CENERGIM TERMS OF SERVICE

Last Updated: July 1, 2019

Welcome, and thank you for your interest in Cenergim, Corp. (“Cenergim,”“we,” “our,” or “us”) and our website at www.Cenergim.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Platform”). These Terms of Service are a legally binding contract between you (“you,” “your,” “user,” “Innovator,”or “Challenger”) and Cenergim regarding your use of the Platform.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING“Sign Up”OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CENERGIM’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE PLATFORM. YOUR USE OF THE PLATFORM, AND CENERGIM’S PROVISION OF THE PLATFORM TO YOU, CONSTITUTES AN AGREEMENT BY CENERGIM AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 20, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY CONFIDENTIAL BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND CENERGIM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JUDGE OR JURY, OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT).(SEE SECTION 20.)

ESCROW NOTICE. AS A CONDITION OF USING THE PLATFORM, ALL REWARDS PAID BY CHALLENGERS TO INNOVATORS AND REWARD FEES PAID TO CENERGIM WILL BE HANDLED THROUGH ESCROW.COM. FOR DETAILS ABOUT THE ESCROW SERVICE INCLUDING THE ESCROW.COM TERMS OF USE AND PRIVACY POLICY, SEE SECTION5.

1. CENERGIMPLATFORMOVERVIEW
Cenergim is a smart innovation ecosystem that provides a Platform for businesses to post innovation“Challenges” of varying complexity to be solved by Innovators of varying skills, qualifications, and expertise. A “Challenger” is a business who posts Challenges on the Platform and an “Innovator” is a domain expert who solves posted Challenges. Once an Innovator accepts a Challenge and the Challenger accepts the Innovator, the Challenge has been “Awarded” to that Innovator. A Challenger pays a Reward to the Awarded Innovator for solving the Challenge.An Innovator on the Platformmay be referred to as an Analyst, Facilitator, Specialist, Maven, Luminary, Solution Master, or an Expert as required by the complexity and scope of the Challenge.Visitors to the Platform, Challengers, and Innovators are all referred to as “users” of the Platform in these Terms. Users may use the Platform as either a Challenger or an Innovator for different Challenges and specialized provisions of these Terms apply for each type of user depending on their role for a particular Challenge.

2. ELIGIBILITY
You must be at least 18 years old to use the Platform. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Platform; and (c) your registration and your use of the Platform is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. ACCOUNT AND REGISTRATION.
To access features of the Platformincluding posting, accepting, Awarding, paying oraccepting a Reward, requires youto register for an account.When you register for an account, you may be required to provide us with some information about yourself and your business such as your name, business’ name, business logo, phone numbers, email address, the types of services you provide, and other contact information. You agree that any and all information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.When you register, you will be asked to provide a login name and password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@Cenergim.com.By registering an account and creating a professional profile, you warrant and covenant as follows:
3.1 Authorization. You are a principal or an employee authorized to create a profile on behalf of yourself or a business.
3.2 Accurate Information. You will provide accurate, truthful, and complete information regarding your business, products, and services, and keep such information up to date.
3.3 Update Information. You agree to immediately notify us if: (i) any information you have provided to us, or any relevant information about you, has changed, (ii) a user has notified you that they have a complaint with you or any products or services provided by you, or (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your products or servicesor your professional license.
3.4 Professional License. If your profession or business requires licensure, you agree to provide all licensing information necessary to participate in a Challenge. In addition, you represent that any licensing information you provide is accurate and up to date.

4. SERVICES, REWARDS, AND FEES

4.1 Posting Challenges. A Challenger may post an unlimited number of Challenges on the Platform. All Challenges are posteddiscreetly. When submitted, a Challenge is only visible to the Managed Services Team who review and invite qualifiedInnovators to solve the Challenge.The Challenger may be notified to repost the Challenge with modified terms if no Innovator accepts the Challenge. This notice may include suggestions to implement a higher Reward, a clearer definition of the Challenge, more detailed deliverables, or different milestones. Cenergim reserves the right to reject submitted Challenges for any or no reason.For more information on posting Challenges, click here.

4.2 Challenge Agreement. Upon an Innovator being Awarded a specific Challenge, the issuing Challenger and Awarded Innovator (collectively the “Parties”) must enter into a Challenge Agreement within five (5)business days of the Award.The Challenge Agreement sets forth the rights, obligations, terms, and conditions of the Parties for that specific Challenge. Each Challenge Agreement includes details regarding development and delivery milestones, Reward payment terms, intellectual property ownership rights and licenses, confidentiality and indemnification.For more information on terms of Challenge Agreements, click here.

