Wed, Apr 3, 2024

by Francie Jain

The Human Capital Tsunami

Less than a month from now, in April 2024, we’re expecting the U.S. Securities and Exchange Commission (SEC) to announce new human capital disclosure requirements. We’ll be curious to learn how the SEC views key workforce risks for publicly-traded companies. But more importantly, the very fact that these regulations now exist marks the beginning of a shift for anyone who works in, with, or adjacent to Human Resources (HR).

This article’s authors, Eduardo Villegas and Francie Jain, haven't seen much commentary about the impending SEC Human Capital disclosures in HR-specific, popular, or even social media, but they believe it should be easy for all people, not just accountants, to understand the new disclosures and their possible ripple effects.

If we can envision so much change, why is no one talking about the impact of the human capital disclosures? Maybe we’re the ones we’re waiting for! Eduardo and Francie decided to write this article to inform business people everywhere about the short and long-term implications of the new SEC Human Capital disclosures.

Why us?

Eduardo is a former CFO who worked for a multinational pharmaceutical company for over 25 years in Latin America, South Asia, and the U.S. He transitioned to executive coaching to help leaders expand their perspectives in order to amplify their influence.

Francie is the Founder of Terawatt, an online marketplace for Human Capital solutions. Terawatt connects vetted experts to companies who’re looking to solve specific problems and achieve top-tier company-level results.

Let's Get Started

We’ve arranged this article into three sections. Let’s dig in.

What are the new Human Capital SEC disclosures and why are they important?
How can we effectively and ethically measure the value of an organization’s Human Capital?
How will these disclosures change the role of Human Resources? How can organizations proactively address these changes?

At the bottom of the article, we provide a summary of our discussion as well as links to resources mentioned throughout the article.

What are the new Human Capital SEC disclosures and why are they important?

Within accounting, there’s a concept of intangible assets, defined as non-physical assets with a monetary value. This is in contrast to physical assets with a value, such as an office building or an investment security like a bond. Examples of intangible assets include copyrights held, goodwill (the difference between the book and sell-value of your company), or patents, and U.S. exchange-traded companies must disclose and value them. Over the years, a lesser-known intangible asset, Human Capital, has seen increased U.S. and international interest from regulatory bodies, academics, pensions, think tanks, and unions.

In 2020 the SEC announced their first disclosure requirements for material Human Capital risks. (In this context “materiality” is defined as 1-10% of a company's value.) Human Capital disclosures are intended to make it easier for outsiders to understand company relationships with their employees, whether the relationships lead to value-creation or destruction, and how these relationships position a company relative to its peers. Before the human capital disclosure rule was announced, there was no requirement. Publicly-traded companies were able to decide for themselves whether human capital should be reported in its company filings.

In our minds, the SEC’s Human Capital disclosure rules are exciting because we expect them to ultimately lead to best practices sharing and insight into company values. Once companies report on human capital, meaning when they discuss in paragraph form, via a line item on their income statement, or via financial metrics, we'll better understand that company’s priorities and values. Instead of just saying, “employees are our greatest asset,” companies will show us their values through how they spend money, hire and retain employees, etc.

We believe employees will be as interested in Human Capital reporting as Sustainability/Environmental Reporting

The other reason this change is noteworthy is that it’s likely to trickle down to private companies. Take the precedent of Sustainability & Environmental reports. Many groups have long argued about the importance of understanding publicly traded companies’ relationship to the environment and the related risks. Because of the broad stakeholder interest, 90% of the companies on the S&P 500 publish voluntary sustainability reports, source here. And in Terawatt’s polling, we’re seeing similar numbers among private companies. We contend that, similar to Environmental & Sustainability, Human Capital will become commonly reported.

Some observers note that while there is indeed near universal environment reporting, but the content of the reports varies widely, and for many companies the reports are more akin to marketing without any quantification of risk. Just now (early March 2024), the SEC announced Sustainability disclosure requirements, creating more structure and uniformity in how companies disclose environmental risks.

Before we go any further, what is Human Capital?

The Oxford Dictionary defines Human Capital as: “The skills, knowledge, and experience possessed by an individual or population, viewed in terms of their value or cost to an organization or country.”

The SEC defines Human Capital as: “Human capital can be considered the collective knowledge, skills, and experiences of the workforce that powers economic growth."

Since 2017, the SEC has been collecting public comments and recommendations on how publicly traded companies should disclose Human Capital management policies and performance. A range of stakeholders, investors, unions, academics, and more, have been making the case for years that publicly traded companies should be more transparent about their relationship with their employees. You can read all of the public comments here.

“It's just time to acknowledge that people are not widgets.” - Former SEC Chairman Jay Cayton (8/26/2020)

In 2020, the SEC announced the requirement of human capital disclosures for the first time. Former SEC Chairman Jay Clayton, mandated that publicly-traded companies must describe all material Human Capital resources, measures and objectives.

