This agreement sets forth the general terms and conditions (the “Terms and Conditions”) which apply to participation in the Ipsun Power Inc. (“Ipsun Power”) Customer Special Referral Program (the “Referral Program”). Participation in the Referral Program is considered acceptance of these Terms and Conditions. The Referral Program shall only be valid during the Promotional Period, which runs from June 1, 2014 to August 31, 2024.

Specific dates of the Promotional Period are set forth in referral program guidelines which may be published from time to time (the “Referral Program Guidelines”). In the event of a conflict between these Terms and Conditions and any Referral Program Guidelines, the terms of the Referral Program Guidelines shall apply with respect only to (i) the Promotional Period and (ii) the Eligibility Requirements for Participants and Referees, including but not limited to certain criteria of residence. From time to time, Ipsun Power may run special promotions and/or issue applicable Referral Program Guidelines.

Ipsun Power reserves the right to both change these Terms and Conditions from time to time and/or to terminate the Referral Program at any time and without prior notice. As such, Participants (as defined below) should check these Terms and Conditions from time to time for changes. The failure by Ipsun Power to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision.

PARTICIPANT ELIGIBILITY REQUIREMENTS: Unless otherwise specified in the Referral Program Guidelines, the Referral Program is open to existing Ipsun Power customers who (i) have executed a customer agreement with Ipsun Power (a “Customer Agreement”), (ii) have received a fully-executed Customer Agreement countersigned by Ipsun Power by a specified date (“Ipsun Power Sign Off”), (iii) have an active, complete photovoltaic system designed, engineered, procured, constructed, installed, tested, commissioned, and started-up (“Solar Facility”), (iv) are current on their payments under their Customer Agreement (the “Participant”) and (v) otherwise have satisfied any other requirements in the applicable Referral Program Guidelines.

By submitting the name of an individual interested in becoming an Ipsun Power customer (the “Referee”) for participation in the Referral Program, each Participant agrees to the Terms and Conditions set forth herein.

Ipsun Power reserves the right to modify, limit, or restrict participation in the Referral Program to any person at any time for any reason and without notice. Participant eligibility shall be determined by Ipsun Power in its sole discretion. A Participant’s time of entry into the Referral Program will be determined by Ipsun Power in its sole discretion.

REFEREE ELIGIBILITY REQUIREMENTS: Unless otherwise specified in the Referral Program Guidelines, each Referee must (i) live within a state that Ipsun Power services; (ii) sign a Customer Agreement with Ipsun Power and receive Ipsun Power Sign Off, and (iii) own his or her residence (the “Eligibility Requirements”). Additional eligibility requirements may apply.

REFERRAL SUBMISSION RULES: To be eligible for the Referral Program, a Participant must submit the Referee’s First Name, Last Name, and Phone Number (the “Required Information”) to Ipsun Power by either: (1) logging into his or her Ipsun Power account on the Ipsun Power customer website; (2) calling the Ipsun Power customer care department or a sales organization authorized in writing to make sales on behalf of Ipsun Power; or (3) submitting all Required Information via a dedicated email address or referral landing page on the Ipsun Power corporate website designated by Ipsun Power. Required Information submitted by alternate channels will not be accepted. All Required Information must be accurate and sufficient such that Ipsun Power or one of its partners or affiliates may prepare a quotation for service to the Referee’s home within 30 (thirty) days after expiration of the Promotional Period.

A Participant must submit the Referee’s Required Information to Ipsun Power prior to either the date the Referee first contacts Ipsun Power to discuss a quotation for service, or the date the Referee is first contacted by an Ipsun Power representative. A Referee may not have been referred to Ipsun Power previously, as reflected in Ipsun Power’s records. If a Referee is referred by multiple Participants, the first Participant to submit the Required Information, based on the date and time of the submission (as determined by Ipsun Power in its sole discretion) shall be the only Participant entitled to receive a Referral Reward.

A Participant may not refer someone who lives in the same household as the Participant, provided, however, that a Participant may refer himself or herself or someone in his or her household if the Participant has multiple homes and has not previously submitted information for home(s) not subject to a Customer Agreement with Ipsun Power (“Second Home Referee”). Participants who submit Second Home Referees will only receive a Referral Reward with respect to the Second Home Referee’s residence as of the date of the referral.

REFERRAL REWARDS: A Participant who refers a valid Referee (as set forth herein) shall receive a referral reward in the amount specified in the Referral Program Guidelines to be issued in a form determined in the sole discretion of Ipsun Power (the “Referral Reward”). Referral Rewards may be taxable, depending on the value of the item and the federal, state, and local tax laws applicable to the Participant.

The Participant will get the Referral Reward within 90 days after being officially notified that the Referee’s Ipsun Power Solar Facility installation has started, as long as the Referee has made any required upfront and deposit payments.

Unless otherwise set forth in the specific Referral Program Guidelines, a Referee who (i) meets the Referee Eligibility Requirements, (ii) signs an Ipsun Power Customer Agreement and receives Ipsun Power Sign Off within one (1) year of the date of the referral and (iii) pays any upfront and deposit fees associated with the Solar Facility, may receive a referral reward in the amount specified in the Referral Program Guidelines to be issued in a form determined in the sole discretion of Ipsun Power (the “Referee Referral Reward”).

Each of the Participant’s and Referee’s Ipsun Power accounts must be paid in full and be in good standing at the time of payment.

Participants are solely responsible for reporting such items on their tax returns and paying any associated tax liability. If Ipsun Power’s delivery of a Referral Reward will require Ipsun Power to issue Participant or Referee a 1099, Ipsun Power’s obligation to make the Referral Reward shall be conditioned upon receipt of, either from Participant or Referee, any required tax documentation necessary to issue the 1099.

