant further acknowledges and understands that Participant must participate, exclusively, in the Rewatt Solar Credit Program commencing on the date of the application is recieved and ending in accordance with the termination clause, as outlined in Section 6 of the agreement, unless such term is extended by Rewatt and the Participant in accordance with the terms and conditions of the Rewatt Solar Credit Program (the “Rewatt Solar Credit Program Term”) and, throughout the Rewatt Solar Credit Program Term, such Person must have good and marketable, transferable, beneficial, legal and, where applicable, registered title to the Emission Credits, free and clear of all Encumbrances, and no Person may have any contract or other option, right or privilege (whether by law, pre-emptive, contractual or otherwise) capable of becoming a contract or other option, right or privilege for the purchase from the Participant of any of the Emission Credits or any interest therein, save and except for any purchasers identified by Rewatt pursuant to and in accordance with the Rewatt Solar Credit Program.
Authorized Users and Payees
a) To access and use the Services, the Participant must first sign up for, open and maintain an account with Rewatt online at www.rewattpower.com (a “Rewatt Account”).
b) The person or entity participating can choose to authorize certain individuals or organizations to act on their behalf. If the Participant is an individual, they have the right to authorize themselves. If the Participant is a corporation, partnership, trust, or any other type of organization, they have the right to authorize any of their directors, officers, partners, trustees, employees, independent contractors, or agents.
c) The Participant has the ability to designate a payee to receive payments on their behalf. They can assign a specific individual or organization as the payee for their transactions.
d) to access and use the Services associated with its Rewatt Account, for and on behalf of the Participant , solely for the Participant ’s internal operations and in accordance with the terms and conditions of the Agreement and Applicable Laws (each, an “Authorized User” and collectively the “Authorized Users”) and select the level of permissions that shall apply each Authorized User. The Participant is not permitted nor authorized to grant any rights to access and use the Services other than those contemplated by this Section 3.
e) Username and Passcodes. Each Authorized User must provide the requisite information, which is accurate, valid and complete, to create an account (a “Authorized User Account”) with a username (each, a “Username”) and password (each, a “Passcode”) to access and use the Services.
f) The Participant agrees to, and shall cause the Authorized Users to: (i) only log into and use their respective Authorized User Accounts and no one else’s, (ii) keep their respective Usernames and Passcodes created to access and use the Services (the “Login Credentials”) secret and confidential; (iii) not disclose their respective Login Credentials to any other person; (iv) use best efforts to prevent unauthorized access to or use the Services or the Rewatt Platform; and (v) promptly notify Rewatt of any actual or suspected unauthorized access to or use of the Services or the Rewatt Platform. The Participant is responsible for all activities that occur in connection with the use of the Authorized User Accounts, with or without the Participant ’s knowledge or consent, and Rewatt is authorized to accept access and/or use of the Authorized User Accounts as conclusive evidence that an Authorized User has accessed and/or used the Services, for and on behalf of the Participant .