In the August 2020 announcement, the SEC didn’t specify how companies must report these resources, measures and objectives, but rather it gave companies broad discretion to convey what they considered material and important for investors to know. So for the past four years, companies have enjoyed a lot of discretion as they met this requirement.

We’re seeing the SEC get more specific about the kind of disclosures that are required. In September 2023, the SEC’s Investor Advisory Committee (IAC) voted to support a recommendation that publicly-traded companies disclose specific information related to their human capital management practices in their annual 10-K filings. We’ll be interested to see how the final disclosure requirements relate to the IAS recommendations.

The IAC recommended the following Human Capital disclosures:

Employee headcount, broken down by full-time, part-time and contingent workers
Employee turnover
Total cost of people spend, broken down by compensation type
Workforce demographic data
Discussion of how labor practices, compensation incentives, and staffing fit within the firm’s broader strategy

What does today’s Human Capital reporting look like?

In John Deere’s 2023 Annual Report, known as the 10-K, the company’s Income Statement line item of Sales, General & Administrative (SG&A) did not break out Human Capital as a separate line item.

In John Deere’s Business Section, written in paragraph form, the company devoted 17 paragraphs to Human Capital and noted its corporate motto of, “We run so life can leap forward” inspires its workers. It went on to speak about training employees on this code of conduct, having employees certify their code of conduct training, and the use of a scorecard to measure and innovate on worker safety. The company also noted that it supports 13 Employee Resource Groups (ERGS) and recruits employees from a diverse set of colleges, universities, and associations.

Very few risks were mentioned nor was there much mention of non-risk items beyond the ERGs and recruiting. The one risk that caught our attention was John Deere’s reporting of a lack of guarantee to renew collective bargaining agreements. 34% of its U.S. employees are covered in collective bargaining agreements, so this is surely material.

The two metrics discussed in the Human Capital business section are related to worker safety and injuries. The company noted A) a total recordable incident rate of 2.08 and B) a lost time frequency rate of 0.65.

For all of our excitement about what could be in the Human Capital discussion section, John Deere’s Human Capital discussion left us wanting more.

Questions we had:

What is the gender, racial and ethnic breakdown of its employees?
How much money, in total and per employee, is devoted to Learning & Development (L&D)? How does the company allocate L&D among employees?
How much money does the company invest in employees’ physical and mental well-being?
Which Human Capital metrics (HCM) does the company believe effectively explain employee contribution?
As a heavy machine manufacturer, does the company expect human capital, as a percentage of market value, to increase or decrease over the next 5-10 years?

Why now?

When former Chairman Jay Clayton announced the new Human Capital disclosure rule, he cited a 300% increase in human capital over the past 30 years. Modern companies acknowledge that their successes and failures are due not only to strategy and market conditions, but also to their employees’ contributions.

To put this statistic into greater relief, Ocean Tomo published research (below chart) showing 90% of the S&P 500’s market value of S&P 500 comes from intangible assets, which for most companies is Human Capital. In other words, in the 1980s and before, the majority of a company’s value was derived from physical assets like real estate and machinery. But in the information age, company value is derived from employee contribution.

Ocean Tomo's Intangible Asset Value Market Value Study (2022)

“The proposed rules would require disclosure about a registrant’s workforce and compensation policies, practices, and workforce stability.” - Gary Gensler (April, 2021)

How will the addition of Human Capital reporting change internal company operations?

We believe the following people will find the SEC’s Human Capital reporting valuable and may experience a meaningful change in their work:

L&D advocates and practitioners
Champions of Human Capital best practices
Job seekers searching for employers supporting professional development
Anyone who wants to learn about a publicly-traded company’s culture
Leaders driving their company toward a public offering
Recruiters utilizing Human Capital to achieve a competitive advantage
Did we miss anyone? Who else should be added to this list?

Additionally, we can imagine that work will change as a result of the new SEC Human Capital disclosures. As these standards mature, we anticipate the following internal changes:

HR budgeting process
Increased CEO & CFO involvement and judgment of Human Capital related decisions
Determining how HR and Finance departments approve training and hire contractors
Measuring employee buy-in for L&D and other learning opportunities
Tracking L&D outcomes in order to create new and sophisticated Key Performance Indicators (KPIs)
What changes do you foresee?

The new SEC Human Capital disclosures obviously impact the Finance and Human Resource departments, but they less obviously affect all of the other company departments. As a result, we expect to see changes in the way that HR makes decisions and how many stakeholders are involved in those decisions. Plus, we contend that most medium and large-sized private companies will begin reporting on Human Capital topics in the coming years.

We believe Human Capital reporting is just as interesting to potential employees as Environmental & Sustainability reporting

How can we effectively measure the value of an organization’s Human Capital?

For many private companies, Human Capital will be treated the same way as the environment and sustainability–a chance to discuss and put metrics to a company’s values and priorities. Plus, any privately-held company preparing for an IPO will start to test metrics and a narrative message that aligns with company strategy.