4.3 Challenge Reward. The “Reward”is the amount that the Challenger is willing to solve the challenge. Once Cenergim notifies the Challenger that the Challenge has been conditionally accepted by an Innovator, the Challenger mustremit payment of the Reward to Cenergim’s escrow partner (Escrow.com or other approved escrow services) within ten (10) business days.

4.4 Reward Fee. Cenergim’s “Reward Fee” for Challenges will be assessed at 25% of the Reward. Escrow.com will pay Cenergim and the Innovator installments based on the milestones achieved as specified in the Challenge Agreement.Notwithstanding Section 4.14 below, the Reward Fee is non-refundable. Upon the receipt of funds by Escrow.com, the Parties must sign a Challenge Agreement containing specific information of both parties as well the Challenge specific requirements.For more information about the RewardFee, click here.

4.5 Managed Services Team. Cenergim’s “Managed Services Team” will assist users during different stages of the Challenge cycle. Some Managed Services Team services are complimentary while others are performed for a Service Fee.For more information about our Managed Services Team or the related Service Fees, click here.

4.6 Selecting an Innovator. Users post profiles about themselves and their business on the Platform. Innovators have been preliminarily vetted by Cenergim to provide solutions to Challenges; however, Challengers should always exercise due care and diligence when selecting an Innovator. It is up to the Challenger to assess an Innovator’s qualifications and vet the Innovator as appropriate for the Challenge. Challengers assume all risks when using the Platform, including but not limited to all of the risks associated with any online or offline interactions with users.For more information on the Innovator selection process,click here.We disclaim any and all representations or warranties with regard to any Innovator’s performance on a Challenge or the outcome or quality of the services performed.

4.7 Challenge Reposting. If an Innovator is Awarded a Challenge but the Challenger fails to execute a Challenge Agreement within ten (10) business days, the Challenger will submit a Challenge re-posting fee to Cenergim assessed at 2% of the Reward. Similarly, if the Innovator backs-out of the Challenge prior to signing a Challenge Agreement, Cenergim will re-post the Challenge at the same Reward amount at no additional fee for Challenger. However, if the Innovator backs-out of the Challenge after signing a Challenge Agreement, Cenergim will recover the re-posting fee from the Innovator. If any penalties are imposed by Escrow.com, the user at fault will be fully liable for the incurred penalties.

4.8 Innovator Obligations. As an Innovator, you agree that you will accept Challenges only if you possess the qualifications, experience and skill necessary to complete such work, and you will complete such work with the degree of skill and care that is required by current good and sound professional procedures and practices in accordance with applicable industry standards. You also agree that you have (and will continue to maintain) current valid licenses, authorizations, insurance and bonding required by all applicable authorities for any work you accept or perform. For more information on Innovator obligations, click here.

4.9 Sub-contracting or Third Party Assistance. Innovators agree that they may not sub-contract the resolution of any Challenge in whole or in part to any third party. As an Innovator, you represent and warrant that you are fully capable of solving the Challenge without the aid of a third party. Any misrepresentations may result in penalties and damages to Cenergim and the Challenger.

4.10 Independent Will.You acknowledge and agree that undertaking certain Challenges may pose risks to you;if you accept any Challenge you do so of your own accord and you take such Challenge at your own risk and fully discharge Cenergim from any liability relating to your acceptance of any Challenge.

4.11 Declining an Innovator.If a Challenger desires to decline anInnovator, the Challengermay be required to submita written explanation as to why they chose to decline the Innovator. By declining an Innovator, the Challengerforfeits their right to engage that specificInnovator and agrees to honor the Non-Circumventionprovision described in Section 6.2 and refrain from contacting, communicating, or engaging with the Innovator in any way.

4.12 Regulatory Requirements. You represent and warrant that should any Challenge require compliance with any regulatory body including any local, state, or Federal agency including but not limited to the Food and Drug Administration; United States Department of Agriculture; Federal Communications Commission; Bureau of Alcohol, Tobacco, Firearms and Explosives; Federal Trade Commission; United States Environmental Protection Agency; Nuclear Regulatory Commission; The Occupational Safety and Health Administration; Securities and Exchange Commission; Federal Energy Regulatory Commission; or United States Department of Health and Human Services, both the Challenger and the Innovator have the appropriate qualifications, clearance or other legal requirement to lawfully engage in the Challenge and you will comply with all rules, laws and regulations.

4.13 Government Contracts. If Challenger is (i) a U.S. Government entity or agency, or (ii) a U.S. Government contractor or subcontractor, Challenger must make such status known to Cenergim and to the AwardedInnovator before signing a Challenge Agreement. A user may make their status know to Cenergim by sending an email to support@Cenergim.com.

