Terms and Conditions
Effective Date: 2026-05-04
Last Updated: 2026-05-04
1. Acceptance of These Terms
These Terms and Conditions (“Terms”) govern your access to and use of smartlandenergy.com (the “Site”), which is owned and operated by Smartland Energy, LLC, an Ohio limited liability company (“Smartland Energy,” “we,” “us,” or “our”), with offices at 1221 Brickell Avenue, Suite 940, Miami, Florida 33131.
By accessing or using the Site, you (“you”) agree to these Terms. If you do not agree, you must stop using the Site.
These Terms operate together with our Privacy Policy, which is incorporated into these Terms by reference.
2. Important Notices About Site Content
2.1 Two Audiences, Two Postures
The Site has two distinct audiences with different applicable provisions:
- Buyer-facing content (for prospective customers exploring dedicated BTM power for data centers, industrial campuses, and defense installations) - this is most of the Site.
- Capital-partner content(for accredited investors evaluating opportunities to participate in Smartland Energy's late-stage, pre-NTP power infrastructure development) - primarily under the /investors/ subpath.
Provisions in Section 9 (“Important Notices for Capital Partners”) apply specifically and exclusively to capital-partner content. Other Sections apply to all use of the Site.
2.2 Information, Not Advice
Content on the Site is provided for general informational purposes. Nothing on the Site constitutes:
- legal, financial, tax, accounting, engineering, or investment advice
- an offer to sell or solicitation of an offer to buy any product, service, or security
- a guarantee, warranty, or commitment of any kind regarding outcomes, returns, schedule, or performance
Any commercial relationship between you and Smartland Energy, including the supply of behind-the-meter power, will be governed exclusively by definitive written agreements executed by authorized representatives of both parties.
2.3 Forward-Looking Statements
The Site may contain forward-looking statements regarding development plans, schedules, capacity, generation architecture, anticipated counterparties, and other matters. Forward-looking statements are subject to substantial risks and uncertainties, including but not limited to permitting, interconnection, regulatory, technology, supply-chain, financing, and counterparty risks. Actual results may differ materially. We are not obligated to update forward-looking statements, except as required by law.
3. Eligibility
You may use the Site only if you are at least 18 years old and legally capable of entering into binding agreements. By using the Site, you represent that you satisfy these eligibility requirements.
4. Site Content and Intellectual Property
4.1 Ownership
All content on the Site - including text, images, graphics, logos, trademarks, service marks, trade dress, and software - is owned by Smartland Energy or its licensors and is protected by U.S. and international copyright, trademark, and other intellectual property laws.
4.2 Limited License to You
We grant you a limited, non-exclusive, non-transferable, revocable license to access and view Site content for your personal, non-commercial use, and for your internal evaluation as a prospective buyer or capital partner. All rights not expressly granted are reserved.
4.3 Restrictions on Use
You may not, and may not permit others to:
- copy, reproduce, modify, distribute, display, perform, publish, license, or create derivative works from Site content, except as expressly permitted by these Terms or applicable law
- circumvent any security or access-control mechanism on the Site
- use the Site for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Site
- use the Site to transmit malicious code, viruses, or other harmful software
- impersonate any person or entity, or misrepresent your affiliation
- collect or harvest personal information of others through the Site
5. User Submissions
5.1 Forms and Inquiries
If you submit information through Site forms (Capacity Availability, Contact, Book-a-Call, /investors/, or otherwise), you represent that the information is accurate, that you are authorized to provide it, and that providing it does not violate any third-party rights.
5.2 License to Submissions
By submitting information to us through the Site, you grant Smartland Energy a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, store, and process the submission for the purposes described in our Privacy Policy, including responding to your inquiry and operating the Site.
5.3 No Confidential Information by Default
Do not submit confidential or proprietary information through Site forms unless we have established a confidentiality agreement in writing. Information submitted via Site forms is treated as non-confidential except as expressly described in our Privacy Policy or in a signed agreement.
6. Third-Party Links and Content
The Site may contain links to or integrations with third-party websites, applications, or content. We do not endorse and are not responsible for any third-party site or content. Your use of third-party services is governed by the terms and policies of those third parties.
7. Site Availability and Modifications
7.1 Availability
We do not guarantee that the Site will be available at any given time, error-free, or uninterrupted. We may modify, suspend, or discontinue all or part of the Site at any time without notice and without liability.
7.2 Changes to These Terms
We may update these Terms from time to time. The “Last Updated” date at the top of these Terms reflects the most recent revision. For material changes, we will provide reasonable notice through the Site or by email where you have provided one. Your continued use of the Site after the effective date of changes constitutes acceptance of the revised Terms.
