WEBSITE TERMS OF USE

Last Updated: 24 May 2024

One Stop Warehouse Pty Ltd (ACN 161 849 323) and its subsidiaries and affiliates (“OSW,” “we,” “our,” or “us”) make their websites, https://www.osw.energy/, https://osw.energy/au/, https://www.greendeal.com.au/, https://osw.energy/us/, https://osw.energy/nl/, https://osw.energy/pl/, https://osw.energy/de/, https://osw.energy/it/, https://osw.energy/fr/, and their related websites, webpages, domains, sub-domains, and other online services provided by OSW (“Websites”) available for your use subject to these Website Terms of Use (“Terms”). Please read these Terms carefully. By downloading, accessing, ordering or using any of our Websites, clicking on the “I agree” or “I accept” button or other buttons to a similar effect, or completing the registration process to obtain a user Account to access password-protected portions of our Websites, you represent that you have read, understand, and agree to be bound by these Terms. The term “you” or “your” refers to a user of any portion of our Website. If you do not agree to be bound by these Terms, you may not access or use our Websites. These Terms do not apply to those websites operated by OSW but do not link to these Terms.

IMPORTANT NOTICE: YOUR USE, ACCESS OF OUR WEBSITES, YOUR USE OF YOUR ACCOUNT AND RECEIVING OF CONTENT ON OUR WEBSITES ARE SUBJECT TO AN ARBITRATION PROVISION IN SECTION 11 (DISPUTE RESOLUTION) OF THESE TERMS, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, UNLESS PROHIBITED BY LAW OR YOU EXPRESSLY OPT OUT OF ARBITRATION AS DESCRIBED IN THAT SECTION.

1. User Eligibility

By using or otherwise accessing our Websites, you hereby represent and warrant to us that you: (i) are over the age of majority in your jurisdiction; (ii) all information provided by you is truthful, accurate and complete; (iii) the execution or consummation of these Terms will not breach any of your obligations under any contract to which you are a party or violate any applicable laws; and (iii) you will comply with the terms and conditions of these Terms and our policies about use of the Websites that we publish from time to time. You may not use our Websites if you are prohibited, either by the laws of the United States of America or any other country, from accessing the Websites or receiving any services via our Websites.

2. License to Use Websites and Content

Our Websites may contain text, software, images, photographs, graphics, audio, video, applications, user interfaces, visual interfaces, logos, designs, product names, and other information which are derived in whole or in part from information and materials supplied by us and other sources (“Content”), and are protected by copyright, trademark, patent, and other applicable laws. Our Websites and its Content (excluding your data) are copyrighted as a collective work under United States copyright laws and are protected by other laws. Trademarks, logos, and service marks displayed on our Websites are registered and/or unregistered trademarks of OSW, its licensors or content providers, or other third parties. You acknowledge that OSW is the exclusive owner of the Websites. Any unauthorized use of our intellectual property, including our marks, our copyrighted material, and our trade dress, is strictly prohibited and may be prosecuted to the fullest extent of the law.

Provided that you comply with all your obligations under these Terms, we hereby grant you a limited, non-exclusive, revocable, non-assignable, non-transferable authorization to view and use our Websites and any Content for your personal information and non-commercial use. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel or otherwise, any license or other grant of right to use any patent, copyright, trademark, service mark or other intellectual property of OSW or any third party, except as expressly provided in the Terms. You agree not to remove, obscure, or modify any trademark legend or copyright notice, author attribution, or other notice placed on or contained within any Content. All rights not otherwise expressly granted by the Terms are reserved by us.

3. OSW Online Account

3.1 If you wish to place an order on our Websites or otherwise access certain password protected portions of our Websites, you will need to register an account on our Websites (“Account”). As part of the registration process, you will be asked to submit certain information such as your contact details and company information to create an Account login password. OSW may from time to time modify or add to Account information fields required to create an Account, and you agree to promptly complete any such additional or modified information fields when and as requested by OSW.

3.2 By creating an Account, you agree to (a) provide accurate, current, and complete Account information about yourself, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Websites, or your Account. OSW may block multiple accounts of the same user. Also, you agree that you will not: (i) create another account if we have disabled one you had unless you have our written permission first; (ii) buy, sell, rent or lease access to your Account or username unless you have our written permission first; (iii) share your Account password with anyone; and (iv) log in or try to log in to access the Websites through unauthorized third-party applications or clients.