g) Restrictions on Use. The Participant shall not, and shall cause its Authorized Users not, to: (a) rent, lease, lend, sell, assign, transfer, convey or otherwise make the Services or the Rewatt Platform available to any person save and except for Authorized Users; (b) rent, lease, lend, sell, assign, transfer, convey or otherwise make available any documentation or other related materials or any portion thereof, regardless of its form or medium, pertaining to the Services, which are provided or made available to the Participant and its Authorized Users in conjunction with the Agreement including, without limitation, any abridgement or condensed form of such documentation or any other work derived therefrom (the “Rewatt Documentation”) to any person save and except for Authorized Users; (c) bypass or breach any disabling device, security device or protection used by Rewatt in connection with operating the the Rewatt Platform; (d) damage, destroy, modify, disrupt, remove, relocate, disable, impair, interfere with or otherwise impede or harm, in any manner, the Rewatt Platform or any components thereof; (e) access or use the Rewatt Platform to input, upload, transmit, activate or store (i) and information or materials that may be defamatory, threatening, offensive, libelous, harmful, injurious or unlawful, (ii) and viruses, worms, time bombs, trojan horses, backdoor, malware and other harmful or malicious code, files, scripts, agents, programs or other technology or devices capable of disrupting, erasing, disabling, damaging, gaining unauthorized access to or shutting down a computer system or software or hardware components thereof or (iii) any other information or materials that are not uploaded or otherwise sent to the Rewatt Platform by the Authorized Users for the purposes of Rewatt providing the Services; (f) attempt to gain unauthorized access to the Rewatt Platform or any other computer system, software, hardware or data of Rewatt or any other person; (g) do anything that will reveal or generate the source code of the Rewatt Platform or any components thereof; (h) access or use the Rewatt Platform in any manner that, in whole or in part, infringes on, misappropriates or otherwise violates any intellectual property rights or any other rights of any person or any applicable laws; (i) copy, frame, reproduce, duplicate or mirror any part or content of the Rewatt Platform; (j) create derivate works, improvements or modifications based on the Rewatt Platform; (k) reverse engineer, decompile, dissemble, decode, adapt or otherwise attempt to derive or gain access to the source code of the Rewatt Platform or any part thereof; (l) access or use the Rewatt Platform to develop a competitive product or service or copy any ideas, features or functions of the Rewatt Platform; or (m) authorize, permit, or encourage any Person to do any of the above.
h) Responsibilities of Participant in respect of Authorized Users. The Participant shall:
(1) inform each Authorized User of the terms and conditions of the Agreement relating to the access and use of the Services;
(2) cause each Authorized User to comply with the terms and conditions of the Agreement as if they were a party to the Agreement with the same obligations that the Participant has under this Agreement; and
(3) notify Rewatt immediately of any breach or threatened breach of the terms and conditions of this Agreement by any Authorized User.
THE PARTICIPANT IS LIABLE AND RESPONSIBLE FOR: (A) ANY AND ALL ACTIVITIES ASSOCIATED WITH ANY AUTHORIZED USER ACCOUNT, WITH OR WITHOUT THE KNOWLEDGE OR CONSENT OF THE PARTICIPANT; AND (B) ANY AND ALL CLAIMS ARISING FROM OR RELATING TO ANY AUTHORIZED USER FAILING TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Fees and Compensation
a) For Transaction completed, the Participant agrees to pay to Rewatt 25% of the gross proceeds from such Transaction (the “Fees”).
b) Payment Responsibilities:
i) The earning disbursement for each calendar year shall become due and payable by Rewatt to the Payee, in arrears, within 30 days after monetization. The disbursement shall be paid by Rewatt to the Payee by direct deposit or such other method as agreed to by Rewatt and the Payee.
ii) The Payee acknowledges and agrees that it is solely responsible for making timely and accurate payments to participants as specified in the agreement between the Payee and the participants. Rewatt does not assume any responsibility or guarantee the payment amounts or schedule agreed upon between the Payee and the participants. The Payee shall ensure that all payments are made in accordance with the terms agreed upon and in compliance with applicable laws and regulations.
iii) Rewatt does not guarantee or warrant the pricing of Distributed Renewable Offsets or any environmental commodity. Any pricing details or estimates provided by Rewatt are for informational purposes only and should not be considered as a guarantee of future pricing.
Participants and the Payee acknowledge that pricing may vary based on market conditions, demand, and other factors beyond the control of Rewatt.
iv) Participants will be provided with access to a dashboard through their Rewatt account. The dashboard will enable participants to view relevant information related to their participation, including but not limited to payment history, performance metrics, and other relevant data. The Rewatt will make reasonable efforts to ensure the availability and accuracy of the dashboard, but does not warrant or guarantee uninterrupted access or the absence of any errors or omissions.
