Solar Rental Agreement

Slideshow Transcript

1. Slide 1: REnU FORWARD RENTAL AGREEMENT GENERAL TERMS AND CONDITIONS gineering design of the REnU; (iv) all licenses, permits, and permissions Along with the Terms set forth in an Application executed by an Ap- are obtained; (v) Customer makes Contract Address accessible for the plicant, hereinafter referred to as the “Customer,” that have been ac- construction of the REnU; and (vi) the Customer, again, is present and cepted by the Citizenre Corporation and or its assigns, hereinafter makes their self available for the final inspection and commissioning of referred to as the “Provider,” these GENERAL TERMS AND CONDI- TIONS will constitute the FORWARD RENTAL AGREEMENT, herein- the REnU. after referred to as the “Agreement,” a legally binding agreement be- tween the Customer and the Provider. Provider shall be responsible for obtaining any license, permit or per- mission from any governmental or regulatory agency which may be nec- The General Terms and Conditions of the Forward Rental Agreement essary for or imposed upon the operation of the REnU on behalf of the are as follows: Customer. This does not preclude the Customer, however, from assisting the Provider in what ever manner necessary to ensure that such license, 1. REnU Components Included in Rent permit or permission is obtained. Such licenses, permits and permissions include, but are not limited to, building permits, utility interconnection agreements, mortgage letters of acknowledgement, and UCC security The REnU components that have been or will be provided to the Customer as part of this Agreement includes, but is not limited to, any number of AC interests. PV panels and or AC PV pods, corresponding electrical wiring, electrical and mechanical connections, an exchange point, and a DG interconnect 2.2. Operating and Maintenance device. The exact components required for each Customer varies and, therefore, is specifically engineered for the unique needs of the Customer; Provider will commission the REnU upon final inspection. Once com- the components are set forth in the Component List of the System Design missioned, Provider will monitor the operation of the REnU using the ex- Document and is hereinafter incorporated by reference. Concordantly, the change point. Performance monitored and data stored will relate to the stipulated equipment value of the REnU components is subject to the exact condition of the components, the power generated by the PV panels, the components associated with a Customer’s REnU, and the then applicable power consumed by the Customer, the power distributed to the utility, and Residential Retail List Price for each component as defined by the Citi- the time in which the transfer of energy occurred. This data will be re- zenre Corporation at the Commission Date. This, too, will be set forth in the ported to the Provider on a daily basis and utilized to analyze the condition Component List of the System Design Document. and performance of the REnU. Data will then be used to perform mainte- nance, reporting, and billing services. Proof of delivery and return will be provided by both parties through ex- ecution of a Delivery Receipt. If additional equipment is provided and or REnU data is transmitted via the telephone line and during the short selected by the Customer, Customer will pay additional rental charges as transmission period Customer may not be able to use the line for other noted in 1.2. purposes. The REnU must always be directly connected to a land-based telephone line to perform reporting duties. If it is not so connected, or if the 1.1. Change in REnU Components line is not performing according to Provider’s requirements, Provider may suspend Service and take action to recover the REnU. In the operation and maintenance of the REnU components, it may be determined that certain components must be repaired, refurbished, or re- Provider will be the exclusive source to maintain the REnU and will maintain the REnU in operational condition. Customer will make Contract placed. The change of components for the purposes of repairing, refur- bishing, or replacing will not have an effect on the terms and conditions of Address accessible and the REnU available to Provider for maintenance this Agreement. The components replacing such faulty components will be and inspection during the term of this Agreement at any reasonable time. reflected in the Component List. In the event that the REnU components are beyond repair in the field, Provider will pay all costs for shipment to Provider’s repair centers and From time to time, Provider may determine that the number of com- shall be liable for any loss or damage during transportation. Provider will ponents necessary should be increased or decreased to more perfectly replace components with functioning equivalents during the period of re- match the Customers demand. In this instance, the Component List will be pair. Upon repair, Provider has the option to (i) return the components to updated to reflect the change in REnU components. Customer reserves the Customer and shall be liable for any loss or damage during transpor- the right to refuse any such change. tation, and (ii) retain the original components and update the Component List. Such maintenance will be provided without charge to Customer to 1.2. Additional REnU Components [Reserved] malfunctions and failures due to manufacturing defects and normal wear and tear. Maintenance required for other malfunctions and failure or dam- 2. REnU Services Included in Rent age such as caused by abuse, accident, improper operation or abnormal conditions of operation is covered under 5.2. 