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TERMS OF SERVICE

GRN Energy

Strategic Infrastructure, Energy & Advisory Services

Effective Date: [Insert Date]
Website: https://grn-energy.com
Jurisdiction: Delaware, United States

1. INTRODUCTION

These Terms of Service (“Terms”) govern all services, engagements, consultations, transactions, introductions, advisory activities, sourcing opportunities, and interactions between GRN Energy (“GRN Energy”, “GRN”, “Company”, “we”, “our”, or “us”) and any client, partner, investor, operator, developer, institution, or third party (“Client”, “you”, or “your”).

By accessing our website, requesting information, engaging our services, entering discussions, executing agreements, submitting payments, or participating in any transaction involving GRN Energy, you acknowledge and agree to these Terms.

2. COMPANY POSITIONING & NATURE OF SERVICES

GRN Energy operates as a strategic infrastructure advisory and opportunity origination platform focused on:

  • Energy infrastructure

  • AI infrastructure

  • High-performance computing (HPC)

  • Data centers

  • Powered land sourcing

  • Bitcoin mining infrastructure

  • Renewable energy

  • Energy brokerage

  • Emerging market infrastructure

  • Infrastructure development support

  • Strategic partnerships

  • Investor relations

  • Infrastructure sourcing

  • Project origination

  • Market-entry strategy

  • Advisory and consulting services

Services may include consulting, sourcing, brokerage support, introductions, strategic advisory, feasibility assessments, project development support, infrastructure analysis, business development, or related professional services.

All services are provided on a commercially reasonable and best-effort basis unless otherwise expressly agreed in writing.

3. ENGAGEMENT PROCESS

GRN Energy may require one or more of the following prior to commencing services:

3.1 Initial Consultation

An introductory consultation may be conducted to evaluate project feasibility, strategic alignment, commercial suitability, and engagement scope.

Consultation fees may apply.

3.2 Mutual Non-Disclosure Agreement (MNDA)

For confidential discussions, infrastructure opportunities, financing discussions, investor relations, strategic introductions, or proprietary information exchange, GRN Energy may require execution of:

  • Mutual Non-Disclosure Agreements (MNDA)

  • Confidentiality Agreements

  • Non-Circumvention Agreements

  • Compliance documentation

No confidential information exchange shall be deemed protected unless covered under an executed written agreement.

3.3 Consulting Agreement

Professional advisory or consulting services may require a separate Consulting Agreement defining:

  • scope of work

  • timelines

  • deliverables

  • fees

  • payment milestones

  • intellectual property

  • confidentiality

  • limitations of liability

3.4 Retainer Agreement

Certain services may require a monthly, project-based, or fixed-term retainer agreement.

Retainer services may include:

  • ongoing strategic advisory

  • infrastructure sourcing support

  • investor introductions

  • business development

  • project oversight

  • transaction support

  • strategic consulting availability

Unless otherwise stated in writing, retainers are non-refundable.

3.5 Assignment Agreement

Infrastructure opportunities, sourcing mandates, strategic relationships, brokerage arrangements, or transaction-based engagements may require an Assignment Agreement defining:

  • exclusivity

  • authority

  • project scope

  • commercial rights

  • compensation

  • timelines

  • responsibilities

4. FEES & PAYMENT TERMS

4.1 Upfront Payments

GRN Energy may require:

  • upfront deposits

  • prepaid consulting fees

  • sourcing fees

  • due diligence fees

  • retainers

  • milestone payments

  • advisory fees

  • infrastructure assessment fees

prior to initiating services.

4.2 Non-Refundable Fees

Unless otherwise expressly agreed in writing, the following fees are non-refundable once services commence:

  • consultation fees

  • retainers

  • research fees

  • sourcing fees

  • strategic advisory fees

  • infrastructure analysis fees

  • due diligence expenses

4.3 Payment Terms

Invoices are due according to the terms stated on the applicable invoice or agreement.

Late payments may result in:

  • suspension of services

  • delayed deliverables

  • termination of engagement

  • additional fees

  • interest charges

  • collection proceedings

4.4 Third-Party Costs

The Client may be responsible for additional expenses including:

  • travel

  • legal review

  • engineering reports

  • environmental assessments

  • permitting

  • inspections

  • technical consultants

  • government fees

  • infrastructure studies

  • compliance verification

where applicable.

