Lectrium Home Owner Terms of Use Agreement

Last Updated Date: March 22, 2022

Lectrium, Inc. (“Lectrium”) provides referral services (the “Services”) through its proprietary website, located at www.lectrium.com (the “Website”), that matches home owners (each a “Home Owner”) to a  network of certified electricians, (each a “Installer” and the services provided by such Installers, the  “Installer Services”) to ensure a single, stress-free charger installation experience. If you request a quote or use, receive or schedule Installer Services, you will be deemed a Home Owner and these Terms of Use  apply to you.

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE AND  THE INFORMATION ON IT ARE CONTROLLED BY LECTRIUM. THESE TERMS OF USE GOVERN YOUR USE OF  INSTALLER SERVICES, AS WELL AS THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING  THE WEBSITE. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS,  AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE  TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH  LECTRIUM, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON  BEHALF OF THE ENTITY YOU HAVE NAMED AS THE HOME OWNER, AND TO BIND THAT ENTITY TO THE  TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE,  IDENTIFIED AS THE HOME OWNER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO  BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES. 

          PLEASE BE AWARE THAT SECTION 13 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW,  CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER  ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED  PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION  AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE  SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION  AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF  AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR  REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE  DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

          PLEASE BE AWARE THAT SECTION 2.3 (LECTRIUM COMMUNICATIONS) OF THIS AGREEMENT,  BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA  E-MAIL AND CALLS. 

          Your use of, and participation in, certain Services may be subject to additional terms  (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be  presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of  Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to  such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the  “Agreement.”

          PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY LECTRIUM IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Lectrium will make a new copy of the Terms of Use  Agreement available at the Website and any new Supplemental Terms will be made available from within,  or through, the affected Service on the Website. We will also update the “Last Updated” date at the top  of the Terms of Use Agreement. Lectrium may require you to provide consent to the updated Agreement  in a specified manner before further use of the Website and/or the Services is permitted. If you do not  agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or  the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance  of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. 

1. OBTAINING INSTALLER SERVICES. 

         1.1 Generally. The Services provides a fully managed service that combines standard pricing,  certified electrician services, and smart time management to ensure a single, stress-free charger  installation experience. Home Owners interested in a charger installation can receive a quote without an  Installer visit. To receive a quote, Home Owners must answer fully and accurately the questionnaire  located on the Website. Once the quote is received, Lectrium will provide an estimate of the Services and  match the Home Owner to a certified Installer. The fees provided in the quote are subject to change, as  determined by the Installer in their own discretion. After Lectrium provides a match, the Installer and  Home Owner will collaborate to book an appointment for the Installer Services (each, an “Appointment”). 

         1.2 Service as a Venue. The Service acts as a venue to enable Home Owners to connect with  Installers to provide the Installer Services. INSTALLERS ARE SOLELY RESPONSIBLE FOR THE PROVISION OF  THE INSTALLER SERVICES, AND LECTRIUM DOES NOT, AND WILL NOT, PROVIDE ANY DIRECTION OR  CONTROL WITH RESPECT TO THE PERFORMANCE OF THE INSTALLER SERVICES. LECTRIUM EXPRESSLY  DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, PROMISES, COVENANTS OR OTHER  ASSURANCES RELATED TO ANY INSTALLER SERVICES. While Lectrium may attempt to confirm the  information contained in any Installer’s communication with you, you acknowledge that Lectrium does  not control or employ any Installers and therefore cannot verify the accuracy, completeness, truthfulness  or timeliness of any such information. In addition, while Lectrium may conduct background checks in  connection with certain Installers, the scope of such background checks may be limited and/or such  background checks may be out of date. You are solely responsible for confirming the Installer Services  with the matched Installer to ensure that they meet your needs and satisfy your requirements, including,  without limitation, that they have the skills, education, training, experience, credentials, licenses, and  permits necessary and appropriate to provide the Installer Services. THE ENGAGEMENT OF ANY INSTALLER IS AT YOUR SOLE RISK. LECTRIUM DOES NOT ASSUME ANY FIDUCIARY DUTY TO YOU OR ANY OTHER  PERSON WITH RESPECT TO THE SERVICES. 

