Terms of Service
TERMS OF SERVICE
YUKTI GREEN ENERGY PVT. LTD.TERMS OF SERVICE
Last Updated: 01 SEPTEMBER 2022 (the “Effective Date”)
These Terms of Service (“Terms”) apply to your access to and use of the websites, applications and other online services,(collectively, the “Services”) provided or made available by The SUNSTOX , Inc., together with its subsidiaries, affiliates, nominees and assigns (collectively, “ SUNSTOX ,” “we” or “us”). References to “you” and “your” include any entity you represent. By using our Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 18, do not access or use our Services. If you have any questions about these Terms or our Services, please contact us at hello@ SUNSTOX .com . Capitalized terms used but not defined in these Terms have the meanings ascribed to them in Section 25.
1 – The Services.
1.1 General.We provide an online commercial transaction and lease arrangement platform through which Account Holders may Order and Purchase Solar Cells. In addition, at each Owner’s option, for each Project and for each Solar Cell individually, we facilitate Cell Owner Agreements between Solar Cell Owners and us, for the purpose of Deploying the Solar Cells, together with Solar Equipment we acquire and own, into Projects by way of Consumer Asset Leases.
1.2 Projects.
We conduct an analysis of each potential Project to determine its suitability to be featured on Services. We display on the Services our reasonable estimates of each Project’s potential performance, including the solar yield and the effective rate of return for the full term of the Cell Owner Agreement.
1.3 Project Consumers.
We conduct a summary financial and operational analysis of each potential Consumer. We estimate if the Consumer possesses the operational and financial capacity to meet his or her obligations under our standard Consumer Asset Lease and the Definitive Agreements.
1.4 Project Information.
Once we have determined a Project’s suitability, we make accessible on the Services the Project Information Document, which includes information we provide and Third-Party Information relevant to such Project, as part of a Crowdsale.
1.5 Additional Services.
The Services may also include additional services relating to the origination, engineering, and operating maintenance of new Projects, and additional services in relation to Accounts and Crowdsales, as required.
2 – Privacy.
For information about how we collect, use, share or otherwise process your Personal Information, please see our Privacy Policy(our “Privacy Policy”). Our Privacy Policy forms part of these Terms. By agreeing to these Terms, you also agree to our collection, use, sharing, and processing of your Personal Information in accordance with our Privacy Policy.
3 – Certain Disclaimers.
The following disclaimers supplement the disclaimers made in our Legal Disclaimer, which are incorporated by reference herein:
3.1 – General.
We do not control, endorse or take responsibility for any Third-Party Information available on or linked to our Services. Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. You assume the entire risk as to the quality and performance of the Services. In addition, SUNSTOX does not represent or warrant that our Services are accurate, complete, reliable, current, or error-free. While SUNSTOX attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. Any Third-Party Information provided to you (including information regarding the risk profile of any Project) may not be accurate. You should not wholly rely on the Project Information Document in determining whether to enter in o a contractual relationship. ALL INFORMATION IN THE SERVICES AND THE PROJECT INFORMATION DOCUMENT WITH RESPECT TO THE QUALITY OR SUITABILITY OF ANY PROJECT, SOLAR CELL, CONSUMER, CELL OWNER AGREEMENT, OR ANTICIPATED RENTAL INCOME (INCLUDING, WITHOUT LIMITATION, RENTAL PAYMENTS) ARE ESTIMATES ONLY AND ARE NON-BINDING AND DO NOT CONSTITUTE AN ENDORSEMENT BY SUNSTOX OF THE QUALITY OR SUITABILITY THEREOF.
3.2 – Applicable Law.
Without limiting the generality of the disclaimers set forth in this Section 3, SUNSTOX makes no representations or warranties whatsoever as to whether the Services are compliant with any laws, regulations, rules, or ordinances of any jurisdiction. You acknowledge and agree that no regulatory authority has examined or approved of the Services and that SUNSTOX is not a broker-dealer or regulated by SEBI, nor is SUNSTOX providing tax or legal advice to you. You represent and warrant that you have conducted or will conduct satisfactory due diligence before trading, processing, storing, holding, tracking, managing, issuing, accepting, or otherwise transacting in Indian currency, that you have sought (or will seek) independent financial and/or legal advice where necessary or appropriate.
3.3 – Indian Currency Risks.
SUNSTOX DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS (INCLUDING WITHOUT LIMITATION ANY TECHNOLOGY AND ANY OTHER CODE OPERATING ON OR EXECUTING IN CONNECTION WITH SUCH SOFTWARE OR TECHNOLOGY) WHICH GOVERN THE OPERATION OF INDIAN CURRENCY OR OTHER COMPUTERIZED TRANSACTION PROTOCOLS INTENDED TO DIGITALLY FACILITATE, VERIFY, OR ENFORCE THE NEGOTIATION OR PERFORMANCE OF A CONTRACT. IN GENERAL, THE UNDERLYING PROTOCOLS ARE OPEN-SOURCE AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE THEM. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE: (A) THAT SUNSTOX IS NOT RESPONSIBLE FOR THE OPERATION OF THE UNDERLYING PROTOCOLS AND THAT SUNSTOX MAKES NO GUARANTEE OF THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY; (B) THAT THE UNDERLYING PROTOCOLS ARE SUBJECT TO SUDDEN CHANGES IN OPERATING RULES (A/K/A “FORKS”), AND THAT SUCH FORKS MAY MATERIALLY AFFECT THE VALUE, FUNCTION, AND/OR EVEN THE NAME OF THE INDIAN CURRENCY, AND © THE RISK OF LOSS IN PURCHASING, SELLING, TRADING, HOLDING, MANAGING, ACCEPTING, OR OTHERWISE TRANSACTING IN INDIAN CURRENCY, AND YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH PURCHASING, SELLING, TRADING, HOLDING, MANAGING, ACCEPTING, OR OTHERWISE TRANSACTING IN INDIAN CURRENCY, INCLUDING WITHOUT LIMITATION PRICE VOLATILITY RISKS, SECURITY RISKS, RISKS OF LOSS AND ANY OTHER RISKS. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING, PROCESSING, STORING, HOLDING, TRACKING, MANAGING, ISSUING, ACCEPTING, OR OTHERWISE TRANSACTING IN INDIAN CURRENCY IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. SUNSTOX WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS), OR ANY OTHER CONSEQUENCES THAT YOU OR ANY OTHER THIRD PARTY MAY INCUR AS A RESULT OF TRADING, PROCESSING, STORING, HOLDING, TRACKING, MANAGING, ISSUING, ACCEPTING, OR OTHERWISE TRANSACTING IN INDIAN CURRENCY. You are responsible for implementing reasonable measures for securing your Wallet and any other address, wallet, or another storage mechanism you use to receive, hold, or access from SUNSTOX. You expressly acknowledge and agree that SUNSTOX will not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to (x) your failure to implement reasonable measures to secure the Wallet or any other wallet, vault, or another storage mechanism you use to receive and access credentials, or (y) the loss of or unauthorized use of any of your access credentials. “Wallet” means a web-based application or hardware-based device used to hold, spend, receive, and track money. You represent and warrant that you are not (i) a citizen or resident of a geographic area in which the use of Indian currency is prohibited by law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to INDIA or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, that is identified on the INDIAN Department of Commerce’s Denied Persons or Entity List. If your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify SUNSTOX.