4.14 Cancellation. Within the first two business days of posting a Challenge, a Challenger may cancel the Challenge and incur no penalties.A Challenger may be required to pay a fee upon cancellation of a Challenge if the cancelled Challenge had been posted for more than two business days. For more information about Challenge cancellation, click here.

5. FEES, REWARD, ESCROW AND TAXES

5.1 Fee Payment. Certain features of the Platformmay require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. Cenergim reserves the right to determine pricing for the services and features available on the Platform. Cenergim will make reasonable efforts to keep pricing information published on the website up to date. Cenergim may change the fees for any feature of the Platform, including additional fees or charges, if Cenergim gives you advance notice of changes before they apply. Cenergim, at its sole discretion, may make promotional offers with different features and different pricing to any of Cenergim’s users. These promotional offers, unless made to you, will not apply to your offer or these Terms. Cenergim does not collect and store credit card or other payment card information on this Platform. We use a variety of third-party payment processors to assist in completing financial transactions initiated on the Platform.

5.2 Service Fee.“Service Fees” are fees for the services provided by Cenergim’s Managed Service Team. Payments for Service Feesare due when services are rendered. We usebank wires and payment services such asPayPal, Zell, Stripe or others to assist in completing financial transactions for Service Fees. These providers have their own privacy policies for collecting, storing and using payment card and other information in connection with such transactions. Cenergim has no control or influence over such policies or the providers’ compliance with them, and we have no access to the payment card or other information collected by these providers. Users are encouraged to review the service providers’ privacy policies before engaging in financial transactions of Service Fees initiated on the Service. For more information about Service Fees, click here. We disclaim any and all representations or warranties with regard to the financial transaction services provided by any of these providers.

5.3 Escrow. As a condition of using the Platform, prevent fraud, and ensure trust between Parties all Reward and Reward Fee transactions are handled through Escrow.com. Upon a ChallengebeingAwarded to an Innovator, the Reward Fee plus the appropriate Escrow Fees and fees for additional services chosen by the Challenger are due toEscrow.com. Escrow.com has its own terms of use and privacy policy for collecting, storing and using payment instructions and other information in connection with such transactions. Cenergim has no control or influence over such policies or Escrow.com’s compliance with them, and we have no access to the payment amount or other information collected by Escrow.com.We disclaim any and all representations or warranties with regard to the escrow services provided by Escrow.com.

Escrow.com’s general escrow instructions are available here: https://www.escrow.com/escrow-101/general-escrow-instructions. If you do not agree to the General Escrow Instructions, then you should not create or accept any Challenge on the Platform. With each transaction handled through Escrow.com, Escrow.com requires the Parties agree to their then current Terms of Use and Privacy policy; available for review here:

i. https://www.escrow.com/escrow-01/terms-of-use
ii. https://www.escrow.com/escrow-101/privacy-policy

5.4 Innovator Escrow Deposit. Upon accepting a challenge and prior to executing the Challenge Agreement,the Innovator will pay a deposit fee equal to 2% of theReward amount to Escrow.com. Upon completion of the Challenge,Escrow.comwill remit the deposit back to the Innovator. If the Innovator backs-out of a Challenge, this amount will be paid to Cenergim as a reposting fee.

5.5 Escrow Fee. “Escrow Fees” are fees charged by Escrow.com for providing escrow management services. Escrow Fees range between 3-5% as determined by Escrow.com. Cenergim has no control over the Escrow Fees. Challenger and Innovator agree to split the Escrow Fees equally between the Parties.

5.6 Delinquent Accounts. Cenergim may suspend or terminate access to the Platform, including fee-based portions of the Platform, for any account for which any amount is due but unpaid. In addition to the amount due for the Platform, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

5.7 Taxes. You agree to properly collect and pay sales, use, excise, income and other taxes, duties, and other governmental assessments in connection with any Challenge you participate in (“Taxes”). You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision or receipt of services. You agree that you, and not Cenergim, are solely responsible for all matters related to your Taxes.

6. EXCLUSIVITY

6.1 Restricted Communications. You agree that any communication between the Challenger and Innovator will be limited to the scope of the Challenge and via appropriate channels permitted by Cenergim. You agree that any other communication may be construed as an attempt to circumvent Cenergim and will be subject to penalties. For 24 months from the time you meet any user, or the date of challenge completion through the Platform (the “Exclusivity Period”), you must use the Cenergim Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that user or arising out of your relationship with that user (the “Cenergim Relationship”). You may opt-out of this obligation only if the Challenger or Innovator pays Cenergim an “Agency Fee” computed to be the greatest of the following amounts:

i. $10,000;
ii. 25% of the cost to the Challenger of the services to be performed by the Innovator in the Cenergim Relationship during the Exclusivity Period, as estimated in good faith by the Challenger; or
iii. 30% of Innovator’s compensation based on the employment contract for the first year of employment if the Challenger initiates an employment relationship with the Innovator.

