Terms Of Service

These Terms of Service (this “Agreement”) constitute a legally binding contract between RenewaFi LLC, a Delaware limited liability company (“RenewaFi,” “we,” “us,” “our”) and you with respect to your use of our websites, applications, and other products, services, and platforms, including our website accessible at RenewaFi.com (collectively, the “Service”), including your submission of any User Content (as defined below) to the Service. BY ACCESSING OR USING THE SERVICE, PARTICIPATING IN ANY TRANSACTION FACILITED BY THE SERVICE, REGISTERING AN ACCOUNT, OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT BY CLICKING “I ACCEPT,” OR ANY SIMILAR MECHANISM, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND YOUR COMPANY, AS APPLICABLE, AND ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.    Use of the Service

Before using certain portions of the Service, such as participating in transactions facilitated by the Service (“Service Transactions”) you will need to register with us and create an account, which such registration we may decline or restrict in our sole discretion (an “Account”). You have made on our behalf – and authorize us to make – inquiries to verify your identity, conduct background checks, conduct other similar activities, or to protect you and/or us against illegal or inappropriate activities, and to take action we reasonably deem necessary based on the results of such inquiries. If and when you register with or provide information to RenewaFi, you agree to: (A) provide accurate, current, and complete information, and (B) maintain and update your information to keep it accurate, current, and complete. By providing RenewaFi with your email address or other contact information, you consent to our use of this information to send you Service-related notices and other administrative notices, including any notices required by any applicable law, statute, rule, ordinance, code, guideline, order or regulation of any government or quasi-government authority (“Applicable Law”).

You are solely responsible for all activity that occurs on your Account. You must keep your Account credentials and any other access information secure at all times, and you agree to notify RenewaFi immediately of any breach or suspected breach of security or unauthorized use of your Account. RenewaFi will not be liable for any losses caused by any unauthorized use of your Account. You shall not, directly or indirectly, submit to the Service or to RenewaFi any personally identifiable information or any other information that may be protected from disclosure by Applicable Law, except as necessary for the establishment and operation of your Account.

2.    Fees

Certain Service Transactions or other portions of the Services may incur a fee (“Fees”). All Fees are set forth here. You shall not circumvent or attempt to circumvent any Service Fee arrangements.

You agree to pay all Fees promptly, in good faith, and in accordance with our payment instructions. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. If you fail to make any payment when due then, in addition to all other remedies that may be available, (i) we may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law, (ii) you shall reimburse us for all costs incurred by us in collecting any late payments or interest; and (iii) we may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you or any other party by reason of such suspension. All amounts payable to us under this Agreement shall be paid by you to us in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

3.    Intellectual Property

A. Your Rights. Upon registration of an Account, and subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for your own internal use. RenewaFi reserves all rights not expressly granted herein in the Service.

B. User-Provided Information. When using the Service, there are two types of information which you can provide (collectively, “User Content”):

           I. Marketplace Information – This anonymized information includes any information relating to potential bids, offers and counters (other than Identity Information, discussed below). When submitting a bid, offer or counter, the general information you provide will be made available to other users to help facilitate transactions. Marketplace Information will not include the identity of the entity making a bid, offer or counter or any other identifying information that would connect an entity or individual to a bid, offer or counter, such as name, company name, address or telephone number.

           II. Identity Information – This information is all other information which may connect an entity or individual to a bid, offer or counter, such as name, company name, address or telephone number. When you match with another user as part of the bid, offer or counter process, you elect to share your Identity Information with this other user in order to facilitate the proposed transaction. Identity Information will never be shared with other users unless and until you choose to share such information as part of a transaction. You acknowledge and agree that any Identity Information you share with any other users is shared at your own risk and any rules regarding the use of such information by such other users must be agreed between you and the other users. RenewaFi will not be liable in the event another user discloses Identity Information which you choose to disclose. You agree that you will treat as confidential any Identity Information regarding other users that you receive.

          III. RenewaFi Rights. You hereby grant, and you represent and warrant that you have all rights necessary to grant, to RenewaFi a royalty-free, fully paid-up, fully sublicensable (through multiple tiers of sublicensees), fully transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform and create derivative works of any Marketplace Information you provide to RenewaFi. You expressly agree that RenewaFi may use any anonymized Marketplace Information for any purpose and without obligation of confidentiality during or after the term of this Agreement, including to develop and improve the Service or otherwise develop and improve RenewaFi services and products. RenewaFi also reserves the right to use and disclose both Marketplace Information as well as Identity Information to the extent required by law or to exercise RenewaFi’s rights under this or any other agreement between you and RenewaFi.

C. User Content. You are solely responsible for any User Content that you submit, post, or display on or via the Service. Without limitation to any restrictions set forth herein or in the Code of Conduct, you represent and warrant that: (i) you own the User Content or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) the use of your User Content does not and will not violate, misappropriate or infringe on the rights of any third party, including privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) the User Content does and will comply with Applicable Law. You acknowledge and agree that your relationship with RenewaFi is not a fiduciary or other type of special relationship, and that your decision to submit any User Content to RenewaFi does not place RenewaFi in any such relationship.

