Terms of Service

SitePower exists to connect serious energy technology companies, qualified site developers, and institutional financiers. These Terms explain how we run the Platform and what we expect from each other. We have kept them as direct and readable as we can. Where the legal language matters, we have used it. Where it does not, we have not.

The agreement and who it applies to

These Terms of Service (the "Terms") are a binding agreement between BreakPoint Energy Ltd, a company incorporated in New Zealand and operating SitePower.ai (the "Platform", "SitePower", "we", "us", or "our"), and the entity or individual accessing or using the Platform ("you").

By accessing the Platform, submitting an application, or otherwise using our services, you agree to these Terms. If you are using the Platform on behalf of an organisation, you represent that you have authority to bind that organisation, and references to "you" include that organisation. You must be at least 18 years old to use the Platform.

SitePower is a curated, application-only business-to-business marketplace. The Platform is not intended for consumers and is not directed to children.

How these Terms relate to other agreements

These Terms govern general use of the Platform. Two additional agreements apply once you progress in our process:

• Platform Mutual Non-Disclosure Agreement — executed before we share or receive any confidential information, and before we facilitate any matching activity.
• Platform Participation Agreement — executed by Partners onboarded under our paid plans, governing commercial terms such as fees, success fees, tail periods, and audit rights.

If there is any inconsistency between these Terms and a specific agreement you have executed with us (such as the NDA or the Platform Participation Agreement), the specific agreement governs on the matters it covers.

What SitePower is — and what it is not

SitePower is a curated B2B matching platform. We qualify counterparties, facilitate introductions, and support deal structuring. We do this through a combination of structured application processes, AI-assisted analysis, and human review.

SitePower is not:

• A party to any transaction, contract, or commercial agreement between counterparties introduced through the Platform.
• A broker-dealer, registered investment adviser, securities placement agent, or financial intermediary. We do not place securities, solicit investments from the public, or provide investment advice.
• A licensed real estate broker, energy marketer, or utility.
• A provider of legal, tax, accounting, or engineering advice.
• A guarantor of the accuracy, completeness, or truthfulness of information submitted to the Platform by other counterparties.

Every counterparty introduced through SitePower remains responsible for its own due diligence, professional advice, regulatory compliance, and commercial decisions. SitePower's qualification process is a screening tool — not a substitute for the diligence a sophisticated counterparty would normally perform.

Applications, accounts, and qualification

Access to the Platform is by application. We may accept, decline, or defer any application at our discretion, including where an applicant does not meet our qualification standards, where we cannot verify the information provided, or where onboarding would not be in the interest of the Platform or its existing Partners.

You agree to provide accurate, current, and complete information in your application and to keep your account information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at atlas@sitepower.ai if you suspect unauthorised use of your account.

We may suspend or terminate access to the Platform if information you have provided proves to be materially inaccurate or misleading, if you breach these Terms, or if continued access would harm the Platform or its Partners.

Acceptable use

You agree not to use the Platform to:

• Submit information that is false, misleading, fraudulent, or that misrepresents your identity, credentials, technology, site, mandate, or pipeline.
• Infringe or misappropriate the intellectual property, confidentiality, or privacy rights of any other person.
• Scrape, crawl, harvest, or systematically extract data from the Platform other than through interfaces we expressly provide for that purpose.
• Reverse engineer, decompile, or attempt to derive source code from any part of the Platform.
• Probe, scan, test, or attempt to breach the security of the Platform or any related systems.
• Upload viruses, malware, or any other code or content designed to damage, disable, or impair the Platform.
• Use the Platform to send unsolicited communications, including spam.
• Use the Platform to violate any applicable law, regulation, sanctions regime, or export control restriction.
• Engage in any activity that interferes with or disrupts the integrity, performance, or availability of the Platform.

Your content and submissions

You retain ownership of all information, data, documents, and other materials you submit to the Platform ("Your Content"). By submitting Your Content, you grant SitePower a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, display, and process Your Content solely to the extent necessary to operate the Platform, provide the services to you, qualify counterparties, facilitate matches under applicable confidentiality protections, and comply with legal obligations.

You are responsible for the accuracy, legality, and quality of Your Content, and for ensuring you have all rights and consents necessary to submit it. You represent that Your Content does not infringe any third-party right and does not contain unlawful or misleading material.

SitePower does not claim ownership of your technology, your commercial information, your site data, your investment thesis, or any underlying intellectual property. Confidential information submitted to the Platform is governed by the Platform Mutual Non-Disclosure Agreement.

Our intellectual property

The Platform, including its design, source code, content, databases, qualification methodology, matching algorithms, analytical frameworks, and the SitePower and BreakPoint Energy names, logos, and marks, are owned by SitePower or our licensors and are protected by intellectual property law.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform in accordance with these Terms and any applicable Order Form or Platform Participation Agreement. No other rights are granted, by implication or otherwise.

You may not use SitePower's name, logo, or marks in marketing, press releases, customer lists, or other public communications without our prior written consent, which will not be unreasonably withheld for accurate, factual references to an existing relationship.

AI-assisted matching

SitePower uses artificial intelligence to assist with intake, qualification, scoring, drafting, and matching. Every outbound introduction is reviewed by a SitePower team member before it is made. AI is a tool that supports human judgement; it does not replace it.

Match scores, compatibility assessments, and qualification outputs are operational signals — not guarantees of suitability, creditworthiness, technical performance, regulatory compliance, or commercial outcome. Counterparties must perform their own diligence on every introduction.