To engage an Innovator beyond the relationship established through Cenergim, you must request instructions to pay the Agency Fee by sending an email to support@Cenergim.com.

6.2 Non-Circumvention. As a user of the Platform, you warrant and covenant not to circumvent payment for use of the Platform. By way of illustration and not in limitation of the foregoing, you must not:
i. Share any information on your professional profile by way of email, video, phone or any other method to promote direct contact and solicitation outside of the Platform;
ii. Submit proposals or solicit users identified through the Platform to contact, hire, manage, or pay outside the Platform;
iii. Accept proposals or solicit users identified through the Platform to contact, deliver services, invoice, or receive payment outside the Platform;
iv. Cancel any Challenge for the purpose of contracting or hiring an Innovator who you met through the Platform;
v. Report an Agency Fee amount lower than that actually agreed between users.

6.3 Prior Relationship Representing Special Circumstances. If any user claims to have had a prior relationship with another user and those userswish to conduct business with each other for matters not related to any Challenge posted on the Cenergim Platform, those users must provide proof of the existence of such previous relationship to be exempted from the Non-Circumvention provisiondescribed in Section6.2. A prior relationship will not release either user from these Terms or any other contract or agreement facilitated by the Platform.

6.4 Notification. You agree to immediately notify Cenergim if another user improperly contacts you or suggests making or receiving payments outside of the Platform. If you are aware of a potential breach or breach of this non-circumvention provision, please submit a confidential report to us by sending an email message to: support@Cenergim.com.

7. DISPUTES BETWEEN USERS;
RELEASE FROM DAMAGES AND CLAIMS ALL DISPUTES BETWEEN USERS, INCLUDING DISPUTES BETWEEN CHALLENGERS AND INNOVATORS, ARE SOLELY BETWEEN SUCH PARTIESAND MUST BE ADDRESSED BETWEEN THOSE USERS. SHOULD YOU HAVE A DISPUTE WITH RESPECT TO ANY PRODUCT OR SERVICE PROVIDED BY ANY INNOVATOR OR THE REWARD PAID BY ANY CHALLENGER, YOU MUST ADDRESS THE DISPUTE DIRECTLY WITH THAT USER. YOU HEREBY RELEASE CENERGIM (AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARENT, SUBSIDIARIES, OTHER AFFILIATES, SUCCESSORS, ASSIGNEES, AGENTS, REPRESENTATIVES, ADVERTISERS, MARKETING PARTNERS, LICENSORS, CONSULTANTS, INDEPENDENT CONTRACTORS, RECRUITERS, OR CORPORATE PARTNERS, HEREINAFTER “CENERGIM ENTITIES”) FROM ANY AND ALL DISPUTES ARISING OUT OF OR IN ANY WAY CONNECTED WITH INTERACTIONS BETWEEN USERS INCLUDING CHALLENGERS AND INNOVATORS. CENERGIM IS NOT RESPONSIBLE FOR ANY DAMAGE OR HARM RESULTING FROM YOUR INTERACTIONS WITH ANY USER. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE, SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

8. USER CONDUCT

BY USING THE PLATFORM,YOU AGREE TO:
a. treat all users respectfully;
b. collaborate, co-create, solve conflicts, and handle disputes in a professional manner;
c. be dependable and deliver on milestones as scheduled;
d. listen carefully to users and give them a chance to explain their position;
e. demonstrate the necessary skill and knowledge to perform the work;
f. demonstrate integrity in your workmanship; and
g. be truthful and upfront about products, services and abilities.

PROHIBITED CONDUCT BY USERS. BY USING THE PLATFORM, YOU AGREE NOT TO OR CAUSE ANY THIRD PARTY TO:

a. use the Platformfor any illegal purpose or in violation of any local, state, national, or international law;
b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Platform;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
d. interfere with security-related features of the Platform, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Platformexcept to the extent that the activity is expressly permitted by applicable law;
e. take any action or upload, post, e-mail or otherwise transmit to or via the Platform any User Content that violates any law or regulation;
f. take any action or upload, post, e-mail or otherwise transmit to or via the Platform any User Content as determined by Cenergim at its sole discretion that is illegal, harmful, threatening, violent, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
g. interfere with the operation of the Platformor any user’s use or enjoyment of the Platform, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Platform; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform;
h. “stalk”, abuse or attempt to abuse, or otherwise harass another user;
i. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Platformaccount without permission, or falsifying your age or date of birth;
j. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Materials;
k. take any action, written or otherwise, which is intended, or would reasonably be expected, to harm Cenergim or Cenergim’saffiliates or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to Cenergim;
l. take any actions or upload, post, e-mail or otherwise transmit to or via the Platform any User Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Personally Identifiable Information;
m. take any action or upload, post, email or otherwise transmit to or via the Platform any information or content that would violate any right or duty under any law or under contractual or fiduciary relationships (including, but not limited to, any inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
n. upload, post, email or otherwise transmit to or via the Platform any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that Cenergim considers in its sole discretion to be of such nature;
o. attempt to gain access to any other user’s account or password;
p. charge any third party for use of the Platform;
q. attempt to do any of the acts described in this Section 8 or assist or permit any person in engaging in any of the acts described in this Section 8.Any violation by you of the Terms of the foregoing may result in immediate and permanent suspension or cancellation of your account.

