BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TOU. IF YOU ARE A COMPANY, CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR USING THE SERVICE BINDS THE COMPANY TO THE TOU.
1. Description of the service
The Solsaic online platform (the “Application”) helps homeowners (“Homeowners” and each, a “Homeowner”) discover if solar power is right for their home by gathering information from Homeowners and generating a personalized solar analysis which estimates the benefits they can obtain if they were to go solar. The Application connects Homeowners with solar service providers, such as installers (“Installers” and each, an “Installer”) and provides leads and referrals to Installers that are able to provide services to Homeowners in their area.
Solsaic reserves the right to modify the TOU at any time (each, an “Update”) and shall make each Update available at www.solsaic.com. You are deemed to accept any Update by continuing to use the Service. Unless Solsaic states otherwise, an Update is automatically effective 30 days after posting.
3. ACCESS to the Service and Subscription
- 3.1 Age of Access. You must be of the age of majority in your jurisdiction in order to use the Service. If you have already accessed the Services and you have yet to reach the age of majority in your jurisdiction, you must immediately cease use of the Service.
- 3.2 Accounts and Login Information. Whether you are a Homeowner or Installer, access to the Service may require registering an account with Solsaic (each, an “Account”). An Account may be of two types, one for Homeowners (a “Homeowner Account”) and one for Installers (an “Installer Account”). In order to access an Account, you may be required to obtain a user ID and password (or access key) (“Login Information”). You shall manage and ensure the security, conﬁdentiality and authorized use of Login Information. You are prohibited from sharing Login Information. Solsaic strongly recommends that you keep your Login Information confidential and you shall notify Solsaic promptly of unauthorized access or use of your Account.
- 3.3 Homeowner Accounts. A Homeowner Account’s main function is as a guide through a step-by-step process towards a personalized solar report report for a Homeowner. With a Homeowner Account, you may provide information to the Service such as your roof type, roof age, home type, shade condition, electricity usage as well as other information in order to generate a personalized solar report report that evaluates potential financial, energy and environment benefits. You can then use a Homeowner Account to request estimates and communicate with Installers that are able to provide solar related services for you. Features available for Homeowner Accounts are listed in part at www.solsaic.com and are subject to change at any time at Solsaic’s sole discretion, without notice or compensation.
- 3.4 Installer Accounts.An Installer Account’s main function is to provide and control leads and referrals created by the Service. Using an Installer Account, you can create a profile with the Service which necessitates providing information such as the size of your business, licensing information, affiliations, years of experience, warranty information, solar panel grades used, financing options available to Homeowners, locations of operation, information about company representatives and a description of the services and products provided. Leads and referrals to Homeowners are then generated based off of the information provided to the Service. Features available for Installer Accounts are listed in part at www.solsaic.com and are subject to change at any time at Solsaic’s sole discretion, without notice or compensation.
- 3.5 Fees for Installer Accounts. Solsaic may charge a fee, including related charges and taxes, in connection an Installer Account (the “Fee”) for each lead or referral provided by Solsaic. An Installer may be required to provide Solsaic with credit card and billing information to process the Fee and agrees that Solsaic, or any third party acting on Solsaic’s behalf, is authorized and has the right to charge the credit card for the Fee. An Installer may change billing status details or cancel their payments with Solsaic by contacting firstname.lastname@example.org. All payments already charged to you are non-refundable.
- 3.6 Subscription. Solsaic grants you a limited, non-exclusive, non-sublicensable, non-transferrable, revocable, subscription to access the Service and to use features associated with your Account.
- 4.1 Estimate Information provided by Homeowners.Estimates provided by an Installer through the Service are in part based on information provided by Homeowners through their Homeowner Account. If are a Homeowner and you provide false or inaccurate information, the estimates provided by an Installer will be affected significantly and, in some cases, may be substantially different than the actual cost of installation of solar products or services. Solsaic is not obligated to check the accuracy of any information provided by you, including but not limited to, details about your home, roof or geographic region.
- 4.2 Estimate Information provided by Installers. If you are an Installer, Solsaic is not obligated to check the accuracy of any information provided by you, including the estimates provided by you to Homeowners, the cost of installation and any other information about you provided to Homeowners through the Service. It is assumed for the purposes of the Service, including any estimates, that information supplied by you is accurate and work on a Homeowner’s property will be approved by planning and building regulations and any/all statutory undertakings where relevant. Solsaic is in no way responsible for the estimates of an Installer and under no circumstances does Solsaic endorse the estimates of an Installer.