We do not use your confidential information or personal information to train external AI models. Our use of third-party AI providers is governed by contractual commitments consistent with this position. Further detail is available in our Privacy Policy.

Third-party information and counterparty representations

The Platform displays and facilitates the exchange of information provided by other counterparties. We apply qualification standards, but we do not independently verify every statement, claim, projection, or document submitted by a counterparty. Where we identify material concerns through our qualification process, we may decline an applicant, flag concerns to a matched counterparty, or pause an introduction.

You acknowledge that information you receive about another counterparty through the Platform is provided by that counterparty and is your responsibility to verify. SitePower makes no representation or warranty as to the accuracy, completeness, or truthfulness of information provided by third parties, and is not liable for your reliance on it.

Fees and payment

Where you sign up for a paid plan, the applicable fees, billing terms, success fee mechanics, tail provisions, and refund policies are set out in the Platform Participation Agreement and any applicable Order Form. Those documents govern the commercial relationship; these Terms do not.

Fees are exclusive of applicable taxes, which you are responsible for paying. Payments are processed by our third-party payment provider on our behalf.

No investment, legal, or tax advice

Any forecasts, projections, scoring outputs, or analytical materials made available on the Platform are illustrative, reflect assumptions that may not hold, and are not a substitute for your own diligence and judgement.

Disclaimer of warranties

To the maximum extent permitted by law, the Platform is provided on an "as is" and "as available" basis. SitePower disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of data.

Without limiting the foregoing, SitePower does not warrant that:

• Any introduction will result in a transaction, financing, or other commercial outcome.
• Information provided by counterparties through the Platform is accurate, complete, or current.
• The Platform will be uninterrupted, secure, or free of errors or harmful components.
• Any project, technology, site, or financing introduced through the Platform will be successful, will perform as expected, will obtain regulatory approval, or will achieve any particular return.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded under applicable law.

Limitation of liability

To the maximum extent permitted by law, and except as expressly stated below:

• Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data, arising out of or in connection with these Terms or your use of the Platform, even if advised of the possibility of such damages.
• SitePower's total aggregate liability arising out of or in connection with these Terms or your use of the Platform will not exceed the greater of (i) the amount you have paid to SitePower in the twelve months preceding the event giving rise to the claim, or (ii) one thousand United States dollars (USD 1,000).

These limitations do not apply to: (a) a party's breach of confidentiality obligations under the Platform Mutual Non-Disclosure Agreement, (b) a party's indemnification obligations under these Terms, (c) infringement of the other party's intellectual property rights, (d) a party's gross negligence, fraud, or wilful misconduct, or (e) any other liability that cannot lawfully be limited.

The allocation of risk in these Terms reflects the fees charged for use of the Platform and is a fundamental element of the bargain between the parties.

Indemnification

You agree to indemnify and hold harmless SitePower and its directors, officers, employees, and agents from any third-party claims, liabilities, damages, losses, and reasonable expenses (including reasonable legal fees) arising out of or related to: (i) your breach of these Terms, (ii) your violation of applicable law, (iii) your infringement of any third-party intellectual property, confidentiality, or privacy right, (iv) Your Content, or (v) any misrepresentation you make through the Platform.

SitePower will indemnify you against third-party claims that the Platform, as provided by us and used by you in accordance with these Terms, infringes a third party's registered intellectual property right. This is SitePower's sole liability, and your sole remedy, in respect of any such infringement claim.

The party seeking indemnification must give prompt written notice of the claim, allow the indemnifying party to control the defence and any settlement (provided no settlement imposes any liability or admission on the indemnified party without consent), and cooperate reasonably at the indemnifying party's expense.

Suspension and termination

You may stop using the Platform at any time. Where you have a paid Platform Participation Agreement, termination of that agreement is governed by its terms.

We may suspend or terminate your access to the Platform, with or without notice, if you breach these Terms, if continued access would expose SitePower or its Partners to legal, regulatory, reputational, or commercial risk, or if we discontinue the Platform. Where reasonably practicable, we will provide notice before suspension or termination.

Provisions that by their nature should survive termination — including those relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — will survive.

Changes to these Terms

We may update these Terms from time to time. Where changes are material, we will provide reasonable advance notice, including by email to Partners or by displaying a notice on the Platform. Continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you may stop using the Platform.

Governing law and dispute resolution

These Terms are governed by the laws of the State of New York, United States of America, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any dispute arising out of or relating to these Terms.

Before commencing any formal proceedings, the parties will attempt in good faith to resolve any dispute through direct, senior-level discussions for a period of thirty (30) days from written notice of the dispute. This step does not apply where urgent injunctive relief is required to protect confidential information or intellectual property.

Where applicable mandatory consumer-protection law in your jurisdiction confers additional rights or alternative forums, this clause does not override those rights.

General provisions

Entire agreement. These Terms, together with the Privacy Policy and any agreement you execute with us (including the Platform Mutual Non-Disclosure Agreement and Platform Participation Agreement), constitute the entire agreement between you and SitePower regarding the Platform.

No waiver. A failure or delay by either party in enforcing any right under these Terms is not a waiver of that right.

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, restructuring, or sale of business assets, on written notice.

Force majeure. Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, pandemic, infrastructure or telecommunications failures, or acts of government.

Notices. Notices to SitePower must be in writing and sent to atlas@sitepower.ai. Notices to you will be sent to the email address associated with your account or, if no account exists, by other reasonable means.

No third-party beneficiaries. These Terms do not create any rights in favour of any third party, except as expressly stated.

Relationship. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship.