Section 1 Eligibility
These representations and agreements relate to my eligibility to purchase Solar Bonds.
I represent and agree that:
- I am either an individual who is a citizen or resident of the United States; a partnership or corporation organized or incorporated in the United States;
a domestic estate of which any executor or administrator is a U.S. person; or a domestic trust of which any trustee is a U.S. person.
- I am not investing assets of my Individual Retirement Account (“IRA”) or acting on behalf of a pension or other retirement or employee
benefit plan, including any 401(k) plans.
- I am not, and am not acting directly or indirectly on behalf of persons, on the list of specially designated nationals and blocked persons and persons,
foreign countries and territories that are the subject of U.S. sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”).
- I will indemnify SolarCity against, and hold SolarCity harmless from, any and all harm, damages, claims, demands, losses, costs, penalties, fines and
expenses, including attorneys’ fees, that result from (1) any false representations made by me anywhere on this website (the “Platform”),
(2) my use of the Platform, or (3) my purchase of Solar Bonds. If I cannot truthfully represent, or have not truthfully represented, any statements,
representations and agreements made through this Platform, SolarCity may not accept any investment that I make through the Platform, and any such
investment may be redeemed or otherwise voided by SolarCity. All information and documentation that I have provided and will provide to SolarCity is true,
correct and complete. I agree to notify SolarCity if any of the information provided becomes untrue, incorrect, incomplete, or misleading. I agree that I
have reaffirmed the truthfulness of all information I have provided to SolarCity each time I execute a new purchase of Solar Bonds.
Section 2 Investment Risk
These representations and agreements relate to the fact that I am making my own decision as to whether and how much to invest in Solar Bonds, that neither
SolarCity nor anyone else is advising me on this investment decision, that I may not be able to resell my Solar Bonds, that I can lose some or all of the
money that I invest in Solar Bonds, and that SolarCity can reject my request to purchase Solar Bonds.
I represent and agree that:
- SolarCity is not recommending that I, or advising me to, purchase any Solar Bonds or other security. SolarCity is not registered as an investment
adviser, broker-dealer or other fiduciary. I should consult with my own financial and tax adviser in determining whether Solar Bonds are an appropriate
investment for me.
- By investing in Solar Bonds directly through this online Platform, I forego the benefit of the financial advice and expertise I otherwise might obtain by
purchasing the Solar Bonds through my broker or financial adviser.
- Solar Bonds are issued in book entry form only. This means that I will not receive a certificate or other document representing my ownership of Solar
Bonds. Instead, my ownership will be reflected on the books and records of SolarCity or a third party registrar and transfer agent as may be engaged by
SolarCity, and SolarCity will send me by email a written confirmation of my purchase.
- The Solar Bonds I purchase may not be listed or traded on any secondary market or exchange, and even if they are, they may not be actively traded. As a
result, I should assume that I may have to hold the Solar Bonds until maturity. Also, because I am purchasing the Solar Bonds directly rather than through
a broker or other financial intermediary, it may be more difficult for me to sell my Solar Bonds, even if a trading market is or becomes available.
- Except as otherwise discussed in the pricing supplement related to the series of Solar Bonds in which I invest, I cannot redeem, or sell back to
SolarCity, my Solar Bonds. SolarCity may, however, solely at its option, repurchase my Solar Bonds prior to their maturity, even if I may not want to sell
them at that time.
- Solar Bonds are not a bank product and are not, unlike a bank account or a certificate of deposit, insured by any banking or other federal or state
agency, including but not limited to the Federal Deposit Insurance Corporation (“FDIC”). I can lose money by investing in Solar Bonds.
This can happen, for example, if SolarCity is unable to repay the principal of my Solar Bonds on their maturity, or if the value of the collateral securing
my Solar Bonds is insufficient to pay the interest on my Solar Bonds, and SolarCity is not able to pay the remaining portion of the interest owed to me.
Each time I purchase Solar Bonds, I agree to review all of the risk factors included in the prospectus for the Solar Bonds and the pricing supplement
associated with and describing the specific terms applicable to any series of the Solar Bonds that I purchase (collectively, the “ Series Prospectus”).
- SolarCity may reject all or any part of any request I make to purchase Solar Bonds for any reason or no reason.
Section 3 FBO Account
These representations and agreements relate to the “FBO Account” in which SolarCity will hold my funds, including the operation of the account, and to the
fact that SolarCity will deposit into the FBO Account, for my benefit, any principal or interest payments owed to me on any of my Solar Bonds.
