This Subscription is the agreement between you and Arcadia Power where Arcadia Power agrees to credit your Utility Account with the value of the energy produced by your Subscription Amount during the Subscription Term.
The value your Subscription produces during the Term depends on forces outside Arcadia Power's control, including the weather. Arcadia Power makes no guarantee as to the Bill Credits you will receive.
Arcadia Power reserves the right to change the Terms at its sole discretion. Arcadia Power will notify you of any material changes to our terms and conditions, however, you are expected to check this page frequently so you are aware of any changes. Any changes to the Terms will be effective immediately. The most current version of the Terms (along with its effective date) will be linked from the homepage on the Website. Your continued use of the Subscription following any updates to the Terms will be deemed acceptance of the updated Terms.
By clicking "Yes, I agree to the Terms and Conditions" on our website, you accept the terms of this Subscription and acknowledge that (i) you have read this Subscription; (ii) the terms of this Subscription are valid and enforceable against you and any other person listed on your electric Utility Account; and (iii) you have the right and authority to enter into this Subscription on behalf of yourself and any other persons listed on your electric Utility Account.
Arcadia Power is not selling electricity, and no electricity will be delivered to you, under this Subscription. You are responsible for obtaining or providing any electrical service to the address identified in the Utility Account.
"Arcadia Power," "we," "us" or "our" means Arcadia Power, Inc. and its successors or assigns.
"Bill Credit" means the amount Arcadia Power will credit on your Utility Account for each Production Month, the calculation of which is described in Section 5.
"Confirmation Email" means the email from Arcadia Power detailing the specifics of your Subscription.
“Covered Utility” means any of the utilities listed below.
"Credit Rate" means the amount you will be credited for every kilowatt-hour your Subscription Amount produces. The Credit Rate is stated in your Confirmation Email.
"Force Majeure" means any event or circumstances beyond the reasonable control of and without the fault or negligence of Arcadia Power. It shall include, without limitation, failure or interruption of the production of the System due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerrilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; drought; the binding order of any governmental authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any governmental authority (provided that such action has been timely requested and diligently pursued); unavailability of electricity from the utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the foregoing results from the failure of Arcadia Power to have exercised reasonable diligence); and failure of equipment not utilized by or under the control of Arcadia Power.
“Nameplate Capacity” means the maximum amount of electric energy that the System can produce under specific conditions, as rated by the manufacturer, and as expressed in kilowatts (DC).
“Production Month” means a calendar month during the Subscription Term in which the System produces photovoltaic energy.
“Project Start Date” means the month you will start earning Bill Credits, as stated in your Confirmation Email.
“Subscriber,” “Customer”, “User,” “You” or “your” means you and any other person or entity, other than Arcadia Power, entering into or bound by this Subscription.
“Subscription” means this Agreement.
“Subscription Amount” means the percentage of the total Nameplate Capacity of the System to which you subscribe, as stated in your Confirmation Email.
“Subscription Term” means the time period that begins on the Project Start Date and ends after the length of time described in your Confirmation Email.
“System” means the solar photovoltaic system identified in your Confirmation Email.
“Utility Account” means the Subscriber’s account at a Covered Utility, through which the Subscriber is charged for electricity consumption.
“Utility Account Credentials” means User’s Utility Account username, password, and/or account number, and/or any other necessary credentials to access User’s Utility Account.
“Utility Account Information” means a User’s personal customer information.
Arcadia Power agrees to credit your Utility Account with Bill Credits produced by the System under this Subscription until the end of the Subscription Term.
During your Subscription Term, you will receive a Bill Credit on your Utility Account for the value of the electricity your Subscription Amount produces. The amount of the Bill Credit will be calculated by taking the actual number of kilowatt-hours the System produces per Production Month, multiplied by your Subscription Amount, multiplied by your Power Price. Your Confirmation Email contains your Power Price. Example:
Production Month production: 10,000 kwh from 100 panels
Subscription Amount: 1 panel or 1%
Bill Credit Amount: $.15 per kwh
Your Bill Credit Amount = 10,000 x .01 x .15 = $15
Monthly Bill Credits will change over time as System production varies (e.g., summer has higher production).