9. LICENSES

9.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Cenergim grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform.

9.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you will not or cause any third party to: (a) reproduce, distribute, publicly display, or publicly perform the Platform; (b) make modifications to the Platform; or (c) interfere with or circumvent any feature of the Platform, including any security or access control mechanism. If you are prohibited under applicable law from using the Platform, you may not use it.

9.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Platform(“Feedback”), then you hereby grant Cenergim an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Platformand create other products and services.

10. OWNERSHIP The Platform is owned and operated by Cenergim. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Platform (“Materials”) provided by Cenergim are protected by intellectual property and other laws. All Materials included in the Platform are the property of Cenergim or its third party licensors. Except as expressly authorized by Cenergim, you may not make use of the Materials. Cenergim reserves all rights to the Materials not granted expressly in these Terms.

11. CONFIDENTIALITY

11.1 Confidential Information. “Confidential Information” means any proprietary information, data, trade secrets, or know-how, including any information disclosed either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, designs, research, product plans, products, services, equipment, customers, inventions, discoveries, ideas, processes, drawings, hardware, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” disclosed by one party (“Discloser”) to the other (“Recipient”) under these Terms. For the avoidance of doubt, Challenge description and information is Confidential Information. Confidential Information does not include information which Recipient can demonstrate (i) is known to Recipient without a confidentiality obligation at the time of disclosure to Recipient by Discloser, (ii) has become publicly known and made generally available through no wrongful act of Recipient, or (iii) has been rightfully received by Recipient from a third party who is authorized to make such disclosure.

11.2 Use of Confidential Information. Notwithstanding anything contrary in these Terms, Recipient will not, during or subsequent to these Terms, use the Discloser’s Confidential Information for any purpose other than the performance of Recipient’s obligations under these Terms, or disclose Discloser’s Confidential Information to any third party. For the avoidance of doubt,Cenergim may disclose certain Challenge information to Innovators in performance of its obligations to these Terms. As between the parties, it is understood that Confidential Information of Discloser shall remain the sole property of Discloser. Recipient further agrees to take all reasonable precautions to prevent any unauthorized disclosure of Discloser’s Confidential Information including, but not limited to, having each employee or contractor of Recipient, if any, with access to any Discloser’s Confidential Information, execute a nondisclosure agreement containing provisions at least as protective of Confidential Information as these Terms.

11.3 Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Discloser with prompt written notice, if legally permissible, and will use its best efforts to assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient’s compliance with these Terms or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

11.4 Return of Materials. Upon the termination of these Terms, or upon Discloser’s earlier request, Recipient will destroy all Confidential Information that Recipient may have in Recipient’s possession or control and provide written certification of such destruction.

12. THIRD PARTY TERMS

12.1 Third Party Services and Linked Websites. Cenergim may provide tools through the Platform that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on Cenergim with an account on the third party service, such as collaboration tools for co-creation or ecommerce services for revenue sharing. By using one of these tools, you agree that Cenergim may transfer that information to the applicable third party service. Third party services are not under Cenergim’s control, and, to the fullest extent permitted by law, Cenergim is not responsible for any third party service’s use of your exported information. The Platformmay also contain links to third party websites. Linked websites are not under Cenergim’s control, and Cenergim is not responsible for their content.

12.2 Third Party Software. The Platformmay include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Platformis provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

13. USER CONTENT

13.1 User Content Generally. Certain features of the Platformmay permit users to upload content to the Platform, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Platform. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Platform.

13.2 Limited License Grant to Cenergim. By providing User Content to or via the Platform, you grant Cenergim a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

13.3 Limited License Grant to Other Users. By providing User Content to or via the Platformto other users of the Platform, you grant those users a non-exclusive license to access that User Content as permitted by these Terms and the functionality of the Platform.

