SRECTrade - Terms of Service

Fee Structure: Follow this page for a description of the fees associated with SRECTrade's services.

Terms and Conditions

The following describes the terms on which SRECTrade offers you access to our services.

SRECTrade User Agreement

This User Agreement (the “Agreement”) is entered into by and between a user of SRECTrade (hereinafter “User”) and SRECTrade, Inc, (hereinafter “SRECTrade”), a Delaware corporation (User and SRECTrade are hereinafter individually referred to as a “Party” or collectively referred to as the “Parties”).

Using SRECTrade

While using the SRECTrade, User agrees that it will not:

violate any laws, third party right, or SRECTrade’s policies;
fail to deliver payment for SRECs purchased by User;
circumvent or manipulate SRECTrade’s fee structure, the billing process, or fees owed to SRECTrade;
post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
transfer User’s SRECTrade account (including feedback) and User ID to another party without the consent of SRECTrade;
distribute viruses or any other technologies that may harm SRECTrade, or the interests or property of SRECTrade users;
copy, modify, or distribute content from the SRECTrade and SRECTrade's copyrights and trademarks; or
harvest or otherwise collect information about users, including email addresses, without their consent.

Abusing SRECTrade

Without limiting other remedies, SRECTrade may limit, suspend, or terminate SRECTrade’s service and user accounts, prohibit access to SRECTrade’s website, delay or remove hosted content, and take technical and legal steps to keep User off SRECTrade if SRECTrade thinks that it is creating problems, possible legal liabilities, engaging in fraudulent activity or acting inconsistently with the letter or spirit of SRECTrade’s policies.

Auction Close and Results

SRECTrade auctions will close each month on the first business day after the issuance of SRECs in the corresponding SREC registry. Auction results will be finalized and published on the second business day after the auction close. Auction close and results publishing dates are subject to change. All date related information will be published on SRECTrade’s website at the opening of the current auction order period.

Bidding to Purchase SRECs

User agrees that bidding on a quantity of SRECs is a revocable offer to buy the SRECs at the price in the bid, provided User’s offer meets the clearing price, which shall be no greater than the price in the bid. User may cancel a bid prior to the close of the auction without penalty. Once the auction closes, a bid becomes irrevocable. User agrees to read the listing carefully to be certain the SRECs are of the vintage it desires.

If a User bid is equal to or greater than the clearing price in a particular auction, SRECTrade will inform User within one (1) business day of auction close that User was a winner in the auction. Winning bidders are required to deliver the purchase price of the SRECs they have purchased (i.e., the clearing price times the number of SRECs bid upon, plus SRECTrade commission). User is responsible for sending payment to SRECTrade within five (5) days of the date when SRECs are placed into the account under the User name in the SREC Registry (GATS, NEPOOL GIS, NC-RETS, etc). SRECs will be placed in User account within five (5) business days from the close of the auction. If a user does not have a credit rating, or maintains a credit rating that is less than investment grade, from a major credit rating institution (i.e. S&P, Fitch, and/or Moody’s), or SRECTrade deems the User’s creditworthiness inadequate, SRECTrade may require the User to remit payment prior to SREC delivery. If payment is required prior to SREC delivery, payment shall be due five (5) business days from the close of the auction. SRECTrade will notify user should this alternative payment process be necessary. If advance payment is required, SRECs will be delivered to User’s SREC registry account within one (1) business day from the delivery and settlement of payment. SRECTrade also reserves the right to require additional credit assurance from User (i.e. collateral) prior to auction close.

If a User bid is less than the clearing price in a particular auction, SRECTrade will inform User within one (1) business day of the auction close that User was not a winner in the auction. Bidders that do not win are free from any obligations with respect to this auction.