3.3 You agree that OSW has the right to immediately suspend your account, pause or cancel your access to the Websites, or close your account if we suspect, in our sole discretion, that (1) your Account is being used for any fraudulent or illegal activity, and (2) you have concealed or provided false identification information or other details. OSW may place a temporary hold or freeze on your Account if we suspect you are violating these Terms. If no violation is found, we will remove the hold, and you may continue using the Websites.

4. Acceptable User Conducts

4.1 Prohibited Conducts. You agree that you will not (and will not permit any third party to), under any circumstances (except to the extent expressly authorized by these Terms):

• attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of our Websites, or frame or otherwise simulate the appearance or functions of the Websites;
• copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Websites are based;
• use any Websites or Content in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
• impersonate any person or entity, collect or store personal data about other users without permission, or solicit information from another user in furtherance of identity theft or another unlawful purpose;
• use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on our Websites, deep-link to any feature or content on our Websites, bypass, circumvent, disable or otherwise interfere with our robot exclusion headers or other similar measures;
• take any action that imposes or may impose an unreasonable or disproportionately large load on the Websites or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Websites (or other accounts, networks or services connected thereto); or
• use the Websites in the development, directly or indirectly, of any product, software or Websites that offer any functionality substantially similar to, or competitive with, OSW’s software, products or services.

4.2 Violations. Although we do not generally monitor user activity occurring in connection with our Websites, if we become aware of any possible violations by you of any provision of these Terms, OSW reserves the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use our Websites, without prior notice to you or anyone else.

5. Privacy

Our Privacy Policy available here (“Privacy Policy”) describes how we collect and use personal information about you through the Websites and is incorporated into these Terms by this reference. OSW and its third-party service providers may use your personal information to provide Websites to you and on an aggregated or anonymized basis for other purposes, including to improve our Websites and Content during or after the term.

6. User Materials and Feedback

Content, information, data and other materials posted or provided by users via our Websites (collectively, “User Materials”) are the intellectual property of the specific users of our Websites who post such User Materials. By your submission, posting or delivering of User Materials to us, you hereby grant to us a transferable, non-exclusive, worldwide, perpetual, royalty-free license to access, use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense, and create derivative works and compilations incorporating your User Materials. We will use commercially reasonable efforts to comply with our privacy-related obligations under our Privacy Policy with respect to such User Materials, and you represent and warrant that you have the right to make such User Materials available to us. User Materials must not: (i) be libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or encourage a criminal offense; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; or (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

You agree that submission of any ideas, suggestions, documents, and/or proposals to OSW through its suggestion, feedback, contact us, or other similar pages on our Websites or our social media pages (“Feedback”) is at your own risk and that OSW has no obligation (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to OSW a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation, maintenance and improvement of our Websites.

7. Disclaimers

7.1 General. To the maximum extent permitted by law, our Websites are provided “as is” and “as available,” and at your sole risk. We expressly disclaim all warranties of any kind, whether expressed or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular use or purpose, title, and non-infringement. Without limitation, we make no warranty that our Websites will meet your requirements, that use of the foregoing will be uninterrupted, timely, secure, or error-free, that defects in the operation or functionality and any content or information found on our Websites will be accurate or reliable, or that they will be corrected, virus-free, or that the quality of information, Content, or other materials obtained through our Websites will meet your expectations. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above limitations may not apply to you.

7.2 System Unavailability. There may be times when our Websites are unavailable due to technical errors or network outages or for maintenance and support activities. We do not represent, warrant, or guarantee that the Websites will always be available or completely free of human or technological errors.

7.3 Errors. Our Websites and Content may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Websites or any information supplied to you via the Websites, or that files available through the Websites are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.

7.4 Compatibility. You must provide the equipment and internet connections necessary to access the Websites at your own expense. We do not guarantee that the Websites will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.