I represent and agree that:
- Before I may purchase any Solar Bonds, I must transfer at least enough money to purchase those Bonds into an “FBO Account” maintained by SolarCity at a
bank. The money I transfer into that FBO Account will be commingled, or held in the same account as, the money other investors transfer in order to
purchase Solar Bonds.
“FBO Account” means a non-interest bearing, commingled, custodial deposit account with a bank that is held by SolarCity for the
benefit of identified investors and is administered in a manner intended to allow for “pass through” deposit insurance coverage for the interest of
each investor. SolarCity currently maintains the FBO Account at Wells Fargo NA (“Financial Institution”). For the avoidance of doubt,
the FBO Account is commingled only with respect to customer funds; no SolarCity funds are held in the FBO Account.
- SolarCity will be my fiduciary with respect to funds held in the FBO Account and, as such, will not, and will have no right to, withdraw money from the
FBO Account that is held for my benefit, except to pay for Solar Bonds that I specifically instruct SolarCity to purchase for me, and to reverse any
- Except for the money that is needed to pay for any Solar Bonds that I have indicated I want to purchase, I may remove at any time from the FBO Account
any or all of the money held for my benefit in that Account. I may at any time add additional money to the FBO Account for my benefit.
- By submitting any purchase request for Solar Bonds, I irrevocably authorize SolarCity to hold an amount of money equal to the dollar value of Solar Bonds
I have agreed to purchase for my benefit in the FBO Account, and I irrevocably instruct SolarCity to transfer that money to its own account to purchase
Solar Bonds for me. If SolarCity determines not to sell Solar Bonds to me or to sell to me only a portion of the amount of Solar Bonds that I agreed to
purchase, SolarCity will return the unused portion of the money to the FBO Account for my benefit.
- I irrevocably authorize SolarCity to deposit any principal and interest payments made with respect to any Solar Bonds that I own into the FBO Account for
my benefit. Once any principal and interest payments on my Solar Bonds are deposited into the FBO Account, such amounts will be deemed paid by SolarCity
and received by me.
- If, after I purchase one or more Solar Bonds, the purchase is determined to be invalid for any reason, including but not limited to cases in which my
transfer of funds to the FBO Account fails, SolarCity has the right to require me to deposit additional funds into the FBO Account to cover the purchase
price of the Solar Bonds. In addition, SolarCity retains the right to withdraw any of my funds held in the FBO Account, whether or not such funds are
associated with the applicable Solar Bonds, to cover the purchase price of the Solar Bonds. SolarCity also reserves the right to reverse the applicable
purchase of Solar Bonds, and in such a case may require me to repay any interest and/or principal that has been paid to me based on those Solar Bonds,
either by withdrawing my funds from the FBO Account or by invoicing me for the interest that has been paid. Further, SolarCity may deduct my funds held in
the FBO account in the case of a bank error that has resulted in overpayment to me or in a case in which, due to a failure in my transfer of funds to the
FBO Account or for any other reason, SolarCity incurs obligations on my behalf.
- Subject to the limitations set forth below, if the bank holding the FBO Account fails, I should be insured by the FDIC up to the per-depositor coverage
limit then in place (currently $250,000 in most instances). The FDIC insurance maximum applies to all of the funds that I have on deposit with the bank
that fails, including funds held in deposit accounts by me or by agents or custodians for my benefit, with the bank other than my funds in the FBO Account.
My funds will not receive the benefit of FDIC insurance unless or until such funds are deposited in the FBO Account. FDIC insurance coverage is contingent
upon SolarCity maintaining accurate records and on determinations of the FDIC as receiver at the time of a receivership of a bank holding a FBO Account.
Further information on FDIC deposit insurance coverage is available at www.fdic.gov.
Section 4 Prospectus
These representations and agreements require me to review the Series Prospectus relating to any series of Solar Bonds in which I am planning to invest,
require me to rely solely on the information in that Series Prospectus in making my investment decision, and require me to acknowledge that there are
significant risks associated with investing in Solar Bonds.
I represent and agree:
- Each time I purchase Solar Bonds, I will review the Series Prospectus. I acknowledge that each of these documents has been filed with the Securities and
Exchange Commission (“SEC”) and is available on this website. I understand that these documents also are available on the website of the
SEC (www.sec.gov), as are SolarCity’s annual, quarterly and other reports and filings, which contain additional information about SolarCity.
- I can rely solely on the information in the Series Prospectus for the Solar Bonds and on information provided by SolarCity on this website when making an
investment in Solar Bonds, and I cannot rely on any statements made by third parties or representatives or employees of SolarCity.