13.4 User Content Representations and Warranties. Cenergim disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Platform. By providing User Content via the Platform, you affirm, represent, and warrant that:

a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Cenergim and users of the Platformto use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Cenergim, the Platform, and these Terms;
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Cenergim to violate any law or regulation; and
c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

13.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Cenergim may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Platformyou will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Cenergim with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Cenergim does not permit copyright-infringing activities on the Platform.

13.6 Monitoring Content. Cenergim does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Platformby its users. You acknowledge and agree that Cenergim reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Platformfor operational and other purposes. If at any time Cenergim chooses to monitor the content, Cenergim still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. If Cenergim finds that a user is in violation of Section 6 (Exclusivity) or more specifically Section 6.2 (Non-Circumvention) of these Terms, Cenergim may invoice the user amounts owed and terminate your account.

13.7 Ratings and Reviews. Users may discreetly rate and review other users; you understand and agree that while all reviewers must comply with these Terms, we are not obligated to remove negative ratings or reviews, except as may be required by law.

14. DIGITAL MILLENIUM COPYRIGHT ACT

14.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Platform, you may contact our Designated Agent at the following address:
Cenergim, Corp.
ATTN: Legal Department (Copyright Notification)
15166Los Gatos Blvd
Los Gatos, CA 95032
(650) 309.4000
Email: legal@Cenergim.com

Any notice alleging that materials hosted by or distributed through the Platforminfringe intellectual property rights must comply and include the following information: a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Platform;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Platformof which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

14.2 Repeat Infringers. Cenergim will promptly terminate the accounts of users that are determined by Cenergim to be repeat infringers.

15. MODIFICATIONS

15.1 Modification of these Terms of these Terms.We reserve the right to change these Terms on a going-forward basis at any timeupon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, wemayrequire that you accept the modified Terms in order to continue to use the Platform. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 15, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

15.2 Modification of the Platform. Cenergim reserves the right to modify or discontinue the Platformat any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. Cenergim will have no liability for any change to the Platformor any suspension or termination of your access to or use of the Platform.

16. TERMS AND TERMINATION

16.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Platform, and ending when terminated as described in Section 16.2.

16.2 Termination. If you violate any provision of these Terms, your authorization to access the Platformand these Terms automatically terminate. In addition, Cenergim may, at its sole discretion, terminate these Terms or your account on the Platform, or suspend or terminate your access to the Platform, at any time for any reason or no reason, with or without notice. You may deactivate your account and these Terms at any time by sending us a letter orby contacting customer service at support@Cenergim.com.

16.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Platform; (b) you will no longer be authorized to access your account or the Platform; (c) you must pay Cenergim any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination. Sections 6, 7, 9.3, 10, 11, 16.3, 17, 18, 19, 20, and 21survive any termination or expiration of these Terms.

17. INDEMNITY

To the fullest extent permitted by law, you are responsible for your use of the Platform, and you will defend and indemnify Cenergim and Cenergim Entities (as defined in Section 7) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

18. DISCLAIMERS; NO WARRANTIES

THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CENERGIM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CENERGIM DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CENERGIM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM OR CENERGIM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING ANY OF THE CENERGIM ENTITIES OR THE PLATFORM THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE PLATFORM AND YOUR DEALING WITH ANY OTHER PLATFORM USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PLATFORM AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PLATFORM) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. CENERGIM DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT CENERGIM IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

19. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CENERGIM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY MATERIALS OR CONTENT ON THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CENERGIM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.EXCEPT AS PROVIDED IN SECTION 20.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CENERGIM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO CENERGIM FOR ACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

20. DISPUTE RESOLUTION AND ARBITRATION

20.1 Generally. In the interest of resolving disputes between you and Cenergim in the most expedient and cost effective manner, and except as described in Section 20.2, you and Cenergim agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CENERGIM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

20.2 Exceptions. Despite the provisions of Section 20.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

20.3 Arbitrator. Any arbitration between you and Cenergim will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Cenergim. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

20.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Cenergim’s address for Notice is: Cenergim, Corp., 15166 Los Gatos Blvd, Los Gatos, CA 95032. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Cenergim may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Cenergim must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Cenergim in settlement of the dispute prior to the award, Cenergim will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

20.5 Fees. If you commence arbitration in accordance with these Terms, Cenergim will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Jose, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Cenergim for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

20.6 No Class Actions. YOU AND CENERGIM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Cenergim agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

20.7 Modifications to this Arbitration Provision. If Cenergim makes any future change to this arbitration provision, other than a change to Cenergim’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Cenergim’s address for Notice of Arbitration, in which case your account with Cenergim will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

20.8 Enforceability. If Section 20.6 is found to be unenforceable or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 21.3 will govern any action arising out of or related to these Terms.