3.4 – Transacting Risks.
ALTHOUGH SUNSTOX TAKES CERTAIN REASONABLE STEPS TO DETERMINE THE SUITABILITY OF PROJECTS AND CONSUMERS, BY BECOMING A SOLAR CELL LESSOR YOU FULLY ACCEPT ALL RISKS ASSOCIATED WITH THE DEPLOYMENT OF THE SOLAR CELLS, INCLUDING THE RISK THAT A SOLAR CELL FAILS TO GENERATE THE AMOUNT OF OUR PROJECTED SOLAR CELL OWNER RENTAL, THE RISK THAT A CONSUMER WILL FAIL TO MEET HIS OR HER OBLIGATIONS UNDER THE CONSUMER ASSET LEASE AND THE DEFINITIVE AGREEMENTS, AND THE RISK THAT THE SOLAR CELL PURCHASE PRICE IS COMPLETELY LOST. SUNSTOX as a party to any Cell Owner Agreement and/or Consumer Asset Lease has no control over the installation schedule or performance of the referenced Project, and will not be held responsible for any operational or financial performance failure, delay, payment delinquency, payment default, failure to realize insurance claims, theft, or other event leading to loss of Solar Cell Owner Rental or the purchase price of the Solar Cell.
3.5 – No Securities;
No Investment Advice. None of the products or services made available via the Services (including, without limitation, any of the Solar Cells) are securities. Neither SUNSTOX nor any of its principals, directors, employees, or representatives are providing any investment advice through your use of the Services. SUNSTOX :
3.5.1 Is not an investment adviser;
3.5.2 Is not registered with the securities and exchange commission or any state regulator;
3.5.3 Is not a registered broker-dealer; and
SUNSTOX does not endorse or recommend you or any third party to purchase, sell, trade, process, store, hold, track, manage, issue, or otherwise transact in any Solar Cells, securities, and SUNSTOX will not be liable or responsible for any decisions you make to purchase, sell, trade, process, store, hold, track, manage, issue, or otherwise transact in any Solar Cells, securities which such decisions are yours alone.
3.6 – Third-Party Information.
We may ;
(a) provide information about, or links to, third-party products, services, activities, or events,
(b) allow third parties to make their content and information available on or through the Services, or © include in the Services (including or any Project Information Document) and /or Definitive Agreements certain financial, operational, and other information of electricity Consumers, information related to the EPC, O&M, equipment manufacturers, surveyors and other third parties associated with our Projects, electricity tariffs in the Project State, solar irradiance data, and/or data and forecasts for the solar equipment used in our Projects (collectively, “Third-Party Information”). We do not control or endorse, and make no representations or warranties regarding, any third parties or any Third-Party Information, and your interactions with such third parties and access to and use of such Third-Party Information is at your own risk.
4 – Eligibility and Accounts
4.1 Username and Password.
In order to become a Registered User to access portions of the Services and receive notifications from SUNSTOX , you will be required to create a username and password, and provide certain confidential Personal Information to us, such as your email address. You must be at least 18 years of age (or the age of the legal majority where you reside) to create a username and password.
4.2 Requesting an Account;
Information.
If you wish to consider Projects for Solar Cell acquisition, you must request SUNSTOX to create an Account. All Solar Cell Owners must be Account Holders. In connection with the Account request process and disbursement of Rental Payments or other payments herein, you agree to provide us with the information we request for the purposes of Onboarding Compliance, including identity verification, payment verification, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, including, without limitation, certain Personal Information, Standing Instructions, and other information relevant to the request, and you permit us to keep a record of such information. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. Your access to the Services and the limits that apply to your use of the Services may be altered as a result of information collected about you on an ongoing basis. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your Personal Information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
4.3 Acceptance or Rejection.
SUNSTOX may accept or reject all Account requests in its sole and absolute discretion.
4.4 Account Security.
You must maintain the security of your Account.
You may not permit others to use your Account credentials. If you discover or suspect that someone has accessed your Account without your permission, you must notify us promptly in writing. You are responsible for use of the Services in connection with your Account (including the making or acceptance of a binding offer or the entering into a contractual obligation). SUNSTOX reserves the right not to act on your instructions in its sole discretion, including, without limitation, if it believes that someone is using your Account in an unauthorized or fraudulent manner.
4.5 Balances and Currencies.
Account Holders may maintain Indian Currency Account Balances with us, which we will maintain in a trust account at the Escrow Bank, in your Wallet, for the purpose of entering the commercial transactions contemplated on the Services, in these Terms, and in the Definitive Agreements. As of the Effective Date, Purchases may only be made in [……INDIA ….. INR (INR )]
4.6 Standing Instructions.
Prior to entering an Order for Solar Cells, all Account Holders must specify their INR. In the case of INR, Standing Instructions must be a complete and correct beneficiary name, bank account number, and branch code at a regulated financial institution in ……INDIA …… From the time of each Crowdsale End and thereafter unless otherwise notified by SUNSTOX, Solar Cell Owners must maintain valid Standing Instructions for the receipt of Solar Cell Owner Rental payments in INR.
4.7 Suspending Inactive Accounts.
In addition to, and without limiting SUNSTOX ’s right to suspend Accounts at any time in its sole discretion with or without notice to you, SUNSTOX will suspend your Accounts with no transaction history for a continuous period of two (2) years. SUNSTOX will use reasonable efforts to notify you prior to suspension by sending an email to the email address we have on file. If your Account remains inactive within thirty (30) days after we last notify you via email, we will suspend it and you will forfeit all sums held in the Account, which will not be returned to you.
4.8 Terminating Accounts; Returns.
You may terminate your Account or request the return of Account Balances at any time, with written notice to SUNSTOX. Upon our receipt of your termination or return request, we will use reasonable efforts to return your Account Balance to the bank account you have on file with us and terminate your Account if requested to do so. We will arrange for Payment Processing, net of Transaction Expenses, and will arrange payment of your Account Balance within a reasonable time period after your request; provided, however, that (a) we may, in our sole discretion, decline to return Account Balances of less than the equivalent of 500 Rs in Project Currency, net of Transaction Fees and (b) you acknowledge that you are responsible for maintaining up-to-date and accurate bank account information and if such information is or becomes inaccurate, SUNSTOX will be unable to return any Account Balances or other amounts to you. If you terminate an Account, you will be subject to the surviving provisions of these Terms and may remain subject to certain provisions of Cell Owner Agreements into which you have entered.
5 – Projects.