5. COMMISSION & SUCCESS FEES

5.1 Commission Eligibility

GRN Energy may be entitled to commissions, success fees, referral fees, advisory compensation, brokerage fees, recurring participation, equity interests, token allocations, or transaction-based compensation arising from:

  • infrastructure projects

  • energy transactions

  • financing arrangements

  • investor introductions

  • powered land opportunities

  • data center transactions

  • mining infrastructure

  • strategic partnerships

  • acquisitions

  • joint ventures

  • renewable energy projects

  • digital infrastructure opportunities

where GRN Energy directly or indirectly facilitated, advised, introduced, sourced, negotiated, structured, or materially contributed to the opportunity.

5.2 Compensation Structures

Compensation structures may include:

  • fixed commissions

  • percentage-based commissions

  • retainers

  • milestone payments

  • recurring revenue participation

  • equity participation

  • carried interest

  • token allocations

  • referral compensation

  • performance-based incentives

unless otherwise agreed in writing.

5.3 Protected Transactions

GRN Energy shall remain entitled to compensation for transactions resulting from opportunities introduced, sourced, facilitated, or materially influenced by GRN Energy during the engagement period and for a protection period of:

Twenty-Four (24) months following termination of the relationship unless otherwise agreed in writing.

5.4 Non-Circumvention

The Client agrees not to directly or indirectly circumvent GRN Energy in any transaction, relationship, introduction, partnership, negotiation, or opportunity introduced or facilitated by GRN Energy.

This includes dealings through:

  • affiliates

  • subsidiaries

  • intermediaries

  • brokers

  • investors

  • consultants

  • family offices

  • strategic partners

  • related entities

without prior written authorization from GRN Energy.

5.5 Payment Timing

Unless otherwise agreed in writing, commissions or success fees become due immediately upon:

  • contract execution

  • transaction closing

  • funding

  • revenue generation

  • project commencement

  • partnership formation

  • asset acquisition

  • commercial activation

or any materially equivalent event.

6. ACCURACY, TRUTHFULNESS & CLIENT REPRESENTATIONS

The Client represents and warrants that all information, documentation, financial information, technical specifications, ownership details, project information, operational information, regulatory disclosures, and materials provided to GRN Energy are:

  • truthful

  • accurate

  • complete

  • current

  • not misleading

to the best of the Client’s knowledge.

The Client agrees not to knowingly provide:

  • false information

  • fraudulent documentation

  • manipulated data

  • misleading statements

  • inaccurate financial information

  • undisclosed material risks

  • incomplete disclosures

  • misrepresentations regarding ownership, authority, compliance, funding, or operational capability

GRN Energy relies upon information provided by the Client and third parties in performing advisory, consulting, sourcing, brokerage, infrastructure, and strategic services.

GRN Energy shall not be liable for damages, delays, failed transactions, regulatory consequences, or commercial outcomes resulting from inaccurate, incomplete, misleading, or fraudulent information provided by the Client or third parties.

GRN Energy reserves the right to:

  • suspend services

  • terminate engagements

  • refuse transactions

  • withdraw from negotiations

  • report unlawful conduct where legally required

if false, misleading, incomplete, or potentially fraudulent information is identified.

The Client further agrees to promptly notify GRN Energy of any material changes affecting previously provided information.

7. KYC, AML & COMPLIANCE

GRN Energy reserves the right to conduct Know Your Customer (“KYC”), Anti-Money Laundering (“AML”), sanctions screening, counterparty verification, and compliance reviews prior to entering into or continuing any engagement, transaction, advisory relationship, or strategic partnership.

The Client agrees to provide, upon request:

  • government-issued identification

  • corporate registration documents

  • beneficial ownership information

  • proof of address

  • corporate structure documentation

  • authorized signatory verification

  • licensing information

  • tax identification documentation

  • source of funds documentation

  • proof of funds

  • banking references

  • investor verification

  • other reasonable compliance documentation

GRN Energy reserves the right to refuse or terminate engagements where:

  • compliance concerns exist

  • sanctions risks are identified

  • verification requirements remain incomplete

  • reputational concerns arise

  • fraudulent activity is suspected

The Client represents that it is not engaged in unlawful activity, sanctions violations, money laundering, terrorism financing, fraud, or prohibited financial conduct.