         1.3 Accessing the Services. As part of the Services, you must provide certain information  prompted by the Services (“Registration Data”). You represent and warrant that all Registration Data is  current, accurate, truthful and complete, and will update such Registration Data to keep it current  accurate, truthful and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal  age to form a binding contract; and (iii) not a person barred from using the Services, under the laws of the  United States, your place of residence or any other applicable jurisdiction. You are responsible for all  activities that occur under your use of the Services. If you provide any information that is untrue,  inaccurate, not current or incomplete, or Lectrium has reasonable grounds to suspect that any  information you provide is untrue, inaccurate, not current or incomplete, Lectrium has the right to refuse  any and all current or future use of Lectrium Properties (or any portion thereof). You agree not to use the Services if you have been previously removed by Lectrium, or if you have been previously banned from  any of the Services. 

2. USE OF THE SERVICES AND LECTRIUM PROPERTIES. The Website, the Services, and the  information and content available on the Website and the Services (excluding Your Content as defined  below) (each, a “Lectrium Property” and collectively, the “Lectrium Properties”) are protected by  copyright laws throughout the world.  

         2.1 Updates. You understand that Lectrium Properties are evolving. As a result, Lectrium may require you to accept updates to Lectrium Properties that you have installed on your computer. You acknowledge and agree that Lectrium may update Lectrium Properties with or without notifying you. You may need to update third-party software from time to time in order to use Lectrium Properties.

         2.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Lectrium Properties or any portion of Lectrium Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Lectrium Properties (including images, text, page layout or form) of Lectrium; (c) you shall not use any metatags or other “hidden text” using Lectrium’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Lectrium Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Lectrium Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Lectrium Properties. Any future release, update or other addition to Lectrium Properties shall be subject to the Agreement. Lectrium, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Lectrium Property terminates the licenses granted by Lectrium pursuant to the Agreement.

         2.3 Lectrium Communications. By entering into this Agreement or using Lectrium Properties,  you agree to receive communications from us, including via e-mail and calls. Communications from us  and our affiliated companies may include but are not limited to: operational communications concerning  your Services or the use of Lectrium Properties or confirmation of Appointments and bookings made via  Services.  

3. RESPONSIBILITY FOR CONTENT. 

         3.1 Types of Content. You acknowledge that all information, data, materials, text, pictures, images and other content (“Content”) made available via Lectrium Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Lectrium, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make  Available”) through Lectrium Properties (“Your Content”), and that you and the Installers, and not Lectrium, are similarly responsible for all Content that you and they Make Available through Lectrium Properties (“User Content”).

         3.2 No Obligation to Pre-Screen Content. You acknowledge that Lectrium has no obligation to pre-screen Content (including, but not limited to, User Content), although Lectrium reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Lectrium pre-screens, refuses or removes any Content, you acknowledge that Lectrium will do so for Lectrium’s benefit, not yours. Without limiting the foregoing, Lectrium shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

        3.3 Storage. Unless expressly agreed to by Lectrium in writing elsewhere, Lectrium has no obligation to store any of Your Content that you Make Available on Lectrium Properties. Lectrium has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Lectrium Properties.

4. OWNERSHIP. 

         4.1 Lectrium Properties. Except with respect to Your Content and User Content, you agree  that Lectrium and its suppliers own all rights, title and interest in Lectrium Properties. You will not remove,  alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated  in or accompanying any Lectrium Properties. 

         4.2 License to Your Content. Subject to any applicable account settings that you select, you  grant Lectrium a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully  sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify,  adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of  operating and providing Lectrium Properties to you and Installers. You warrant that the holder of any  worldwide intellectual property right, including moral rights, in Your Content, has completely and  effectively waived all such rights and validly and irrevocably granted to you the right to grant the license  stated above. You agree that you, not Lectrium, are responsible for all of Your Content that you Make  Available on or in Lectrium Properties.  