Term and Termination
a) The Agreement Term:
i) The Participant hereby agrees to participate in the Rewatt Credit Program commencing on the date the application is submitted by the Participant (the “Effective Date”) and ending on the 10th anniversary of the Effective Date (the “Initial Term”) unless the Initial Term is extended in accordance with Section 3.1(b) or earlier terminated by either Party in accordance with Sections 6b, 6c, 6d.
ii) In the event that the Participant adds any additional Participant Onboarded Sites to the Rewatt Platform at any time after the Effective Date, the Participant may apply to have the Initial Term extended to a date agreed upon by Rewatt and the Participant, each acting reasonably, taking into account any extension to the Aggregated Offset Project or the Independent Offset Project, as the case may be, to which the Participant has been assigned or any other relevant factors.
b) The Agreement may be terminated by Rewatt:
i) on 30 days prior written notice to the Participant of any material breach of the Agreement by the Participant; provided, however, that if such material breach is cured by the Participant within the 30 day notice period, the Agreement shall remain in force and effect; or
ii) immediately upon providing the Participant written notice if the Participant is declared bankrupt or makes any arrangement with or for the benefit of its creditors.
c) The Agreement may be terminated by the Participant:
i) on 30 days prior written notice to Rewatt of any material breach of the Agreement by Rewatt; provided, however, that if such material breach is cured by Rewatt with the 30 day notice period, the Agreement shall remain in force and effect; or
ii) immediately upon providing Rewatt written notice if Rewatt is declared bankrupt or makes any arrangement with or for the benefit of its creditors.
iii) If the Participant has generated or future credits that have been committed to a buyer contract, the Participant is strictly prohibited from terminating the contract for the specified purchase contract term. Once credits have been sold or committed to a buyer contract, participants are obligated to fulfill the commitment for the specified contract duration, and no other termination provisions can override this requirement.
d) Upon termination of the Agreement, termination goes into effect at the end of the current vintage year, at which point the participant site will be removed from the registered project. The participant will receive payment for the vintage year, and the company will be fully released from any and all liabilities beyond the current term.
Representations and Warranties of the Participant
a) The Participant hereby represents and warrants to Rewatt that, as at the date hereof and continuously throughout the Term:
i) if the Participant is a corporation, partnership or trust, the Participant is duly incorporated or formed, as applicable, and organized and validly existing under the laws of the jurisdiction of its incorporation or formation, as applicable, and is duly registered and authorized to carry on business as required in its jurisdiction of incorporation or formation, as applicable, and as further required by Applicable Laws;
ii) the Participant has the requisite power, capacity and authority to enter into the Agreement and to perform the obligations to which it hereby is subject to including, without limitation, authorizing and directing Rewatt, for and on behalf of the Participant, to sell, assign, transfer and convey the Distributed Renewable Offset Assets in accordance with Section 3;
iii) the Agreement has been agreed to by the Participant and constitutes a legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms and conditions, subject to the qualification that such enforceability may be subject to (1) bankruptcy, winding up, insolvency, fraudulent preference, reorganization or other laws affecting creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law);
iv) there is no requirement on the part of the Participant to obtain any sanctions, rulings, consents, orders, exemptions, authorizations or other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any third parties for the Participant to perform the obligations to which it hereby is subject to including, without limitation, authorizing and directing Rewatt, for and on behalf of the Participant, to sell, assign, transfer and convey the Distributed Renewable Offset Assets pursuant to and in accordance with Section 3;
v) the Participant has good and marketable, transferable, beneficial, legal and, where applicable, registered title to the Distributed Renewable Offset Assets, free and clear of all Encumbrances, and no Person has any contract or other option, right or privilege (whether by law, pre-emptive, contractual or otherwise) capable of becoming a contract or other option, right or privilege for the purchase from the Participant of any of the Distributed Renewable Offset Assets or any interest therein, save and except for any purchasers identified by Rewatt pursuant to and in accordance with Section 3; and
vi) upon the completion of a Transaction the purchaser identified by Rewatt pursuant to and in accordance with Section 3 will have good and valid title to the Distributed Renewable Offset Assets, free and clear of all Encumbrances.