2.1. Engineering, Procurement, and Construction Malfunction or failure of operation covered by this section will result in Provider will engineer, procure necessary components and permissions, the reduction of Rental Charges to the Customer as covered in 3. In no event will Provider be liable for any loss of profits, indirect, consequential and construct a REnU system that meets the annual consumer usage requirements and that meets the Customer’s approval, provided that (i) or other damages resulting from any failure of the REnU. Customer is present and available for the initial site review; (ii) the REnU Contract Address meets all suitability requirements to substantiate good If Provider’s performance of any obligation hereunder is delayed due to performance conditions for the REnU; (iii) Customer approves of the en- reasons beyond Provider’s reasonable control, the time for performance Form - FRAG [20060801] Page 1 of 6
2. Slide 2: of such obligation will be postponed for a period equal to the number of percent of its nameplate capacity over its warranty life. days of such delay. In no event will Provider be liable for any damages resulting from any delay in the delivery of any component or any delay in If the REnU malfunctions, or if a component of the REnU fails, causing the performance of any maintenance. the REnU to cease operating for a period of time, Provider will provide maintenance in accordance with Section 2.2. and Provider will extend the The Customer will exercise due care in the use and operation of the Term of the Agreement for the total number of days that the system was REnU and such use and operation shall be only according to written in- not in operation. structions provided by Provider. Customer will not use or operate the REnU in any illegal manner or for any illegal purpose nor in violation of any law The REnU generates electricity by converting sunlight into electricity, so ordinance or regulation. The customer will not open the REnU electron- the REnU can not be expected to generate electricity when the sun is not ics enclosure housing, alter or repair or permit the alteration or repair of available, or if there are climatic conditions such as cloud or dust cover- the REnU, remove or relocate or permit the removal or relocation of the age that interfere with solar irradiance, or if local objects fall on top of or REnU, or make any attachments thereto, without the prior written approval shade the array. In addition, soil build up may also degrade the REnU’s of Provider. The Customer will keep Provider advised of the changes to the ability to generate electricity somewhat. Contract Address. The REnU is typically interconnected with the local load serving entity, so 2.3. Reporting Provider can not guarantee REnU operation when there is a grid failure. The anti islanding features of the REnU ensure the safety and well-being Provider will report to Customer the condition and performance of the of linemen that may be repairing a portion of the grid that caused such REnU. Reporting will be conducted on a daily basis and distributed to the a grid failure. If the REnU is engineered to operate independently of the Customer via the REnU Customer website, also known as the Customer grid, such as in a grid paralleled or grid separated design, Provider does Area. In addition, monthly reports will be made available along with the guarantee that the REnU will continue to operate when there is a grid Customer’s Billing Statements, and an annual report will be made available failure. on the Anniversary of every Contract Date. Monthly and annual reports will be stored for three years and can be found in the Customer Area, as well. Provider can not guarantee REnU operation where damage or loss has been caused by nature or a natural disaster. Provider will guarantee that 2.4. Decommissioning maintenance will provided as soon as possible to restore the REnU to its original operating condition. The speed at which Provider restores such Provider will decommission the REnU once a Contract Term has been REnU depends upon the size and scope of the natural disaster, and the completed and no other options have been selected. Provider will recover resources available to the Provider to respond to the disaster. the components. Provider will replace the roofing material where the PV array infringed upon the roof and re-plaster or