         4.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or  proposals to Lectrium through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at  your own risk and that Lectrium has no obligations (including without limitation obligations of  confidentiality) with respect to such Feedback. You represent and warrant that you have all rights  necessary to submit the Feedback. You hereby grant to Lectrium a fully paid, royalty-free, perpetual,  irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce,  perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise  commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the  foregoing rights, in connection with the operation and maintenance of Lectrium Properties and/or  Lectrium’s business. 

5. HOME OWNER CONDUCT. As a condition of use, you agree not to use Lectrium Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Lectrium Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right  of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive,  fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes  unauthorized or unsolicited advertising, junk or bulk e-mail; or (iv) involves commercial activities and/or  sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Lectrium’s prior  written consent. 

6. INTERACTIONS WITH INSTALLERS. You are solely responsible for your interactions with any  Installers and any other parties with whom you interact; provided, however, that Lectrium reserves the  right, but has no obligation, to intercede in such disputes. You agree that Lectrium will not be responsible  for any liability incurred as the result of such interactions. 

7. FEES AND PAYMENT. 

        7.1 Payment. You agree to pay all Installer Service fees or charges at the time a fee or charge  is due and payable. You must provide Lectrium with a valid credit card (Visa, MasterCard, or any other  issuer accepted by us) or Stripe account of a payment provider (“Payment Provider”), or purchase order  information, as a condition to signing up for the Services. Your Payment Provider agreement governs your  use of the designated credit card or Stripe account, and you must refer to that agreement, not this  Agreement, to determine your rights and liabilities. By providing Lectrium with your credit card number  or Stripe account and associated payment information, you agree that Lectrium is authorized to  immediately invoice you for all fees and charges due and payable to Lectrium hereunder and that no  additional notice or consent is required. You agree to immediately notify Lectrium of any change in your  billing address or the credit card or Stripe account used for payment hereunder. Lectrium reserves the  right at any time to change its prices and billing methods, either immediately upon posting on Lectrium Properties or by e-mail delivery to you. 

        7.2 Modifications to the Installer Services. You understand that the quote provided is only  an estimate for the costs associated with the Installer Service. The fees of the Installer Services are subject  to change, as determined by the Installer in their sole discretion. In the event that you provide inaccurate  information necessary (e.g., house measurements, electrical box measurements, need for panel upgrade,  number of walls to drill) to conduct the Installer Services and the Installer determines, in their sole  discretion, that modifications to the Installer Services are needed, any increase in expenses and fees is  the sole responsibility of the Home Owner, not Lectrium. Lectrium WILL NOT, AND HAS NO OBLIGATION  TO, reimburse you for the increased expenses or fees. 

        7.3 Taxes. The payments required under Section 5.1 (Payment) of this Agreement do not  include any Sales Tax that may be due in connection with the services provided under this Agreement. If  Lectrium determines it has a legal obligation to collect a Sales Tax from you in connection with this  Agreement, Lectrium shall collect such Sales Tax in addition to the payments required under Section 5.1  (Payment) of this Agreement. If any services, or payments for any services, under the Agreement are  subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Lectrium,  you will be responsible for the payment of such Sales Tax and any related penalties or interest to the  relevant tax authority, and you will indemnify Lectrium for any liability or expense Lectrium may incur in  connection with such Sales Taxes. Upon Lectrium’s request, you will provide it with official receipts issued  by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For  purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

        7.4 Non-Circumvention. In order for Lectrium to keep bringing you our Services, it is  imperative that our users understand and agree that we depend on our users complying with the spirit of  these Terms. In particular, we require that all of our Home Owners and Installers make any payments due  between then, through our Services. As such, you acknowledge and agree that you will not make any  payments, whether directly or indirectly, outside of or, in lieu of, the Services or otherwise circumvent  the payment process hereunder. 