Intuitively we can agree that engaged employees are more efficient than disengaged employees, we want resilient rather than feeble teams, resourceful rather than unresourceful, inspired versus apathetic, and solution-oriented employees are more effective than task-oriented employees.

The good news is that in the past twenty-five years there’s been ample research proving what we suspect about company outcomes for those that support professional development. Below is a list of some of our favorite data relating to the business impact of Human Capital investment.

Company financial performance: In 2023, The McKinsey Global Institute published research analyzing the largest 1,800 global companies, companies with annual revenue over US$100M, and looked at their investment in employee professional development. The highest professional development spenders made up the top decile of the 1,800 employers that achieved economic profitability, with a return, versus their peers, on invested capital of 4.3x, and a ratio of economic profit to revenue of 4.2x. Source here
Customer Service costs: In 2000, Dr. Ann Bartel audited case studies focused on the return on investment for employee training. She cited 1994 research from Jack J. Phillips showing that International Oil Inc.’s investments in customer service training led to a 500% reduction of customer service costs. Source here Human Capital return on investment: The Conference Board published research in 2021 showing that organizations that use Human Capital Analytics (HCA) in their processes have an approximately 270% higher level of return on every $1 invested in Human Capital compared to organizations not using HCA. Source here
Market returns: Dr. Laurie Bassi published a 2004 Harvard Business Review (HBR) piece showing data from three equities portfolios made up of companies investing in employee development at twice the industry norm. These higher investing companies outperformed the S&P 500 the next year by 17% to 35% (range is due to three portfolios). Source here

How can we effectively and ethically measure the value of an organization’s Human Capital?

When we discuss “Human Capital” in this article, also sometimes referred to as “Human Asset Accounting” or “Human Resource Accounting,” we are referring to an organization’s workforce. We are not discussing the value or measurement of a human. Rather, “Human Capital” refers to the value employees and their work bring to their employer’s operations, profitability, and innovation. In our minds, the best rule of thumb for understanding Human Capital is the collective impact an organization’s employees have on the company.

Human Capital Metrics

Within finance, metrics are a commonly-used tool to simplify and standardize information and report on relationships. Right now Human Capital metrics are not part of SEC’s recurrent disclosure requirement, but it does appear there’s growing consensus on the most appropriate financial metrics that companies should use. As of this writing, we don’t know if the below metrics will ultimately gain a consensus view, but it’s worth noting which financial relationships one large asset manager thinks are the most important for understanding human capital risks.

Schroders Asset Management published a set of key Human Capital Metrics via a publicly available report called, Schroders Human Capital Management Research Summary, link here. Below are their four key metrics, along with definitions. To delve deeper into the calculations, please refer to the report.

HCCF- Human Capital Cash Flow “Provides the cost of Human Capital, both immediately and over the long run on a fully-loaded basis. This gives us an understanding of the total investment cost of a firm’s Human Capital.”

HCROI - Human Capital Return on Investment “Explains the fully costed return on monies spent investing in people. This represents the leverage on pay and benefits used to identify the benefits of Human Capital management.”

EEVA - Employee Economic Value Added “Estimates the value employees derive from working at a given organization, adjusted for approximate corporation tax. Used to compare against economic value added to proxy gain-sharing between labor and capital.”

ROPACE - Return on People Adjusted Capital Employed “Allows for the adjustment of Balance Sheet, Profit & Loss (P&L) and Cash Flows to reflect Human Capital as an asset. Allows us to see a fully-loaded return on all types of Human Capital cost, including carving out employee "expense" versus "investment.”

How will these disclosures change the role of Human Resources? How can organizations proactively address these changes?

Chief Executive Officers (CEO) determine broad company goals, and HR leaders translate those goals into processes and budgets. This is typically how People-related work has flowed inside companies. Now that Human Capital resources must be reported, it strikes us that there are two decision-makers involved in Human Resources: Finance and the HR Departments.

We can imagine a world in which the Finance Department will be a participant in translating company goals into HR action. In fact, we can’t imagine a scenario where Finance won’t want to be involved in some of the HR decisions.

No matter how exactly the responsibilities shake out, it's clear to us that going forward HR and Finance will work together to determine the most impactful Human Capital processes. HR leaders are steeped in the research of supporting people, and they can translate goals into action. Some of the more statistically-gifted HR leaders may already have information on the relationship of inputs, effects and interventions they can bring to conversations with the Finance Department.

Do CFOs agree with our ideas? Terawatt is currently conducting a survey on how CFOs view Human Capital, and one of the questions we ask them is how they believe Human Capital operations should be handled. Once we have the CFO perspective on the best way forward, we’ll share with you.