21. MISCELLANEOUS

21.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Cenergim regarding your use of the Platform. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

21.2 Relationship of the Parties. These Terms do not create any agency, partnership, or joint venture between the parties. The relationship of parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either party the power to act as an agent or direct or control the day-to-day activities of the other.

21.3 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Cenergim submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Jose, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Platform from our offices in California, and we make no representation that Materials included in the Platform are appropriate or available for use in other locations.

21.4 Privacy Policy. Please read the Cenergim Privacy Policy [link to privacy policy] carefully for information relating to our collection, use, storage, disclosure of your personal information. The Cenergim Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

21.5 Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from the Platform (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

21.6 Consent to Electronic Communications. By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

21.7 Contact Information. The Platform is offered by Cenergim, Corp., located at 15166 Los Gatos Blvd, Los Gatos, CA 95032. You may contact us by sending correspondence to that address or by emailing us at support@Cenergim.com.

21.8 RSS Feed. The Cenergim RSS (really simple syndication) service is a means by which Cenergim offers feeds of Cenergim content (“RSS Content”) to visitors who use RSS aggregators. These Terms govern your use of the RSS Content and may be changed by Cenergim at any time without notice. The RSS Content is offered by Cenergim for non-commercial use. You must use the RSS Content as provided by Cenergim, and you may not edit or modify the text, content or links supplied by Cenergim. Cenergim retains all ownership and other rights in the RSS Content. The RSS Content may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the Site. You may not display the RSS Content in a manner that does not permit successful linking to, redirection to, or delivery of the applicable Site page. You may not insert any intermediate page, splash page, or other content between the RSS Content link and the applicable Site page. You must provide attribution to Cenergim in connection with your use of the RSS Content.

21.9 No Support. We are under no obligation to provide support for the Platform. In instances where we may offer support, the support will be subject to published policies.

21.10 International Use. The Platform is intended for visitors located within the United States. We make no representation that the Platform is appropriate or available for use outside of the United States. Access to the Platform from countries or territories or by individuals where such access is illegal is prohibited.

21.11 No Third Party Reliance. You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Cenergim. These Terms shall have no third party beneficiaries.

21.12 Force Majeure. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

21.13 Export Controls.Yourepresent and warrant that you will not use or otherwise export or re-export anything exchanged or transferred between Cenergim or with other users pursuant to these Terms or any executed Challenge Agreement except as authorized by United States law and the laws of the jurisdiction in which it was obtained. In particular but without limitation, the Platform, Materials, Challenges, Challenge resolutions, Confidential Information, technical data, intellectual property, technology, software and/or items (collectively “Technology”) exchanged between users and Cenergim may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By entering into these Terms, you represent and warrant that you are not located in any such country or on any such list. Furthermore, you represent and warrant that you will not use any Technology exchanged for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. In the event youbecome aware of any suspected violations of this paragraph,you must promptly notify Cenergim of such suspected violation, and cooperate with Cenergim in any subsequent investigation.

21.14 Language. All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

Cenergim Privacy Policy

Cenergim and its affiliates (“Cenergim,” “we,” “our,” and/or “us”) value the privacy of individuals who use our website and related services (collectively, our “Services”). This privacy policy (the “Privacy Policy”) explains how we collect, use, and share information from COMPANY users (“Users”). By using our Services, you agree to the collection, use, disclosure, and procedures this Privacy Policy describes. Beyond the Privacy Policy, your use of our Services is also subject to our Terms of Service.

Information WeCollect

We may collect a variety of information from or about you or your devices from various sources, as described below.

If you do not provide your information when requested, you may not be able to use our Services if that information is necessary to provide you with our Services or if we are legally required to collect it.

  1. Information You Provide to Us.

 

Registration and Profile Information. When you create a profile or post a challenge, we ask you for your information such as name, email address, and title.

Payment Information. When you make a payment for our Service, a third party escrow provider will receive your account information. We do not collect or store any financial account information on our servers.

Communications. If you contact us directly, we may receive additional information about you. For example, when you contact our Customer Support Team, we will receive your name, email address, phone number, the contents of a message or attachments that you may send to us, and other information you choose to provide.

  1. Information We Collect When You Use Our Services.

 

Device Information. We receive information about the device and software you use to access our Services, including internet protocol (IP) address, web browser type, operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, and push notification tokens.

Usage Information. To help us understand how you use our Services and to help us improve them, we automatically receive information about your interactions with our Services, like the pages or other content you view and the dates and times of your visits.

Information from Cookies and Similar Technologies. We and third party partners collect information using cookies, pixel tags, or similar technologies. Our third party partners, such as analytics partnersand service providers, may use these technologies to collect information about your online activities over time and across different services. Cookies are small text files containing a string of alphanumeric characters. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services.

Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Service to their fullest potential.