        7.5 Third Party Service Provider. Lectrium uses Stripe, Inc. Silicon Valley Bank and both their affiliates as the third party service provider for payment services (e.g., card acceptance, merchant  settlement, and related services) (a “Third Party Service Provider”). By making payments through any  Lectrium Property, you agree to be bound by Stripe’s Privacy Policy (currently accessible at  https://stripe.com/us/privacy) and its Terms of Service (currently accessible at  https://stripe.com/us/terms) and Silicon Valley Bank’s Privacy Notice (currently accessible at  https://www.svb.com/privacy-notice) and its Terms of Use (currently accessible at  https://www.svb.com/terms-use), and hereby consent and authorize Lectrium, Stripe, and Silicon Valley  Bank to share any information and payment instructions you provide with one or more Third Party Service  Provider(s) to the minimum extent required to complete your transactions. 

8. INDEMNIFICATION. You agree to indemnify and hold Lectrium, its parents, subsidiaries, affiliates,  officers, employees, agents, partners, suppliers, and licensors (each, a “Lectrium Party” and collectively,  the “Lectrium Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable  attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your violation  of the Agreement; (c) any disputes between you and an Installer or (d) your violation of any applicable  laws, rules or regulations. Lectrium reserves the right, at its own cost, to assume the exclusive defense  and control of any matter otherwise subject to indemnification by you, in which event you will fully  cooperate with Lectrium in asserting any available defenses. This provision does not require you to  indemnify any of the Lectrium Parties for any unconscionable commercial practice by such party or for  such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or  omission of any material fact in connection with the Website or any Services provided hereunder. You  agree that the provisions in this section will survive any termination of your use of the Services, the  Agreement and/or your access to Lectrium Properties. 

9. DISCLAIMER OF WARRANTIES AND CONDITIONS. 

        9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY  APPLICABLE LAW, YOUR USE OF LECTRIUM PROPERTIES IS AT YOUR SOLE RISK, AND LECTRIUM PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. LECTRIUM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND,  WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR  CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT  ARISING FROM USE OF THE WEBSITE.  

                (a) LECTRIUM PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION  THAT: (1) LECTRIUM PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF LECTRIUM PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY  BE OBTAINED FROM USE OF LECTRIUM PROPERTIES WILL BE ACCURATE OR RELIABLE. ‍

                (b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH  LECTRIUM PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR  ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND  ANY DEVICE YOU USE TO ACCESS LECTRIUM PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM  ACCESSING SUCH CONTENT. 

                (c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER  DISRUPTIONS. LECTRIUM MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO  SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER  CHARACTERISTICS OF SERVICES. ‍

                (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM  LECTRIUM OR THROUGH LECTRIUM PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE  HEREIN. 

        9.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT  LECTRIUM PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD LECTRIUM PARTIES LIABLE,  FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK  OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. 

        9.3 No Liability for Conduct of Installers. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH INSTALLERS. YOU UNDERSTAND THAT LECTRIUM DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF INSTALLERS AND THAT LECTRIUM IS NOT AFFILIATED WITH, AND DOES NOT HAVE ANY CONTROL OVER, ANY INSTALLERS. LECTRIUM MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

10. LIMITATION OF LIABILITY. 

        10.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST  EXTENT PROVIDED BY LAW, IN NO EVENT SHALL LECTRIUM PARTIES BE LIABLE FOR ANY LOSS OF PROFITS,  REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR  COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF  SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT LECTRIUM HAS BEEN ADVISED OF  THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR  ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH INSTALLERS, ON ANY THEORY OF LIABILITY,  RESULTING FROM: (a) THE USE OR INABILITY TO USE LECTRIUM PROPERTIES; (b) THE COST OF  PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA,  INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS  ENTERED INTO THROUGH LECTRIUM PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF  YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON LECTRIUM PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO LECTRIUM PROPERTIES, WHETHER BASED ON  WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY  OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A  LECTRIUM PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A LECTRIUM PARTY’S NEGLIGENCE; OR  FOR (ii) ANY INJURY CAUSED BY A LECTRIUM PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.  

