TERMS OF USE

Introduction

Welcome, and thank you for your interest in ION Clean Energy, Inc. (“ION“, “we” or “us“) and our website at www.ioncleanenergy.com. These Terms of Use pertain only to your use of the Site and not to any of our other products or services. These Terms of Use are a legally binding contract between you and ION regarding your use of the site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY ACCESSING OR OTHERWISE USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TOBE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ION’S PRIVACY POLICY(TOGETHER, THESE “TERMS“). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE WEBSITE, AND ION’S PROVISION OF THE WEBSITE TO YOU, CONSTITUTES AN AGREEMENT BETWEEN IONAND YOU TO BE BOUND BY THESE TERMS.

You must be at least 18 years old to use the ION website. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the site; and (c) your use of the site is in compliance with any and all applicable laws and regulations.If you are an entity, organization, or company, the individual accepting theseTerms on your behalf represents that he or she has authority to accept theseTerms on behalf of such entity, organization or company.

Ownership

The website and all visual interfaces, graphics, design, compilation, information, data, computer code, products, software, services and all other elements of the website (“Materials”) are owned and operated by ION.

Trademarks and Copyrights

The ION Materials are protected by copyrights, patents, trade secrets or other proprietary rights (“Copyrights”). Some of the characters, logos or other images incorporated by ION on the website are also protected as registered or unregistered trademarks, trade names and/or service marks owned by ION or others (“Trademarks”). Where we have included Trademarks of our customers, vendors, licensors or licensees, such Trademarks are owned or licensed by such customer, vendor, licensor or licensee. ION respects the intellectual property rights of others and requires users of our website to do the same.

Your Use of Material

Your right to make use of the ION website and any Material or other content appearing on it is subject to your compliance with these Terms. Modification or use of the Material or any other content on the ION website for any purpose not permitted by these Terms is prohibited and may be a violation of the Copyrights and/or Trademarks.

You may access and display Material and all other content displayed on the ION website for non-commercial, personal use on a single computer only. TheMaterial and all other content on the ION website may not otherwise be copied, reproduced, republished, uploaded, posted, transmitted, distributed or used in any way unless specifically authorized by ION. Any functionality built into theION website to share or distribute content (such as links to social media) can be considered expressed consent by ION to utilize that functionality as intended. Any authorization to copy Material granted by ION in any part of the website for any reason is restricted to making a single copy for non-commercial, personal use on a single computer only, and is subject to your keeping intact all copyright and other proprietary notices. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the website or any portion thereof; (b)make modifications to the website; (c) interfere with or circumvent any feature of the website, including any security or access control mechanism; or (d) decompile, reverse engineer, disassemble, or otherwise reduce the code used in any software on the ION website into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software. If you are prohibited under applicable law from using the website, you may not use it.

Linked Websites

TheION website may contain links to external, third-party web sites along with relevant commentary. By providing links to other sites, ION does not guarantee, approve, or endorse the information or products available at these sites, nor does a link indicate any association with or endorsement of or from the linked site. ION does not operate or control and has no responsibility for the information, products and/or services found on any external sites. Nor does it represent or endorse the accuracy or reliability of any information, products and/or services provided on or through any external sites, including, without limitation, warranties of any kind, either express or implied, warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose.

Visitors to the ION website assume complete responsibility and risk in their use of any external sites. Visitors should direct any concerns regarding any external link to its site administrator or webmaster.

Modification of the Site

ION reserves the right to modify or discontinue the website at any time (including by limiting or discontinuing certain features of the website), temporarily or permanently, without notice to you. ION will have no liability for any change to the website or any suspension or termination of your access to or use of the website.

Disclaimer of Warranties

YOUR USE OF THE ION WEBSITE IS AT YOUR OWN RISK. ION AND ALL THE MATERIALS,INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THE ION WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ION WEBSITE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ION’S WEBSITES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ION DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USEOR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES,SERVICES OR OTHER CONTENT IN THE ION WEBSITE OR ANY SITES LINKED TO ION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ION MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES,SERVICE OR OTHER CONTENT IN THE ION WEBSITE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ION ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF ION IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TOYOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

ION DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT,PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE)RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE ION WEBSITE OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE ION WEBSITE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF IONHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION,YOU (AND NOT ION) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TOYOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Termination

If you violate any provision of these Terms, your authorization to access the website and these Terms automatically terminate. In addition, ION may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the website, at any time for any reason or no reason, with or without notice. Upon termination, your rights here under will terminate and you must immediately cease all use of the website. Sections entitledIntroduction, Ownership, Disclaimer of Warranties, Limitation of Liability,Indemnity, Governing Law and Miscellaneous will survive termination.

Indemnity

To the fullest extent permitted by law, you are responsible for your use of the website, and you will defend and indemnify ION and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “ION Entities“) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the website; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c)your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d)any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Claims of Copyright Infringement

If you believe that any content appearing on the ION website infringes on your copyright please let us know. Provide the following information to us as completely as possible by emailing to ____________@ioncleanenergy.com and we will promptly remove the infringing material.

(a)your name, address, telephone number, and e-mail address;

(b)a description of the copyrighted work that you claim has been infringed;

(c)the exact URL or a description of each place where alleged infringing material is located;

(d)a statement by you that you have a good faith belief that the disputed use has not been authorized by you, your agent, or the law;

(e)your electronic or physical signature or the electronic or physical signature of the person authorized to act on your behalf; and

(f)a statement by you made under penalty of perjury, that the information in your notice is accurate, that you are the copyright owner or authorized to act on the copyright owner’s behalf

Please also note that under Section 512(f) of the Copyright Act any person who knowingly materially misrepresents that material or activity is infringing maybe subject to liability.

Governing Law

These Terms are governed by the laws of theState of Colorado without regard to conflict of law principles. All disputes arising out of these Terms are subject to the sole and exclusive jurisdiction of the state and federal courts located within Boulder and Denver Counties,Colorado and you and ION submit to the personal and exclusive jurisdiction of these courts. We operate the website from our offices in Colorado, and we make no representation that Materials included in the website are appropriate or available for use in other locations.

Privacy Policy

Please read the ION Privacy Policy here carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Notification of Changes

ION reserves the right to modify these Terms from time to time and without notice to you. Please check these Terms periodically for changes. By using the website after changes are published, you agree to the updated terms. Disputes arising under theseTerms will be resolved in accordance with the Terms that were in effect at the time the dispute arose.

Consent to Electronic Communications

By using the website, you consent to receiving certain electronic communications from us as further described in ourPrivacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information

The website is offered by ION Clean Energy,Inc. located at 5280 Sterling Circle, Boulder, Colorado 80301. You may contact us by sending correspondence to that address or by emailing us at ______@ioncleanenergy.com.

International Use

The website is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the website from countries or territories or by individuals where such access is illegal is prohibited. If local laws prohibit you from using the website, you may not do so.

Miscellaneous

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and ION regarding your use of the website. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at anytime without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means“including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Last updated April XX, 2023