Key Takeaways

Human Capital relevance will continue increasing, not only in public companies but as part of the evolving corporate culture and its relationship to stakeholders. Regulatory bodies will strengthen the reporting and intensify scrutiny. Talents (particularly the younger generations) will review Human Capital disclosures as part of their research before joining any company. What company would you choose to work with? A) A big corporation with a market capitalization value of US$50B showing acceptable Human Capital KPIs, orB) A smaller corporation with a market capitalization of US$7B that shows positive Human Capital KPIs (particularly in terms of employee engagement and team collaboration)?
Measuring intangible assets and their impact is challenging, nevertheless sensible approximations and trend analyses can offer valuable information.At the same time it's important to give ethical consideration to the creation of numbers to describe human work product in order to protect workers’ dignity and contribution. To give you a flavor of the implications of measuring Human Assets, we created a table to translate the relationship of fixed assets to the questions surrounding human work contribution.
Human Capital attention and responsibility will spill outside HR: During the last decades of the 20th century, individual career development rested mostly in the HR department within L&D, its specialty. Later, that responsibility moved towards the managers and then to the individuals. We often heard the motto, “Your career, your responsibility.”

As we move from traditional shareholder capitalism (focused solely on profits and dividends) to stakeholder capitalism (focused on serving all shareholders and society), we see this responsibility spreading to more internal leaders with an emphasis on a new actor: the CFO.

We can envision a host of related articles:

The role of the CFO as we foresee it,
More aspects of ethically measuring Human Capital,
Specific KPIs and how to calculate them, and
How companies can prepare for Human Capital reporting
Future implications for A.I., employee longevity, and any intent to measure Individual Human Capital
If the above topics appeal to you, let us know your comments, questions and suggestions and we will bring them into the discussion.

Key Links

2020 G&A Institute Flash Report https://www.ga-institute.com/russell-1000.html

Since 2017, the list of comments regarding human capital submitted to SEC https://www.sec.gov/comments/4-711/4-711.htm

2020 SEC announcement on Human Capital https://www.sec.gov/news/public-statement/clayton-regulation-s-k-2020-08-26

2024 SEC press release on Climate Related Disclosures https://www.sec.gov/news/press-release/2024-31

John Deere 2023 10-K https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0000315189/000155837023019812/de-20231029x10k.htm

Ocean Tomo chart of human capital as a percentage of market value https://oceantomo.com/intangible-asset-market-value-study/

Introduction to Sustainability Reporting What is Sustainability Reporting? - ESG | The Report https://www.esgthereport.com

Shroders Human Capital Management Research Summary’s human capital metrics https://www.schroders.com/en-us/us/institutional/insights/human-capital-management-research-how-people-are-our-greatest-asset/

The McKinsey Global Institute Research on the company effects of employee professional development https://www.mckinsey.com/mgi/our-research/performance-through-people-transforming-human-capital-into-competitive-advantage#/

Conference Board research on Human Capital investment https://www.conference-board.org/topics/human-capital-benchmarking/accelerating-value-by-using-HCA

Jack J. Phillips, published in Handbook of Training Evaluation, (1994) cited by Anne Bartel in 2000 https://www0.gsb.columbia.edu/faculty/abartel/papers/measuring_employer.pdf

Dr. Lauri Bassi, Training return on investment https://www.mcbassi.com/documents/HCMPredictsStockPrices.pdf and https://hbr.org/2004/03/hows-your-return-on-people

SEC’s expected clarification on Human Capital, April 2024. Exact date TBA

About the Authors

Eduardo Villegas, PCC Mission – Eduardo Villegas Oficial

Eduardo’s vision is expanding the perspective of leaders, from first-time managers to C-suite executives, to amplify their positive impact. After 25+ years of international corporate exposure leading finance teams, he transitioned to a full coaching practice focused on leadership. Eduardo was born in Caracas and has an accounting degree from Universidad Nacional Abierta in Venezuela, a master's degree in Economics from Universidad Francisco Marroquin in Guatemala, and finance and leadership executive training at Harvard, Tulane, and Boston University Schools of Business. Eduardo is a Professional Certified Coach by the ICF.

Francie Jain, Terawatt

Francie believes supporting people to achieve their potential creates a ripple effect in every community. After a career in alternative asset marketing, she became obsessed with professional development for individuals. She founded Terawatt to make it easy to be great. Francie earned an AB from Princeton University and an MBA from The University of Chicago Booth School of Business.