5.1 Crowdsales. From time to time, SUNSTOX will arrange Crowdsales for Prospective Projects or Pre-Built Projects, making accessible to Account Holders on the Services the Project Information Documents, Cell Owner Agreements, and other information for their consideration. The Services will indicate the Price Per Cell and, in cases of Prospective Projects, will include the Target Cells Amount and may include a Target Amount. We will periodically calculate and communicate the number of Ordered Cells Amount, and the number of Solar Cells remaining to be Purchased.
5.2 Escrow Accounts.
We may establish a Pre-Payment Escrow Account, Consumer Rental Escrow Account, and Reserve Escrow Account for each Project, at Escrow Banks that we select in our sole and absolute discretion, subject to our Rating Requirement. Funds in Escrow Accounts will not accrue interest for the benefit of Account Holders. We may use interest earned on Escrow Account balances to pay costs and expenses related to the Project, at our sole and absolute discretion.
5.3 Submitting Orders.
After you have read the Project Information Documents and related information and decided to Order, you must then submit, using your preferred Payment Processing method from those indicated on the Services, a Pre-Payment in Eligible Currency to the appropriate Pre-Payment Escrow Account indicated on the Services and email proof of payment to Hello@ SUNSTOX .com. Payment Processing may be arranged through Indian Currency, and through any means including Visa, MasterCard, Diners, or American Express Cards, or by bank transfer, the details of which will be provided for each Crowdsale. If your Payment Processing is by credit card, you authorize us (or our third-party payment processor) to charge your credit card that we have on file in your Account.
5.4 Validating Orders and Electing Delivery.
We will validate your order at our sole discretion upon receipt of proof of payment. We may refuse to process an Order, deposit Order funds, or honor requests for sales, for any reason, in our sole and absolute discretion. You may Elect Delivery for any number of Solar Cells, provided you Elect Delivery before Crowdsale ends or we may Deploy them. If you Elect Delivery, we will allocate the number of Purchased Solar Cells for Elected Delivery first and will Deploy the remainder into the Project. If no Elected Delivery is specified, all Purchased Solar Cells will automatically be Deployed into the Project. By submitting an Order, you (a) represent and warrant that you have read and understood all information included in the Project Information Documents, including all risk factors described in the Project Information Documents, and (b) unless you Elect Delivery (which must occur before Crowdsale End to be effective and valid), agree to enter and be bound by the terms of the Cell Owner Agreement for all Solar Cells to be Deployed, which will become effective upon Crowdsale End. Before Crowdsale Ends or our cancellation of the Crowdsale, you cannot cancel Orders and Pre-Payments will not be returned, except in the case of manifest error. During this time, Pre-Payments will be held for your benefit denominated in the Indian Currency in the relevant Pre-Payment Escrow Account.
5.5 Closing.
When the available Solar Cells in a Pre-Built Project are sold or the Target Cells Amount (and Target Amount, if relevant) in a Prospective Project are achieved, in each case net of any Solar Cells for Elected Delivery, we will cease accepting Orders on the Services and will announce Crowdsale End. We may communicate this suddenly and without prior notice. Thereafter, concerning the Pre-Payments, we will arrange for the sale and the purchase of the Project Currency, sufficient for each Account Holder to Purchase an integer number of Solar Cells, net of Transaction Expenses. In cases of Prospective Projects, if aggregate Pre-Payments enable the Purchase of greater than the Target Cells Amount, we will allocate Solar Cells to Account Holders at our sole and absolute discretion, giving preference to earlier Orders, and considering other factors as required. All or a portion of any Pre-Payment will remain in each Pre-Payment Escrow Account as Excess Pre-Payments and these will be returned to the relevant Account Holders. Once we complete the Pre-Payments, we will apply Pre-Payments as follows:
5.5.1 in Pre-Built Projects, to SUNSTOX for its benefit; and
5.5.2 in Prospective Projects, as follows:
(i) First, to SUNSTOX, a fee for services in arranging the Crowdsale;
(ii) Second, the EPC, is to pay the turnkey EPC contract price, which will be allocated to pay
(1) Fees, costs, and expenses associated with the engineering, procurement, and installation of the Project;
(2) Purchase price of solar photovoltaic modules, inside of which resides the Solar Cells (such Solar Cells will become the property of the relevant Owners upon delivery thereof by the EPC to SUNSTOX, with ownership of the remainder of the solar photovoltaic molecule granted to SUNSTOX ); and
(3) Purchase price of the Solar Equipment, which will be owned by SUNSTOX ;
(iii) Third, for the payment of any initial Taxes due and any required licensing fees;
(iv) Fourth, to the Insurance Providers, if applicable, for insurance policy premiums; and
(v) Fifth, if applicable, for deposit to a segregated Reserve Escrow Account at an Escrow Bank for the Project, to be allocated to Project repairs and replacement of equipment as may be necessary.
5.6 EPC Testing and Solar Cell Owner Rental.
All Projects are subject to testing by the EPC and the EPC’s determination of Project compliance with all Project state regulations if any, and standards, and the EPC and SUNSTOX sign the final completion certificate (CoC) confirming the system has been installed and is operational. When SUNSTOX determines that the Project is capable of operation, we will declare the Commercial Operation Date (“COD”) on the Services, at which time the Consumer Asset Lease shall commence and Consumer Rental and Solar Cell Owner Rental may begin to accrue (provided, however, that in the case of Pre-Built Projects for which the COD is prior to the date of Confirmation, Solar Cell Owner Rental will accrue beginning on the Confirmation date). Solar Cell Owner Rental will not accrue (a) prior to the COD or (b) to Solar Cells that are not Deployed. Notwithstanding, and should Early Energy be consumed by the Consumer, Solar Cell Owner Rental shall accrue in respect of Solar Cells Deployed in such Early Energy consumed.
5.7 Confirmations and Disclosures of Performance.
Following the successful Purchase of a Solar Cell on the Services, you will be able to view a Confirmation on a private password-protected part of the Services and, unless you Elect Delivery, you will be able to monitor on the Services the operational and financial performance of that Project in which your Solar Cells have been Deployed and we may disclose on the Services the performance of each individual Solar Cell, listed by ID (as defined below). Subject to the Project construction schedule and availability of information we request from the EPC, we will also provide confirmation of the unique identifying label (“ID”) for each individual Solar Cell Purchased. In the case of sales, IDs will be provided with the initial confirmation. You are fully responsible for the maintenance of passwords and control of access to Confirmations.
5.8 Solar Cells Not Guaranteed.
The purchase of Solar Cells is subject to availability, receipt of payment, and the engineering, procurement, installation, and testing schedule of a Project. In cases that Solar Cells become unavailable, SUNSTOX will use commercially reasonable efforts to but is not required to, return your Pre-Payment or Converted Pre-Payment to your Account within 30 days.
5.9 No Security Interest.
You may not pledge any portion of your interest in a Solar Cell as security or collateral for any debt obligation.
6 – Elected Delivery.
