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Terms of Use for the Solargraf Platform

This Terms of Use for the Solargraf Platform (the “Terms of Use”) is an agreement between you (“you” or “your”) and ţţ�㷨, Inc. (“ţţ�㷨” or “we” or “us” or “our” and as further described below) and covers your use of the Platform (defined below) and is effective for all new and renewal Subscriptions (defined below) beginning on or after December 1, 2024. In addition, the Terms of Use incorporate the ţţ�㷨 Terms of Service located at the URL /legal/terms-of-service (the “ţţ�㷨 Terms of Service”). The term “Agreement” as used herein shall mean collectively, the Terms of Use, and the ţţ�㷨 Terms of Service. If the Terms of Use conflict with the ţţ�㷨 Terms of Service, the Terms of Use will control with respect to the Platform. The Agreement should be read in conjunction with the ţţ�㷨 Privacy Policy located at /legal/privacy-policy. Definitions shall be made throughout the Terms of Use, and will be recognizable as they will be capitalized, bolded, in quotation marks and / or defined in Section 18 (Definitions) below.

By accessing and/or using the Platform and clicking or tapping the acceptance button upon signing up for an account, or by registering for an account through the Platform, you hereby accept to be bound by the terms of this Agreement without any reservations, modifications, additions or deletions, unless you have a separate, written, and valid agreement with ţţ�㷨 with respect to your access and use of the Platform and/or any Professional Services you may order through the Platform. If you do not agree to all the provisions contained in this Agreement, you are not authorized to use the Platform. This Agreement is a legal and binding agreement between you ţţ�㷨. If you are an individual using the Platform on behalf of a corporation or other registered organization (“Legal Entity”), you represent and warrant that you have the capacity and authority to enter into this Agreement on behalf of the Legal Entity, and hereby agree to be bound by the terms of this Agreement on behalf of that Legal Entity.

1. Subscription Offerings; Additional Projects and Additional Users; and Evaluations

a. Subscription Offerings

There are several Subscription plans available for purchase, as described in the Platform. Subscriptions to access and use the Platform in accordance with the terms of the purchased Subscription allow Users to (i) create Proposals for Property Owners and, as may be offered by ţţ�㷨 through the Platform at ţţ�㷨’s sole discretion, other Proposal design documents, and (ii) for additional fees, add Additional Projects and/or Additional Users, create Permit Plan Sets, and also purchase Professional Services (as described below in this Terms of Use,  within the Platform. Any documents created through use of the Platform, including but not limited to Proposals, other Proposal design documents, and Permit Plan Sets, shall be collectively referred to in this Terms of Use as a “User Generated Document”. The duration of the Subscription shall be for the period of time of the Subscription you purchased, as described in the Platform (“Subscription Term”). Any unused features, offerings, and/or functionality of your Subscription, including but not limited to User Generated Documents, Projects or access for Users, will expire at the end of that Subscription Term and will not roll over to a new Subscription Term, even if your Subscription automatically renews. For purposes of clarity, the Subscription offerings will reset with any renewal or automatic renewal of a Subscription to the baseline Subscription offerings made available by ţţ�㷨 at that time, at ţţ�㷨’s sole discretion, for the renewal Subscription and Subscription Term.

b. Additional Users and Additional Projects

If you have a Subscription, you may purchase access to the Platform for additional Users (“Additional Users”). When you add Additional Users, a certain number of additional Projects (i.e. projects over and above the number of Projects included in your Subscription (“Additional Projects”) will be added to your Subscription as described in the Platform. The number of Additional Projects will be prorated for the remainder of the Subscription Term from the time the Additional Users were added to your Subscription. You may also purchase Additional Projects separately, without adding Additional Users.  Your use of the Platform to create Additional Projects shall result in debits of Additional Projects you purchased once you have exhausted the number of Projects available to you through your Subscription. Any Additional Projects or access for Additional Users purchased or gifted during a particular Subscription Term will expire at the end of that Subscription Term. For purposes of clarity, any unused Additional Projects and/or access for Additional Users, remaining at the end of the Subscription Term during which such Additional Projects or access for Additional Users were purchased, will not roll over to the new Subscription Term, even if your Subscription automatically renews. If you do not have a Subscription and ţţ�㷨 gifts you Additional Projects, such Additional Projects will expire at any time at ţţ�㷨’s sole discretion.

(c) Evaluations

In lieu of purchasing an initial Subscription to the Platform, you may purchase an evaluation Subscription to use the Platform as described in the Platform (“Evaluation Subscription”) for the period of time as set forth in the Platform for the Evaluation Subscription you selected (“Evaluation Period”). The Evaluation Subscription may be cancelled at any time during the Evaluation Period. At the end of the Evaluation Period, the Evaluation Subscription will automatically be converted to a Subscription and the Subscription Fees (defined below) will be charged to the credit card on your account, less the Evaluation Fees you paid to ţţ�㷨 for the Evaluation Subscription. Any unused Projects and/or access for Users remaining at the end of the Evaluation Period, will not roll over to the new Subscription Term. If you cancel the Evaluation Subscription within the Evaluation Period, then your access to the Platform will terminate on the last day of the Evaluation Period. Evaluation Subscriptions may only be purchased and activated one (1) time. For clarity, you may not purchase additional Evaluation Subscriptions even if you open a new Platform account.