Listing SRECs for Sale

Placing a single or block of SRECs for a particular auction is a revocable offer to sell these SRECs at the clearing price of the auction. As such, User agrees to consider carefully whether it wants to place its SRECs up for auction. The User opening offer must equal the minimum bid that it would accept. User is required to transfer SRECs into SRECTrade’s SREC Registry account (GATS, NEPOOL GIS, NC-RETS, etc) by 5pm Eastern on the business day of the auction close. Failure to do so violates this contract and will result in the cancellation of your order. Once the auction closes, the offer becomes irrevocable.

If a User offer ends up being equal to or below the clearing price of the auction, SRECTrade will inform User that User has won the auction. At this point, User is legally contracted to sell the specified quantity of SRECs at this clearing price. SRECTrade will initiate payment to User for User’s SRECs within ten (10) business days of the close of the auction. The time between initiation of payment and receipt of payment will depend on the payment method which User has chosen in the "My Accounts" page.

If User’s offer ends up being above the clearing price of the auction, SRECTrade will inform User that User did not win the auction, and User will not be able to sell User SRECs in that auction. SRECTrade will return the User's unsuccessful SRECs back to the User's Registry account.

Fees and Services

Joining SRECTrade and offering SRECs for sale is free. When User places a bid to purchase an SREC or block of SRECs, User will have an opportunity to review and accept the fees that User will be charged based on SRECTrade’s fee schedule, which SRECTrade may change from time to time. Changes to that policy are effective after SRECTrade provides User with at least fourteen (14) days' notice by posting the changes on the SRECTrade website. SRECTrade may choose to temporarily change the fees for SRECTrade’s services for promotional events or new services, and such changes are effective when SRECTrade posts the temporary promotional event or new service on the SRECTrade website.

Unless otherwise stated, all fees are quoted in U.S. Dollars. User is responsible for paying all fees and applicable taxes associated with the SRECTrade in a timely manner with a valid payment method. If a User payment method fails or User’s account is past due, SRECTrade may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with us and retaining collection agencies and legal counsel.

Liability

Neither party will hold the other responsible for other users' actions or inactions, including things they post.

Further, SRECTrade cannot guarantee continuous or secure access to SRECTrade’s services, and operation of the SRECTrade website may be interfered with by numerous factors outside of SRECTrade’s control. Accordingly, to the extent legally permitted, SRECTrade may exclude all implied warranties, terms and conditions. SRECTrade is not responsible for bids not being processed or not being accepted due to technical difficulties. Neither party will be liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of use of SRECTrade. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to either party.

Regardless of the previous paragraph, if SRECTrade is found to be liable, its liability to the other Party or to any third party is limited. SRECTrade’s liability is limited to the greater of (a) the total fees User paid to SRECTrade in the twelve (12) months prior to the action giving rise to the liability, and (b) $100.

Release

If either Party has a dispute with one or more users, this Party releases the other Party (and their officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If User or SRECTrade is a California resident, they waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Access and Interference

The SRECTrade website contains robot exclusion headers. Much of the information on the SRECTrade website is updated on a real-time basis and is proprietary or is licensed to SRECTrade by SRECTrade’s users or third parties. User agrees that they will not use any robot, spider, scraper or other automated means to access the SRECTrade website for any purpose without SRECTrade’s express written permission.

Additionally, User agrees that User will not:

take any action that imposes or may impose (in SRECTrade’s sole discretion) an unreasonable or disproportionately large load on SRECTrade’s infrastructure;
copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for User’s information) from the SRECTrade website without the prior expressed written permission of SRECTrade and the appropriate third party as applicable;
interfere or attempt to interfere with the proper working of the SRECTrade website or any activities conducted on the SRECTrade website; or
bypass SRECTrade’s robot exclusion headers or other measures SRECTrade may use to prevent or restrict access to SRECTrade.

Privacy

SRECTrade views protection of users' privacy as a very important community principle. SRECTrade will not sell or rent User’s personal information to third parties for marketing purposes without User’s explicit consent. SRECTrade will use User’s information only as described in the SRECTrade Privacy Policy. SRECTrade stores and processes User’s information on computers located in North America that are protected by physical as well as technological security devices. User can access and modify the information User provides us and choose not to receive certain communications by signing-in to User’s account. SRECTrade uses third parties to verify and certify SRECTrade’s privacy principles. For a complete description of how SRECTrade uses and protects User’s personal information, see the SRECTrade Privacy Policy.