4.    Restrictions on Use of the Service

You agree that in your or your agents’ use of the Service, the following are prohibited:

• Use of the service that in any way violates any law, regulation, governmental order or decree.
• Posting bids or offers to enter into, or otherwise communicating about a Services Transaction     unless the transaction is intended to be physically settled. Financially settled transactions cannot and should not be sourced on RenewaFi. 
• Entering into any Service Transactions that are not physically settled.
• Use of the Service that is in any way violates a duty owed to another by contract or otherwise.
• Using, copying, modifying, or creating a derivative work of, reverse engineering, decompiling, or otherwise attempting to extract the source code of the software underling the Service or any part thereof, except to the extent expressly permitted or required by applicable law.
• Attempting to avoid payment of charges or fees payable by you with respect to the Service,     including by trying to circumvent or unfairly reduce any fees that may be payable to RenewaFi as a result of any Service Transaction.
• Attempting to gain unauthorized access to or disrupt any service, data, account, system or     network by any means.
• Attempting to copy, mirror, or reverse engineer any part of the Service, or attempting to rent,     lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time.
• Attempting to access any content on the Service through any technology or means other than those provided or authorized by the Service.
• Attempting to send, activate or store material containing software viruses, worms, Trojan     horses or other harmful computer code, files, scripts, agents or programs or plant malware of any type on RenewaFi’s computer systems.
• Sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe,     malicious, abusive or tortious material.
• Attempting to disrupt, degrade, impair or violate the integrity or security of the Service or the     computers, services, accounts or networks of any other party (including “hacking,” “denial of service” attacks, etc.).
• Distributing or disclosing any part of the Service in any medium, including by any automated or non-automated “scraping.”
• Using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Service.
• Taking any action that imposes, or may impose, as we determine in our sole discretion, an     unreasonable or disproportionately large load on our infrastructure.
• Using the Service in a way that RenewaFi finds to be objectionable, in its reasonable discretion. 

We may, but are not obligated to, investigate any suspected violation of this Agreement or misuse of the Service. We may include in our Service certain means of monitoring and reporting any suspected violation of this Agreement or misuse of the Service. We may report any activity that we suspect violates any law, regulation, governmental order or decree to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing your information, as may be appropriate or necessary. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Agreement. 

5.    Third Party Links

RenewaFi uses third party products and services, such as Amazon Web Services, to provide the Service ( “External Services”). We do not control or give any representations, warranties or endorsements for these External Services, and your use of any External Services is at your own risk. We shall not be liable to you or any third party based on your use of or access to the External Services and you hereby irrevocably waive any claim against RenewaFi with respect to the content or operation of any External Service.

6.    Privacy Policy and Code of Conduct

Your use of the Service shall be subject to RenewaFi’s Privacy Policy (the “Privacy Policy”), which can be accessed at: www.renewafi.com/privacy-policy and our Code of Conduct, which can be accessed at www.renewafi.com/code-of-conduct.

7.    Term & Termination

This Agreement is effective from the date on which you first access the Service and shall remain effective until terminated in accordance with its terms. RenewaFi may immediately terminate or suspend this Agreement, and/or your access to and/or use of the Service, or any portion thereof, for any of the following reasons: (a) your breach or threatened breach of this Agreement; (b) a threat to the integrity of the Service exists as determined by us in our sole and absolute discretion; or (c) if any amount due hereunder is not received by us within fifteen (15) days after it was due, and we provided written notice of same.

You may terminate this Agreement at anytime upon 30 days’ prior written notice to RenewaFi thereof. Upon termination of this Agreement, your right to access and use the Service shall immediately cease and you shall cease all access to and use of the Service; however, termination of this Agreement (for any reason) will not affect any obligation related to Service Transactions initiated prior to the date of termination, including your obligation to comply with the Marketplace Code of Conduct and pay Service fees, and Sections 2, 3(B)-(C), and 4–13 of this Agreement shall survive, except that you shall no longer have any right to access or use the Service.

We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service or any part or portion thereof, with or without notice to you. We may also, from time to time and in our sole discretion, modify certain portions of the Service such that these portions are only available to paying users. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate RenewaFi to maintain and support the Service, or any part or portion thereof, during the term of this Agreement. If you have purchased any term-based subscription to the Service, we agree to use commercially reasonable efforts not to materially degrade the paid portions of the Service during your term.

8.    RenewaFi Not Party to Transactions; Disclaimers

You acknowledge and agree that all bids, offers, counters, and matches posted on the Service are non-binding and that RenewaFi will not reveal the identity of any participants submitting such bids and offers unless expressly instructed by such participant otherwise.

While we take certain measures to assist users to avoid potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. We do not warrant that such measures or actions will reach any or all users in a timely manner or at all or that such measures or actions will prevent any harm or otherwise have any impact.