        10.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, LECTRIUM PARTIES WILL  NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO LECTRIUM BY YOU IN CONNECTION WITH THE PROJECT GIVING RISE TO SUCH LIABILITY; (b) $100;OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON  LIABILITY SHALL NOT APPLY TO LIABILITY OF A LECTRIUM PARTY FOR (i) DEATH OR PERSONAL INJURY  CAUSED BY A LECTRIUM PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A LECTRIUM PARTY’S  FRAUD OR FRAUDULENT MISREPRESENTATION. 

        10.3 Home Owner Content. EXCEPT FOR LECTRIUM’S OBLIGATIONS TO PROTECT YOUR  PERSONAL DATA AS SET FORTH IN LECTRIUM’S PRIVACY POLICY, LECTRIUM ASSUMES NO RESPONSIBILITY  FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT  NOT LIMITED TO, YOUR CONTENT AND HOME OWNER CONTENT), USER COMMUNICATIONS OR  PERSONALIZATION SETTINGS. 

        10.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR  LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE  EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

        10.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE  FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LECTRIUM AND YOU. 

11. MONITORING AND ENFORCEMENT. Lectrium reserves the right to: (a) remove or refuse to  post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to  any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe  that such Content violates this Agreement, infringes any intellectual property right or other right of any  person or entity, threatens the personal safety of Installers of Lectrium Properties or the public, or could  create liability for Lectrium; (c) disclose your identity or other information about you to any third party  who claims that material posted by you violates their rights, including their intellectual property rights or  their right to privacy; (d) take appropriate legal action, including without limitation, referral to law  enforcement, for any illegal or unauthorized use of Lectrium Properties; and/or (e) terminate or suspend  your access to all or part of Lectrium Properties for any or no reason, including without limitation, any  violation of this Agreement. 

If Lectrium becomes aware of any possible violations by you of the Agreement, Lectrium reserves the right  to investigate such violations. If, as a result of the investigation, Lectrium believes that criminal activity  has occurred, Lectrium reserves the right to refer the matter to, and to cooperate with, any and all  applicable legal authorities. Lectrium is entitled, except to the extent prohibited by applicable law, to  disclose any information or materials on or in Lectrium Properties, including Your Content, in Lectrium’s  possession in connection with your use of Lectrium Properties, to (i) comply with applicable laws, legal  process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content  violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the  rights, property or personal safety of Lectrium, its users or the public, and all enforcement or other  government officials, as Lectrium in its sole discretion believes to be necessary or appropriate.

12. TERM AND TERMINATION. 

        12.1 Term. The Agreement commences on the date when you accept them (as described in  the preamble above) and remain in full force and effect while you use Lectrium Properties, unless  terminated earlier in accordance with the Agreement. 

        12.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the  Agreement commenced on the earlier to occur of (a) the date you first used Lectrium Properties or (b)  the date you accepted the Agreement, and will remain in full force and effect while you use any Lectrium Properties, unless earlier terminated in accordance with the Agreement. 

        12.3 Termination of Services by Lectrium. Lectrium may terminate these Terms at any time,  with or without notice, including if you have materially breached any provision of the Agreement, or if  Lectrium is required to do so by law (e.g., where the provision of the Website or the Services is, or  becomes, unlawful), Lectrium has the right to, immediately and without notice, suspend or terminate any  Services provided to you. You agree that all terminations for cause shall be made in Lectrium’s sole  discretion and that Lectrium shall not be liable to you or any third party for any termination of your access  to the Services. 

        12.4 Termination of Services by You. If you want to terminate the Services provided by  Lectrium, you may do so by notifying Lectrium at any time. Your notice should be sent, in writing, to  Lectrium’s address set forth below. Termination is effective upon receipt and acknowledgment of your  notice to terminate. 

        12.5 Effect of Termination. Termination of any Service includes removal of access to such  Service and barring of further use of the Service. Upon termination of any Service, your right to use such  Service will automatically terminate immediately. You understand that any termination of Services may  involve deletion of Your Content associated therewith from our live databases. Lectrium will not have any  liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All  provisions of the Agreement which by their nature should survive, shall survive termination of Services,  including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. 

