Solar Alliance Freedom

5. ROYALTIES As a component of SAF's Services, SAF provides royalty payments to Subscriber. Royalty payments constitute a portion of the revenue generated by the Subscriber's solar panels which are located at an SAF hosting facility. The Royalty Rate is a percentage of gross revenue generated through the generation of electricity by the SAF facility where the Subscriber's solar panels are housed. The Royalty Rate is established quarterly. Royalties generated by the Subscribers's solar panels are calculated by dividing the gross sales receipts generated by the facility at which the Subscriber's solar panels are installed and operational for the period, by the total electricity generated for the same period (Gross Revenue Per Kilowatt). Subscriber's Royalties are calculated by multiplying the Gross Revenue Per Kilowatt by the Subscriber's total solar panel or panels generation capacity per hour, and then by the Royalty Rate. Gross sales receipts are defined as the total revenue earned and received by the SAF facility solely through the generation of electricity, in the Royalty Period. Royalties are calculated on a quarterly basis (Royalty Period), specifically January 1 through March 31; April 1 through June 31; July 1 through September 30; and, October 1 are ending December 31. Royalty payments are made thirty (30) days after the close of the Royalty Period, Royalties are determined from books and records maintained in accordance with United States Generally Accepted Accounting Principles (GAAP), consistently applied throughout the organization and across all connections which are giving rise to gross sales receipts of electricity. Subscribers have the options of a) receiving Royalty Payments in cash on a quarterly basis, or b) reinvesting their Royalty Payments by purchasing additional solar panels to be housed at the SAF facility. 6. REVENUE STREAM The SAF solar facility on Jockey Hill in Ulster County, New York is planned to be placed online and connected to a revenue generation entity on or around January 1, 2015. Revenue generation and therefore Royalties and Royalty Payments will not be created until the day and time when the facility becomes online and electricity is flowing to a purchasing entity. Additional solar panels purchased by Subscribers are installed and connected on a monthly basis and are usually placed online on the first day of the month following installation and testing. 7. TAX CONSIDERATIONS Whereas Federal US and US State tax relief for the purchase and operation of solar power generation equipment is often available to qualified tax payers, SAF cannot guarantee that any tax benefits will be available to Subscribers and/or purchasers of solar panels, either currently or at any point in the future. Subscribers and/or purchasers are STRONGLY RECOMMENDED TO CONSULT THEIR ACCOUNTANT OR TAX ADVISOR TO ESTABLISH THEIR POTENTIAL TAX BENEFITS. 8. SAF AS RESELLER OR LICENSOR SAF is acting only as a reseller or licensor of certain services, hardware, software and equipment used in connection with the hosting and/or Services that were or are manufactured or provided by a third party ("Non-SAF Product"). SAF shall not be responsible for any changes in the Services that cause the Non-SAF Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-SAF Product either sold, licensed or provided by SAF to User or purchased directly by User used in connection with the Services will not be deemed a breach of SAF's obligations under this Agreement. Any rights or remedies User may have regarding the ownership, licensing, performance or compliance of Non-SAF Product are limited to those rights extended to User by the manufacturer of such Non-SFA Product. User is entitled to use any Non-SAF Product supplied by SAF only in connection with User's permitted use of the Services. User shall use its best efforts to protect and keep confidential all intellectual property provided by SAF to User through any Non-SAF Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. User shall not resell, transfer, export or re-export any Non-SAF Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law. 9. HOSTING POLICIES AND DEFINITIONS In order to maintain solar panel quality control and uniformity in connection and output, Subscribers can only place solar panels purchased via SAF at SAF hosting facilities. 10. PROPERTY RIGHTS Subscribers retain ownership of the solar panels hosted by SAF and can arrange to visit and inspect the panels by providing SAF a forty-eight (48) hour notice in writing. This notice of inspection process provides SAF the capability to accompany Subscriber and assist in identifying Subscriber's solar panels. 11. DISCLAIMER OF WARRANTY YOU, THE SUBSCRIBER, ACKNOWLEDGE THAT THE LOCATION, SERVICES, CONNECTIONS AND THE SOFTWARE ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. SAF HEREBY DISCLAIMS ANY WARRANTY OR CONDITION WITH RESPECT TO THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES AND SOFTWARE, OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH - USE OF THE SERVICES AND SOFTWARE, OR THAT THE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIR- USES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND SOFTWARE MAY CONTAIN ERRORS. NO ADVICE OR INFORMATION GIVEN BY SAF OR SAF'S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, SUBSCRIBER SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. SAF DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OF COMPUTER PROGRAMS AND CONTENT. SAF DOES NOT GUARANTEE THAT - USERS WILL BE ABLE TO - USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. SAF DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR SAF IN PARTICULAR. 12. LIMITATION OF LIABILITY SAF SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CA- USED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT SHALL SAF BE LIABLE UNDER CONTRACT, NEGLIGENCE, TORT, CONVERSION, COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT, IP RIGHTS HOLDER INFRINGEMENT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF - USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) WHETHER OR NOT SAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SAF SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE SOLAR PANELS, ANCILLARY EQUIPMENT, SERVICES OR TECHNOLOGY. SAF'S ENTIRE LIABILITY AND SUBSCRIBER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY - USE OF THE SERVICES IS THE CANCELLATION OF SUBSCRIBER'S ACCOUNT AS SET FORTH HEREIN. IN NO EVENT SHALL SAF'S LIABILITY TO YOU, THE SUBSCRIBER, EXCEED THE GREATER OF ONE DOLLAR ($1.00) OR ANY AMOUNTS ACTUALLY PAID IN CASH BY YOU, THE SUBSCRIBER, TO SFA FOR THE PRIOR ONE MONTH PERIOD. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS OR OUT OF THE SERVICES MAY BE BROUGHT BY YOU, THE SUBSCRIBER, MORE THAN ONE YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CA- USE OF ACTION. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CA- USES DEATH OR PERSONAL INJURY AND, IN SUCH JURISDICTIONS, SAF'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 13. INDEMNIFICATION You, the Subscriber, agree to defend, indemnify and hold SAF, its affiliates and its sponsors, partners, other co-branders and the respective directors, officers and employees of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the Services, except to the extent the foregoing directly result from SAF's own gross negligence or willful misconduct. SAF reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, the Subscriber. 14. MISCELLANEOUS Accurate Account Information. Subscriber must continually update and keep accurate and current Subscriber's contact information stored and saved on SAF in order to avoid termination of Subscriber's SAF account(s).