Revision screen-terms-R01
Project Reality Screen terms
Read these before paying. The checkout records your acceptance of this exact revision by the content hash below. A revision is never edited after publication, so this address and hash keep saying what you agreed to.
Pallara, Inc. Project Reality Screen STANDARD TERMS Revision screen-terms-R01 These terms govern one prepaid, fixed-scope Project Reality Screen for one ERCOT large-load project. They take effect for a specific buyer only when that buyer accepts this exact revision, identified by the SHA-256 content hash published with it, in the Pallara checkout for a named deal, and Pallara receives cleared funds. This page by itself is not an offer to any person, an invoice, or authorization to pay. 1. The deliverable Pallara will produce one written Project Reality Screen for the single named project. The Screen answers five questions: Is the project real? Can it energize on the claimed timeline? What can break it? What operating and curtailment assumptions matter? Is it financeable under explicit assumptions? Every claim carries a dated primary source. Every question the record does not settle is named, with the party who holds the answer. Each claim receives exactly one verdict: CONFIRMED, PROBABLE, UNVERIFIED, or AT RISK. Pallara delivers one final PDF through the agreed secure channel. Pallara will not assert a project fact that the buyer has not supplied or confirmed. 2. What the Screen is not The Screen is decision support, not legal advice. It contains no engineering opinion. It contains no forecast of a discretionary regulatory act. Pallara does not replace counsel, project engineers, or authorized representatives. Pallara does not provide engineering, certification, filing, monitoring, submission management, security design, power-flow or stability studies, trading, bidding, forecasting, advocacy, implementation, or representation before ERCOT, the PUCT, a transmission or distribution service provider, or a QSE. The Screen does not guarantee interconnection, approval, schedule, capacity, financing, or any commercial outcome. 3. Intake The intake set for the project is: The buyer's legal name, project name, project location, primary contact, and authorized signer. Requested load in MW, expected load profile and phasing, target dates, and current development stage. The relevant transmission or distribution service provider, if known, and the current interconnection request or study status. The applications, studies, agreements, notices, correspondence, diagrams, schedules, and decision logs the buyer wants reviewed. Known deadlines, open decisions, evidence gaps, and responsible owners. The buyer's written confirmation that each item above is either supplied in the agreed secure workspace or expressly marked unavailable or unknown. An item marked unavailable or unknown is accepted as an explicit gap. It does not expand scope and does not delay acceptance. Pallara issues a written intake-acceptance notice that identifies the frozen intake set, the complete-intake timestamp, and the promised delivery timestamp. Complete intake occurs only when Pallara issues that notice. Material first supplied after intake acceptance is outside this engagement unless both parties sign a change order stating any revised fee and delivery timestamp. 4. Delivery clock Pallara will deliver the Screen within 72 consecutive hours after the complete-intake timestamp. The promised delivery timestamp is exactly 72 hours after that timestamp. The clock does not run during any period the buyer instructs Pallara in writing to pause. Pallara begins paid work only after all three of these have occurred: the buyer has accepted this revision for a named deal, Pallara has received cleared funds, and Pallara has issued the intake-acceptance notice. 5. Missed deadline If Pallara does not deliver the Screen by the promised delivery timestamp, Pallara will refund the Screen fee in full and will still deliver the Screen. The buyer does not need to give notice, make a request, or take any other step. The refund obligation arises when the deadline passes. Pallara will initiate the refund within five business days after the missed deadline. The buyer keeps the delivered Screen and the license in Section 10. That license is not conditioned on Pallara retaining the fee and survives this refund. 6. Correction right If the buyer identifies a statement in the Screen that is contradicted by a document in the frozen intake set or by a primary public source dated on or before the Screen date, Pallara will correct the Screen and reissue it at no charge. This right is free, is not limited in number, and does not require the buyer to show harm. It runs for 30 days after delivery. It does not cover facts first supplied after intake acceptance, which are handled as a change order under Section 3. 7. Fee, tax, and payment The Screen fee is $15,000.00 USD for one project. The fee is prepaid and is not variable. Applicable sales tax is stated separately on the invoice and added to the Screen fee. The buyer is responsible for that separately stated tax. The buyer is not responsible for taxes imposed on Pallara's net income. Cleared funds means funds the payment provider confirms are paid, available to Pallara, and not pending, failed, reversed, disputed, or subject to an unresolved hold. Payment is not complete when it is initiated. Pallara issues payment instructions only through the payment route recorded for the named deal. If the buyer orders Pallara's $45,000 Readiness Proof Pack within 60 days after Screen delivery, the $15,000 Screen fee credits in full against that engagement, leaving $30,000 before applicable tax. The credit has no cash value and is not transferable. It does not itself order or authorize the Proof Pack. Additional work requires a separate signed scope. 