        12.6 No Subsequent Access. If your ability to access Lectrium Properties or any other Lectrium community is discontinued by Lectrium due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to access Lectrium Properties or any Lectrium community through use of a different name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Lectrium Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Lectrium reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

13. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section  (“Arbitration Agreement”) carefully. It requires users to arbitrate disputes with Lectrium and  limits the manner in which you can seek relief from us. 

        13.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for  relief relating in any way to your access or use of the Website, to any products sold or distributed through  the Website, or to any aspect of your relationship with Lectrium, will be resolved by binding arbitration,  rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims  qualify; and (b) you or Lectrium may seek equitable relief in court for infringement or other misuse of  intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and  requests for relief that arose or were asserted before the effective date of this Agreement or any prior  version of this Agreement.  

        13.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and  enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter  requesting arbitration and describing your dispute or claim or request for relief to Lectrium, Inc. c/o  Columbia Startup Lab, 175 Varick Street New York, New York 10014. The arbitration will be conducted by  JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or  request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s  most current version of the Streamlined Arbitration Rules and procedures available at  http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s  most current version of the Comprehensive Arbitration Rules and Procedures, available at  http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at  www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties  will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing,  administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Lectrium will pay them  for you. In addition, Lectrium will reimburse all such JAMS’s filing, administrative, hearing and/or other  fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines  the claims are frivolous.  

        13.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the  scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the  interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not  limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The  arbitration will decide the rights and liabilities, if any, of you and Lectrium. The arbitration proceeding will  not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall  have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the  authority to award monetary damages and to grant any non-monetary remedy or relief available to an  individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration  Agreement). The arbitrator shall issue a written award and statement of decision describing the essential  findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law  would have. The award of the arbitrator is final and binding upon you and us. 

        13.4 Waiver of Jury Trial. YOU AND LECTRIUM HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Lectrium are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

        13.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND  REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON  AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS  AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR  CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that  applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or  request for relief, then such aspect must be severed from the arbitration and brought into the State or  Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be  arbitrated.  

        13.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration  Agreement by sending written notice of your decision to opt out to: info@lectrium.com, within thirty (30)  days after first becoming subject to this Arbitration Agreement. Your notice must include your name and  address, the email address you used to request a quote, and an unequivocal statement that you want to  opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this  Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any  other arbitration agreements that you may currently have, or may enter in the future, with us. 

        13.7 Severability. Except as provided in Section 13.5 (Waiver of Class or Other Non Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be  invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be  severed and the remainder of the Arbitration Agreement shall continue in full force and effect. 

        13.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your  relationship with Lectrium. 

        13.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree  that if Lectrium makes any future material change to this Arbitration Agreement, you may reject that  change within thirty (30) days of such change becoming effective by writing Lectrium at the following  address: Lectrium, Inc. c/o Columbia Startup Lab 175 Varick Street New York, New York 10014. 

14. THIRD-PARTY SERVICES. Lectrium Properties may contain links to third-party websites (“Third Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad,  we will not warn you that you have left Lectrium Properties and are subject to the terms and conditions  (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party  Applications and Third-Party Ads are not under the control of Lectrium. Lectrium is not responsible for  any Third-Party Websites, Third-Party Applications or Third-Party Ads. Lectrium provides these Third-Party  Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review,  approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites,  Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith.  You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk.  When you leave our Website, this Agreement and our policies no longer govern. You should review  applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites,  Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or  appropriate before proceeding with any transaction with any third party.  

15. GENERAL PROVISIONS.

        15.1 Electronic Communications. The communications between you and Lectrium may take  place via electronic means, whether you visit Lectrium Properties or send Lectrium e-mails and/or calls,  or whether Lectrium posts notices on Lectrium Properties or communicates with you via e-mail and/or  calls. For contractual purposes, you (a) consent to receive communications from Lectrium in an electronic  form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other  communications that Lectrium provides to you electronically satisfy any legal requirement that such  communications would satisfy if it were to be in writing. The foregoing does not affect your statutory  rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15  U.S.C. §7001 et seq. (“E-Sign”). 

