Terms

Last updated March 29, 2023 

Welcome to Chomp Inc. Please read these Terms carefully. These Terms form a legally binding agreement between you and Chomp Inc regarding your access to and use of our web site at www.chomp.energy (and any successor web site); any online information, documentation, or other materials that we provide or otherwise make accessible to you from time to time via our web site; and any online services that we allow you to access and use via our web site (collectively, the “Site”). 

Definitions 

For purposes of these Terms, the following words, of which the initial letter is capitalized, have meanings defined in this section. These defined terms shall have the same meaning regardless of whether they appear in singular or in plural. 

Affiliate means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for election of directors or other managing authority. 

Company means Chomp Inc., a Delaware corporation with offices located at Island Corporate Center, 7525 SE 24th Street, Suite 325, Mercer Island, Washington 98040 (also referred to herein as “we,” “us,” and “our”). 

Device means any device that can access the Site, such as a computer, a mobile phone, or a tablet. 

Terms means this set of terms, conditions, limitations, and restrictions, which form the entire agreement between you and the Company regarding your access to and use of the Site. 

Third-Party Content means any data, information, documentation, materials, or other content provided by a third party (including any related products or services offered by a third party) that may be displayed, included, or made available or otherwise accessible to you via the Site. 

You means the individual person accessing the Site using a Device (also referred to herein as “yourself” and “your”). In the event that you purport to be an agent or other representative of an entity (e.g., an officer or employee of such entity) or in the event that you otherwise, in fact, act on behalf of such entity, references in these Terms to you, yourself, and your also comprise that entity.

Acknowledgments 

These Terms govern your access to and use of the Site and form a legally binding agreement between you and us. They set out your and our rights, duties, and obligations to each other in connection with your access to and use of the Site. Your access to and use of the Site is conditioned on your acceptance of and compliance with these Terms. 

By accessing or using the Site, you accept and agree to be bound by these Terms, including, without limitation, those provisions that allow us to limit or prohibit your access to or use of the Site and those requiring you to resolve disputes with us by binding arbitration. If you do not agree to these Terms, or any provision thereof, do not access or otherwise use the Site. 

You represent that you are over the age of 18 years (or the age of legal majority where you live and/or access the Site, if that age is over 18 years). The Site is not designed or otherwise intended for access to or use by anyone under the age of 18 years. 

Except for certain kinds of disputes described in the section below titled Dispute Resolution; Mandatory Binding Arbitration, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration and, by accepting these Terms, you and we are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under these Terms. your rights will be determined by a neutral arbitrator and not a judge or jury. 

Your access to and use of the Site is also subject to our Privacy Policy set forth below, with which you agree to act in accordance. Our Privacy Policy describes our policies and procedures on the collection, use, and disclosure of your personal information that you provide to us when you access and use the Site and tells you about your privacy rights and how the law protects you. Please read our Privacy Policy carefully before accessing or using the Site. 

Modifications to These Terms 

We reserve the right to modify the terms, conditions, limitations, restrictions, waivers, and disclaimers set forth in these Terms at any time and in our sole discretion; provided, that, in the event that we make a material modification, we will endeavor to notify you and other users of the Site and allow you to review and accept the modification, or modifications, as the case may be, prior to continuing to access and use the Site. If you continue to access or otherwise use the Site after we have posted an updated version of these Terms, your continued access to or use of the Site is deemed your acceptance of these Terms, as updated. The most current version of these Terms will be posted at www.chomp.energy, and we will update the “Last updated” date at the top of these Terms. If you do not agree to these Terms, or any provision thereof, as updated, do not access or otherwise use the Site.

Prohibited Activities 

You will not access or use the Site, or any elements thereof, for any purpose other than that for which we intend them to be used and for which they are designed and developed by us. You hereby acknowledge and agree that, if we determine that your access to or use of the Site constitutes a prohibited activity or otherwise exceeds reasonable limits, we reserve the right to cancel, suspend, or place limits on your access to and use of the Site. You are solely responsible for making sure that your access to and use of the Site is in compliance with applicable laws. 

Your Representations and Warranties 

By accessing or using the Site, you represent and warrant that: (1) you meet the eligibility requirements for accessing and using the Site set forth in these Terms; (2) all information you submit to us is true, accurate, current, and complete and will be maintained as such by you; (3) you are authorized to accept these Terms on behalf of any entity that you purport to represent as an agent or other representative (e.g., as an officer or employee of that entity) or that you otherwise, in fact, act on behalf of; (4) you have not, and will not, access or use the Site, or any elements thereof, for any illegal or unauthorized purpose, and your access to and use of the Site will not cause us to be in violation of any applicable law or regulation; (5) you have not, and will not, access or use the Site, or any elements thereof, in a manner that misappropriates the intellectual property or otherwise infringes on the intellectual property rights of any third party; and (6) you do not live in and are not accessor using the Site from a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and you are not listed on any U.S. government list of prohibited or restricted parties. If you breach these representations and warranties, in addition to any other remedies that we may have at law or equity, we will have the right to cancel, suspend, or otherwise limit your access to and use of the Site and refuse to allow you (and, if applicable, the entity you represent) to access and use any or all of the elements of the Site, now and in the future. 