a) The Participant hereby acknowledges and agrees that:
i) Rewatt has the right to continuously upgrade, update, fix, patch, modify or otherwise change the Rewatt Platform provided that none of the changes prohibit Rewatt from providing the Services in accordance with the terms and conditions of the Agreement;
ii) the Rewatt Platform uses third party products and services including, among other things, Digital Ocean, the Google Cloud Platform (GCP), Hyperledger Fabric, and other web services, application programming interfaces, platform hosting services and software development kits that will change from time to time (collectively, “Third Party Materials”), Rewatt cannot and does not exercise any control over Third Party Materials and is not responsible or liable for any changes, discontinuance, loss or unavailability of any Third Party Materials or the impact thereof on the performance of the Services. Rewatt shall not be responsible nor liable for any Claims that may be asserted or brought against, or suffered by, any person for or in respect of, or relating to any Third Party Materials.
a) The Participant assumes the responsibility to promptly notify Rewatt of any modifications or alterations that may impact the integration or functionality of the APIs and data connectors. Such notification shall be communicated without delay, ensuring that necessary adjustments can be made in a timely manner to uphold the seamless operation and adherence to legal requirements governing the service.
b) Any notice, document or communication required to be given hereunder shall be in writing and may be delivered personally, sent by confirmed or recorded electronic communications, or sent by registered mail (i) to the Participant by using the address or email of the Participant in its Rewatt Account or (ii) to Rewatt by using the address or email of Rewatt identified as the contact information for Rewatt on the Rewatt Platform.
c) Any notice, document or communication aforesaid, if delivered personally, shall be deemed to have been given and received on the day on which it was so delivered, and if not a Business Day, then on the Business Day next following the day of delivery, and if sent by electronic communication, shall be deemed to have been received on the next Business Day following the date of transmission, and if sent by registered mail, shall be deemed to have been given and received on the fifth Business Day following the day on which it was so mailed.
Limitation of Liabilities
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT REWATT SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UNDER THIS AGREEMENT TO ANY OF THE PARTICIPANT INDEMNIFIED PARTIES FOR ANY EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, LOSS OF PROFIT, LOST REVENUE OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR RELATED TO, ANY MISREPRESENTATION, BREACH OR NON-PERFORMANCE OF THIS AGREEMENT REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER THE PARTICIPANT WAS OR WAS NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM WAS BASED.
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL Rewatt’S TOTAL AGGREGATE LIABILITY TO THE PARTICIPANT ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO A BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE OR OTHERWISE, EXCEED THE FEES PAID TO THE PARTICIPANT FOR THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NONE OF THE EXCLUSIONS SHALL APPLY IN THE EVENT OF FRAUD, WILFULL MISCONDUCT, INTENTIONAL MISREPRESENTATION OR GROSS NEGLIGENCE.
(1) The Participant acknowledges and agrees that Rewatt shall not be liable for any act or omission by any third party.
(2) All claims, regardless of form, arising out of or related to the Agreement brought by the Participant are subject to and governed by the Limitations Act of Alberta.
(3) The limitation of liability provisions set forth in this Section 10 will apply even if the Participant ‘s remedies under the Agreement fail of their essential purpose.
a) The Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of Alberta and any laws of Canada applicable therein and the Parties attorn to the non-exclusive jurisdiction of the courts of Alberta.
b) Rewatt shall not be responsible for any failure to perform or delay in performing any of its obligations under the Agreement where and to the extent that such failure or delay results, directly or indirectly, from an unforeseeable event beyond Rewatt’s reasonable control, including but not limited to: connectivity loss; a cyber attack; damage to Rewatt’s server; failure of meter companies to use encrypted data; failure of data, products or services controlled by any third party including providers of communications or network services; utility power failure; acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labour shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; terrorist acts; or failure of products or services controlled by any third party (throughout, “Force Majeure”). Rewatt shall not be liable for any loss or damages either general, indirect, exemplary, incidental, special, punitive, consequential, loss of profit, loss of revenue or any other kind whatsoever, which the Participant may suffer due to or resulting from such delay or failure. In the event that Force Majeure occurs as contemplated herein, the duration of the Agreement shall be extended by the period for which such Force Majeure continues.