Indemnity

If any claim or demand, including reasonable attorneys’ fees, is made by any third party due to or arising out of a breach of this Agreement or violation of any law or the rights of a third party by a Party to this Agreement (the “Offending Party”), the Offending Party will indemnify and hold the other Party (and their officers, directors, agents, subsidiaries, joint ventures and employees) harmless from such claim or demand.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on SRECTrade's national registered agent (in the case of SRECTrade) or to the email address User provides to SRECTrade during the registration process (in the case of User). Notice shall be given twenty four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, SRECTrade may give User legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

Resolution of Disputes

This Agreement shall be governed in all respects by the laws of the State of Delaware as they apply to agreements entered into and to be performed entirely within Delaware between Delaware residents, without regard to conflict of law provisions.

Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement, including, without limitation, any action or claim based on tort, contract, or statute (including any claims of breach), or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (“Claim”), shall be resolved by final and binding arbitration (“Arbitration”) before a single arbitrator (“Arbitrator”) selected from and administered by Judicial Arbitration and Mediation Service Inc. (the “Administrator”) in accordance with its then existing arbitration rules or procedures regarding commercial or business disputes. The Administrator and the Parties must comply with the following rules: a) the Arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The Arbitrator shall, within fifteen (15) calendar days after the conclusion of the Arbitration hearing, 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 shall be authorized to award compensatory damages, but shall not be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief he or she deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Each Party shall bear its own attorney's fees, costs, and disbursements arising out of the arbitration. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim between the Parties were determined by litigation in court.

All claims User brings against SRECTrade must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should User file a claim contrary to the Resolution of Disputes Section, SRECTrade may recover attorneys' fees and costs up to $1000, provided that SRECTrade has notified User in writing of the improperly filed claims, and User has failed to promptly withdraw the claim.

General

Either Party may terminate this Agreement at any time by contacting the other Party at least thirty (30) days prior to the termination. This Agreement may not be otherwise amended except in a writing signed by User and SRECTrade. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for SRECTrade’s services), Release, Liability, Indemnity and Resolution of Disputes.

EasyREC Terms of Service

The following applies to sellers who choose to enroll in SRECTrade's EasyREC aggregation service (refer to terms in enrollment forms for state-specific terms):

1. Parties. SRECTrade and the above signed generator/seller of solar renewable energy credits (the “Seller”) agree to the following terms and conditions with respect to automatic Solar Renewable Energy Credit (“SREC”) selling (“EasyREC”).

2. Definition. EasyREC refers to a service offered by SRECTrade in which a Seller’s SRECs are registered, created, tracked and sold through SRECTrade’s online monthly auction or by the SRECTrade environmental markets team.

3. Fees. Service fees are described on the EasyREC Fee page. An out-of-state application fee equal to $50 per State Certification application requested will be assessed for any applications to states other than the one in which the facility is located. The out-of-state application fee also applies to Sellers who are not eligible for a solar carve-out or SREC market within their home state, and those applying to the Delaware SREC market. Sellers eligible for SREC programs in their home state (except DE) will not be charged any fees to apply for State Certification.

4. Initial SREC Account Set Up & Transfer. As part of the EasyREC process, Seller shall complete any necessary forms needed for the establishment and transfer of management responsibilities to SRECTrade. Seller confirms that all information provided in the forms is accurate and complete. Providing inaccurate and incomplete information can result in the delay or loss of SREC eligibility. Seller will promptly notify SRECTrade of any changes in system equipment (i.e. addition of panels) or ownership. Seller is to be advised that contact information, including mailing address, email address & telephone number provided in certification applications is made available to the public via docketing systems for facilities registered in the following states: MD, DC, & OH. Seller will provide any additional documents that may be required in the future by the tracking platform or the state regulating agency to enroll or maintain the Seller’s system in the SREC program. If Seller already has a tracking account, it will be deactivated as long as SRECTrade will manage Seller’s SRECs and until the tracking platform is notified otherwise by Seller.