Termination 

We may cancel, suspend, terminate, or otherwise place limits on your access to and use of the Site at any time, without prior notice, liability, or penalty, for any reason whatsoever, including, without limitation, if you breach these Terms or do not act in accordance with our Privacy Policy. 

We are not under any obligation to you to continue to offer the Site or any of the products or services offered on the Site or about which information is otherwise provided on the Site. We may update, upgrade, improve, suspend, discontinue, or otherwise modify all or any portion of the Site or any such products or service at any time, without prior notice, liability, or penalty, for any reason whatsoever.

Limitation of Liability 

Notwithstanding any damages you might incur, the entire, aggregate liability of the Company and any of our vendors, suppliers, or licensees to you under any provision of these Terms, and your exclusive remedy for all of the foregoing, shall be limited to the greater of (1) the aggregate amount, if any, you actually paid to us in consideration for your purchase of access to or use of the Site or any online services offered to you by us via the Site or (2) USD $100, if you do not purchase, and have not purchased, access to or use of the Site or anything via the Site. 

To the maximum extent permitted by applicable law, in no event shall the Company or our vendors, suppliers, or licensees be liable to you for any special, incidental, indirect, or consequential damages of any kind (including, without limitation, damages for lost profits, goodwill, data, information, privacy, or business) arising out of or in any way related to your access to or use of, or any inability to use, all or any portion of the Site or otherwise arising out of or in any way related to these Terms or any provision hereof, even if the Company or any of our vendors, suppliers, or licensees has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. 

As-Is and As-Available Disclaimer 

The Site, including each element thereof, is provided to you “as is” and “as available” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on our own behalf and on behalf of our Affiliates and our and their respective vendors, suppliers, and licensors, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Site; the information, documentation, and other materials that we provide or otherwise make accessible to you from time to time via the Site; and any online services that we allow you to access and use via the Site, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties that may arise out of course of dealing, course of performance, usage of trad, or trade practice. Without limiting the foregoing, we provide no warranty or undertaking, and make no representation of any kind, that the Site will meet your requirements; achieve any intended results; be compatible or work with any other software, applications, systems, networks, or services; operate without interruption or otherwise be error free; meet any performance or reliability standards; be free of viruses, scripts, trojan horses, worms, malware, timebombs, or other harmful components; or that any errors or defects can or will be corrected. 

Some states or other jurisdictions do not allow for disclaimers of implied warranties, disclaimers of consequential damages, limitations of liability, or other limitations on the statutory rights of a consumer, which means that some of the disclaimers and limitations in this section and the section immediately above may not apply to you. In such a case, the exclusions, disclaimers,

and limitations set forth in these sections shall be applied to the greatest extent enforceable under applicable law. 

Dispute Resolution; Mandatory Binding Arbitration 

Please read this section titled Dispute Resolution carefully, because it requires you to waive the right to a jury trial; requires you to arbitrate certain disputes, controversies, and claims with us; and limits the manner in which you can seek relief from us. As set forth in this section, no class or representative actions or arbitrations are allowed. 

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”), brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party. 

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration before a single arbitrator. You understand that without this provision, you would have the right to sue in court and, in certain cases, have a jury trial. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (collectively, the “Rules”) and in accordance with the Expedited Arbitration Procedures in the Rules, both of which are available on the JAMS web site at 

www.jamsadr.com/adr-rules-procedures/ (or a successor site). Your arbitration fees shall be governed by the Rules and, where appropriate, limited by the Rules. If such fees expressly are determined by the arbitrator to be excessive, we will pay all arbitration fees. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the Rules or applicable law, the arbitration will take place in King County, Washington, U.S.A. Judgment on the award may be entered in any court having jurisdiction. This section shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state or federal courts of the State of Washington and the United States of America sitting in or having jurisdiction in King County, Washington, U.S.A., and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. 

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other proceeding; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) Disputes specifically seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (2) Disputes specifically related to, or arising from, allegations of fraud, theft, or piracy; and (3) any claim for injunctive relief. If this provision is found to be illegal, invalid, or otherwise unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be unenforceable and such Dispute shall be decided by a court of competent jurisdiction and listed in section below titled Governing Law; Jurisdiction and Venue, and the Parties agree to submit to the personal jurisdiction of that court. 

The Parties hereby agree that these Terms affects interstate commerce and that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the Rules, 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 or proceeding, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s or entity’s claims, preside over any type of class or representative action or proceeding, or preside over any action or proceeding involving more than one individual or entity. 

The arbitrator and the Parties 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. The arbitrator will have the authority to make appropriate rulings to safeguard that confidentiality, unless the law provides to the contrary. 