c) Except for the limited use rights expressly provided in this Agreement, the Participant acknowledges and agrees that it does not acquire any intellectual property or other proprietary rights, including without limitation patents, industrial, intangible, designs, trademarks, copyright, moral, trade secret, confidential information or other rights in or relating to the Rewatt Platform or any other intellectual property owned, licensed or sublicensed by Rewatt (“Intellectual Property”), the Confidential Information or any translation or other derivative work thereof. The Participant agrees it will not refute or otherwise challenge Rewatt’s right, title and interest in and to the Intellectual Property. All comments, ideas, changes or other feedback provided by the Participant to Rewatt regarding the Rewatt Platform will be owned by Rewatt. All rights not expressly granted in this Agreement are reserved by Rewatt.
d) The Agreement constitutes the entire agreement between the Parties with respect to the Participants participation in the Rewatt Credit Program and supersedes all previous communications, representations, warranties and agreements either written or oral.
e) Nothing herein shall be deemed to establish a partnership, joint venture or agency relationship between the Parties, except as expressly established and authorized under the Agreement.
f) The Agreement shall be binding upon and shall ensure to the benefit of the Parties and their respective heirs, executors, administrators, other legal personal representatives, successors and permitted assigns.
g) Except as expressly permitted by the terms hereof, neither the Agreement nor any of the rights, interests or obligations hereunder shall be: (i) assigned by the Participant without the prior written consent of Rewatt; nor (ii) assigned by Rewatt without the prior written consent of the Participant save and except pursuant to an internal reorganization or pursuant to the sale of all or substantially all of its assets to an arm’s length third party buyer.
h) No waiver by either Party of any breach (whether actual or anticipated) of any of the covenants, acknowledgements, representations or warranties contained herein or extension of time by either Party for the performance of any obligations of any other Party shall take effect or be binding upon such Party unless the waiver or extension is expressed in writing. Any waiver or extension so given shall extend only to the particular breach so waived or the particular extension so given and shall not limit or affect any rights with respect to any other or future breach.
i) Time shall be of the essence in the Agreement.
j) If any of the provisions of the Agreement are determined to be invalid, illegal or unenforceable in any respect, such provision(s) shall be deemed to be severable and such determination shall not affect the validity, legality or enforceability of any other provision of the Agreement unless as a result of such determination the Agreement would fail of its essential purpose.
In this Agreement, the following words, phrases and expressions are used with the following meanings:
i) “Aggregated Project” means a project that involves aggregating the Distributed Renewable Offset assets derived from more than one Participant’s Onboarded Sites to create Distributed Renewable Offset assets.
ii) “Authorized Representatives” also Users has the meaning ascribed to it in Section 4;
iii) “Agreement” means this Participants Agreement, together with any schedules attached hereto, as may be amended or amended and restated from time to time;
iv) “Application Programming Interface (APIs)”. the rules and protocols that enables the rewatt platform to communicate and interact with the charging stations and other digital data system.