caulk all holes that were cre- Also, Provider can not guarantee REnU operation where theft, or deliber- ate damage, tampering or interference has occurred. Provider will work ated by the mounting structures. Provider is not responsible for damages or general wear and tear to the house or surrounding structures and fix- to restore the REnU to operating condition as quickly as possible at no tures that was not caused by the REnU or the decommissioning thereof. charge to the Customer, unless it is found that Customer has caused or has enlisted someone to cause deliberate damage, tampering, or interfer- 2.5. Changes in Service ence of the REnU, or is found to be involved in the theft of the REnU in whole or in part. The liability of the Customer in such instances is detailed Many changing considerations affect the availability, cost and quality of further in Section 5.2. service and customer demand for it. Accordingly, Provider must reserve the unrestricted right to change, rearrange, add or delete Services, the PROVIDER CAN’T PROMISE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE RENU AND DOESN’T AUTHORIZE ANYONE TO selections in those Services, Provider’s prices, and any other Service Pro- MAKE ANY WARRANTIES ON ITS BEHALF. vider offers, at any time. Provider will endeavor to notify Customer of any change that is within its reasonable control and its effective date. In most cases, this notice will be about one month in advance. Customers always 4. Ownership and Security Interest have the right to cancel their Service, in whole or in part, if the Customer does not accept the change see Section 9.1. If Customer cancels Service, 4.1. Ownership an early termination fee, described in Section 7.4. or other charges may Customer acknowledges that Provider is and shall remain the owner of apply. If Customer does not cancel, the continued receipt of Provider’s Service will constitute acceptance. the REnU until title is conveyed to the Customer by an attached separate lease/sale or sale agreement. Customer will protect Provider’s ownership 2.6. Additional Services [Reserved] rights against claims, liens and other encumbrances by Customer’s credi- tors or other claimants against Customer. Customer will not remove, oblit- erate or obscure markings which identify Provider as owner of the REnU. 3. Warranty and Performance Guarantee Provider warrants that each item of equipment will be suitable for normal 4.2. Security Interest operation and use at the time of delivery. Customer will execute and deliver to Provider documents and forms Provider guarantees that the REnU will generate electricity at or near its which are reasonably necessary or desirable to protect Provider’s owner- name plate capacity for the total Peak Sun Hours available to it each day ship and interest in the REnU, including finance statements under the over the Term of the Agreement, adjusting only for the standard perfor- Uniform Commercial Code. mance decline over its useful life. Peak Sun Hours are the equivalent number of hours per day when solar irradiance averages 1 kW/m2: Peak 5. Insurance and Risk of Loss, Damage, or Theft Sun Hours are variable and are based on the geographic location of the Contract Address. Standard performance decline is the gradual decline of 5.1. Insurance generating capability from the REnU’s nameplate capacity to eighty (80%) Form - FRAG [20060801] Page 2 of 6
3. Slide 3: Provider does not insure the REnU during the period it is rented to the celed. The outstanding balance is due in full each month. Provider may, in Customer. Customers may elect on their own to obtain, at their expense, its discretion, accept partial payments, which will be applied to the oldest insurance covering the REnU during the term of the rental. Exception is for outstanding statement. No “payment in full” notation or other restrictive en- damage protection insurance that Provider does offer at an extra charge. dorsement written on Customer’s payments will restrict Provider’s ability to collect all amounts owing to it. Provider may terminate Customer’s Rental 5.2. Risk of Loss, Damage, or Theft if Customer does not pay their statements on time, after any applicable grace period. Customer will bear responsibility for all malfunctions, failures, damage to or loss of components, except to manufacturing defects and normal wear 7.2. Security Deposit and tear covered under Section 3. In the event of any such damage or loss, Customer will promptly give Provider notice thereof and, Customer A Security Deposit of $500.00 is required of the Customer upon approval will elect one of the following options: of the REnU’s engineering design. This Security Deposit is maintained by Provider and will be applied against the recovery cost of a REnU in the (i) Pay to Provider an amount equal to the Stipulated REnU Value or event of Customer cancellation or Provider termination of the Rental be- fraction thereof for the damaged or lost components. In such case, the cause of Customer’s failure to pay or for some other breach on Customer’s part. Upon completion of this Agreement, and after final rent and other rental charges and other obligations of the Customer shall continue until the payment is made. After payment is made this Agreement will terminate charges are paid in full, the Security Deposit will be completely returned as to the components involved; or without interest. 