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Responsibility for Content and Privacy.
1. 1. Types of Content. You acknowledge that all files, materials, data, text, audio, video, images or other content, including Terawatt Properties (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Terawatt, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Terawatt Properties (“Your Content”), and that other Users of Terawatt Properties, and not Terawatt, are similarly responsible for all Content they Make Available through Terawatt Properties (“User Content”). User Content includes without limitation, any Content Made Available by Coaches. Terawatt is not responsible for any User Content. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your Content that personally identifies you or any third party. You may not represent or imply to other that Your Content is any way provided, sponsored or endorsed by Terawatt.
  2. No Obligation to Pre-Screen Content. You acknowledge that Terawatt has no obligation to pre-screen Content (including, but not limited to, User Content), although Terawatt reserves the right in its sole discretion to pre-screen, refuse or remove any Content, either fully or partially. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Terawatt pre-screens, refuses or removes any Content, you acknowledge that Terawatt is doing so for the benefit of Terawatt and/or its Users. Without limiting the foregoing, Terawatt shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
  3. Unless expressly agreed to by Terawatt in writing elsewhere, Terawatt has no obligation to store any of Your Content that you Make Available on Terawatt Properties. You are solely responsible for creating and maintaining your own backup copies of Your Content if you desire. Terawatt has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Terawatt Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Terawatt retains the right to create reasonable limits with respect to access, use and storage of the Content, including Your Content, such as limits on who can access Content, file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Terawatt in its sole discretion.
1. 1. Privacy/Data Use. You acknowledge that when you access the Website or use the Services, Terawatt may use automatic means (including, for example, cookies and web beacons) to collect information about you and your use of the Services. You also may be required to provide certain information about yourself as a condition using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others, including Coaches and/or Students. You acknowledge that you have read and agree to Terawatt’s Privacy Policy https://goterawatt.com/privacy-policy which contains information about, and explains, the collection and possible use of personal and other information and material that You provide in connection with your use of the Services. By accessing the Website or using the Services, or otherwise providing information to Terawatt in any format, you are consenting to the terms of Terawatt’s Privacy Policy https://goterawatt.com/privacy-policy.

Ownership.
1. Terawatt Properties. Except with respect to Your Content and User Content, you agree that Terawatt and its suppliers own all rights, title and interest in Terawatt Properties, including any copyrights, patents, trademarks, trade secret or other similar intellectual property rights therein. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Terawatt Properties.
2. Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Terawatt Properties.
3. License to Your Content. Subject to any applicable account settings that you select (if available), you grant Terawatt a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Terawatt Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Terawatt Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Terawatt, are responsible for all of Your Content that you Make Available on or in Terawatt Properties.
4. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on Terawatt Properties, you hereby expressly permit Terawatt to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content. Further, by signing up for a Course, you agree that your name, email and phone number may be disclosed to the Coach offering that Course.
5. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
6. You agree that submission by you of any ideas, suggestions, documents, and/or proposals to Terawatt through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Terawatt has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Terawatt a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Terawatt Properties.

1. User Conduct.As a condition of your use of the Terawatt Properties, you agree not to use Terawatt Properties for any purpose that is prohibited by the Terms or by applicable law. You are solely responsible for the knowledge of and compliance with any laws and regulations that are applicable to you. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Terawatt Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity, or violates any obligation of confidentiality that you owe to any third party; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Terawatt’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes (“thank you notes” and other follow-up communication from Coaches to Students shall comply with any additional guidelines conveyed by Terawatt); (v) impersonates any person or entity, including any employee or representative of Terawatt; (vi) interferes with or attempt to interfere with the proper functioning of Terawatt Properties or uses Terawatt Properties in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Terawatt Properties, including but not limited to violating or attempting to violate any security features of Terawatt Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Terawatt Properties, introducing viruses, worms, or similar harmful code into Terawatt Properties, or interfering or attempting to interfere with use of Terawatt Properties by any other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Terawatt Properties. Please be respectful and abide by the law in all your interactions and activities on the Website. Please ensure that any reviews, blog posts or other content submitted by you represent your true and honest opinions and experiences and do not include false information.

1. Investigations. Terawatt may, but is not obligated to, monitor or review Terawatt Properties and Content at any time. Without limiting the foregoing, Terawatt shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Terawatt does not generally monitor User activity occurring in connection with Terawatt Properties or Content, if Terawatt becomes aware of any possible violations by you of any provision of the Terms, Terawatt reserves the right to investigate such violations, and Terawatt may, at its sole discretion, immediately terminate your license to use Terawatt Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

Interactions with Other Users and Coaches.
1. User Responsibility. You are solely responsible for your interactions with other Users, including Coaches, and any other parties with whom you interact; provided, however, that Terawatt reserves the right, but has no obligation, to intercede in such disputes. You agree that Terawatt will not be responsible for any liability incurred from any claim, injury or damage resulting as the result of such interactions.
2. Content Provided by Other Users. Terawatt Properties may contain User Content provided by other Users. Terawatt is not responsible for and does not control User Content. Terawatt has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
3. The Terawatt Properties may provide Users with access to coaches and instructors who may provide lectures, video instruction and other information and materials related to their particular area of expertise (“Coaches”). These Coaches are not employees of Terawatt, and act as independent contractors. While Terawatt uses reasonable efforts to vet such Coaches, we do not and cannot guarantee that the advice, analysis, content, guidance, or other information provided by these Coaches will appropriately address or satisfy your needs, interests, or a particular issue, or will otherwise be useful. Further, we do not endorse, promote or recommend any advice, analysis, content, guidance, or other information you obtain from any Coaches. Though Terawatt reserves the right to intercede and address any offensive behavior by Coaches, Terawatt is not responsible for any such offensive communication or behavior by Coaches. As such, Terawatt disclaims any representations, warranties or guarantees that any advice, analysis, content, guidance, or other information you obtain through the Terawatt Properties from Coaches will appropriately address or satisfy your needs, interests, or a particular issue, or will otherwise be useful. YOU AGREE THAT NONE OF THE TERAWATT PARTIES (AS DEFINED BELOW) WILL BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN RELATION TO ANY USER CONTENT OR OTHER INFORMATION MADE AVAILABLE BY COACHES, OR IN RELATION TO ANY COACH BEHAVIOR, ACTIONS OR OMISSIONS. YOUR ACCESS AND UTILIZATION OF SUCH USER CONTENT OR INFORMATION IS AT YOUR OWN RISK.