DISCLAIMER AND LIMIT OF LIABILITY: IPSUN POWER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY REFERRAL REWARD OR ANY PARTICIPANT’S OR REFEREE’S PARTICIPATION IN THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  ALL REFERRAL REWARDS ARE PROVIDED “AS-IS.” NEITHER IPSUN POWER NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES (THE “IPSUN POWER PARTIES”) SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, COST, OR INJURY THAT ARISES FROM OR RELATES TO PARTICIPATION IN THE REFERRAL PROGRAM, OR USE OF ANY REFERRAL REWARD, INCLUDING BUT NOT LIMITED TO: (I) LATE, LOST, DELAYED, DAMAGED, MISDIRECTED, INCOMPLETE, OR UNINTELLIGIBLE ENTRIES; (II) TELEPHONE, ELECTRONIC, HARDWARE OR SOFTWARE PROGRAM, NETWORK, INTERNET, OR COMPUTER MALFUNCTIONS, FAILURES, VIRUSES OR DIFFICULTIES OF ANY KIND; (III) FAILED, INCOMPLETE, GARBLED, OR DELAYED COMPUTER TRANSMISSIONS; (IV) THE USE OR DOWNLOADING OF ANY SOFTWARE OR MATERIAL IN CONNECTION WITH THIS REFERRAL PROGRAM; (V) TYPOGRAPHICAL OR OTHER ERROR IN THE PRINTING OF THE REFERRAL PROGRAM, ADMINISTRATION OF THE REFERRAL PROGRAM, OR IN THE ANNOUNCEMENT OF ANY REFERRAL REWARD; (VI) ANY OTHER CONDITION THAT MAY CAUSE THE REFERRAL PROGRAM TO BE DISRUPTED OR CORRUPTED; AND (VII) ANY PERSONAL INJURY, DEATH, OR DAMAGE TO PROPERTY THAT MAY RESULT FROM RECEIPT OR USE OF A REFERRAL REWARD.

IPSUN POWER RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, TO SUSPEND OR CANCEL THE REFERRAL PROGRAM, ALTER THE RULES OR CANCEL OR SUBSTITUTE ANY OF THE REFERRAL REWARDS FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, IF AT ANY TIME A COMPUTER VIRUS, TECHNICAL PROBLEM, OR OTHER UNFORESEEABLE OR UNCONTROLLABLE EVENT ALTERS OR CORRUPTS THE ADMINISTRATION OF THE REFERRAL PROGRAM, OR THE AWARDING OR USE OF ANY REFERRAL REWARD.

IN NO EVENT SHALL IPSUN POWER OR ANY IPSUN POWER PARTIES BE LIABLE TO PARTICIPANT, REFEREE, OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY, THEREFORE, CERTAIN OF THE FOREGOING DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU.

RELEASE: BY PARTICIPATING IN THE REFERRAL PROGRAM, EACH PARTICIPANT AND EACH REFEREE RELEASES AND AGREES TO HOLD HARMLESS IPSUN POWER AND ALL IPSUN POWER PARTIES FROM ANY LIABILITY WHATSOEVER FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY, INFRINGEMENT OF PROPRIETARY RIGHTS, RIGHTS OF PUBLICITY OR PRIVACY OR DEFAMATION) ARISING OUT OF OR IN CONNECTION WITH: (I) ENTERING THE REFERRAL PROGRAM; (II) ACCEPTANCE OR USE OF ANY REFERRAL REWARD; AND (III) OTHERWISE ARISING OUT OF OR RELATING TO THE REFERRAL PROGRAM.

GENERAL: Ipsun Power reserves the right to cancel the eligibility of any Participant or Referee who engages in any fraudulent activity or uses the Referral Program in a manner inconsistent with these Terms and Conditions, or applicable laws, statutes or ordinances.  Ipsun Power  is not responsible for any incorrect or inaccurate information supplied by Participants. By submitting someone as a Referee, a Participant represents that he or she believes that the Referee would benefit from receiving information about Ipsun Power  and its products and services. No “spamming” is permitted.  If Ipsun Power  believes, in its sole discretion, that a Participant has engaged in fraudulent activity or is “spamming” email accounts or addresses, Ipsun Power  reserves the right to recover any payments made to such Participant.

The Referral Program and these Terms and Conditions are void where any aspect of the Referral Program is prohibited, taxed or otherwise restricted by law or where registration, bonding, local judging or translation is required. The Referral Program is subject to all national, state, and local laws including applicable tax codes.

Ipsun Power shall not be liable for any failure of or delay in relation to the Referral Program for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

The section headings contained in these Terms and Conditions are for reference only and shall not in any way affect the meaning or interpretation of these Terms and Conditions.

ARBITRATION: By participating in the Referral Program, the Participant agrees to resolve any disputes arising from the Referral Program or related to these Terms and Conditions through binding arbitration governed by the Federal Arbitration Act (“FAA”). The arbitration will be conducted under the rules of JAMS that are in effect at the time of the Referral Program.  If there is a conflict between the applicable JAMS Rules and the within Terms and Conditions, the Terms and Conditions will govern.

ARBITRATION MEANS THAT PARTICIPANT WAIVES HIS OR HER RIGHT TO A JURY TRIAL. ARBITRATION MUST BE CONDUCTED ON AN INDIVIDUAL BASIS. AS A RESULT, NEITHER PARTICIPANT NOR Ipsun Power  MAY (I) JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CUSTOMERS; (II) LITIGATE IN COURT A CLASS ACTION OR OTHER LAWSUIT; OR (III) ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

CHOICE OF LAW: The laws of the State of Delaware govern these Terms and Conditions. Should there be a conflict between the laws of the State of Delaware and any other laws, the conflict will be resolved in favor of the laws of the State of Delaware.