7.3. Test and/or Repair Charge (ii) Request that Provider repair or replace the damaged or lost compo- nent, and pay to Provider the cost of such repair or replacement. In such If returned components appear broken due to misuse, a test and re- case the rental charges and other obligations of the Customer shall con- pair charge of up to $25.00 for each component appearing to be broken tinue during the period of repair or until replacement. If Provider is unable to repair or replace the equipment then option (i) shall apply. may be charged for inspection, testing and minor repairs required to return the components to service. This charge will be payable at the end of this In any case the amount to be paid to Provider shall be reduced by any Agreement. If the components can not be repaired, the customer will be notified and will be responsible for the designated replacement cost of the applicable insurance proceeds paid to Provider pursuant to Section 5.1 of this Agreement. components. 6. Limitation of Liability 7.4. Late Fees, Penalties and Other Fees UNLESS THE LAW FORBIDS IT IN ANY PARTICULAR CASE, PAR- If Provider does not receive Customer’s payment by the due date on TIES EACH AGREE TO LIMIT CLAIMS FOR DAMAGES OR OTHER Customer’s bill, Provider may charge an administrative late fee of the MONETARY RELIEF AGAINST EACH OTHER TO DIRECT DAMAGES. lesser of (i) up to $5.00; or (ii) the maximum amount permitted under and THIS LIMITATION AND WAIVER WILL APPLY REGARDLESS OF THE subject to applicable law per month or partial month until the delinquent THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, amount is paid in full. This late fee is not an interest charge, finance charge BREACH OF CONTRACT, PERSONAL INJURY, PRODUCTS LIABILITY, or other such charge or payment of a similar nature. Customer acknowl- OR ANY OTHER THEORY. THIS MEANS THAT NEITHER PARTY WILL edges that this fee is reasonably related to the actual expense Provider SEEK ANY INDIRECT, SPECIAL, CONSEQUENTIAL, TREBLE, OR PU- incurs due to late payment and may be subject to limitations set forth by NITIVE DAMAGES FROM THE OTHER. law in Customer’s state. If any bank or other financial institution refuses to honor any payment, 7. Payments and Charges draft or instrument submitted for payment to Customer’s account, Provider may charge Customer a fee the lesser of (i) up to $20.00; or (ii) the maxi- In return for use of the REnU and receiving associated Service, Customer mum amount permitted by applicable law. Customer acknowledges that promises to pay as follows: this fee is not an interest charge, finance charge or other such charge or 7.1. Rental Charges payment of a similar nature and it is reasonably related to the actual ex- pense Provider incurs due to unsatisfied payment. Customer agrees to pay for the performance of the REnU. Customer agrees to pay a Rent equal to the electricity generated by the REnU at the If Customer cancels Service or Provider terminates Service because Contract Rate for the Term of the Agreement. Customer further agrees of Customer’s failure to pay or for some other breach on Customer’s part, to pay applicable rental charges and any other applicable fees promptly Customer forfeits the Security Deposit provided at the beginning of the Agreement. Customer acknowledges that this fee is not an interest charge, upon receipt of monthly rent and service bill by the due date. A security deposit as noted in Section 7.2 will be taken by Provider as security for finance charge or other such charge or payment of a similar nature and it the return of the REnU in good condition. A reserve is not a charge and is reasonably related to the actual expense Provider incurs due to recovery Customer agrees to the acquisition of this reserve by signing this agree- of the REnU. This does not release the Customer from any other liability ment. Also, the security deposit does not release Customer from further or obligations in conjunction with rents owed, late fees, returned payment fees, collection fees, test and/or repair charges, or replacement costs. All liability and obligations if Customer fails to return the REnU in good operat- ing condition. The Customer will return the REnU at the end of the Rental such fees and charges continue to be the responsibility of the Customer Term and, if Customer fails to provide access to the REnU for recovery, will and owed to the Provider. pay an equivalent daily rental rate based on the applicable rental rates for any time after the Termination Date. Until Provider recovers the REnU, the If Customer cancels Rental or changes Rental terms, Customer may Customer shall remain bound by the obligations of this Agreement. also be subject to an early termination fee. This is the case if the Customer entered into a long-term Agreement and fails to maintain the Agreement for Customer will pay Rental Charges until the Rental Agreement is can- its entire Term. The early termination fee is equal to the amount of avoided Form - FRAG [20060801] Page 3 of 6