Third-Party Websites and Third-Party Services.
1. Third-Party Websites, Applications & Ads. Terawatt Properties may contain links to third-party websites (“Third-Party Websites”) and applications and technologies (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Terawatt Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of Terawatt, and you agree that it is impossible for Terawatt to monitor such materials. Terawatt is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads nor the links provided therein, and you access and use such materials at your own risk. Terawatt provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
2. Third-Party Services. Terawatt Properties may integrate or otherwise make available on our Website, certain features, functions and services, including applications, software, software-as-a-service, content, questionnaires, personality tests (collectively, “Third Party Services”), that are provided or otherwise made available by third party service providers (“Third Party Providers”). You acknowledge and agree that the availability of such Third Party Services is solely determined by the relevant Third Party Providers. Terawatt will have no liability to you for any unavailability of any Third Party Services, or any Third Party Provider’s decision to discontinue, suspend or terminate any Third Party Services. All right, title and interest in and to any Third Party Services are and shall remain the sole property of their respective Third Party Providers, and such Third Party Providers are intended third party beneficiaries of this Agreement for the limited purpose of enforcing their rights and interests with respect to their Third Party Services hereunder. The Third Party Services may, in each case, be accompanied by a separate terms of use. In order for the Services to communicate with, access or receive relevant information from such Third Party Services, Users may be required to input credentials. By enabling use of the Services with any Third Party Services, User authorizes Terawatt to access User’s accounts with such Third Party Services for the purposes described in these Terms. Terawatt does not guarantee that the Services will maintain integrations with any Third Party Services and Terawatt may disable or deactivate integrations of the Services with any Third Party Services at any time. If Terawatt’s deactivation of an integration will materially impact the Services provided, Terawatt will notify Users of such deactivation. WE DO NOT ENDORSE, AND HEREBY DISCLAIM ALL LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICE.
Fees and Purchase Terms.
1. Fees and Payments to Coaches. All fees for the Services for which fees are charged (“Fees”) are due and payable by you to Terawatt prior to you accessing or utilizing such Services. Fees for Students paying for Services are set forth in the description of the particular Service.
2. Cancellations, Refunds, and Credits. For information regarding cancellation, refunds and credits for all Services, see the Terawatt Cancellation Policy at https://goterawatt.com/cancellationpolicy/.
3. Payment for Services. We currently partner with Stripe, Inc. (“Stripe”) to manage payments. We reserve the right to change payment processors to manage payments. By using our Services you agree to provide Stripe (or any other third party payment provider designated by Terawatt) (“Payment Processor”), accurate, current, complete and authorized information about yourself (and your business if applicable), and your credit, debit or other payment card data. By providing Payment Processor with your payment information, you agree that Terawatt is authorized to immediately charge you for all Fees and charges due and payable to Terawatt hereunder and that no additional notice or consent is required. If any Fee is a set periodic Fee (i.e., monthly charge), you authorize Terawatt to invoice your Account and charge you automatically every period for which payment is due without additional notice to or consent from you. Terawatt reserves the right at any time to change its Fees and/or billing methods, either immediately upon posting on Terawatt Properties or by e-mail delivery to you. You agree to immediately update your payment details in Stripe or any third party payment provider designated by Terawatt if there is any change in your billing address or the credit card used for payment hereunder. We reserve the right to, within our sole discretion, suspend or terminate your account and the Services provided to you if any Fees or charges remain unpaid.
4. Terawatt’s Fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Terawatt, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Terawatt for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Terawatt is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. Details regarding taxation of payments made to Coaches are set forth in the Supplemental Terms Applicable to Payments and Fees for Coaches https://goterawatt.com/coachesterms/.
5. Withholding Taxes. You agree to make all payments of Fees to Terawatt free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Terawatt will be your sole responsibility, and you will provide Terawatt with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
6. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: 317 West Ave, #113022, Stamford, CT 06902.
7. Advertising Revenue. Terawatt reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Terawatt has no obligation to you in connection therewith, including, without limitation, any obligation to share revenue received by Terawatt as a result of such advertising.

1. Indemnification. You agree to indemnify and hold Terawatt, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Terawatt Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Terawatt Properties; (c) your use of, or inability to use, (i) Third-Party Services, (ii) Third-Party Websites, and (iii) any data or information you receive from the Third-Party Services and Third-Party Websites; (d) your violation of the Terms; (e) your violation of any rights of another party, including any Users, Coaches or Terawatt; or (f) your violation of any applicable laws, rules or regulations. Terawatt reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Terawatt in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Terawatt Properties.