8. Cancellation and refunds The buyer may cancel at any time before Pallara issues the intake-acceptance notice. Pallara will refund the Screen fee actually received, less any nonrecoverable third-party payment charge disclosed to the buyer, within ten business days. Pallara may cancel before intake acceptance and will refund the Screen fee actually received in full. After intake acceptance the Screen fee is not refundable, because Pallara has reserved capacity and begun a fixed-scope delivery. The only exceptions are the missed-deadline refund in Section 5 and the warranty remedy in Section 12. No refund is owed for a delay or defect caused by the buyer's inaccurate facts, inaccessible files, unauthorized instructions, or material changes after intake acceptance. 9. Buyer responsibilities and authority The buyer will provide accurate information, lawful access to the materials it wants reviewed, timely instructions, and the permissions Pallara needs to review the intake set. The buyer remains responsible for its own project decisions, filings, submissions, professional review, and communications with authorities and counterparties. The person accepting these terms represents that they are authorized to bind the named buyer. The buyer represents that its signer, billing facts, project facts, and sharing permissions are accurate and may be relied on for this engagement. Pallara may suspend acceptance of intake or payment instructions until those facts are verified. 10. Confidentiality, data, and license Confidential Information means nonpublic information one party discloses to the other for this engagement that is marked confidential or that a reasonable recipient would understand to be confidential. It excludes information the recipient can document was lawfully known without restriction, became public without breach, was independently developed without use of the disclosure, or was lawfully received from a third party without a duty of confidentiality. Each recipient will use Confidential Information only to perform or evaluate this engagement, protect it with at least reasonable care, and disclose it only to personnel and professional advisers who need it and are bound by comparable duties. A recipient compelled to disclose will, when permitted, give prompt notice and disclose only what is required. These duties run for two years after disclosure. Protection for a trade secret continues while it remains a trade secret under applicable law. The buyer owns its project data and materials. Pallara owns its pre-existing and independently developed software, templates, methods, models, source collections, and know-how, including generalized skills and concepts that do not disclose the buyer's Confidential Information. The buyer receives a perpetual, non-exclusive, non-transferable license to use the final Screen for its internal business, financing, compliance, and project-evaluation purposes. The buyer may provide the Screen to its employees, counsel, engineers, lenders, investors, and project counterparties who need it and are subject to confidentiality duties. The buyer may not resell or publish the Screen, remove source or disclaimer notices, or use Pallara's background materials to build a competing commercial product. 11. Reliance and change The Screen speaks only as of its stated date. It rests on the frozen intake set and the sources it cites. Rules, forms, guidance, queue data, project facts, and counterparty positions change. The buyer will obtain appropriate professional review before relying on the Screen for a filing, an engineering decision, a commitment, or a transaction. 12. Warranty, disclaimer, and limit of liability Pallara warrants that it will perform the services stated here in a professional and workmanlike manner. For a proven breach of that warranty, the buyer's exclusive remedy is re-performance, or a refund of the Screen fee if re-performance is not commercially reasonable. To the fullest extent permitted by law, neither party is liable for lost profits, lost revenue, loss of use, loss of data, or indirect, incidental, special, exemplary, punitive, or consequential damages arising from this engagement, even if advised of the possibility. Pallara's aggregate liability arising from this engagement will not exceed $15,000.00 USD. Nothing here limits liability that cannot lawfully be limited. 13. Agreement and effective date The agreement for a Screen consists of these terms at this exact revision and the deal record the buyer accepts in the Pallara checkout, which identifies the seller, the buyer, the authorized signer, the named project, the fee, any stated tax, and the total. These terms become effective for that buyer on the date the buyer accepts this revision in the checkout and Pallara receives cleared funds. The parties consent to electronic records, notices, and signatures. Each party may retain an accessible copy. A change to this revision produces a new revision with a new content hash at a new address. A published revision is never edited in place. The revision and hash the buyer accepted continue to govern that buyer's Screen. 14. General Texas law governs these terms, without regard to conflict-of-law rules. Exclusive venue is the state or federal courts located in Texas. Notices to Pallara go to preston@pallara.xyz. Notices to the buyer go to the signer address recorded for the deal. Neither party may assign this agreement without the other's written consent, except in a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the assigning party's obligations. These terms and any signed change order are the complete agreement for the Screen and supersede prior discussions about its subject. A change or waiver must be in writing and agreed by both parties. Failure to enforce a term is not a waiver. If a provision is unenforceable it will be limited to the minimum extent necessary and the rest continues. Headings are for convenience only. Pallara, Inc. is the seller. Pallara provides decision support, not legal advice.
- SHA-256
- b7d237ebdbaa2241538e6526f67dbeaf5529cdf191e0a35bb05ce184bee0d949
- Approved
- 2026-08-14 by Preston Jones