4. Slide 4: Provider; and (iii) the payment due date. Rental Charges for the period that Customer rented the REnU from Pro- vider. For example, if the Customer enters into a 5 Year Agreement with a Contract Rate of 10 cents, but decides to cancel the Agreement at the end The Customer Bill is Providers notice to Customers of their fees, charges of year two, and the rate increased to 11 cents at the beginning of year two, and other important information. Customers should read everything in their then the Customer will owe the avoided Rental Charge of year two. If the bill. Customers can view their detailed bill online. Customer’s REnU generated 10,000 kWh, then the avoided Rental Charge If Customers think their statement is incorrect or if Customers need would equal $100.00, or 11 cents minus 10 cents, the Avoided Rate, then multiplied by 10,000, the performance for which Customer did not pay the more information about it, contact Provider immediately. Provider will try to Avoided Rate. The early termination fee will not be applied when a Cus- resolve any complaints Customers have as promptly as it can. tomer, in good faith, attempts to continue the Agreement but exhausts all remedies available to the Customer in the Agreement and has no remain- 7.9. Payments ing options but to cancel the Agreement and return the REnU. Payment is due in full as stated on Customer’s bill. IF PROVIDER DOES NOT RECEIVE PAYMENT IN FULL WHEN DUE, PROVIDER MAY, To the extent permitted by law, Customer will pay Provider any costs TO THE EXTENT PERMITTED BY THE LAW OF THE STATE OF THE and fees that it reasonably incurs to collect amounts Customer owes to BILLING ADDRESS PROVIDER HAS ON FILE FOR CUSTOMER AT THE Provider. TIME, CHARGE A LATE FEE OF UP TO 1.5% PERCENT A MONTH, 18% ANNUALLY, OR A FLAT $5 A MONTH, WHICHEVER IS GREATER, ON 7.5. Taxes, Fees and Surcharges UNPAID BALANCES. PROVIDER MAY, TO THE EXTENT PERMITTED BY THE LAW OF THE STATE OF THE BILLING ADDRESS PROVIDER Customer agrees to pay all taxes, fees, and surcharges set by the HAS ON FILE FOR CUSTOMER AT THE TIME CUSTOMER’S ACCOUNT government, whether local, state or federal. Provider may not always give IS FIRST SENT TO A COLLECTION AGENCY, ALSO CHARGE FOR ANY advance notice of changes to these items. COLLECTION AGENCY, FEES BILLED TO PROVIDER FOR COLLECT- 7.6. Utility Charges ING FROM CUSTOMER. Customer acknowledges that the REnU is not a primary source of elec- 8. Indemnity tricity and that connection with the local load serving entity is required to guarantee reliable electricity service. In light of this, Customer will most Customer agrees to protect, indemnify and hold harmless Provider from likely be required to pay a minimum service fee to the electric utility. As and against all claims, damages and costs including legal expenses arising well, electricity charges and other such charges may be assessed by the out of the Customer’s use of this REnU. utility on the Customer for use of service and consumption of electricity. Customer agrees to pay these fees and charges to the utility and maintain 9. Termination electric utility service throughout the duration of the Agreement. Failure to do so may cause the Customer’s electric service to be disrupted and will Except as explicitly permitted by this agreement, Customer agrees to result in Provider recovering the REnU, a loss of Security Deposit, and the maintain Rental with Provider for the Contract Term. Contract Term exten- possibility of other charges and fees being assessed on the Customer. sions, due to periods of malfunction or failure, does not count towards Customer Contract Term, unless Customer agrees to extend the Contract Customer further acknowledges that the load serving entity is subject Term. Customer does not have to agree to such extensions until the origi- to net-metering laws that may not remain in effect throughout the duration nal completion date of the Contract Term is reached. After that, Customer of the Agreement. This may have a material adverse affect on the Agree- becomes a year-to-year customer under this Agreement, and Rental will ment and could cause the Customer to begin paying for excess electricity continue until canceled as provided herein. UNLESS CUSTOMER NOTI- generated that may not be used by the Customer. Likewise, the banking FIES PROVIDER THAT CUSTOMER WISHES TO CANCEL THE AGREE- MENT, PROVIDER WILL AUTOMATICALLY RENEW THE RENTAL THAT of electricity generated by the REnU and delivered to the utility may not always work out in the favor of the Customer. There may be times that the CUSTOMER HAS SUBSCRIBED TO ON A PERIODIC BASIS AS LONG AS PROVIDER CONTINUES TO CARRY THE RENTAL. utility captures the