In no event shall any Dispute be commenced more than one year after the cause of action arose. If this provision is found to be illegal, invalid, or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be unenforceable, and such Dispute shall be decided by a court of competent jurisdiction and listed in the section below titled Governing Law; Jurisdiction and Venue, and the Parties agree to submit to the personal jurisdiction of that court.

You may opt-out of the waiver of the right to have certain Disputes resolved in a class action and the waiver of the right to a jury trial described in this section by emailing us at info@chomp.energy within 30 days after entering into these Terms in the manner described herein. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of the terms, conditions, limitations, restrictions, and waivers set forth in this section, and failure to do so as described herein constitutes your consent hereto, including such waivers. If you choose to opt out, please note that all other provisions in these Terms will remain intact and in full force and effect. 

Governing Law; Jurisdiction And Venue 

These Terms and your access to and use of the Site is governed by the laws of the State of Washington, U.S.A., without regard to its conflict of laws principles. Any dispute between you and us that is not subject to arbitration will be resolved in the state or federal courts of the State of Washington and the United States of America sitting in or having jurisdiction in King County, Washington, U.S.A. 

Notices 

Notices from you to us or us to you shall be in writing and may be sent via email. In any event, you can notify us or send questions, complaints, or claims related to the Site to us by contacting us using the contact information set forth below. Notices from us to you may be sent by us to any email address or mailing address provided by you as part of your access to and use of the Site. 

Links to Other Web Sites 

The Site may contain links to third-party web sites, products, or services that are not owned or controlled by the Company. 

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party web sites, including the products, services, and other Third-Party Content accessible to you via such third-party web sites. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with the use of or reliance on any such content, policies, practices, products, or services, including any and all Third-Party Content, accessible via any such third-party web sites. 

We strongly advise you to read the terms, conditions, limitations, restrictions, disclosures, and policies associated with any and all third-party web sites you visit.

Copyright Infringements 

We respect the intellectual property rights of others. If you believe that any content or other materials provided via the Site to anyone infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that, pursuant to U.S. federal law, you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that materials provided via the Platform infringe your copyright, you should consider first contacting an attorney. 

Feedback 

We have not agreed to, and do not agree to, treat as confidential any comments, suggestions, ideas, or feedback provided by you, individually or on behalf of any entity that you represent, regarding the Site, including, for the avoidance of doubt, the online information, documentation, or other materials that we provide or otherwise make accessible to you from time to time via the Site and the online services that we allow you to access and use via the Site (collectively, “Feedback”), and nothing in these Terms or in your and our dealings arising out of or related to these Terms will restrict our right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you or any entity that you represent, or provide you or any entity that you represent with any rights in or to any of our products or services. You agree that there shall be no recourse against us for any alleged or actual misappropriation of any intellectual property or infringement of any intellectual or other proprietary rights in Feedback that you provide to us. 

Miscellaneous 

These Terms constitute the entire agreement and understanding between you and us concerning your access to and use of the Site, including, for the avoidance of doubt, the online information, documentation, or other materials that we provide or otherwise make accessible to you from time to time via the Site and the online services that we allow you to access and use via the Site. Except as otherwise expressly set forth herein, no shrink-wrap, click-to-accept, or other terms or conditions outside these Terms (“Additional Terms”) will be binding on us, even if use thereof requires an affirmative acceptance of such Additional Terms before access or use is permitted. Additional Terms will have no force or effect and will be deemed rejected by us in their entirety. These Terms may be, or may have been, translated. You agree that the original English text of these Terms as published by us on the Site shall prevail in the case of a dispute. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operates to the fullest extent permissible by law. If any provision of these Terms are adjudged to be invalid, void, or unenforceable, you and we hereby agree that the remaining provisions of these Terms shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the

original intention of you and us, and that these Terms shall, in any event, otherwise remain valid and enforceable. In no event will you or we be deemed in default hereunder based on delay in, or failure of, performance (other than the payment of money) if caused by floods, fires, storms, or other acts of God; by war or acts of public enemies, including terrorism or civil disturbance; by strikes, lockouts, shortages of labor, labor disputes, or labor trouble; by problems in obtaining raw materials or production facilities, power failures, equipment failures, or transportation shortages; by failures or actions of any governmental or other authority (including in response to any epidemic or pandemic); or by any other cause not within its reasonable control if such cause could not have been avoided through the exercise of due care. These Terms are for the benefit of, and shall be binding upon us and you. No third party shall be considered a third-party beneficiary hereunder. We may assign any or all of our rights and obligations under these Terms to others at any time. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. You and we are independent contractors with respect to these Terms and the Site. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or your access to or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of written or electronic signatures by the parties hereto to execute these Terms. 

Contact Us 

In order to resolve a complaint regarding access to or use of the Site or to receive further information from us about the Site or our products or services, please contact us at: 

Chomp Inc 

Island Corporate Center 

7525 SE 24th Street, Suite 325 

Mercer Island, Washington 98040 

U.S.A. 

Phone: +1 (425) 246-0744 

Email: info@chomp.energy

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