a. HyBuild™ North America is an effort led by Green Hydrogen Coalition (“GHC”) to plan, organize and structure the green hydrogen ecosystem at scale in strategically targeted locations to achieve low-cost delivered green hydrogen (the “Effort”).
b. A “Sponsor” may access the HyBuild™ North America Platform (the “Platform”) and various HyBuild™ North America activities (the “Activities”) by financially supporting the Effort through a quid pro quo contribution to the GHC (the “Contribution”). The Sponsors include contributors at the Steering Committee and Core Participant level (see page 8), and other entities that are pre-approved to provide quid pro quo contributions to the GHC.
c. The GHC is in the process of determining the value of the goods and services it is providing to Sponsors in return for their respective Contributions (the “FMV Determination”). The GHC anticipates having a FMV Determination by March 1, 2023, at which point it will notify Sponsor of such amount, along with providing Sponsor with a contemporaneous written disclosure statement to inform Sponsor that the amount of the contribution that is deductible for federal income tax purposes is limited to the excess of any money (and the value of any property other than money) contributed by the donor over the value of goods or services provided by GHC.
d. The GHC is a California nonprofit public benefit corporation with a mission to advance green hydrogen and accelerate a carbon-free energy future in promotion of the environment and public health. HyBuild™ North America, and its regional initiatives, is a program of the GHC. HyBuild™ Los Angeles (LA) (Phase 2) is a regional initiative.
e. The Platform includes an online resource center managed by the GHC (“HyBuild™ Data Room”). GHC cannot guarantee confidentiality of any written materials submitted and high-level results will be in the public domain.
f. The term of a Sponsor’s access to the Platform is determined by the length of the regional initiative phase to which such Sponsor’s Contribution relates. A Sponsor with respect to HyBuild™ LA (Phase 2) may access Activities and the Platform for three months after the initiative phase concludes.
g. Each Sponsor will be entitled to participate in all working group meetings, access the HyBuild™ Data Room, and receive branding recognition as a HyBuild™ LA (Phase 2) funder. Steering Committee Sponsors will receive access to meetings of the Steering Committee.
h. Each Sponsor shall retain the right to:
Decide what information of such Sponsor to disclose for use in the Activities or on the Platform; provided, however, that Sponsor shall not disclose or share on the Platform any information or data that is confidential, proprietary, patented, copyrighted, or otherwise not to be publicly disclosed or used by other parties in compliance with applicable laws, including privacy laws
Alone, or together with one or more other Sponsors or parties, use any works created from the Effort or published on the Platform. No Sponsor will have or retain any intellectual property rights in works created from the Effort, including, without limitation, any such works published on the Platform
Discuss or implement any transaction with any person or entity
Withdraw at any time
i. No Sponsor shall be responsible to any other person or entity for the accuracy of information or work that such Sponsor provides to the Effort. Each Sponsor is responsible for analyzing, evaluating and confirming for its own use any work associated with the Effort.
j. Unless otherwise specified by the Sponsor, a Sponsor agrees that its logo may be used in association with the Effort on GHC marketing collateral and website. The logo will be used solely for purposes of acknowledgment of the Sponsor’s sponsorship and will not be used for purposes of advertising on behalf of the Sponsor.
k. Neither the GHC nor any of its affiliates makes any representations or warranties of any kind or nature that any Sponsor will receive any project, outcome or other benefit of any kind or nature (other than the right to access the Platform for the period specified above) in connection with such Sponsor’s participation or activities regarding the Effort.
l. The GHC is a public charity tax-exempt nonprofit under Section 501(c)(3) of the Internal Revenue Code. To the extent a Contribution is considered a deductible charitable contribution to the GHC, such Contribution will be deductible to the extent the law provides. Each Sponsor’s unique tax situation affects the deductibility of its donation, and we encourage each Sponsor to consult their attorney or tax adviser to confirm the deductibility of any donation made.
m. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GHC NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS, WILL BE LIABLE TO A SPONSOR FOR SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST REVENUES OR PROFITS, OR LOSS OF GOODWILL), REGARDLESS OF THE CAUSE, LEGAL THEORY, OR CAUSE OF ACTION, EVEN IF GHC HAS BEEN ADVISED OF THE LIKELIHOOD THEREOF. GHC’S AGGREGATE LIABILITY, TOGETHER WITH THE LIABILITY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS, ARISING OUT OF THESE TERMS OF USE AND A SPONSOR’S USE OF THE PLATFORM, REGARDLESS OF THE TYPE OF CLAIM(S) OR THE NATURE OF THE CAUSE(S) OF ACTION, WILL NOT EXCEED 0.1 PERCENT OF THE AMOUNT GHC HAS BEEN PAID FOR PROVIDING ACCESS TO THE PLATFORM. SPONSOR ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN THE PARTIES HAVE REACHED AND THAT THEY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
n. The Platform Terms of Use and all matters regarding a Sponsor’s use of any item therein shall be governed by, construed in accordance with, and enforced under the laws of the State of California applicable to contracts made and executed and wholly performed in the State of California, without regard to choice of law principles.
o. GHC may amend the Platform Terms of Use from time to time at its own discretion. GHC shall publish and maintain on its website the current Platform Terms of Use.
p. The undersigned represents and warrants by their signature that they have the power, authority, and right to bind the identified Sponsor to each of the terms of this Green Hydrogen Coalition HyBuild™ Los Angeles (Phase 2) Platform Terms of Use.