6.1 Events Triggering Elected Delivery.
If any of the following events occurs, it will trigger Elected Delivery with respect to any Solar Cell in question:
6.1.1 You opt, prior to Crowdsale End, not to Deploy the Solar Cell in the related Project;
6.1.2 You lawfully terminate your Account with SUNSTOX ;
6.1.3 You lawfully terminate your Cell Owner Agreement;
6.1.4 You lawfully request the removal of your Solar Cell from the Project;
6.1.5 The related Project experiences an [Event of Loss or an Event of Default]
under the terms of the Cell Owner Agreement (as defined in the Cell Owner Agreement) and either
(a) you opt for SUNSTOX not to seek to Deploy that Solar Cell into a new and similar project within 360 days or
(b) SUNSTOX is unable to find a new and similar project for a Solar Cell re-deployment within 360 days after such Event of Loss or Default has occurred on the relevant Project; or
6.1.6 You provide us with 60 days’ written notice that you have Elected Delivery for a Deployed Solar Cell.
6.2 Our Actions on Elected Delivery.
When we receive notification of Elected Delivery, we will inform you of the Available Date at the Project address. You must then notify us of your intended Delivery Date. Elected Delivery incurs a SUNSTOX facilitation fee equal to five (5) percent of the original Purchase price as well as other reclamation charges related to labour and access equipment costs. If you fail to pay the facilitation and other fees prior to the Delivery Date, you will forfeit your Solar Cell to SUNSTOX.
6.3 Effects of Elected Delivery.
Elected Delivery will signify your decision to terminate your Cell Owner Agreement, subject to its terms and conditions, effective as of the Available Date. If you Purchased a Solar Cell and Elected Delivery occurs, you will be required to collect the Solar Cell at the Project address or arrange for delivery at additional expense. Elected Delivery is final. You cannot elect to have the Solar Cell Deployed into the same Project again, nor can you request Deployment into a different Project.
6.4 Acknowledgements. You acknowledge and agree that:
(a) Projects utilize Solar Cells together with Solar Equipment, and Solar Cells are contained within framed and covered solar modules, mounted on rooftops or other areas difficult to access, making removal difficult and risking partial or total loss of value to the Solar Cell;
(b) SUNSTOX , in coordination with the O&M, will remove Solar Cells from modules for Elected Delivery in a manner of its choosing, to minimize the impact on the Solar Cell, but will not be responsible or liable for any damage or loss to the Solar Cells in connection with such removal; and © SUNSTOX makes no representations, warranties, guarantees, or other promises that an Elected Delivery Solar Cell that has been deployed, removed, and reclaimed will remain intact, in good working condition, can be deployed at an alternative project, or will retain any of its value.
7 – Cell Owner Agreements and Solar Cell Owner Rental.
7.1 General.
Each nation and jurisdiction has its own laws and regulations governing the offering of financial and other products that enable a purchaser to earn income over time. In the event SUNSTOX reasonably determines that the sale of Solar Cells and subsequent payment of Solar Cell Owner Rental in excess of the original purchase price would require SUNSTOX to register the sale as a securities offering, or obtain an exemption under securities laws or regulations in the Owner’s jurisdiction, SUNSTOX has the option to not pay the Owner Solar Cell Owner Rental in excess of the original Solar Cells purchase price, and instead donate only those excess Solar Cell Owner Rental amounts received from the Project to a charity selected by the Owner.
7.2 Cell Owner Agreement Terms.
Solar Cell Owners will enter into and be bound by the terms of the relevant Cell Owner Agreement, which will be made available to all Account Holders on the Services prior to a Crowdsale End, and thereafter for the duration of the Cell Owner Agreement.
7.3 Solar Cell Owner Rental.
Subject to the terms and conditions of each Cell Owner Agreement, Solar Cell Owner Rental for each individual Project will only be due and payable to Solar Cell Owners to the extent sufficient funds are available from funds received by SUNSTOX from the Consumer in respect of such Project, after deduction of taxes, fees, costs, expenses, insurance policy deductibles, Transaction Expenses, and scheduled deposits to maintenance reserves. Funds received by SUNSTOX with respect to other Projects will not be available to pay Solar Cell Owner Rental for a particular Project. On each Calculation Date and with respect to each Calculation Period set forth in Schedule A to the Cell Owner Agreement, SUNSTOX will calculate the Solar Cell Owner Rental in Indian Currency as follows:
7.3.1 SUNSTOX will calculate Consumer Rental Due in consideration of the solar yield of the Project and Electricity Price, according to the terms in the Cell Owner Agreement;
7.3.2 SUNSTOX will calculate the Available Rental, which will be (a) the balance of the Consumer Rental Escrow Account, or (b) the Consumer Rental Due, whichever is lesser;
7.3.3 SUNSTOX will calculate due and payable Project Expenses as of the end of the Calculation Period, which will include all scheduled and unscheduled costs, expenses, and fees associated with Project operation and maintenance and may include insurance premiums, taxes, legal and other costs associated with the Cell Owner Agreement, and maintenance of the real property interest, including but not limited to legal fees and other transaction costs;
7.3.4 SUNSTOX will calculate the Solar Cell Owner Rental as (a) Available Rental less Project Expenses, or (b) zero, whichever is greater. However, the Solar Cell Owner Rental shall be zero prior to the Commercial Operation Date, save for in respect of any Early Energy consumed by the Consumer. For the avoidance of doubt, in any Calculation Period, the amount of Solar Cell Owner Rental due is limited by the conditions of Section 7.3 above;
7.4 Carry-Forwards.
To the extent some or all Project expenses remain unpaid after calculation and payment of Solar Cell Owner Rental, the amount may be carried forward to subsequent Calculation Periods. The amount of Available Rental less Project Expenses calculated in 7.3.4 above, to the extent less than zero, may not be carried forward to subsequent Calculation Periods.
7.5 For the duration of the Consumer Asset Lease, Consumer Rental received in the Consumer Rental Escrow Account with respect to each individual Project will be applied automatically:
7.5.1 First, to pay any Taxes, license fees to utilities, or other government fees required to legally operate the Project;
7.5.2 Second, towards the payment of Insurance premiums to insure the Project;
7.5.3 Third, to pay fees and expenses of EPC and O&M for services rendered in the particular period and to other parties providing services to the Projects, including in relation to services outsourced to or performed by any third party in relation to the maintenance, management, repair and/or operation of the Project, in Indian currency as stated in the O&M or any other service agreement;
7.5.4 Fourth, to pay SUNSTOX ’s expenses incurred in connection with the execution of Consumer Asset Lease and Cell Owner Agreement, but excluding SUNSTOX ’s own fees;
7.5.5 Fifth, to deposit funds into the reserve accounts established for regular or extraordinary O&M services;
7.5.6 Sixth, pro rata to their Owners’ ownership of the Solar Cells applied on the particular Project, and subject to any maximum rental amount specified in the relevant Cell Owner Agreement, to Solar Cell Owners for the lease of the Solar Cells; and lastly;
7.5.7 To pay fees to SUNSTOX .
7.6 Taxes.
Owners are individually responsible for all taxes assessed on Solar Cell Owner Rental after payment by SUNSTOX . SUNSTOX will pay the Solar Cell Owner Rental net of any taxes assessed by any Governmental Authority on the Project. In addition, Cell Owners will not be entitled to be refunded for any VAT expense which was successfully recouped from any Governmental Authority. SUNSTOX shall be entitled to utilize any amounts so recouped to defray any Project Expenses.