8. Disclaimers
8.1 As-Is Basis
The Site and its content are provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Smartland Energy disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and uninterrupted availability.
8.2 No Reliance
You acknowledge that you use the Site and any content on it at your own risk. Any decision to engage with Smartland Energy as a buyer or capital partner should be based on definitive written agreements and your own independent diligence (and, where appropriate, the advice of your own legal, financial, tax, and technical advisors).
8.3 Schedule and Performance
References to schedules (including “approximately 24 months from Notice to Proceed” and “initial capacity targeted to come online in Q3 2028”) reflect Smartland Energy's current intent based on available information. Actual schedules depend on permitting, interconnect scope, equipment lead times, financing, counterparty cooperation, force majeure, and other factors. Schedule statements are forward-looking statements subject to Section 2.3.
9. Important Notices for Capital Partners
This Section 9 applies specifically and exclusively to your access to and use of capital-partner content on the Site, including the /investors/ subpath.
9.1 No Offer; No Solicitation Where Unlawful
Capital-partner content is provided for general informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any security. Any offer or sale of securities will be made only pursuant to definitive offering documents (which may include a private placement memorandum, subscription agreement, and other documents) and only in compliance with applicable federal and state securities laws.
Capital-partner content is not directed at any person in any jurisdiction in which an offer or solicitation would be unlawful. You are responsible for confirming that your access complies with applicable law.
9.2 Reg D 506(c) Verification
Any offer of securities by Smartland Energy that occurs through general solicitation under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, is subject to verification of accredited-investor status. Smartland Energy will take reasonable steps to verify the accredited-investor status of each purchaser before completing any sale.
9.3 No Money or Other Consideration Solicited
No money or other consideration is being solicited at this time through the Site. Any indication of interest, letter of intent, or soft commitment received through the Site is non-binding, does not constitute an obligation to invest, and does not guarantee allocation. A binding investment commitment will only occur upon execution of definitive subscription documents.
9.4 Forward-Looking Statements; Projections
Capital-partner content may include projections, estimates, target returns, IRR figures, capital deployment timelines, and other forward-looking information. Such information is illustrative only, based on current assumptions that may not prove accurate, and is not a guarantee or projection of actual results. Actual results may differ materially. Smartland Energy opportunities may be pre-NTP; Notice to Proceed may not have been received and is not guaranteed.
9.5 Risk Factors
Investing in energy infrastructure and real estate involves significant risk, including:
- potential loss of principal
- illiquidity of investment positions
- regulatory and permitting risk
- counterparty and offtake risk
- supply-chain and equipment lead-time risk
- fuel-price and operating-cost risk
- technology and execution risk
- macroeconomic, capital-markets, and interest-rate risk
These investments are not suitable for all investors. Project-level details, including site-specific information, are available only following execution of a non-disclosure agreement and verification of accredited-investor status.
9.6 Not Investment, Legal, or Tax Advice
Capital-partner content is not investment, legal, accounting, or tax advice. You should consult your own qualified advisors before making any investment decision.
9.7 No Smartland Energy Brokerage or Advisory Status
Unless explicitly stated otherwise in a definitive written agreement, Smartland Energy is not acting as your broker, dealer, investment adviser, fiduciary, or agent. Smartland Energy is not registered as a broker-dealer or investment adviser, and content on the Site is not provided in any such capacity.
9.8 Anti-Fraud
Federal securities laws (including Rule 10b-5 under the Securities Exchange Act of 1934) prohibit material misstatements or omissions in connection with the purchase or sale of securities. While we have taken reasonable care in preparing capital-partner content, you should not rely solely on Site content; you should review definitive offering documents and conduct your own diligence.
9.9 Confidentiality of NDA-Track Materials
Materials provided to you under a non-disclosure agreement remain subject to that agreement and are not public information. Such materials are not part of the Site even if they reference the Site.
9.10 No Waiver of Securities Law Protections
Nothing in these Terms or the Privacy Policy waives or limits any non-waivable rights or protections you may have under federal or state securities laws.
10. Limitation of Liability
To the fullest extent permitted by law:
10.1 No Indirect Damages
In no event will Smartland Energy, its affiliates, officers, directors, employees, contractors, agents, or licensors be liable to you for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, including but not limited to lost profits, lost revenue, lost data, loss of business opportunity, or business interruption, arising out of or related to your use of the Site, even if advised of the possibility of such damages.
10.2 Aggregate Cap
Smartland Energy's total aggregate liability arising out of or related to your use of the Site will not exceed the greater of (a) one hundred U.S. dollars (US$100) or (b) the amount you have paid Smartland Energy for use of the Site in the twelve months preceding the claim (which, for most users, is zero).