8. PROOF OF FUNDS

GRN Energy may require proof of funds (“POF”) or financial capability verification before:

  • commencing certain engagements

  • allocating resources

  • sharing confidential opportunities

  • facilitating transactions

  • introducing counterparties

  • conducting advanced negotiations

  • initiating infrastructure sourcing

Acceptable proof may include:

  • bank comfort letters

  • proof of liquidity

  • attorney verification letters

  • institutional references

  • audited financial statements

  • escrow confirmations

  • capital commitment documentation

  • investor verification documents

GRN Energy reserves the right to independently validate or request supplemental verification regarding proof of funds documentation.

9. CONFIDENTIALITY

Both parties agree to maintain confidentiality regarding:

  • proprietary business information

  • infrastructure opportunities

  • investor information

  • pricing

  • technical information

  • trade secrets

  • strategic relationships

  • financial information

subject to applicable confidentiality agreements.

10. NO GUARANTEE OF RESULTS

GRN Energy provides strategic advisory and professional services only.

GRN Energy does not guarantee:

  • financing approval

  • investment returns

  • energy pricing

  • infrastructure availability

  • project completion

  • profitability

  • transaction closings

  • regulatory approvals

  • operational success

  • commercial outcomes

All business decisions remain solely the responsibility of the Client.

11. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials produced by GRN Energy remain the intellectual property of GRN Energy, including:

  • reports

  • analyses

  • presentations

  • methodologies

  • frameworks

  • strategic documentation

  • advisory materials

  • market assessments

Clients may not reproduce, distribute, disclose, or resell such materials without written authorization.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law, GRN Energy shall not be liable for:

  • indirect damages

  • consequential damages

  • lost profits

  • investment losses

  • business interruption

  • infrastructure delays

  • market fluctuations

  • regulatory outcomes

  • third-party actions

Total liability shall not exceed the fees paid by the Client for the specific services giving rise to the claim.

13. INDEPENDENT CONTRACTOR STATUS

GRN Energy acts solely as an independent contractor unless otherwise agreed in writing.

Nothing in these Terms creates:

  • partnership

  • joint venture

  • fiduciary relationship

  • agency relationship

  • employment relationship

between the parties.

14. TERMINATION

Either party may terminate an engagement subject to the applicable agreement terms.

Termination shall not affect obligations relating to:

  • unpaid fees

  • commissions

  • confidentiality

  • intellectual property

  • non-circumvention

  • compliance obligations

  • surviving contractual rights

15. GOVERNING LAW & JURISDICTION

These Terms of Service and any related agreements shall be governed by and construed in accordance with the laws of the:

State of Delaware, United States of America

without regard to conflict of law principles.

Any disputes arising from these Terms, related agreements, engagements, or transactions shall first be addressed through good-faith negotiation.

If unresolved, disputes may be resolved through:

  • confidential mediation

  • binding arbitration

  • or courts located in Delaware, United States

unless otherwise specified in a separate written agreement.

The parties agree to submit to the jurisdiction of Delaware for purposes of resolving disputes arising under these Terms.

16. WEBSITE DISCLAIMER

Information provided on the GRN Energy website is for informational purposes only and does not constitute:

  • investment advice

  • legal advice

  • tax advice

  • engineering certification

  • securities advice

  • financial advisory services

Users should conduct their own independent due diligence before making business, financial, investment, or operational decisions.

17. SUPPLEMENTAL AGREEMENTS

The Client acknowledges that additional agreements, schedules, statements of work, assignment agreements, commission agreements, retainers, consulting agreements, MNDAs, compliance documents, or transaction-specific contracts may further define, expand, modify, or supplement the relationship between the parties.

In the event of any conflict between these Terms and a separately executed written agreement, the separately executed agreement shall govern with respect to the specific transaction or engagement.

18. ACCEPTANCE

By engaging with GRN Energy, requesting services, submitting payments, executing agreements, or utilizing our services, the Client acknowledges and accepts these Terms of Service.

Strategic Positioning Statement

GRN Energy operates as:

“A strategic infrastructure advisory and opportunity origination platform focused on energy, AI infrastructure, digital infrastructure, emerging markets, and high-value infrastructure development opportunities.”

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