7.7 Terminating Cell Owner Agreements.
If you terminate your Cell Owner Agreement to reclaim possession of your Solar Cell, you will be charged for all costs incurred in removing the Solar Cell from the Project, including access equipment and labor costs. If you wish to reclaim possession of your Purchased Solar Cell, you must request reclamation in writing to SUNSTOX, and SUNSTOX will provide you with a cost estimate for reclamation, which will include a 5% facilitation fee, which SUNSTOX shall be entitled to deduct from your Account balance, and to which deduction you hereto irrevocably consent. You are fully responsible for collecting the Solar Cell from the Project location.
8 – Authorized SUNSTOX Actions.
BY PURCHASING A SOLAR CELL, YOU AUTHORIZE SUNSTOX TO TAKE THE ACTIONS SET FORTH IN THIS SECTION 8.
8.1 Leases.
You authorize and mandate SUNSTOX with the full power of attorney to lease Solar Cells to be Deployed to the Consumer on your behalf, together with the Solar Equipment granted to SUNSTOX, pursuant to the Consumer Asset Lease. You authorize SUNSTOX to make all reasonable endeavors to ensure the Projects remain available for lease under the Consumer Asset Lease for the duration of each Consumer Asset Lease Agreement.
8.2 Entry into Definitive Agreements.
You authorize SUNSTOX to enter into Definitive Agreements for Projects, including but not limited to Consumer Asset Leases, EPC agreements, O&M agreements, solar energy site lease agreements, solar energy easement agreements, Insurance agreements, and other agreements as may become necessary to design, construct, install, test, operate and repair such Project over the term of the Cell Owner Agreement. In the event of a conflict between the Definitive Agreements and these Terms, the provisions of the Definitive Agreements shall prevail.
8.3 Receipt of Funds.
You authorize SUNSTOX to make all endeavors required by applicable law and standard practices for an organization of its nature receiving funds from third parties, to avoid any person or entity failing to satisfy Onboarding Compliance to become Owners. If SUNSTOX becomes aware that an Owner is blacklisted or in breach of the restrictions contemplated, SUNSTOX will cancel such Owner’s Accounts and refund and refinance their Solar Cells with immediate effect without any interruption to the Consumer Asset Lease.
8.4 Application of Consumer Rentals.
You authorize SUNSTOX to automatically apply Consumer Rentals to make the payments in accordance with the cash-flow waterfall as contemplated in Section 7.
8.5 Deed of Assignment and Nomination.
You authorize SUNSTOX to conclude a deed of assignment in respect of each Definitive Agreement. In addition, you authorize SUNSTOX to nominate a related entity, including a trust, in respect of each Definitive Agreement, in terms of which all rights and obligations in respect of SUNSTOX shall transfer to such nominee.
8.6 Initiation of Legal and Other Claims.
You authorize SUNSTOX to initiate and continue with any (a) legal claims for damages or recovery, petitions for bankruptcy or liquidation, or other proceedings, whether through arbitration or a court system, on behalf of the SUNSTOX and the Solar Cell Lessors and (b) claims under manufacturer warranties, insurance policies or reinsurance policies related to the Project.
8.7 Payment of Project Costs.
You authorize SUNSTOX to pay Taxes, O&M and other expenses, repair costs, insurance premiums, deposits to reserves, Transaction Expenses, and all other costs as the case may require, for the purpose of keeping the Project operating securely and at a satisfactory performance level. You agree that such costs will be deducted from Consumer Rental received by SUNSTOX prior to the distribution of Solar Cell Owner Rental to Solar Cell Owners.
8.8 Facilitation of Meetings.
You authorize SUNSTOX to facilitate physical and virtual general meetings of Solar Cell Owners to discuss events having Material Adverse Effects on the Project, and arrange proxy voting, as required.
8.9 Monitoring Performance.
You authorize SUNSTOX to monitor and maintain performance data for Deployed Solar Cells and to make available to the general public such data on the Services, subject to SUNSTOX not releasing information regarding the Owners’ identities.
8.10 Payment of Consumer Rentals.
You authorize SUNSTOX to calculate and agree with Consumers on the required amount and timing for payment of Consumer Rental.
8.11 Facilitation of Project Processes.
You authorize SUNSTOX Parties to install smart billing meters, Internet-of-Things data loggers, and other software to facilitate transparency and automation of Projects’ operational and financial processes, including Consumer Rental collection, the payment of Taxes, fees, and expenses, and the distribution of Solar Cell Owner Rental to Solar Cell Lessors.
9 – Default or Termination of Project or Lease.
9.1 Project Default Notice.
Should the Project fail or default for any reason, including but not limited to a Consumer’s failure to honor his or her obligations, a Consumer’s decision to terminate the Consumer Asset Lease, or a change in Project State regulation or taxation affecting the Project, we will notify each Solar Cell Lessor (the “Project Default Notice”). Thirty (30) days thereafter, each relevant Solar Cell Lessor may (a) request SUNSTOX to attempt relocation of the applicable Solar Cell to an alternative but similar Project, in the sole and absolute discretion of SUNSTOX, or (b) Elect Delivery. In the absence of a response to the Project Default Notice, Solar Cell Owners will be deemed to have Elected Delivery.
9.2 Initiation and Continuation of Legal Claims.
SUNSTOX may initiate and continue with any legal claims for damages or recovery, petitions for bankruptcy or liquidation, or other proceedings, whether through arbitration or a court system, on behalf of SUNSTOX and the Solar Cell Owners;
9.3 No Guarantee of Consumer Rental.
We make every reasonable effort to ensure that the Project remains fully utilized as proposed and that each Consumer honors his or her contractual obligations under the Definitive Agreements. However, for the avoidance of doubt, we cannot guarantee that the Consumer Rental will be paid, and as a result, cannot guarantee that Solar Cell Owner Rental will be paid, or that you will recover the original purchase price of your Solar Cells.
9.4 Cancelation of Project.
SUNSTOX RESERVES THE RIGHT TO CANCEL A PROJECT AND RETURN ALL ASSOCIATED ACCOUNT HOLDER’S PAYMENTS AT ANY TIME FOR ANY REASON WITHOUT NOTICE.