v) “Business Day” means any day of the week except Saturday, Sunday or any statutory or civic holiday observed in Canada;
vi) “Fees and Compensation” has the meaning ascribed to it in Section 6;
vii) “Confidential Information” includes (i) any and all information disclosed, directly or indirectly, to the Participant by, or on behalf of, Rewatt, or otherwise made known to Participant prior to or during the Term regarding Rewatt, including, without limitation, information about Rewatt’s business, operations, assets, technologies, methods, processes, ideas, inventions, discoveries, data, trade-secrets, know-how, intellectual property (whether registered or not), prospects, opportunities, customers, suppliers, employees, consultants, business associates, products or finances, (ii) any summaries, notes, analyses, compilations, studies or other records that contain or otherwise reflect or have been generated, wholly or partly, or derived from such information by or on behalf of the Participant and (iii) the terms and conditions of this Agreement; provided, however, that Confidential Information does not include the existence of this Agreement nor any information that:
(1) is or becomes generally available to and known by the public through no fault of the Participant (provided, however, that where any part of such information is generally available to and known by the public but a compilation of information which includes such part is not so available then such compilation shall be treated as Confidential Information hereunder);
(2) is or becomes available to the Participant from a source other than Rewatt provided that such source was not and is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation;
(3) was already in the lawful possession of the Participant prior to being disclosed by, or on behalf of, Rewatt pursuant to this Agreement; or
(4) was independently developed by the Participant without the use of Rewatt’s Confidential Information and without otherwise violating any of its obligations under this Agreement;
viii) “Effective Date” means the date participant agrees to the terms and conditions during the application process;
ix) “Encumbrance” means any security interest, lien, prior claim, charge, hypothec, hypothecation, reservation of ownership, pledge, encumbrance, mortgage or adverse claim of any nature or kind, together with any agreement to grant any of the foregoing rights or interests;
x) “Emission Credit Assets” means the rights, title and interest in and to any Emission Credit that may be purchased and sold including, without limitation, carbon offset credits, renewable energy credits, low carbon fuel credits, clean fuel regulation credits etc.;
xi) “Credit Registry” means the registries on which Distributed Renewable Offsets may be registered including, without limitation, CSA Alberta Emissions Offset Registry, CFR-CATS, Canadian OPBS, Green-e, WREGIS, etc;
xii) “Green Attributes” means all aspects, claims, characteristics and benefits (including, without limitation, environmental, power source and emission characteristics, credits, allowances, reductions and offsets) associated with the generation of a specific quantity of electricity by an Onboarded Site other than the energy produced;
xiii) “Onboarded Site” means a Participant Onboarded Site or a Third Party Onboarded Site, as applicable;
xiv) “Participant” has the meaning ascribed thereto in Section 3.a and its successors and permitted assigns;
xv) “Participant Onboarded Site” means a renewable energy generation system or electric vehicle charging station that a Participant has added to its Rewatt Account in accordance with the terms and conditions relating thereto;
xvi) “Payee” is the legal entity assigned to receive payment for the credits.
xvii) “Person” includes an individual, a corporation, a partnership, a trust, a joint venture, an unincorporated organization or other legal entity or any executor, administrator or other legal representative of an individual;
xviii) “Prospect” is a Person who has good and marketable, transferable, beneficial, legal and, where applicable, registered title to Green Attributes from renewable energy generation systems or electric vehicle charging stations;
xix) “Registered Creator” has the meaning ascribed to it in Section 3.b.i;
xx) “Rewatt Account” has the meaning ascribed to it in Section 3;
xxi) “Rewatt Solar Credit Program” has the meaning ascribed thereto in Section 3;
xxii) “Rewatt Marks” means the trademarks of Rewatt;
xxiii) “Rewatt Platform” means Rewatt’s proprietary web platform located at app.rewattpower.com which consists of, inter alia, information, data, documents materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions owned, licensed or sublicensed by Rewatt pursuant to which, inter alia, Rewatt, in part, provides the services contemplated by Rewatt’s Term and Conditions.
xxiv) “Term” has the meaning ascribed to it in Section 5.a;
xxv) “Third Party Onboarded Site” means a renewable energy generation system or electric vehicle charging station that a Person other than the Participant has added to its Rewatt Account; and
xxvi) “Transaction” has the meaning ascribed to it in Section 3.
xxvii) “Vintage” the year an emission reduction occurred or the offset was issued.
i) References to “hereunder,” “herein,” “hereby,” and “hereof” are to this Agreement as a whole, unless otherwise specified.
ii) References to “including” or similar expressions are illustrative and do not limit the preceding words.
iii) References to Sections and Schedules herein are to sections or schedules of this Agreement.
iv) Headings of the Sections and Schedules herein are for convenience only and do not describe the content.
v) Singular words include the plural, and gender-specific words encompass all genders as required.
vi) When calculating time periods, exclude the reference day and include the day for the act. If the last day falls on a non-Business Day, extend the period to the next Business Day.
vii) References to statutes include regulations, amendments, and any subsequent legislation that supplements or replaces the referenced statute.
viii) All dollar amounts in this Agreement are in Canadian currency.