THE SERVICE IS PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICE IS CURRENT AND/OR UP-TO-DATE, OR THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICE, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE SERVICE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

9.    Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER PARTY HEREUNDER NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE TOTHE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSSOF DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICE OR ANY LINKED WEBSITE, WHETHER OR NOT SUCH FIRST PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER HEREUNDER SHALL NOT BE IN AN AMOUNT THAT EXCEEDS THE AMOUNT OF SERVICE FEES ACTUALLY RECEIVED BY RENEWAFI FROM YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO LIABILITY OR CLAIMS TO THE EXTENT ARISING FROM (A) A PARTY’S OBLIGATIONS UNDER SECTION 10, (B) A PARTY’S BREACH OF SECTIONS 2, 3 OR 4; (C) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; OR (D) A PARTY’S FAILURE TO COMPLY WITH APPLICABLE LAW.  

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SITE OR ANY THIRD PARTY PROVIDER, YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE RENEWAFI, ITS AFFILIATES, LICENSORS AND THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES AND ALLOTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM WOULD HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

10. Indemnification

We will indemnify, defend, and hold you harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses (collectively, “Losses”) that arise directly or indirectly out of or from any third party claim alleging that the Service infringes or misappropriates such third party’s intellectual property rights. The foregoing obligation does not apply to the extent the alleged infringement arises from: (1) User Content or External Services; (2)access to or use of the Service in combination with any technology, materials, or services not provided by RenewaFi; (3) modification of the Service other than by or on behalf of RenewaFi or with RenewaFi’s prior written approval; or(4) any act or omission described in the paragraph below.

You agree to indemnify, defend (at RenewaFi’s request), and hold harmless RenewaFi, our agents, successors, and assigns, and our and their directors, officers, employees, consultants and other representatives (collectively, the “RenewaFi Parties”) from and against any and all Losses that arise directly or indirectly out of or from: (A) your actual or alleged breach of this Agreement; (B) any allegation that any User Content or other materials you submit to us or transmit to the Service infringe, misappropriate, or otherwise violate the intellectual property or other right of any third party; (C) your activities in connection with the Service or any other website to which the Service is linked; (D) your negligence or willful misconduct; (E) your use of the results, content, products, services, software, data, or information provided via the Service; (F) any service or product offered by you in connection with or related to your use of the Service; and/or (G) your violation of any Applicable Law.

Each party shall promptly notify the other party in writing of any claim for which such party believes it is entitled to be indemnified pursuant to this Section, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this paragraph will not relieve the Indemnitor of its obligations under this Section 10, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

11.  Choice of Law and Forum

This Agreement and all matters relating hereto shall be governed, construed, and enforced in accordance with the laws of the State of New York other than such laws (including case law) that would require or permit the application of the laws of any other jurisdiction. Other than injunctive or other equitable relief sought by a party, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, whether during or after the term of this Agreement, shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as modified or supplemented under this Section 11. The arbitration shall be held in New York City, New York, United States. The costs of the arbitration, including the arbitrator’s fees, shall be shared equally by the parties; provided, however, that each party shall bear the cost of preparing and presenting its own claims and/or defenses including its own attorneys’ fees. Regardless of the nature of the claims asserted by the parties in an arbitration, the arbitrator will not have the authority to award attorneys’ fees, expenses or costs to any party. Notwithstanding the foregoing mandatory arbitration provisions, the parties reserve their right to seek and obtain injunctive or other equitable relief necessary to enforce their legal rights. Any action by a party hereto seeking injunctive or other equitable relief under this Agreement shall be brought and maintained in the appropriate courts in the State of New York, United States. In connection with such a claim for injunctive or other equitable relief, each party irrevocably submits to the exclusive jurisdiction of these courts, agrees to file all pleadings in connection with the subject matter of this Agreement in such courts, and waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this Agreement in such courts. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12. Service Transaction Information

All anonymous Marketplace Information related to Service Transactions and made available by the Service are visible to other users and are not confidential. Prior to entering into a Service Transaction and prior to seller and buyer Identity Information being made available to such parties, all parties to the transaction may be required to enter into a non-disclosure agreement with each other and RenewaFi. You agree to negotiate such non-disclosure agreements in good faith and in accordance with the Marketplace Code of Conduct.

13. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by RenewaFi posting such changes, waivers or modifications within the Services. If any employee of RenewaFi offers to modify this Agreement, he or she is not acting as an agent for RenewaFi or speaking on RenewaFi’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of RenewaFi or anyone else purporting to act on RenewaFi’s behalf. This Agreement is between you and RenewaFi; there are no third party beneficiaries. You are responsible for compliance with all Applicable Laws, including United States export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with RenewaFi’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. RenewaFi may assign, transferor delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. RenewaFi shall not be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement, if such delay or failure result from events, circumstances or causes beyond its reasonable control. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served, in the case of RenewaFi, at info@RenewaFi.com or, in your case, to contact information you choose to provide us. Notice to you shall be deemed given 24 hours after the e‑mail is sent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. As used in this Agreement, “including” means “including without limitation”.