10 – Indemnification.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless SUNSTOX and our officers, directors, shareholders, agents, partners, and employees (individually and collectively, the “ SUNSTOX Parties”) from and against any losses, liabilities, claims, demands, actions, proceedings, damages, expenses or costs (“Claims”) arising out of or related to your actual or alleged (a) breach of these Terms or improper use of the Services, (b) negligence or willful misconduct, or © breach of any law or the actual or alleged rights of a third party. You must cooperate with the SUNSTOX Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees and expenses). You also agree that SUNSTOX may control the defense and settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and SUNSTOX or the other SUNSTOX Parties.
11 – Limitation of Liability.
To the fullest extent permitted by law, SUNSTOX and the other SUNSTOX Parties will not be liable to you under any theory of liability—whether based on contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits arising out of or in connection with the Services (including a breach of contract claim between you and another user), even if SUNSTOX or the other SUNSTOX Parties have been advised of the possibility of such damages. The total liability of SUNSTOX and the other SUNSTOX Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to an amount in Project Money equal to the aggregate amount in Project Money of Purchases made by you on the Services. The limitations set forth in this section will not limit or exclude liability for matters in which liability cannot be excluded or limited under applicable law, whether through gross negligence, fraud, or intentional misconduct of SUNSTOX or the other SUNSTOX Parties. Additionally, some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
12 – Release.
To the fullest extent permitted by applicable law, you release SUNSTOX and the other SUNSTOX Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
13 – User Content
13.1 User Content.
You may be required to upload content, including documents with respect to Onboarding Compliance and other materials (collectively, “User Content”) in order to use our Services. As between you and us and except for the license you grant below, you retain all rights in and to your User Content.
13.2 License to User Content.
You hereby grant SUNSTOX a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, sub-licensable license to use, reproduce, prepare derivative works of, distribute copies of, perform, display, and otherwise exploit your User Content and any name, username, or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. You understand that your User Content and any associated information in your account profile may be visible to other users of our Services. You may only provide User Content that is non-confidential and that you have all necessary rights to disclose.
13.3 Restrictions.
You may not upload any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury or harm to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
14 – Prohibited Conduct and Content.
14.1 No Violations.
You will not violate any applicable law, contract, intellectual property, or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
14.1.1 Sell or resell our Services;
14.1.2 Copy, reproduce, distribute, publicly perform or publicly display all or a portion of our Services, except as expressly permitted by us or our licensors;
14.1.3 Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services;
14.1.4 Falsely describe, omit material information about, or misrepresent yourself, including whether you have the financial ability to enter into the transactions facilitated on the Services;
14.1.5 Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
14.1.6 Use or attempt to use another user’s Account without authorization from that user and SUNSTOX ;
14.1.7 Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
14.1.8 Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
14.1.9 Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
14.1.10 Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
14.1.11 Bypass or ignore instructions contained in our robots.txt file; or
14.1.12 Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms or brings us into disrepute
14.2 Further Restrictions. In addition, you may not provide any User Content or Feedback (as defined below) that:
14.2.1 Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
14.2.2 Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national or international law;
14.2.3 Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
14.2.4 Impersonates, or misrepresents your affiliation with any person or entity;
14.2.5 Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
14.2.6 Contains any private or personal information of a third party without such third party’s consent;
14.2.7 Contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or
14.2.8 Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose SUNSTOX or others to any harm or liability of any type.
15 – Limited License; Copyright and Trademark
Our Services, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, and other content contained therein are owned by or licensed to SUNSTOX and are protected under the Indian laws. Except as explicitly stated in these Terms, SUNSTOX and our licensors reserve all rights in and to our Services. Subjects to these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services solely as expressly permitted by these Terms. Any use of our Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate the license granted in these Terms.
“The SUNSTOX,” and our logos, product or service names, slogans, and the look and feel of the Services are our trademarks and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
16 – Feedback.
Any questions, comments, suggestions, ideas, original or creative materials, or other information you submit about SUNSTOX, other users, or our Services (collectively, “Feedback”), is non-confidential and will be owned by SUNSTOX. You hereby assign to us all of your rights, title, and interest in and to such Feedback, including all intellectual property rights embodied in or related to such Feedback.
17 – Copyright Complaints.
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify SUNSTOX ’s Designated Agent as follows:
Website: SUNSTOX .com
E-Mail Address: Hello@ SUNSTOX .com
Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to SUNSTOX for certain costs and damages.
18 – Dispute Resolution Mechanism
All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step Alternate Dispute Resolution mechanism.
Stage 1: Mediation.
In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for the sole arbitrator and in the case, both parties accept the proposed name, the said person shall be appointed sole mediator. In the case the parties are not able to reach a consensus between two proposed mediators, the Company reserves the right to decide who the final mediator is. The decision of the mediator is not binding on both parties however, the parties in good faith will attempt to bind by the decision.
Stage 2: Arbitration Agreement.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with SUNSTOX and limits the manner in which you can seek relief from us.
No class or representative actions or arbitrations are allowed under this arbitration agreement.
Except for small claims disputes in which you or SUNSTOX seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or SUNSTOX seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and SUNSTOX waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute that you have against SUNSTOX , you agree to first contact SUNSTOX and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to SUNSTOX by email at Hello@ SUNSTOX .com
The Notice must ;
(a) Include your name, residence address, email address, and telephone number;
(b) Describe the nature and basis of the claim, and © set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and SUNSTOX cannot reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may, as appropriate in accordance with this Section 18, submit the dispute to binding arbitration administered by the Indian Arbitration And Conciliation Act, 1996 or, where applicable, in court. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.
You either acknowledge and agree that you have read and understood the rules of the Indian Arbitration And Conciliation Act, 1996 or waive your opportunity to read the rules of the act and any claim that the rules of this act are unfair or should not apply for any reason.
You and SUNSTOX agree that any dispute arising out of or related to these Terms or our Services is personal to you and SUNSTOX and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and SUNSTOX agree that these Terms affect interstate commerce and that the enforceability of this Section 18 will be substantively and procedurally governed by the Indian Arbitration And Conciliation Act, 1996, to the maximum extent permitted by applicable law. As limited by this act, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrators, SUNSTOX, and you will maintain the confidentiality of any proceedings, including but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrators will have the authority to make appropriate rulings to safeguard that confidentiality unless the law provides to the contrary.
You and SUNSTOX agree that for any arbitration you initiate, you will pay the filing fee and SUNSTOX will pay the remaining Arbitration fees and costs. For any arbitration initiated by SUNSTOX, SUNSTOX will pay all Arbitration fees and costs.
Any claim arising out of or related to these Terms or our Services must be filed within 1 year after such claim arose; otherwise, the claim is permanently barred, which means that you and SUNSTOX will not have the right to assert the claim.
You have the right to opt-out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 18 by emailing us at Hello@ SUNSTOX .com. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt-out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.
If any portion of this arbitration section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the arbitration section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the arbitration section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this arbitration section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable.
19 – Governing Law and Venue.
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of India, without regard to conflict of law rules or principles, that would cause the application of the laws of any other jurisdiction.