Disclaimer of Warranties and Conditions.
1. AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF TERAWATT PROPERTIES IS AT YOUR SOLE RISK, AND TERAWATT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TERAWATT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE OR SERVICES.
  - TERAWATT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) TERAWATT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF TERAWATT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF TERAWATT PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) THE TERAWATT PROPERTIES WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE.
  - ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH TERAWATT PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS TERAWATT PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
  - THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TERAWATT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  - NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TERAWATT OR FROM ANY THIRD PARTY, INCLUDING ANY COACHES, THROUGH TERAWATT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, NOR DOES TERAWATT GUARANTY OR WARRANT THAT ANY OF THE TERAWATT PROPERTIES WILL PRODUCE ANY DESIERED OUTCOME OR ACHIEVE ANY INTENDED RESULT.
  - FROM TIME TO TIME, TERAWATT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TERAWATT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
2. NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT TERAWATT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TERAWATT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OTHER USERS (INCLUDING COACHES) AND OPERATORS OF EXTERNAL SITES AND OPERATORS OF THIRD-PARTY SERVICES OR THIRD PARTY APPLICATIONS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
3. NO LIABILITY FOR CONDUCT OF OTHER USERS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS (WHETHER ONLINE OR OFFLINE) WITH OTHER USERS OF TERAWATT PROPERTIES. YOU UNDERSTAND THAT TERAWATT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF TERAWATT PROPERTIES.

LIMITATION OF LIABILITY.
1. DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TERAWATT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH TERAWATT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT TERAWATT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF TERAWATT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE TERAWATT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH TERAWATT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON TERAWATT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO TERAWATT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TERAWATT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TERAWATT PARTY’S WILLFUL MISCONDUCT; OR FOR (B) ANY INJURY CAUSED BY A TERAWATT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
2. LIMITATION ON AMOUNT LIABILITY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL TERAWATT PARTIES BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE GREATER OF THE TOTAL AMOUNT PAID TO TERAWATT BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TERAWATT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TERAWATT PARTY’S WILLFUL MISCONDUCT; OR FOR (B) ANY INJURY CAUSED BY A TERAWATT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
3. USER CONTENT. EXCEPT FOR TERAWATT’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE TERAWATT’S PRIVACY POLICY, TERAWATT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
4. BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TERAWATT AND YOU.

Procedure for Making Claims of Copyright Infringement.
1. 1. Terawatt respects the intellectual property rights of our Users and third parties. It is Terawatt’s policy, in appropriate circumstances and in its discretion, to suspend, disable or terminate the Accounts of Users who repeatedly infringe the copyright of others upon prompt notification to Terawatt by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Terawatt Properties in a way that constitutes copyright infringement, please notify our Designated Copyright Agent using the contact information provided below (“Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
  2. All Notifications should include the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of the location on Terawatt Properties of such material that is reasonably sufficient to permit us to locate the material; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Terawatt’s Designated Copyright Agent for notice of claims of copyright infringement is as follows: Francis Jain, Copyright Agent, Address: 317 West Ave, #113022; Stamford, CT 06902 Email: legal@goterawatt.co.

Other Intellectual Property Rights Infringement
1. In your use of the Website or Services, you agree not to display or use in any manner inconsistent with the rights of Terawatt or third parties any (i) trademark, service mark, logo, design, insignia, trade dress, slogan, or other brand features, either registered under the laws of the United States or any other country or jurisdiction, or unregistered and existing at common law, belonging to Terawatt or any third party, or (ii) any text, image, video, or other item of content, that violates any other intellectual property right of any third party, including, without limitation, any right of privacy or publicity, unless you obtain Terawatt’s or such third party’s prior written permission, as applicable.
2. Terawatt reserves the right to remove any Content (including User Content) that allegedly infringes another party’s trademark, service mark or other intellectual property right. Notices to Terawatt regarding any such alleged infringement should be directed to Terawatt via email at: legal@goterawatt.co and shall include all the same information required to be included in any copyright infringement notice as set forth in the Procedure for Making Claims of Copyright Infringement” section above.
3. If we remove Your Content because of an infringement report provided to us pursuant to this section, you will receive a notification from us that includes the name and email address of the rights holder who made the report and/or the details of the report. If you believe Your Content should not have been removed, you can follow up with the rights holder directly to try to resolve the issue. You agree that Terawatt disclaims any liability for claims you might make regarding mistaken or misidentified trademark infringement notice and takedown requests.