5. Posting, Selling and Final SREC Transfer. Once SRECs from Seller’s facility are deposited into SRECTrade’s account, SRECTrade shall post them for sale. All sales are subject to market conditions. Timing and pricing are not guaranteed. All SREC sales made under the default setting, “Managed Sales”, are made at the discretion of SRECTrade. Trades made on behalf of the Seller under the “Managed Sales” option are final and cannot be modified at the Sellers request. Sellers shall have the option to specify a minimum price at which the SREC must sell for a sale to occur (the “Minimum Price”). If the clearing price of a transaction is below the Minimum Price, SRECTrade shall hold any SRECs for future transactions. If the clearing price of the transaction is above the Minimum Price, SRECTrade shall transfer the SREC to the winning bidder and distribute resulting funds to Seller. If Seller has multiple SRECs, partial orders may be fulfilled. Sellers may opt to utilize the “Managed Sales” or “Minimum Price” options at any point in time, and will enter effect on the next business day. At Seller’s choice, SRECTrade shall initiate transfer of funds to Seller within 10 business days of the transaction either by sending a check to Seller’s address or by direct deposit to the Seller’s specified bank account. SRECTrade will not be held liable for errors or delays caused by the SREC tracking registry with regards to the customer’s account. MA Sellers are bound by the reporting requirements described by the MassCEC.

6. Control. Even though SRECs transferred for EasyREC are placed in SRECTrade’s tracking account, Seller shall maintain ownership and control of them. This control must be exercised through communication with SRECTrade (either via e-mail or via SRECTrade.com), as once an SREC is transferred to SRECTrade’s account, only SRECTrade will have access to them. Sellers will allow SRECTrade to transact on their behalf as an agent. Seller may opt-out of this service at any time, however opt-outs are processed at the end of each business day. At any time before the close of a transaction, Seller may direct SRECTrade to perform any of the following actions:

6.1. Cancel Seller’s EasyREC Agreement. Seller may cancel the EasyREC arrangement. Seller will complete Schedule A to reassign unit back to Seller’s reactivated SREC tracking account. SRECTrade will then transfer all of Seller’s unsold SRECs from SRECTrade’s account to Seller’s account. All of Seller’s future SRECs will be deposited into the Seller’s account.

6.2. Change Minimum Price. Seller may change the Minimum Price.

6.3. Hold SRECs. Seller may instruct SRECTrade to hold Seller’s SRECs.

6.4. Retire SRECs. Seller may opt to have SRECTrade retire Seller’s unsold SRECs.

6.5. Transfer SRECs to Another Person. Seller may instruct SRECTrade to transfer Seller’s unsold SRECs to any person with an account in the same tracking platform. To affect such a transfer, Seller must supply SRECTrade with that person’s account name identification. The minimum service fee of $5 per SREC applies for such transfers.

6.6. Effectivity Date and Time. Any instructions from the Seller for SRECTrade to perform any of the actions included here shall be executed in a timely manner by SRECTrade.

7. Cancellation. SRECTrade reserves the right to cancel this agreement at any time. In this event, SRECTrade shall notify Seller via e-mail and shall transfer all of Seller’s unsold SRECs from SRECTrade’s tracking account to Seller’s tracking account. All of Seller’s future SRECs will be deposited into the Seller’s account.

8. Entire Agreement. This is the entire agreement between the parties with respect to EasyREC. On this matter, this agreement replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.

9. Successors and Assignees. This agreement binds and benefits the heirs, successors, and assignees of the parties.

10. Governing Law. This agreement will be governed by and construed in accordance with the laws of the state of Delaware.

11. Waiver. If one party waives any term or provision of this agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time.

12. Severability. If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.