20 – Changes to these Terms.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
21 – Modifying and Terminating Our Services.
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
22 – Electronic Communications.
By creating an Account, you also consent to receive electronic communications from SUNSTOX (e.g., via email or by posting notices on our Services). You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
23 – Severability.
If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions
Refund and cancellation policy
This Cancellation and Refund Policy is with respect to the subscription to SUNSTOX. and will be read in accordance with and shall be subject to the Terms and conditions of the Website.
- A cancellation request for a subscription has to be made within 5 days from the actual date when you have subscribed to SUNSTOX.
- A cancellation request has to be made by writing a mail to Hello@SUNSTOX.com mentioning the subscription date, duration, and order number.
- Also, you have to mention the mode of refund viz online/ cheque. In the case of online, you have to mention the bank details or wallet details as required. In case of refund by cheque mention your complete mailing address.
- Any request for cancellation will not be entertained posts the 5 days window.
- In case of cancellation of the subscription or any other circumstances, you hereby agree and understand that the maximum liability of SUNSTOX would be to return your subscription amount.
- Subject to the cancellation, your refund will be processed, and a credit will be applied to your bank or wallet in accordance with the policy of the payment gateway and your bank/financial institution through which such payments were made. We will endeavor to complete all such requests within 7 business days.
- In event of any late or missing refunds, you are requested to contact your bank/financial institution and/or credit card company, to account for such late or missing refunds and the processing time for effecting such refunds.
- SUNSTOX will not be responsible for postal delays, transit losses, or mutilation of the subscription form.
If upon all inquiries, you still have not received your refund, please contact us at Hello@ SUNSTOX .com.
24 – Miscellaneous.
These Terms constitute the entire agreement between you and SUNSTOX relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 2-14 and 16-25 survive any expiration or termination of these terms. The failure of SUNSTOX to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. These Terms may not be transferred, assigned, or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment, or delegation without such consent will be void and without effect.
We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent.
25 – Defined Terms.
When used in these Terms, the following terms have the following meanings:
25.1 “Account” means an account granted by SUNSTOX for the purpose of enabling people or entities not involved in Impermissible Activity, to Order and Purchase Solar Cells; to enter into Cell Owner Agreements; to receive Solar Cell Owner Rental, and to perform related activities.
25.2 “Account Balances” means Indian Currency balances in the Account.
25.3 “Account Holder” means any person or entity who establishes and maintains a valid Account.
25.4 “Available Date” means the date and time after which the Solar Cell will be available for collection.
25.5 “Available Rental” means, for the relevant Calculation Period, in the Project Currency, the lesser of (a) Consumer Rental Due, and (b) funds on deposit in the Consumer Rental Escrow Account.
25.6 “Consumer Rental Due” means the amounts payable by the Consumer on certain dates as calculated and determined pursuant to Schedule A of the Cell Owner Agreement, subject to the terms and conditions of the Cell Owner Agreement.
25.7 “Calculation Dates” means the dates on which SUNSTOX will calculate Consumer Rental Due, Available Rental, Project Expenses, and the Solar Cell Owner Rental
25.8 “Calculation Period” means the period of time for which SUNSTOX will calculate Consumer Rental Due, Available Rental, Project Expenses, and Solar Cell Owner Rental.
25.9 “Cell Owner Agreement” means, with respect to each Project, the written agreement between the Owner and SUNSTOX governing the relationship between these two parties in relation to the Solar Cells in terms of which, inter alia, SUNSTOX is authorized by the Owner to enter into the Consumer Asset Lease.
25.10 “Commercial Operation Date” or “COD” means the date declared by SUNSTOX to the Consumer as the date upon which the Consumer Asset Lease commences.
25.11 “Confirmation” means an encrypted communication of the transacted Purchase terms on a private password-protected part of our Services (including on the Block-chain). Such confirmation will include the price per cell in the Project name, Project Money, number of cells purchased, Solar Cell manufacturer and specifications, applicable Transaction Expenses, transaction date and time, the ID and other information as the case may require.
25.12 “Consumer” means tenants or owners of premises where the solar electricity generation systems will be installed and with whom a Consumer Asset Lease will be concluded.
25.13 “Consumer Asset Lease” means, with respect to each Project, the written lease agreement between SUNSTOX and the Consumer in respect of which the Solar Cells and Solar Equipment are leased, to a Consumer.
25.14 “Consumer Rental Escrow Account” means an Escrow Account specifically designated to receive and hold Consumer Rental for Projects on behalf of Solar Cell Owners.
25.15 “Consumer Rentals” means the lease rental payments by the Consumer to SUNSTOX terms of the Consumer Asset Lease, with respect to the entire solar plant of a Project.
25.16 “Crowdsale” means a campaign run through the Services to sell certain assets of a particular Project.
25.17 “Crowdsale End” means such time as we declare that the Target Cells Amount has been achieved, and if relevant, the Target Amount has been achieved, in SUNSTOX’s sole and absolute discretion.
25.18 “Definitive Agreements” means the Cell Owner Agreement, Consumer Asset Lease Agreement, EPC Agreement, O&M Agreement, insurance policies, and any other documents, terms & conditions, or agreements required by SUNSTOX to arrange for the financing of Projects and offering of Solar Cells.
25.19 “Delivery Date” means the Owner’s intended collection date and time, which must be no later than fourteen (14) calendar days after the Available Date.
25.20 “Deployment” means the utilization of a Solar Cell in a Project and “Deploy” shall have a similar meaning.
25.21 “Disruption Event” means an event that gives rise to an alternative basis for settling a transaction
25.22 “Early Energy “means any energy that is available for consumption by the Consumer from the Project prior to the Commercial Operation Date.
25.23 “Elected Delivery” means an Account Holder’s decision to not Deploy a particular Solar Cell in the relevant Project, thereby obligating the Account Holder to collect the Solar Cell at the Project Site address.
25.24 “Electricity Price” means the amount of Project Money per kilowatt hour to be paid by the Consumer during any Calculation Period.
25.25 “EPC” means an engineering, procurement, and construction company, responsible for the design, purchase, and installation of the components of each Project.
25.26 “Escrow Account” means a demand deposit account, attorney’s trust account, or wallet at the Escrow Bank(s), or other service providers to receive and hold payments, as the case may be, for which third-party verification of conditions precedent is required for payments out of the account or wallet.
25.27 “Escrow Bank” means the financial institution at which SUNSTOX holds Escrow Accounts for the purposes of receiving and paying funds to give effect to the SUNSTOX Structure.
25.28 “Excess Pre-Payments” means excess amounts of Other Currency left from any Pre-Payments, following conversion of a portion of the Pre-Payments into the Project Currency.
25.29 “Governmental Authority” means any federal, state, municipal or local governmental authority, agency, or other entity having jurisdiction over the Project’s existence, operation, or value or status as an asset.
25.30 “ID” means the unique identifying label for each individual Solar Cell.