5. Use of the service
- 5.1 Authorized Use. When using the Service, you may not:
- Knowingly provide false or inaccurate information to Solsaic, including but not limited to, information about your home and power usage or when providing an estimate;
- Decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
- Alter, change or circumvent security related aspects of the Service;
- Use any automated system (bot, spider, etc.) to access the Service;
- Reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish, or distribute the Service;
- Break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience or knowingly exploit a flaw or bug in the Service;
- Store or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights;
- Use the Service to provide information or data to a competitor of Solsaic;
- Harass, abuse, stalk, threaten or impersonate any person;
- Sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by Solsaic;
- Promote, encourage or undertake illegal activity; or
- Infringe or violate third-party rights including but not limited to:
(i) contractual rights;
(ii) copyright, patent, trademark or trade secret rights;
(iii) privacy rights;
(iv) publicity rights; or
(v) confidential information,
As determined by Solsaic in its sole discretion.
- 5.2 Suspension and Termination. Solsaic may suspend or terminate access to the Service and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues, your non-compliance with the TOU or due to a third party’s failure to adhere to the terms of an agreement with Solsaic. Solsaic has sole discretion to lift a suspension or reverse a termination. Your access to the Service and/or your Account, automatically terminates upon the earliest of the date: (a) you or Solsaic terminates access to your Account; or (b) of your non-compliance with the TOU.
6. Proprietary rights
- 6.1 Ownership and Rights. Solsaic retains all right, title and interest in the Service, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts or modifications to the Service. The TOU does not convey any right, title or interest in, or constitute the sale of any right to, the Service, any related software, or Account.
- 6.2 User Content. You may provide Solsaic with comments, recommendations, advice, ideas, submissions, forum posts, information about Homeowners and their homes or other information (“User Content”). By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to Solsaic are obtained and hereby grant Solsaic an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. Solsaic is under no obligation to review or act upon any User Content that you may provide.
7. Disclaimer and limition of liability
- 7.1 DISCLAIMER.THE SERVICE IS PROVIDED TO YOU “AS IS” AND SOLSAIC DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH SOLAR POWER RELATED LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, SOLSAIC MAKES NO REPRESENTATIONS THAT USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK, ENERGY OR UTILITIES LAW OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, SOLSAIC MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, SERVICES PERFORMED AND PRODUCTS PROVIDED BY AN INSTALLER OR OTHER THIRD PARTIES OR ESTIMATES PROVIDED THROUGH THE SERVICE, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE TO YOU, YOUR PROPERTY OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY SOLSAIC, ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.
- 7.2 LIMITATION OF LIABILITY. SOLSAIC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, SUCH AS WORK DONE BY AN INSTALLER, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST SOLSAIC MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU.
- 7.3 MAXIMUM AGGREGATE LIABILITY.NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD SOLSAIC FROM LIABILITY, YOU AGREE THAT SOLSAIC’S MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO SOLSAIC IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
- 7.4 Indemnity. If you are an Installer, you shall defend and indemnify Solsaic against any claim, demand, suit or proceeding made or brought against Solsaic in connection with your use of the Service, including claims that Solsaic, the Service or you,
(i) infringe or misappropriate a third party’s intellectual property rights,
(ii) violate solar power related laws or any applicable law, including any failure to obtain the required legal documentation, licenses or permits prior to installing solar services/products on a Homeowner’s property or if the installation performed does not conform with local ordinances,
(iii) cause bodily harm or death, or
(iv) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify Solsaic arises so long as Solsaic:
- Promptly gives written notice of the claim against Solsaic
- Gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on Solsaic without Solsaic’s advance written consent, which shall not be unreasonably withheld or delayed; and
- Gives all reasonable assistance, at your expense.
- 8.1 No Joint Relationship with Installers. Nothing in this TOU shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between an Installer and Solsaic.
- 8.4 Assignment.Solsaic may assign the TOU without your consent or notice to you. You cannot assign the TOU.
- 8.5 Survival. Sections 3.6, 6, 7, and 8 survive termination of the TOU.