unused credits of electricity at the avoided cost, which may be less than the Contract Rate, or the utility may simply be granted the unused credit without compensation to the Customer at all. PROVIDER Customer understands that they will forfeit their Security Deposit if they ter- CAN NOT BE HELD LIABLE FOR SUCH LOSSES INCURRED BY THE minate the Agreement, either voluntarily or by default or breach of contract, CUSTOMER. prior to the completion date of the Term. Customer remains responsible for any unpaid fees or charges, and is liable for any damage or repairs neces- sary to either replace the components of the REnU or bring them back to 7.7. Calculating Charges good working condition. The Customer’s bill reflects the fees and charges in effect under the Agreement. Provider calculates the total amount of electricity generated If a Customer terminates the Agreement voluntarily and is cooperative dur- by the REnU for a given month and then multiplies it by the Contract Rate. ing the recovery process of the REnU, Customer will only be refused the Once this has been done, Provider then attaches any fees, charges, or Right to Rent for a period of six (6) months. If the Customer defaults or unpaid balances owed for a total bill. Customers can dispute their bill, but is found to be in breach of the Agreement, or if the Customer fails to be only within 180 days of receiving it. CUSTOMER MUST STILL PAY ANY cooperative during the recovery process of the REnU, then the Provider DISPUTED CHARGES UNTIL THE DISPUTE IS RESOLVED. reserves the right to refuse the Right to Rent indefinitely. 7.8. Billing Statements 9.1. Default Provider will send Customer a statement for each billing cycle at the If Customer fails to pay amounts owed to Provider when due, sub- first of every month. Statements will show: (i) payments, credits, rents and ject to any grace periods, or otherwise defaults, Provider has the right to any other charges to Customer’s account; (ii) the amount Customer owes terminate this Agreement forthwith by notice to the Customer. Upon such Form - FRAG [20060801] Page 4 of 6
5. Slide 5: Rental via cashier’s check, money order or credit card, notwithstanding termination, (i) the balance of the Gross Rental Amount will be due and payable immediately and, (ii) Provider has the right, at its option, to take Customer’s credit rating, past history or practice. possession of and remove the REnU from service immediately. Any other damages or amount chargeable to the Customer shall be immediately due 12. Dispute Resolution and Arbitration upon such termination. In order to expedite and control the cost of disputes, Customer and Pro- IN ADDITION TO FAILURE TO PAY AMOUNTS OWED, PROVIDER vider agree that any legal or equitable claim relating to this Agreement, any CAN, WITHOUT NOTICE, LIMIT, SUSPEND, OR END CUSTOMER addendum, or Customer Rental (referred to as a “Claim”) will be resolved RENTAL OR ANY AGREEMENT WITH CUSTOMER FOR ANY GOOD as follows: CAUSE, including, but not limited to: (i) paying late more than once in any 12 months; (ii) harassing Provider’s employees or agents; (iii) lying to Pro- 12.1. Informal Resolution vider; (iv) providing credit information Provider can’t verify; (v) interfering with Provider’s operations; (vi) becoming insolvent or going bankrupt; (vii) Customer and Provider will first try to resolve any Claim informally. Ac- defaulting on mortgage loan; (viii) failing to maintain electric utility or tele- cordingly, neither Customer nor Provider may start a formal proceeding phone service; (ix) using REnU service in a way that adversely affects Pro- for at least 60 days after either Customer or Provider notifies the other of vider’s systems or other customers; (x) tampering with or allowing anyone a Claim in writing. Customer will send notice to the address described in to tamper with the REnU; or (xi) any action which jeopardizes Provider’s Section 13 of this Agreement, and Provider will send its notice to Custom- ownership or ownership rights or ability to take possession of the REnU. er’s billing address. Provider may also cancel Customer’s Rental if Customer elects not to ac- cept any changed terms described to Customer, as provided in Section 12.2. Formal Resolution 16.3. And Provider can temporarily limit Customer’s services and guaran- tees for such Rental for any operational or governmental reason. If Customer and Provider cannot resolve a Claim informally, any Claim that either Customer or Provider asserts will be resolved only by bind- ing arbitration. THERE’S NO JUDGE OR JURY IN ARBITRATION, AND 9.2. Cancellation REVIEW IS LIMITED, BUT AN ARBITRATOR CAN AWARD THE SAME DAMAGES AND RELIEF, AND MUST HONOR THE SAME LIMITATIONS Customer may cancel Rental by notifying Provider. Customer may be IN THIS AGREEMENT, AS A COURT WOULD. IF AN APPLICABLE STAT- charged a recovery fee as described in Section 7.4. Customer’s notice UTE PROVIDES FOR AN AWARD OF ATTORNEY’S FEES, AN ARBITRA- is effective on the day Provider receives it. Customer will still be