25.31 “Impermissible Activity” means:
25.31.1 Production or activities involving forced labour or child labour;
25.31.2 Production or trade-in, or use of: (a) any product or activity deemed illegal under host country laws or regulations or international conventions and agreements; (b) weapons and munitions; © tobacco; (s) hard liquor; (d) gambling, casinos, and equivalent enterprises; (e) any business relating to pornography or prostitution; (f) wildlife or wildlife products regulated under CITES (Convention on International Trade in Endangered Species of Wild Fauna and Flora); (g) materials such as radioactive materials, unbounded asbestos fibers and products containing PCBs;
25.33 “Insurance” means the insurance policies arranged by SUNSTOX or related entities with respect to the Solar Plant.
25.34 “Insurance Provider” means the providers of Insurance selected by SUNSTOX.
25.35 “Material Adverse Effect” means any change, circumstance, or event that, in the aggregate, will (i) have a material adverse effect on Owners or SUNSTOX, the Leasehold Interest, or the Project, (ii) have a material adverse effect on the ability of Owners or SUNSTOX to perform their respective obligations under these Terms or the Cell Owner Agreement, and (iii) constitute or result, if true, in a material breach of any representation, warranty, covenant or agreement set forth in these Terms or the Cell Owner Agreement.
25.36 “Non-Deliverable Substitute” means the replacement of a payment obligation by an obligation to pay with an alternative currency. Unless otherwise specified in the Cell Owner Agreement and Consumer Asset Lease, the default Non-Deliverable Substitute will be the Indian Currency.
25.37 “O&M” means any company charged with maintenance, management, repair, and/or operation services in respect of each Project.
25.38 “Onboarding Compliance” means, with respect to a person or entity, confirmation of compliance with Know Your Customer, Anti-Money Laundering, and OFAC requirements, and confirmation no Impermissible Activity has occurred.
25.39 “Ordered Cells Amount” means the sum of the integer number of Solar Cells that could be purchased given the Pre-Payments available in Indian Currency.
25.40 “Ordered, Order” means submission by an Account Holder to SUNSTOX via the Services an amount in an Eligible Currency with the intention of Purchasing one or multiple Solar Cells for a Project upon Crowdsale End.
25.41 “Owner” or “Solar Cell Owner” means any person or entity that purchases one or more Solar Cells using the Services.
25.42 “Payment Processing” means electronic funds transfer, debit order, credit card payment, following Standing Instructions, or as mutually agreed by a party and SUNSTOX at the time. Credit Cards may include VISA, MasterCard, Diners Club, American Express, Discovery Card, Union Pay, and others indicated on the Services.
25.43 “Personal Information” means confidential information for personal identity verification and other information we require to ensure Onboarding Compliance. Personal Information also includes confidential financial and transaction-related information required to complete the commercial transactions contemplated on the Services.
25.44 “Pre-Built Projects” means Projects under construction and not yet operating, and fully constructed and operating Projects.
25.45 “Pre-Payment” means funds transferred to the appropriate Pre-Payment Escrow Account or Indian currency wallet at an Escrow Bank, indicated on the Services for Indian Currency.
25.46 “Pre-Payment Escrow Accounts” means an Escrow Account specifically designated to receive and hold Pre-Payments for Solar Cells during a Crowdsale.
25.47 “Price Per Cell” means the price payable in the Project Currency by Owners per Solar Cell as reflected in the relevant Project Information Document and Cell Owner Agreement.
25.48 “Project” means a particular project in terms of which Solar Cells and Solar Equipment are installed on the premises of a Consumer as specified in the Project Information Document and Definitive Agreements.
25.49 “Project Money” means the money denomination of the Project equipment purchase amount and Consumer Rental.
25.50 “Project Information Document” means, with respect to each Project, the proposal presented to prospective Owners with the details of the Project and corresponding Crowdsale.
25.51 “Project State” means the nation, state, or municipal area of the Project, for which Governmental Authority may be exercised.
25.52 “Prospective Projects” means new potential Projects for which Solar Cells and Cell Owner Agreements are offered, and for which procurement and installation are subject to achieving the Target Cells Amount.
25.53 “Purchase” means the valid purchase of a Solar Cell by an Account Holder via the Services.
25.54 “Rating Requirement” means that if Escrow Bank is rated by a relevant authority, it will bear a local currency Pre-Payment or short-term senior unsecured rating of minimum “B2” or “B” as appropriate. If an Escrow Bank is unrated, the Rating Requirement will not apply.
25.55 “Registered User” means a user that has provided a name, email address, and other Personal Information to gain access to certain portions of the Services, but has not yet been granted an Account.
25.56 “Rental Payments ” means payment of Solar Cell Owner Rental or Consumer Rentals, as the case may be.
25.57 “Reserve Escrow Account” means a segregated account for the purpose of holding Pre-Payments to be used for future Project repairs and replacement of equipment as may be necessary.
25.58 “Solar Cell” means a silicon cell generally housed inside a solar photovoltaic module that is made available via the Services.
25.59 “Solar Equipment” means the balance of equipment in each solar plant excluding the Solar Cells, forming the surrounding infrastructure that enables the Solar Cells to generate and deliver solar energy to the Consumer under the Consumer Asset Lease, including but not limited to cabling, structures, components of modules excluding photovoltaic cells, mounting inverters, optimizers, communication equipment, and meters.
25.60 “Standing Instructions” means, with respect to each Account, confidential payment and settlement instructions for each Indian Currency, pre-determined by the Account Holder and provided to SUNSTOX. Standing Instructions are recorded by SUNSTOX as Personal Information.
25.61 “Solar Cell Owner Rental” means the lease rental amounts payable by SUNSTOX, their nominees, or other related entities to Owners in terms of the Cell Owner Agreement, with respect to the Solar Cells leased by the Solar Call Owners to the Consumer pursuant to the Consumer Asset Lease.
25.62 “ SUNSTOX ” means EVER LOGICS OPC Pvt Ltd.
25.63 “ SUNSTOX Structure” means the structure through which solar electricity generation systems are acquired and eventually leased to Consumers.
25.64 “Target Amount” means an aggregate Project Money amount that must be Ordered to achieve Crowdsale End, after taking into account the integer number of cells that could be purchased with Indian Currency and net of the Pre-Payments in respect of Solar Cells for Elected Delivery.
25.65 “Target Cells Amount” means a number of Solar Cells for Prospective Projects that must be Ordered in aggregate to achieve Crowdsale End, net of Solar Cells indicated for Elected Delivery.
25.66 “Tax” means all taxes, charges, duties, levies, deductions, withholdings, or fees of any kind whatsoever, or any amount payable arising out of the foregoing imposed, levied, collected, withheld, or assessed by a Governmental Authority, together with any penalties, fines or interest relating thereto.
25.67 “Transaction Expenses” means payment processing and transaction fees and expenses.
25.68 “VAT” means Value-Added Tax, or any other consumption tax levied or imposed by a Governmental Authority.