WEBSITE TERMS OF USE

THESE TERMS AND CONDITIONS OF USE (THE “TERMS OF USE”) GOVERN YOUR USE OF THE WEB SITE LOCATED AT WWW.powerwatch2.COM, AND ANY SUBDOMAINS OF WWW.powerwatch.COM (COLLECTIVELY, THE “SITE”). THE SITE IS THE PROPERTY OF SILICIUM ENERGY, INC. (REFERRED TO HEREIN AS “MATRIX INDUSTRIES”). BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

Matrix Industries reserves the right, at its sole discretion to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Matrix Industries grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Content

Certain information, documents, materials and services provided on and through the Site, including content, logos, graphics and images (together, the “Materials”) are made available to you by Matrix Industries and are the copyrighted and/or trademarked work of Matrix Industries or Matrix Industries’ contributors.

Matrix Industries grants you a limited, personal, non-exclusive, non-transferable and non-sublicensable license to use and to display the Materials on the Site solely for your personal use. Except for the license set forth in the preceding sentence above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms of Use. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Site or any Materials.

Certain information and other content may be the material of third-party licensors and suppliers to Matrix Industries (including, without limitation, certain third party logos and trade names (“Third Party Content”)). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your personal computer solely for your personal use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. MATRIX INDUSTRIES DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Prohibited Uses

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Materials, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Materials, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Matrix Industries server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Matrix Industries to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Matrix Industries’ systems or networks, or any systems or networks connected to the Site or to Matrix Industries.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Matrix Industries on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Materials for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Matrix Industries or others.

Privacy Policy

Matrix Industries’ Privacy Policy, which can be found at www.powerwatch2.com/Privacy , applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Referral Program

Matrix Industries may from time to time offer you the opportunity to earn certain rewards by referring contact to register with Matrix Industries via a referral program (the “Program”).

Anyone eligible for participation in the Program who has made a referral shall become a “Referrer.” Referrers may not refer themselves or create multiple, fictitious or fake accounts with Matrix Industries or be referred by another Referrer. No Referrer may use the Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Program. In addition, you may not (i) tamper with the Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot or other device or artifice to participate or receive any benefit in the Program.

Each Referrer is the actual sender of the emails and must comply with applicable law. Referrals must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. By submitting any email address as part of the Program, the Referrer represents that he/she has the appropriate permission and consent. Bulk email distribution, distribution to strangers, or any other use of the services described herein in a manner that is not promoted is expressly prohibited and may be grounds for immediate termination and further legal action. Matrix Industries has no obligation to monitor the Program or any communications; however, Matrix Industries may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program. Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify the Program Entities against any liabilities, costs and expenses it incurs as a results of such spam.

Employees of Matrix Industries or any of its or their subsidiaries, affiliates or promotional agencies are not able to participate in the Program.

Matrix Industries reserves the right to cancel, modify or terminate the Program at any time for any reason. Matrix Industries reserve the right to disqualify any Referrer at any time from participation in the Program if he/she does not comply with any of these Terms of Use or for any other reason in Matrix Industries’ absolute discretion.

The Program is void where prohibited by law.

Links to Third Party Sites

This Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Matrix Industries’ control, and Matrix Industries is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Disclaimers

MATRIX INDUSTRIES DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. MATRIX INDUSTRIES CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. MATRIX INDUSTRIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MATRIX INDUSTRIES DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY MATRIX INDUSTRIES SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST MATRIX INDUSTRIES FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Matrix Industries reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

Except where prohibited by law, in no event will Matrix Industries be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Matrix Industries has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms of Use, Matrix Industries is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Materials, Matrix Industries’ liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the six months prior to the date of the initial claim made against Matrix Industries (but not including the purchase price for any Matrix Industries hardware or software products), or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Indemnity

You agree to indemnify and hold Matrix Industries, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Matrix Industries by any third party due to or arising out of or in connection with your use of the Site.

Violation of These Terms of Use

Matrix Industries may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Matrix Industries’ rights or property, or the rights or property of visitors to or users of the Site, including Matrix Industries’ customers. Matrix Industries reserves the right at all times to disclose any information that Matrix Industries deems necessary to comply with any applicable law, regulation, legal process or governmental request. Matrix Industries also may disclose your information when Matrix Industries determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Matrix Industries may preserve any transmittal or communication by you with Matrix Industries through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Matrix Industries determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Matrix Industries, its employees, users of or visitors to the Site, and the public.

You agree that Matrix Industries may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Matrix Industries, for which monetary damages would be inadequate, and you consent to Matrix Industries obtaining any injunctive or equitable relief that Matrix Industries deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Matrix Industries may have at law or in equity.

You agree that Matrix Industries may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Matrix Industries does take any legal action against you as a result of your violation of these Terms of Use, Matrix Industries will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Matrix Industries. You agree that Matrix Industries will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in San Mateo County, California, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Matrix Industries and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Severability

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Matrix Industries with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Matrix Industries with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with Matrix Industries, Matrix Industries will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. Matrix Industries’ failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Matrix Industries of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Matrix Industries and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Local Laws; Export Control

Matrix Industries controls and operates the Site from its headquarters in the United States of America and the Materials and/or Third Party Content may not be appropriate or available for use in other locations. If you use the Site outside the United States of America, you are responsible for following applicable local laws.