You will have regular access to the System’s production via your Arcadia Power dashboard online account.
Subscriber understands and agrees that there is no guarantee as to the amount of Bill Credits you will receive during the Subscription Term. Furthermore, Arcadia Power makes no representations or warranties regarding the System, its operations, or its potential production. Risk factors that you acknowledge may impact the amount of Bill Credits received during the Subscription Term include, but are not limited to, the weather, System maintenance, and force majeure events.
Subscriber understands and agrees that this Subscription is not a sale or lease, and does not create any right of control, possession, or ownership of any portion of the System. Subscriber understands and agrees that the System and any of its parts are not your personal property. You have no right of access to the System. Your Subscription does not create any common enterprise, partnership, joint venture, or other business relationship between you and Arcadia Power. You shall at all times keep the System free and clear of all liens, claims, levies and legal processes not created by Arcadia Power, and shall at your expense protect and defend Arcadia Power against the same.
Subscriber understands and agrees that they have no right or interest in any tax credits, incentives, renewable energy credits, green tags, carbon offset credits, utility rebates or any other non-power attributes of the system, which are the property or for the benefit of Arcadia Power, usable at its sole discretion. Arcadia Power shall have the exclusive right to enjoy and use all such benefits, whether such benefits exist now or in the future. Subscriber agrees to refrain from entering into any agreement with your utility that would entitle you or your utility to claim any such benefits.
Subscriber agrees to purchase a Subscription Amount that will only produce Energy Credits in an amount equal to, or less than, their expected electricity costs over the Subscription Term.
Subscriber agrees that, if requested, you execute and deliver to any transferee, assignee, or financing partner an acknowledgement and confirmation of your obligations under this Subscription as may be reasonably requested by it.
You authorize Arcadia Power to retrieve, on your behalf as your agent, your Utility Account Information that is maintained online by your Utility. By submitting your Utility Account Information, you certify and confirm that you are entitled to disclose this Utility Account Information and that you are an authorized user of the Utility Account. Arcadia Power makes no effort to review your Utility Account Information for accuracy.
To allow Arcadia Power to retrieve your Utility Account Information, you understand that you must provide Arcadia Power with your Utility Account Credentials. You acknowledge that Arcadia Power may need to periodically change or update your Utility Account Information and Utility Account Credentials.
You agree to notify Arcadia Power of any changes to your Utility Account Information or Utility Account Credentials. By providing Arcadia Power with your Utility Account Credentials, you certify that you or another member of your household or small business owns the Utility Account(s) associated with your home or business.
You acknowledge and agree that when Arcadia Power is accessing and retrieving your Utility Account Information from third-party sites, Arcadia Power is acting as your agent, and not as the agent for or on behalf of the third-party.
If you move, you may transfer this Subscription to your new utility account as long as it is an account with a Covered Utility. You must provide us with your new utility account number, username, and password information. If you do not provide this information to Arcadia Power you will forfeit any Bill Credits for any portion of any Production Month(s) after the date of your move and prior to your providing us the information required under this sub-section. If you will no longer have a utility account in a Covered Utility then you will forfeit any Bill Credits for any portion of any Production Month(s) after your move.
You must provide us notice at least 14 days in advance of your move.
At any time, you may transfer your Subscription to someone else with an account at a Covered Utility. The panel subscription may only be transferred one time; the transferee will not have a right to transfer.
You must a provide us with the transferee’s utility account number, username, and password information, as well as give us at least 14 days advanced notice.
At any time during the Subscription Term we may, at our sole discretion, undertake any of the following actions (or any combination thereof):
terminate this Agreement (subject to 8.c);
assign your subscription to another solar photovoltaic system with a comparable term and comparable or greater savings rate, which will thereafter be the “System” referred to in this Subscription; and
shorten, extend or suspend the Subscription Term as we deem reasonably necessary under the circumstances (subject to 8.c).