Remedies.
1. Violations.If Terawatt becomes aware of any possible violations by you of the Terms, Terawatt reserves the right to investigate such violations. If, as a result of the investigation, Terawatt believes that any criminal or other unlawful activity has occurred, Terawatt reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Terawatt is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Terawatt Properties, including Your Content, in Terawatt’s possession in connection with your use of Terawatt Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Terawatt, its Users or the public, and all enforcement or other government officials, as Terawatt in its sole discretion believes to be necessary or appropriate.
2. In the event that Terawatt determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Terawatt Properties, Terawatt reserves the right to do any or all of the following:
  - Warn you via e-mail (to any e-mail address you have provided to Terawatt) that you have violated the Terms;
  - Delete any of Your Content provided by you or your agent(s) to Terawatt Properties;
  - Discontinue your Account and/or other registration(s) with any of Terawatt Properties, including any Services or any Terawatt community;
  - Discontinue your access to any Services;
  - Notify and/or send Content, including your Content, to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
  - Pursue any other action, which Terawatt deems to be appropriate.

Term and Termination.
1. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Terawatt Properties, unless terminated earlier in accordance with the Terms.
2. Prior Use. Notwithstanding the foregoing, if you used Terawatt Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used Terawatt Properties (whichever is earlier) and will remain in full force and effect while you use Terawatt Properties, unless earlier terminated in accordance with the Terms.
3. Termination of Services by Terawatt. If (1) timely payment cannot be charged to your Payment Method for any reason, (2) you have breached any provision of the Terms, (3) Terawatt is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), or (4) if Terawatt deems necessary in the interest of Terawatt and/or its Users, Terawatt has the right to, immediately and without notice, suspend or terminate your Account and/or any Services provided to you. You agree that all terminations for cause shall be made in Terawatt’s sole discretion and that Terawatt shall not be liable to you or any third party for any termination of your Account.
4. Termination of Services by You. If you want to terminate the Services provided by Terawatt, you may do so by (a) notifying Terawatt at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Terawatt’s address set forth below. TERAWATT SHALL NOT BE REQUIRED TO TERMINATE YOUR ACCOUNT OR ACCESS TO SERVICES UNLESS IT RECEIVES A WRITTEN NOTICE FROM YOU IN ACCORDANCE WITH THE TERMS OF THIS SECTION.
5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of your Account includes termination of all Services and deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Terawatt will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. Further, Terawatt shall not be liable to refund, return or provide credits in lieu of any Fees or charges paid by you to use and access the Service, except as set forth in Section 9.1 above. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
6. No Subsequent Registration. If your registration(s) with or ability to access Terawatt Properties, or any other Terawatt community is discontinued by Terawatt due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Terawatt Properties or any Terawatt community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for Fees related to those Terawatt Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Terawatt reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

1. International Users.Terawatt Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Terawatt intends to announce such Services or Content in your country. Terawatt Properties are controlled and offered by Terawatt from its facilities in the United States of America. Terawatt makes no representations that Terawatt Properties are appropriate or available for use in other locations. Those who access or use Terawatt Properties from other countries do so at their own volition and are responsible for compliance with local law.

Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Terawatt and limits the manner in which you can seek relief from us.
1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Terawatt, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Terawatt may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
  IF YOU AGREE TO ARBITRATION WITH TERAWATT, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST TERAWATT ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST TERAWATT IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Cogency Global, 850 New Burton Rd Ste 201, Dover, DE 19904. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Terawatt will pay them for you. In addition, Terawatt will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Terawatt. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall 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 has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU AND TERAWATT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Terawatt are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above in this Section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 19.7.
6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Terawatt, 317 West Ave, #113022, Stamford, CT 06902,within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Terawatt username (if any), the email address you used to set up your Terawatt account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Terawatt.
9. Notwithstanding any provision in this Agreement to the contrary, we agree that if Terawatt makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Terawatt.

General Provisions.
1. Electronic Communications. The communications between you and Terawatt use electronic means, whether you visit, post on, or submit information through Terawatt Properties or send Terawatt e-mails, or whether Terawatt posts notices on Terawatt Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Terawatt in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Terawatt provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
2. You hereby release Terawatt Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your interactions (whether online or offline) with other Users of, or use or reliance on any advice opinions, endorsements, suggestions, third party content or other information available on or via, the Terawatt Properties, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Terawatt Properties.
3. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Terawatt’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
4. Force Majeure. Terawatt shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, epidemic or pandemic, fuel, energy, labor or materials.
5. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Terawatt Properties, please contact us at: (800) 370-7574. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
6. Equitable Relief. You acknowledge and agree that a breach or threatened breach of certain of these Terms, including without limitation, those contained in Sections 1.3, 4 and 5, may cause Terawatt irreparable harm for which monetary damages would not be an adequate remedy, and you agree that, in the event of such breach or threatened breach, Terawatt will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
7. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Terawatt agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of New York.
8. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF New York, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
9. Where Terawatt requires that you provide an e-mail address, you are responsible for providing Terawatt with your most current e-mail address. In the event that the last e-mail address you provided to Terawatt is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Terawatt’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Terawatt at the following address: 317 West Ave, #113022, Stamford, CT 06902. Such notice shall be deemed given when received by Terawatt by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
10. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
12. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

End of Terms