Installer Financing Terms

DEALER ENROLLMENT TERMS AND CONDITIONS

(REEL) RENEWABLE ENERGY EQUIPMENT LEASING LLC

THE REEL CONSUMER FINANCING PROGRAMS (SECURED AND UNSECURED) & COMMERCIAL or MUNICIPAL PRODUCTS LEASE FINANCING PROGRAMS DEALER / USER AGREEMENT

This program agreement (the “Agreement”) is made by and agreed to between you (COMPANYNAME) __________________________________ (User), and Renewable Energy Equipment Leasing LLC, a Georgia corporation (REEL), with its mailing address being P.O. BOX 680131, Marietta GA, 30086-0003.

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS (THE TERMS) RELATING TO YOUR ACCESS TO AND / OR USE OF THE REEL PROGRAMS AND THE WEBSITE, WHICH ARE POSTED ON THE REEL WEBSITE AND INCORPORATED HEREIN AS IF FULLY SET FORTH.

This Agreement is effective and binding as of the date you execute this Agreement in the place provided. By using one of REEL’s online or call in fee-based products, offerings, or finance products or sources, (the REEL ‘Services’), you agree to the terms and conditions set forth in this Agreement AND THE TERMS WHICH ARE INCORPORATED HEREIN. ‘You’ or ‘Your,’ refers in this Agreement to the User, whether an individual, a corporation, or other organization.

We reserve the right, in our sole discretion, to change, modify, add or remove the Terms of this Agreement at any time. You should check the Terms periodically for changes. You may find them through the ‘Consumer Financing Programs” or the ‘Commercial or Municipal Products Lease Financing Program’ link on our website www.thinkreelgreen.com. By using the REEL Services or the website after any changes are posted to these Agreements, or you are otherwise notified of such changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to the Terms, you should not use or access the REEL Services and you should arrange to cancel your Agreement with REEL.

1. Grant of Use, Term and Fees

You must be enrolled and approved in order to offer to your customers the REEL Services. The Services include the REEL Consumer Financing Programs (Secured and Unsecured), and the Commercial or Municipal Products Lease Financing Programs for commercial or municipal projects and product installations.

Upon Your enrollment, payment, and approval, You will receive a Dealer / User identification number unique to You and or Your company.

Your customer(s) (the financing applicant), must refer to Your Dealer / User identification number on each of their respective credit application(s) submitted through the REEL website in order to identify You as the Dealer / User of record when they apply for credit through any lending source of REEL’s.

CHOOSE YOUR ENROLLMENT PAYMENT OPTION:

(box) UP FRONT ANNUAL PAYMENT (click to accept, credit card information window and term of use agreement window pop up)

You are required and agree to pay an initial annual charge, which is a non-refundable administration fee to become an authorized registered provider of the REEL Services. This enrollment option will renew each year from the date first enrolled.

You are also required and agree to pay a service fee, identified by your program, for all Consumer Financing Programs (Secured or Unsecured) application submitted on a project completed by You and funded using a REEL source.

On all COMMERCIAL, MUNICIPAL PRODUCTS OR LEASE FINANCING PROGRAMS, equipment installations financed using a REEL source, there is no additional fee required by You.

REEL does not represent or guarantee that Your customers will qualify for or be approved for financing under any of its financing programs or Services.

Note: REEL is not a mortgage lender, mortgage broker, or real estate broker, and does not work for or on behalf of any; or for any lender in regards to its SECURED CONSUMER FINANCING PROGRAM ‘Services’. REEL provides no real estate settlement services, does not recommend, refer, or pass along its clients’ customers to any specific or particular mortgage provider in return for real estate settlement service fees or referral fees, nor does it compensate, nor itself receive any referral or real estate settlement service fees from any property based secure financing source ultimately used by the applicant.

2. Your Use of the REEL Website and / or Access to the REEL Services

Unless otherwise specified, REEL grants you a non-exclusive, non-transferable, limited right to access and use the REEL Services to which you agreed to and REEL’s Website and the material provided thereon. You agree not to assign, transfer or sublicense Your rights as a registered provider of the REEL Services and / or the website. You understand that only You may use and / or access Your user account and password, and that Your registered use of the REEL Services is valid for only your own Company’s use and may not be shared with others. You agree to be financially responsible for all usage or activity of the REEL Services by You.

By using or accessing the REEL Services and/or the Website, You agree to be legally bound and to abide by any change to this Agreement posted by REEL on its website, just as if You had signed an amendment to this Agreement. From time to time, we may supplement this Agreement with additional products, services, terms and conditions pertaining to specific content, activities, features, or events (Additional Terms or Services). Such Additional Terms or Services may be placed on the website, or otherwise accessible, to be viewed in connection with the specific content, activities, features or events REEL offers and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement.

You acknowledge and agree that the REEL Website contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to You through this website, its links, including text, graphics, logos, icons, images and software, and the arrangement and compilation of such content, are the property of REEL or its content suppliers and is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree to locate on Your Website by hyperlink, if and when in existence, the REEL logo and or other content in the form of image, graphics, text, icons and or click throughs as provided by REEL to You and approved by You in advance.

Reel will locate on its Website in conjunction with its Dealer Locater tab, or other appropriate site location, by hyperlink, Your logo and other content in the form of image, graphics, text, and click throughs to be provided by You and approved by REEL in advance.

3. Governing Law and Choice of Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to Your use of and/or access to the Website (including, without limitation, the REEL Services) or this Agreement shall be filed only in the state or federal courts located in any part of Cobb County in the State of Georgia and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

4. Notice:

Except as herein otherwise provided with respect to notification provided by REEL by posting to its website, any notice required or permitted to be given under this Agreement shall be effective if delivered (i) by hand and shall be effective on the date of delivery, (ii) by registered or certified mail, postage prepaid, return receipt requested and shall be effective three (3) business days after posting, (iii) by overnight courier with proof of delivery and shall be effective one (1) business day after dispatch, (iv) by email with confirming letter mailed under the conditions described in (ii) or (iii) above, and shall be effective on the date of transmission, or (v) by fax with confirming letter mailed under the conditions described in (ii) or (iii) above, and shall be effective on the date of transmission.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE DIRECTLY TO END USERS PURSUANT TO THE END USER ENROLLMENT, REEL MAKES NO WARRANTIES WITH RESPECT TO ANY ENROLLMENT, LICENSE OR SERVICE, INCLUDING WITHOUT LIMITATION, THE REEL ITEMS AND THE REEL TRADEMARKS, AND HEREBY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. REEL DOES NOT WARRANT THAT THE REEL ITEMS SHALL MEET ANY END USER REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE. REPRESENTATIVE IS NOT AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE SOFTWARE OTHER THAN AS PROVIDED, IF AT ALL, IN THE END USER ENROLLMENT. REPRESENTATIVE SHALL MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF REEL.

DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, REEL SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR: (i) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (iii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.