8. Limitation of Liability

8.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL OSW AND ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, PARTNERS AND LICENSORS (“OSW PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR OFFERINGS OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT OSW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM ANY WEBSITES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUR WEBSITES OR CONTENT; OR (2) ANY OTHER MATTER RELATED TO OUR WEBSITES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

8.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE OSW PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR MORE THAN THE AMOUNT RECEIVED BY OSW AS A RESULT OF YOUR USE OF OUR WEBSITES. IF YOU HAVE NOT PAID OSW ANY AMOUNTS, OSW’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100 USD).

8.3 Exception. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND OSW PARTIES’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Release and Indemnification

9.1 Release. You agree to release the OSW Parties from any and all liability and obligations whatsoever in connection with or arising from your use of the Websites. If at any time you are not satisfied with the Websites or object to any Content or other material within or on the Websites, your sole and exclusive remedy is to immediately stop using and otherwise accessing the Websites.

9.2 Indemnification. You agree to indemnify and hold the OSW Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs) arising from or in connection with: (i) the use or inability to use our Websites or any Content and your acts or omissions relating to the Websites; (ii) your breach or violation of these Terms or any other guidelines or agreements referenced in these Terms; (iii) any information you provide to OSW (including any information you provide to us as part of a contact form, Account Registration or Feedback or User Materials); or (iv) your violation of any rights of any third party, including privacy and intellectual property rights. However, the foregoing indemnities will not apply to the extent prohibited by law, for liability arising from OSW’s willful misconduct, or for OSW Content that OSW knowingly or negligently created by infringing or misappropriating the rights of a third party. OSW shall promptly notify you of any such claim subject to indemnification, and you shall assume control of the defense of such claim upon OSW’s request. OSW reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of OSW.

9.3 Release by California Residents. If you are a California resident or could otherwise claim the protections of California law, you further expressly waive the provisions of Section 1542 of the California civil code, which reads as follows: “A general release does not extend to the claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.” You acknowledge that you have read and understand Section 1542 of the California civil code, and you hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to your release of any claims you may have against OSW.

10. Third-Party Website & Content

By providing OSW with your e-mail address and using the Websites, you hereby affirmatively consent to the use of your e-mail address for notifications from us regarding important service announcements and other administrative communications related to your use of the Websites and/or your Account, as well as certain marketing and other advertising communications from us and from our third-party advertising partners, as more fully set forth in our Privacy Policy. You will be able to opt out of receipt of certain notifications by following the instructions described in our Privacy Policy.

As an accommodation to you and our other visitors, our Websites may contain links to third-party websites, advertisers, special offers or other events or activities (collectively, “Third-Party Websites”) that are not owned or controlled by OSW. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third-Party Websites, nor do we endorse such Websites. OSW does not endorse, support, sanction, encourage, verify, or necessarily agree with the comments, opinions, or statements of third parties displayed on or transmitted via Third-Party Websites. If you access any Third-Party Websites in the course of using the Websites, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such Third-Party Websites. You expressly relieve the OSW Parties from any and all liability arising from your use of any Third-Party Websites or third-party-owned content. OSW does not endorse, support, sanction, encourage, verify, or necessarily agree with the comments, opinions, or statements of third parties displayed on or transmitted via our Websites (“Third-Party Content”). Any Third-Party Content placed on the Websites is the view and responsibility of those who post those comments, opinions, or statements, and does not necessarily represent the views of OSW.

11. Dispute Resolution

11.1 Governing Law. The laws of the State of Texas will govern these Terms, without giving effect to any principles of conflicts of laws, as if these Terms are a contract wholly entered into and wholly performed within the State of Texas.

11.2 Arbitration. You further acknowledge and agree to the following: All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the Websites that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms below to the extent permissible under applicable law. Unless otherwise agreed, all arbitration proceedings shall be held in the English language. Arbitration will be conducted before the American Arbitration Association (the “AAA”). The AAA rules will govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms. The arbitration will be conducted by a single, neutral arbitrator. Any hearing will be held in the state of Texas, unless you reside outside of the United States, and unless otherwise mutually agreed upon. If you reside outside of the United States, the arbitrator will give reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration shall be conducted by telephone, online and/or based solely on written submissions (the specific manner to be chosen by the party initiating the arbitration) and the arbitration will not involve any personal appearance unless otherwise mutually agreed upon. All arbitration actions must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA rules for the pertinent claim. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding.