  1. Information We Receive from Third Parties.

Information from third party services. If you choose to link our Services to a third party account, we may receive information about you, including your third party account profile information. If you wish to limit the information available to us, you should visit the privacy settings of your third party accounts to learn about your options.

How We Use the Information We Collect

We use the information we collect:

  • To provide, maintain, improve, and enhance our Services;
  • To understand and analyze how you use our Services and develop new products, services, features, and functionality;
  • To communicate with you, provide you with updates and other information relating to our Services, provide information that you request, respond to comments and questions, and otherwise provide customer support;
  • To facilitate the connection of third party services or applications;
  • For marketing purposes, such as developing and providing promotional and advertising materialsthat may be useful, relevant, valuable or otherwise of interest to you;
  • To personalize your experience on our Services such as presenting tailored content;
  • To facilitate transactions and payments;
  • To find and prevent fraud, and respond to trust and safety issues that may arise;
  • For compliance purposes, including enforcing our Terms Of Service or other legal rights, or as may be required by applicable laws and regulations or requested by any judicial process or governmental agency; and
  • For other purposes for which we provide specific notice at the time the information is collected.

How We Share the Information We Collect

Affiliates. We may share any information we receive with our affiliates for any of the purposes described in this Privacy Policy.

Vendors and Service Providers. We may share any information we receive with vendors and service providers retained in connection with the provision of our Services.

User Content. Our Services allow for you to create a profile which can be viewed by other users of our Service. Your name and profile information will be viewable by other users that Cenergim invites to solve your challenge. The content you post to the Service will be displayed on the Services and viewable by these users. Although this content is private by default, below in the “Your Preferences” section of this Privacy Policy, we describe the controls that you can use, along with other relevant settings associated with your account, to limit the sharing of certain information. We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to post or how you identify yourself on the Services.

Third Party App Integrations.If you connect a third party application to our Services, we may share information with that third party.

Analytics Partners.We use analytics services to collect and process certain analytics data. These services may also collect information about your use of other websites, apps, and online resources.

As Required By Law and Similar Disclosures. We may access, preserve, and disclose your information if we believe doing so is required or appropriate to: (a) comply with law enforcement requests and legal process, such as a court order or subpoena; (b) respond to your requests; or (c) protect your, our, or others’ rights, property, or safety. For the avoidance of doubt, the disclosure of your information may occur if you post any objectionable content on or through the Services.

Merger, Sale, or Other Asset Transfers. We may transfer your information to service providers, advisors, potential transactional partners, or other third parties in connection with the consideration, negotiation, or completion of a corporate transaction in which we are acquired by or merged with another company or we sell, liquidate, or transfer all or a portion of our assets. The use of your information following any of these events will be governed by the provisions of this Privacy Policy in effect at the time the applicable information was collected.

Consent. We may also disclose your information with your permission.

Your Choices

Marketing Communications. You can unsubscribe from our promotional emails via the link provided in the emails. Even if you opt-out of receiving promotional messages from us, you will continue to receive administrative messages from us.

Do Not Track. There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.

If you choose not to provide us with information we collect, some features of our Services may not work as intended.

 

Third Parties

Our Services may contain links to other websites, products, or services that we do not own or operate.  We are not responsible for the privacy practices of these third parties. Please be aware that this Privacy Policy does not apply to your activities on these third party services or any information you disclose to these third parties. We encourage you to read their privacy policies before providing any information to them.

Security

We make reasonable efforts to protect your information by using physical and electronic safeguards designed to improve the security of the information we maintain. However, as our Services are hosted electronically, we can make no guarantees as to the security or privacy of your information.

Children’s Privacy

We do not knowingly collect, maintain, or use personal information from children under 13 years of age, and no part of our Services are directed to children. If you learn that a child has provided us with personal information in violation of this Privacy Policy, then you may alert us at privacy@cenergim.com.

International Visitors

 

Our Services are hosted in the United States and intended for visitors located within the United States. If you choose to use the Services from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States for storage and processing. Also, we may transfer your data from the U.S. to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the Services. By providing any information, including personal information, on or to the Services, you consent to such transfer, storage, and processing.

Update Your Information or Pose a Question

You can update your account and profile information or deactivateyour account through your profile settings. If you have questions about your privacy on the Services or this privacy policy, please contact us at support@cenergim.com.

Changes to this Privacy Policy

We will post any adjustments to the Privacy Policy on this page, and the revised version will be effective when it is posted. If we materially change the ways in which we use or share personal information previously collected from you through the Services, we will notify you through the Services, by email, or other communication.

Contact Information

If you have any questions, comments, or concerns about our processing activities, please email us at privacy@cenergim.comor write to us at [address].

Last Updated: April 2019