respon- TOR CAN AWARD THEM, TOO. Customer and provider also each agree, sible for payment of all outstanding balances accrued through that effective date. In addition to any recovery or change of rental fees provided in Sec- to the fullest extent permitted by law, that: tion 7.4., if Customer cancels Rental or changes Rental terms, Customer may be subject to an early termination fee if Customer entered into a long- (i) The Federal Arbitration Act applies to this agreement. Except for term Agreement with Provider, and has failed to maintain the Agreement qualifying small claims court cases, any controversy or Claim arising out of for the required period of time. These fees are also provided in 7.4. or relating to this agreement, or any prior Rental Agreement with Provider or any of Provider’s affiliates or predecessors in interest, or any product or 10. Assignment and Transfer service provided under or in connection with this Agreement or such a prior Agreement, or any advertising for such products or services, will be settled Provider may assign all or part of this Agreement or Customer’s debts with- by one or more neutral arbitrators before the American Arbitration Associa- out notice, and Customer agrees to make all subsequent payments as tion (“AAA”) or Better Business Bureau (“BBB”). Customer can also bring instructed. any issues the Customer may have to the attention of federal, state, or lo- cal government agencies and they can, if the law allows, seek relief against This Agreement and the rights and obligations created hereunder shall not Provider on Customer’s behalf. be reassigned by the Customer without the prior written consent of Provid- er. Provider considers Customer to be responsible for the REnU. Customer (ii) For claims over $10,000, the AAA’s Supplementary Procedures for is liable for keeping people and property clear of the components of the Consumer-Related Disputes Rules will apply. For claims of $10,000 or less, REnU as they are electrical in nature and may cause severe bodily harm the complaining party can choose either the AAA’s Supplementary Proce- to individuals and or electrical damage to property. The REnU remains the dures for Consumer-Related Disputes Rules, an individual action in small responsibility and liability of the Customer until the REnU is recovered by claims court, or the BBB’s rules for binding arbitration. Both Customer and the Provider or an assignment has been approved by the Provider and Provider may be required to exchange relevant evidence in advance. transfer has been made to another Customer. (iii) Customer can obtain procedures, rules, and fee information from the Upon approval by Provider, a Customer may transfer the REnU to another AAA (www.adr.org), the BBB (www.bbb.org), or from Provider. Customer under the same terms and conditions of this Agreement so long as (i) the REnU continues to remain at the Contract Address identified in 12.3. Special Rules. the Agreement for a period of twelve (12) months, and (ii) the assuming In the arbitration proceeding, the arbitrator has no authority to make Customer agrees to all of the terms and conditions of the Agreement. errors of law, and any award may be challenged if the arbitrator does so. Otherwise, the arbitrator’s decision is final and binding on all parties and 11. Consent Regarding Credit may be enforced in any federal or state court that has jurisdiction. In order to establish an account with Provider, Customer authorizes Pro- vider to inquire into Customer’s creditworthiness, by checking with credit Neither Customer nor Provider shall be entitled to join or consolidate reporting agencies. If Customer is delinquent in any payment to Provider, claims in arbitration by or against other individuals or entities, or arbitrate Customer also authorizes Provider to report any late payment or nonpay- any claim as a representative member of a class or in a private attorney general capacity. If, however, the law of Customer’s state would find this ment to credit reporting agencies. Due to the subjective nature of cred- itworthiness, Provider reserves the right to require prepayment for any agreement to dispense with class arbitration procedures unenforceable, Form - FRAG [20060801] Page 5 of 6
6. Slide 6: then the agreement to arbitrate will not apply. 16. General 16.1 Headings If for any reason a claim proceeds in court rather than through arbitra- tion, Customer and Provider each waive any trial by jury. The headings and titles to the section and paragraphs of this Agreement are inserted for convenience only and will not be deemed a part hereof or 13. Notices affecting the construction or interpretation of any provisions hereof. Notices to Customer will be deemed given when personally delivered, ad- 16.2 Controlling Law dressed to Customer at Customer’s last known address and deposited in the U.S. Mail (which may include inclusion in Customer’s billing state- All questions concerning the validity, operation, interpretation and con- ment), or sent via Internet to the e-mail address Customer provided Pro- struction of this Agreement will be governed by and determined in accor- vider or delivered when a voice message is left at the telephone number on dance with the laws of the State of Delaware. Customer’s account. Customer’s notices to Provider will be deemed given when Provider receives them at the address given below. 