10.3 Carve-Outs
Sections 10.1 and 10.2 do not limit liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or violation of non-waivable securities-law protections (see Section 9.10).
11. Indemnification
You agree to indemnify, defend, and hold harmless Smartland Energy and its affiliates, officers, directors, employees, contractors, agents, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- your use of the Site
- your violation of these Terms or any applicable law
- your violation of any rights of any third party (including intellectual property and privacy rights)
- any inaccuracy or misrepresentation in information you submit to us
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us.
12. Governing Law; Dispute Resolution; Forum
12.1 Governing Law
These Terms and any dispute arising out of or related to them or the Site are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The federal Securities Act of 1933, the Securities Exchange Act of 1934, and other applicable federal laws apply where they apply by their own terms; nothing in this Section displaces such federal law.
12.2 Arbitration of Disputes
Please read this Section carefully. It affects your legal rights, including your right to a trial by jury and your right to participate in a class action.
Any dispute, controversy, or claim arising out of or relating to these Terms, the Site, or your access to or use of either (each, a “Dispute”) will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or, if you qualify as a consumer under AAA rules, its Consumer Arbitration Rules), except as provided below. The arbitration will be conducted in Miami-Dade County, Florida, in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Class Waiver.You and Smartland Energy each agree to bring Disputes only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative action. The arbitrator may not consolidate more than one party's claims or preside over any form of representative or class proceeding.
Carve-Outs. This Section 12.2 does not apply to: (a) claims for injunctive or other equitable relief to protect intellectual property rights or confidential information; (b) claims that may be brought in small claims court if all requirements of that court are met; (c) claims under the federal securities laws (which may be pursued in the forum specified by those laws or otherwise as permitted by law); and (d) any other claims that, by applicable law, may not be arbitrated.
Right to Opt Out. You may opt out of this arbitration agreement by sending written notice to legal@smartland.com within thirty (30) days of first accepting these Terms. Your notice must include your name, the URL of the Terms accepted, and a clear statement that you wish to opt out. Opting out has no other effect on these Terms.
Severability of Class Waiver. If the Class Waiver above is held unenforceable as to any Dispute, that Dispute will be severed from arbitration and resolved in the courts identified in Section 12.3, while the remaining Disputes proceed in arbitration.
12.3 Forum for Non-Arbitrable Disputes
For disputes not subject to arbitration, the exclusive forum is the state and federal courts located in Miami-Dade County, Florida, and you consent to the jurisdiction of those courts.
12.4 Time Limit
Any claim arising out of or related to these Terms or the Site must be filed within one year after the cause of action arises, except where a longer period is required by non-waivable law.
13. DMCA / Copyright
If you believe that content on the Site infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent:
DMCA Agent
Smartland Energy, LLC
1221 Brickell Avenue, Suite 940
Miami, Florida 33131
Email: dmca@smartland.com
Your notice must include the elements required under 17 U.S.C. § 512(c)(3).
14. Accessibility
We strive to make the Site accessible to all visitors, consistent with industry-standard accessibility practices. If you experience an accessibility barrier on the Site, please contact us at the address in Section 17 so we can assist you and consider improvements.
15. Export Compliance and Sanctions
You may not access or use the Site if you are located in, or are a national or resident of, any country or region subject to comprehensive U.S. sanctions, or if you are listed on any U.S. government denied-party list. You agree to comply with all applicable export-control and sanctions laws.
16. Miscellaneous
16.1 Entire Agreement
These Terms, together with the Privacy Policy and any signed agreement between you and Smartland Energy, constitute the entire agreement between you and us regarding the Site, superseding any prior or contemporaneous agreements regarding the Site.
16.2 Severability
If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
16.3 No Waiver
Our failure to enforce any provision of these Terms is not a waiver of that provision or of any other provision.
16.4 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, sale of assets, reorganization, or similar transaction.
16.5 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights, except that Smartland Energy's affiliates, officers, directors, employees, contractors, agents, and licensors are intended third-party beneficiaries of Sections 10 (Limitation of Liability) and 11 (Indemnification).
16.6 Headings
Section headings are for convenience only and do not affect interpretation.
16.7 Force Majeure
We are not liable for any delay or failure to perform resulting from causes outside our reasonable control.
17. Contact Us
Smartland Energy
1221 Brickell Avenue, Suite 940
Miami, Florida 33131
Phone: (877) 313-5777
Email: legal@smartland.com
For copyright (DMCA) notices, see Section 13. For privacy rights, see the Privacy Policy. For accredited-investor inquiries, see the /investors/ subpath.