        15.2 Release. You hereby release Lectrium Parties and their successors from claims, demands,  any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and  property damage, that is either directly or indirectly related to or arises from your use of or participation  in any Installer Services and any interactions with or conduct of Installers or third-party websites of any  kind arising in connection with or as a result of the Agreement or your use of Lectrium Properties (the  “Released Claims”). With respect to such Released Claims, you expressly waive any and all rights  conferred upon you by any statute or rule of law which provides that a release does not extend to claims  which the claimant does not know or suspect to exist in his, her, or its favor at the time of executing the  release, which if known by him, her or it must have materially affected his, her, or its settlement with the  released party, including the following provisions of California Civil Code Section 1542, which states, “A  general release does not extend to claims that the creditor or releasing party does not know or suspect  to exist in his or her favor at the time of executing the release and that, if known by him or her, would  have materially affected his or her settlement with the debtor or released party.” The foregoing release  does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including  personal injuries, death or property damage for any unconscionable commercial practice by a Lectrium Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression  or omission of any material fact in connection with the Website or any Services provided hereunder. 

        15.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be  assigned, subcontracted, delegated or otherwise transferred by you without Lectrium’s prior written  consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing  will be null and void. 

        15.4 Force Majeure. Lectrium shall not be liable for any delay or failure to perform resulting  from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots,  embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of  transportation facilities, fuel, energy, labor or materials.  

        15.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with  respect to Lectrium Properties, please contact us at: info@lectrium.com. We will do our best to address  your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us  know for further investigation. 

        15.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate  litigation in a court, both you and Lectrium agree that all claims and disputes arising out of or relating to  the Agreement will be litigated exclusively in the state or federal courts located in San Mateo County,  California.

        15.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. 

        15.8 Choice of Language. It is the express wish of the parties that the Agreement and all  related documents have been drawn up in English.  

        15.9 Notice. Where Lectrium requires that you provide an e-mail address, you are responsible  for providing Lectrium with your most current e-mail address. In the event that the last e-mail address  you provided to Lectrium is not valid, or for any reason is not capable of delivering to you any notices  required/ permitted by the Agreement, Lectrium’s dispatch of the e-mail containing such notice will  nonetheless constitute effective notice. You may give notice to Lectrium at the following address:  Lectrium, Inc., c/o Columbia Startup Lab 175 Varick Street, New York, New York 10014. Such notice shall  be deemed given when received by Lectrium by letter delivered by nationally recognized overnight  delivery service or first class postage prepaid mail at the above address. 

        15.10 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion  will not be deemed a waiver of any other provision or of such provision on any other occasion. 

        15.11 Severability. If any portion of this Agreement is held invalid or unenforceable, that  portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties,  and the remaining portions shall remain in full force and effect. 

        15.12 Export Control. You may not use, export, import, or transfer Lectrium Properties except  as authorized by U.S. law, the laws of the jurisdiction in which you obtained Lectrium Properties, and any  other applicable laws. In particular, but without limitation, Lectrium Properties may not be exported or  re-exported (a) into any United States 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’s Denied  Person’s List or Entity List. By using Lectrium Properties, you represent and warrant that (i) you are not  located in a country that is subject to a U.S. Government embargo, or that has been designated by the  U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government  list of prohibited or restricted parties. You also will not use Lectrium Properties for any purpose prohibited  by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical  or biological weapons. You acknowledge and agree that products, services or technology provided by  Lectrium are subject to the export control laws and regulations of the United States. You shall comply with  these laws and regulations and shall not, without prior U.S. government authorization, export, re-export,  or transfer Lectrium products, services or technology, either directly or indirectly, to any country in  violation of such laws and regulations. 

        15.13 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report  complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California  Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112,  Sacramento, CA 95834, or by telephone at (800) 952-5210. 

        15.14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.