16.3 Changes in Agreement Terms THE CITIZENRE CORPORATION Provider reserves the right to change the terms and conditions on which it Rents. If Provider makes any such changes, Provider will send Cus- Customer Service 501 Silverside Road # 69 tomer a copy of the new Rental Agreement containing its effective date. Wilmington, Delaware Customer always has the right to cancel the Rental, in whole or in part at 19809 any time, and Customer may do so if Customer does not accept any such changed terms or conditions. If Customer elects not to cancel the Rental Customer agrees to provide true, accurate, current and complete contact after receiving a new Rental Agreement, Customer’s continued Rental will information (Customer’s name, mailing address, residence address or constitute acceptance of the changed terms and conditions. If Customer notifies Provider that Customer does not accept such terms and condi- telephone number), and maintain and promptly update Customer’s contact information to keep it true, accurate and complete. tions, then Provider may cancel Customer’s Rental as provided in Section 9.1., as Provider cannot offer Rentals to different Customers on different 14. Privacy terms. Provider collects Personally Identifiable Information about its customers Customer’s Rental is also subject to Provider’s business policies, prac- (“Personal Data”). The use and disclosure of this Personal Data is gov- tices, and procedures, which Provider can change without notice. If Cus- erned by Provider’s Privacy Policy and, to the extent not inconsistent with tomer chooses to continue with the Rental at that point, Customer is ac- the Privacy Policy, by this Agreement. A copy of Provider’s Privacy Policy cepting the changes. If the changes have a material adverse effect on is available at http://renu.citizenre.com. Customer, however, Customer can end the affected Rental, without any early termination fee, just by giving notice to Provider within 60 days of Except as provided in this Agreement, Provider won’t intentionally share the change. personal information about Customer without Customer’s permission. Pro- vider may use and share information about Customer: (i) so Provider can 16.4 Severability provide goods or services; (b) so others can provide goods or services to Provider, or to Customer on Provider’s behalf; (c) so Provider or Provider’s In the event that any one or more provisions contained in this Agreement affiliates can communicate with Customer about goods or services related should, for any reason, be held to be unenforceable in any respect under to the ones Customer already receives (although Customer can request the laws of the state of Delaware, or the United States, unenforceability that Provider discontinue communicating goods and services at any time shall not affect any other provisions of this Agreement, but this Agreement if Customer does not want Provider to do this); (d) to protect ourselves; or shall be construed as if such unenforceable provision had not been con- (e) as required by law, legal process, or exigent circumstances. In addition, tained herein. Customer has authorized Provider to investigate Customer’s credit history at any time and to share credit information about Customer with credit 16.5 Previous Agreements reporting agencies. If Customer asks, Provider will tell Customer the name and address of any credit agency that gives Provider a credit report about This Agreement supersedes all prior and contemporaneous agreements Customer. For training or quality assurance, Provider may also monitor or and representations made with respect to the same subject matter, and is record its calls with Customer. the entire Agreement between the parties. 15. Online Access 16.6 Counterparts Customer is responsible for maintaining the confidentiality of the password This Agreement may be executed in one or more counterparts, each of and account username used for online billing and account maintenance which shall be deemed to be an original copy hereof. with Provider, and is fully responsible for all activities that occur under Customer’s password and account. Customer agrees to: (i) keep Custom- 16.7 Further Assurances er’s username and password confidential and not share them with anyone else; (ii) immediately notify Provider of any unauthorized use of Custom- The parties agree to perform all acts and execute all supplementary er’s password and account or other breach of security and (iii) use only instruments or documents which may be necessary or desirable to carry Customer’s username and password to log into Provider’s online sites. out the provisions of this Agreement. Form - FRAG [20060801] Page 6 of 6