- There are significant risks associated with investing in Solar Bonds. I should carefully read the risk factors in the prospectus for the Solar Bonds,
which generally describes the Solar Bonds, and the pricing supplement associated with each series of Solar Bonds in which I invest, which describes
specific terms and risks of that particular series of Solar Bonds.
Section 5 Electronic Consent and Electronic Delivery of Documents
I agree that any time I click or have clicked on an “I Agree,” “I Consent” or other similarly worded button or entry field with my mouse, keystroke or
other device, my agreement or consent is legally binding and enforceable against me and is the legal equivalent of my handwritten signature on an agreement
that is printed on paper. I agree to be bound by any affirmation, assent or agreement that I transmit, or have transmitted, to or through this website (the
“Platform”) by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any
consent I give or have given to receive communications from SolarCity Corporation or any of its affiliates (“SolarCity”) solely through
I understand that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications, including
any tax-related information or documents to the extent provided below (collectively, “Communications”), regarding the debt investments
available on the Platform, and my investment in any debt investments, may be delivered by electronic means, such as by e-mail or through SolarBonds.SolarCity.com. I consent to electronic delivery as described in the preceding sentence. In so consenting, I acknowledge that
e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted,
deleted or interfered with, with or without the knowledge of the sender or the intended recipient. I also acknowledge that an e-mail from SolarCity may be
accessed by recipients other than me and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on
other systems. I understand that SolarCity gives no warranties in relation to these matters.
I consent to the delivery of tax documents (such as IRS Form 1099-INT) through SolarBonds.SolarCity.com. I understand that I may withdraw
this consent before my tax document is furnished. In providing this consent, I also acknowledge that I have received SolarCity’s Information on the
Electronic Delivery of Tax Documents, included below.
I further understand and agree to each of the following:
As long as my consent remains in effect, SolarCity may provide all Communications to me electronically in lieu of providing paper Communications.
Hardware and software that I will need.
Electronic Communications may be provided to me via e-mail and/or the Platform. In order to view and retain the Communications, my computer hardware
and software must, at a minimum, be capable of accessing the Internet, with connectivity to an Internet Service Provider or any other capable
communications medium, and with software capable of viewing and printing a *.pdf file created by Adobe Acrobat. Further, I must have a personal e-mail
address capable of sending and receiving e-mail messages to and from SolarCity. To print the documents, I will need access to a printer compatible with
my hardware and the required software.
If these software or hardware requirements change in the future, SolarCity will notify me through the Platform.
To facilitate these services, I must provide SolarCity with my current e-mail address and update that information as necessary. Unless otherwise
required by law, I will be deemed to have received any electronic Communications that are sent to the most current e-mail address that I have provided
SolarCity will not assume liability for non-receipt of notification of the availability of electronic Communications in the event my e-mail address on
file is invalid, my e-mail or Internet service provider filters the notification as “spam” or “junk mail,” there is a malfunction in my computer,
browser, Internet service and/or software, or for any other reasons beyond the control of SolarCity.
I may withdraw my consent to receive Communications in electronic form by calling SolarCity at (877) 554-7652. If I withdraw my
consent to receive Communications in electronic form, SolarCity may, at its option and in its sole discretion, (A) terminate my account with SolarCity
that was created through the Platform (“My Account”), (B) restrict or limit the actions I may take through or with respect to My
Account, including, but not limited to, restricting my ability to purchase SolarCity debt instruments through My Account, and (C) charge me a fee of $5
for each paper copy of each Communication that would have been provided to me electronically if I had not withdrawn my consent. Any withdrawal of my
Agreement for the Platform.
Section 6 Information on Electronic Delivery of Tax Documents
These provisions relate to my consent under Section 5 above to SolarCity’s provision of tax documents to me electronically. Prior to furnishing the tax
documents electronically, the IRS requires that SolarCity provide each investor with the following information:
If I do not consent to receive the tax document electronically, a paper copy will be provided.
My consent continues for every tax year until I withdraw my consent.
I may log into My Account at SolarBonds.SolarCity.com to access and print my tax documents. I may need Adobe Acrobat Reader to open
the document and a device connected to my computer that can print. In the event a tax document is too large to open in the browser, I will be prompted
by a dialog box to save the file to a location on my computer and open it using Acrobat Reader.
To withdraw consent, I may call the Solar Bonds support desk at (877) 554-7652 to request to withdraw my consent.
If My Account is closed, my request for electronic delivery of tax documents will automatically terminate, and I will receive a paper copy of my tax
documents by mail at the address that I have provided to SolarCity.
I may update my contact information by calling the Solar Bonds support desk at (877) 554-7652.