11.3 Class Action Waiver. All constitutional and statutory rights to go to court and have a trial in front of a judge or a jury are hereby waived and, instead, electing that all claims and disputes shall be resolved by arbitration under this Section. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise in connection with these Terms or the Websites in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, all rights to a jury trial are hereby waived and, instead, electing that the dispute be resolved by a judge. All claims and disputes arising out of these Terms or the Websites must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one person or user cannot be arbitrated or litigated jointly or consolidated with those of any other person or user. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. This paragraph shall not prevent submissions to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief. Notwithstanding the foregoing: (i) seeking emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration is permitted. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Section; and (ii) claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of OSW’s patent, copyright, trademark or trade secrets shall not be subject to this Section.

12. Updates to These Terms

We reserve the right to modify these Terms at any time and absolute discretion effective upon posting. You can tell when changes have been made to these Terms by referring to the “Last Updated” legend on top of this page. If we make a change to this Privacy Policy that, in our sole discretion, is material, we will notify you as appropriate under the circumstances. We do not ordinarily provide advance notice of a minor change.

We encourage you to check these Terms every time you visit our Websites. If any provision of these terms of service or any future changes are unacceptable to you, do not use or continue to use the Websites and do not create an Account. Your continued use of our Websites and/or utilization of any Websites benefits after these Terms have been updated (and after advance notice for a major change) indicates your agreement and acceptance of the updated version of these Terms.

13. General

13.1 Consent To Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of these Terms and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with these Terms and in performing our obligations and exercising our rights under these Terms. Neither you nor OSW will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.

13.2 Term and Termination. These Terms are effective unless and until terminated by OSW or you. OSW may, in its sole discretion, terminate your use of the Websites or any part thereof if you fail to comply with any term or provision of these Terms or if your use of our Websites poses significant risks to OSW, our systems or other users of our Websites. We may also terminate, in whole or in part, at our convenience, and will endeavor to provide thirty (30) days’ notice for any such termination. You may terminate these Terms at any time by discontinuing all use of the Websites. Termination or cancellation of these Terms shall not affect any right or relief to which either OSW or you may be entitled at law or in equity. Upon termination, you must terminate all use of the Websites and destroy all materials, including any Content, obtained using the Websites and all copies thereof. Following any termination or expiration of these Terms, you must: (a) immediately discontinue all access and use of our Website or Content, and (b) promptly return to us (or delete) any copies of our Content then in your possession or control.

13.3 Access from Outside of the United States. As discussed in our Privacy Policy, our US Websites and the Content is hosted in the United States and is governed by the laws of the United States. By using the Websites in any way, you hereby consent to the transfer of your data and information to, and the storage and processing of such data and information in, the United States of America.

13.4 Assignment. You may not assign or otherwise transfer these Terms or any rights or obligations hereunder without OSW’s prior, written consent. Any assignment in violation of this Section is null and void.

13.5 Entire Agreement/Severability. These Terms, together with the Privacy Policy, any amendments and any additional agreement you may enter into with OSW in connection with the Websites, shall constitute the entire agreement between you and OSW concerning the Websites and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and OSW with respect to such subject matter. If any portion of these Terms is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions.

13.6 Force Majeure. OSW shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, pandemics, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, telecommunications, or utilities.

13.7 No Waiver. No waiver of any term in these Terms shall be deemed a further or continuing waiver of such term or any other term, and OSW’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

13.8 Section Headings. The section headings appearing in these Terms have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent of the clauses to which they pertain.

13.9 Survival of Certain Provisions. Those provisions outlined here that normally would survive after you cease using the Websites and Content and all provision indicating an ongoing obligation, which include but are not limited to Section 7 (Disclaimers); Section 8 (Limitation of Liability); Section 9 (Release and Indemnification); Section 11 (Dispute Resolution) and Section 13 (General), shall survive any termination or expiration of these Terms, but shall not imply or create any continued right to use the Websites after the termination of these Terms.

13.10 Contact Us. If you believe that OSW has not adhered to these Terms, please contact us by emailing us at: privacy.us@osw.energy, or call us at 1 (972) 626-5393, or mail us at: 900 N Great Southwest Parkway, Suite 116, Arlington, TX 76011. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.