If we terminate this Subscription or otherwise shorten or suspend the Subscription Term in accordance with this Section for a reason other than Force Majeure, we will refund you an amount equal to your initial Subscription fee minus the total value of Bill Credits you have been credited to date. If we terminate this Subscription or otherwise shorten or suspend the Subscription Term due to a Force Majeure event, we shall be excused from any refund as described in Section 8.c.
We will give you notice within thirty (30) days following any action we take pursuant to Section 8.
Arcadia Power may assign, sell, or transfer the System and this Subscription, or any part of this Subscription, at its sole discretion and without your consent. If requested, you agree to execute and deliver to any transferee, assignee, or financing partner an acknowledgement and confirmation of your obligations under this Subscription as may be reasonably requested by it. Any assignment of Arcadia Power’s rights and/or obligations under this Subscription shall not result in any change to your rights and obligations under this Subscription.
Arcadia Power makes no warranty or representation concerning the taxability of the Bill Credits or other tax issues related to participating in the Subscription. Subscriber should consult their tax professional or accountant. Additionally, Arcadia makes no warranty or representation concerning the implication of any federal or state securities laws on how Subscriptions to the System are handled. Subscriber is urged to seek professional advice regarding these issues.
To the fullest extent permitted by law, You shall indemnify, defend, protect, save and hold harmless Arcadia Power, its employees, officers, directors, agents, successors and assigns from any and all third party claims, actions, costs, expenses (including reasonable attorneys’ fees and expenses), damages, liabilities, penalties, losses, obligations, injuries, demands and liens of any kind or nature arising out of, connected with, relating to or resulting from your negligence or willful misconduct; provided, that nothing herein shall require you to indemnify Arcadia Power for its own negligence or willful misconduct. The provisions of this paragraph shall survive termination or expiration of this Subscription.
ARCADIA POWER’S LIABILITY TO YOU UNDER THIS SUBSCRIPTION SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY. YOU AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES.
PLEASE READ THIS SECTION CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.
Any claim that you might have against Arcadia Power must be resolved through binding arbitration before the Judicial Arbitration and Mediation Services under its Streamlined Arbitration Rules and must be brought within one year of the claim arising. Any arbitration hearing will be held in Washington, D.C. Any arbitration shall be governed by and construed in accordance with the laws of the State of Delaware. You understand and agree that you will arbitrate with Arcadia Power in your individual capacity, not as a representative or member of a class. Your claim may not be joined with the claim of any other person, and there shall not be authority for any dispute to be arbitrated on a class-action basis. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award.
The arbitrator shall have the authority to award any legal or equitable remedy or relief that a court could order or grant under this agreement. The arbitrator, however, is not authorized to change or alter the terms of this agreement or to make any award that would extend to any transaction other than yours. All statutes of limitations that are applicable to any dispute shall apply to any arbitration between us. The Arbitrator will issue a decision or award in writing, briefly stating the essential findings of fact and conclusions of law.
BECAUSE YOU AND WE HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER OF US WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE A JURY TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE RULES. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS PERTAINING TO ANY DISPUTE. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION, EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.
The delay or failure of Arcadia Power to enforce any provisions of this Subscription or respond to a breach by you or other parties shall not in any way waive Arcadia Power’s right to enforce subsequently any terms or conditions of this Subscription or to act with respect to similar breaches.
All notices under this Subscription shall be in writing and shall be by personal delivery, electronic mail, overnight courier, or certified, or registered mail, return receipt requested, and deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised delivery date after deposit with overnight courier, or five (5) days after deposit in the mail. Notices shall be sent to the person identified in this Subscription at the addresses set forth in this Subscription or such other address as either party may specify in writing. Each party shall deem a document sent via PDF as an original document.
Unless otherwise specified herein, this Subscription constitutes the entire agreement between you and Arcadia Power. If any portion of the Subscription is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Effective Date: May 10, 2017