My tax documents are maintained for 10 years on SolarBonds.SolarCity.com in case I ever need to access them again.
Section 7 Governing Law, Arbitration and Class Action Waiver
This Agreement shall in all respects be governed by, and interpreted and enforced in accordance with, the laws of the State of California, without giving
effect to conflict of laws principles.
PLEASE READ THE SECTION BELOW CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A
CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.
I understand and agree that any dispute, claim or disagreement between SolarCity and me (a “Dispute”) shall be resolved exclusively by
I further understand and agree to the following terms governing any arbitration:
- The arbitration, including the selecting of the arbitrator, will be administered by JAMS, under its Streamlined Arbitration Rules (the “ Rules”) by a single neutral arbitrator agreed on by the parties within thirty (30) days of the commencement of the arbitration. The
arbitration will be governed by the Federal Arbitration Act (Title 9 of the U.S. Code). Either party may initiate the arbitration process by filing the
necessary forms with JAMS. To learn more about arbitration, I can call any JAMS office or review the materials at www.jamsadr.com. The arbitration shall be
held in the location that is most convenient to the address SolarCity has on file for me at the time that any arbitration is commenced (“ Home”). If a JAMS office does not exist in the county where I live, then SolarCity will use another accredited arbitration provider with
offices close to my Home.
- If I initiate the arbitration, I will be required to pay the first $125 of any filing fee. SolarCity will pay any filing fees in excess of $125 and will
pay all of the arbitration fees and costs. If SolarCity initiates the arbitration, it will pay all of the filing fees and all of the arbitration fees and
costs. SolarCity will each bear all of its own attorney’s fees and costs, except that I am entitled to recover my attorney’s fees and costs if I prevail in
the arbitration and the award I receive from the arbitrator is higher than SolarCity’s last written settlement offer. When determining whether my award is
higher than SolarCity’s last written settlement offer, my attorney’s fees and costs will not be included.
- Only Disputes involving SolarCity and me may be addressed in the arbitration. Disputes must be brought in the name of an individual person or entity and
must proceed on an individual (non-class, non-representative) basis. The arbitrator will not award relief for or against anyone who is not a party. If
either of us arbitrates a Dispute, neither of us, nor any other person, may pursue the Dispute in arbitration as a class action, class arbitration, private
attorney general action or other representative action, nor may any such Dispute be pursued on SolarCity or my behalf in any litigation in any court.
Claims regarding any Dispute and remedies sought as part of a class action, class arbitration, private attorney general or other representative action are
subject to arbitration on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class,
non-representative) basis. This means that the arbitration may not address disputes involving other persons with disputes similar to the Disputes between
SolarCity and me.
- The arbitrator shall have the authority to award any legal or equitable remedy or relief that a court could order or grant under this Agreement. The
arbitrator, however, is not authorized to change or alter the terms of this Agreement or to make any award that would extend to any transaction other than
mine. All statutes of limitations that are applicable to any dispute shall apply to any arbitration between us. The arbitrator will issue a decision or
award in writing, briefly stating the essential findings of fact and conclusions of law.
BECAUSE SOLARCITY AND I HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER OF US WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE A JURY TRIAL
ON THAT DISPUTE, OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE RULES. FURTHER, I WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR
MEMBER OF ANY CLASS PERTAINING TO ANY DISPUTE. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AND ENFORCED IN ANY
COURT HAVING JURISDICTION, EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS. OTHER RIGHTS THAT
SOLARCITY OR I WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.
I AGREE TO HAVE ANY DISPUTE ARISING OUT OF MY USE OF THE SERVICES DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW, AND I AM GIVING UP ANY
RIGHTS I MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. I ACKNOWLEDGE AND UNDERSTAND THAT I AM GIVING UP MY JUDICIAL RIGHTS TO
DISCOVERY AND APPEAL. IF I REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, I MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE
BUSINESS AND PROFESSIONS CODE OR OTHER APPLICABLE LAWS. MY AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
Section 8 Amendment
SolarCity has the right to change any term or provision of this Agreement. SolarCity will give me notice of material changes to this Agreement. I
understand and agree that my use of the Platform after SolarCity has provided notice of changes to this Agreement will constitute my agreement and assent
to such changes and to this Agreement as so changed. I understand and agree that if I do not agree and assent to changes to this Agreement made by
SolarCity, I must cease using the Platform and terminate My Account by calling SolarCity at (877) 554-7652 promptly after I have been
provided notice of the changes. I authorize SolarCity to correct obvious clerical errors appearing in information I provide to SolarCity, without notice to
me, although SolarCity expressly undertakes no obligation to identify or correct such errors.