2. Use of the Platform and Disclaimers

(a) Use of the Platform

In exchange for the payment of Subscription Fees applicable to your Subscription and subject to your and each User’s compliance with this Agreement, ţţ�㷨 grants you a non-exclusive, non-transferable, revocable, non-sublicensable, limited right to remotely access and use the Platform, and to permit each User to remotely access and use the Platform, solely for your internal business purposes, as permitted pursuant to the Subscription purchased by you. The rights granted herein are limited by the Intellectual Property Rights set forth below in this Agreement.

(b) Disclaimers

(a) ţţ�㷨 and / or any of its Representatives is not a party to any User Generated Document or contract, and shall have no rights or responsibilities thereunder, including but not limited to the enforcement thereof; (b) You and your Users have complete control over the content of any User Generated Document, measurements or contract, and ţţ�㷨 has no control over any document produced by you or a User by using the Platform and disclaims any responsibility thereto; (c) ţţ�㷨 has no control whatsoever, and disclaims any responsibility to, you and any User’s or Solar Installer’s performance of their duties in completing or participating in a Job. Without limiting the generality of the foregoing, ţţ�㷨 has no control over, and shall in no way be responsible for, the obtaining of the necessary permits, licenses, or any other similar government or regulatory permissions that may be required to complete a Job; (d) You are solely responsible to verify the accuracy of User Generated Documents and/or other information provided through the Platform; and (e) If a there is a dispute  arising out of any matter or issue, related to a User Generated Document and drawing measurements and/or  a Job (whether completed or not),ţţ�㷨 is not a party and shall not be a party to any such dispute. Without limiting the generality of the Disclaimer of Warranties and Limitation of Liability sections further in this Agreement, you release ţţ�㷨 and its Representatives from any damages or claims of any kind, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such disputes and dealings with other Users.

3. Professional Services

You may also order Professional Services from the ţţ�㷨 team through the Platform. When you order Professional Services through the Platform, unless you have a separate, active agreement with ţţ�㷨, you agree that the System Design Services Terms and Conditions located at the URL /legal/system-design-services-terms-conditions shall apply to the provisioning of such Professional Services. ţţ�㷨 may change, modify, and / or discontinue Professional Services offerings made available through the Platform at any time, at ţţ�㷨’s sole discretion. In the event there is a conflict between the System Design Services Terms and Conditions and these Terms of Use, the System Design Services Terms and Conditions will control with respect to the Professional Services and these Terms of Use will control with respect to the Users use of the Platform.

4. General Code of Conduct for Use of the Platform and Restrictions

By accessing and/or using the Platform, you agree that you will, and you will ensure that Users of your account will, at all times, use the Platform in good faith, and in compliance with all applicable local, provincial or state, national, and international laws. By accessing and/or using the Platform, you agree that you will not, and you will ensure that Users of your account do not: (a) use the Platform in any manner that in any way violates this Agreement or any other applicable policy posted on the Platform; (b) use the Platform in any manner that violates any intellectual property rights of ţţ�㷨 or any third party; (c) use the Platform in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website; (d) use the Platform in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to ţţ�㷨 or a third party, or to damage or obtain unauthorized access to any system, data, or other information (whether Personal Information or not) of ţţ�㷨, other Users, or any other third party; (e) take any action that imposes or may impose (as determined by ţţ�㷨 in its sole discretion) an unreasonable or disproportionately large load on ţţ�㷨’s (or its third party providers’) infrastructures; (f) interfere or attempt to interfere with the proper functioning of the Platform or any activities conducted through the Platform; (g) bypass any measures ţţ�㷨 may use to prevent or restrict access to the Platform or any element thereof; (h) use manual or automated software, devices, or other processes to “crawl” or “spider” any page on the Platform; (i) harvest or scrape any content from Platform in an unreasonable manner; (j) take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or other promotions in connection with the Platform; (k) use the Platform to advertise or promote products or services that are not expressly approved in advance in writing by ţţ�㷨, or as permitted by this Agreement or the functionalities of the Platform; (l) use the Platform to in any way collect information (whether Personal or not) of any third party or in violation of ţţ�㷨’s Privacy Policy; (m) interfere with any third party’s use or enjoyment of the Platform; (n) do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, illegal, fraudulent or harmful to any third party; or (o) attempt to do any of the foregoing prohibitions.

5. Accounts, Passwords, and Logged-in Users Requirements

By accessing and/or using the Platform, you agree that you will, and you will ensure that Users of your account will, comply with the following:

a. Accounts and Passwords
In order to use certain aspects and functions of the Platform, you may be required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions and conditions as outlined elsewhere in this Agreement, and for certain of the Platform, at the sole discretion of ţţ�㷨.

As part of the account registration, you may be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties. You may also be assigned a password. You are responsible for maintaining the confidentiality of your password and are responsible for all activities that occur under your account whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account.

If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. ţţ�㷨, its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives“), will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Platform with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard.

ţţ�㷨 reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including but not limited to whether you have violated the letter or spirit of this Agreement, as more fully described herein-below.

b. Age Requirements
You must be 18 years of age or the age of majority in your province, state, territory or country, to use the Platform. Individuals under the age of 18, or applicable age of majority, may utilize the Platform only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to this Agreement.

c. Account Information
The information required to create a User account is set forth in the Platform. Any information you submit as part of the sign-up process may be referred to in this Agreement as “Account Information”.
By submitting Account Information, you represent and warrant that the Account Information is true and accurate to the best of your knowledge. When you are submitting Account Information on behalf of a Legal Entity, you represent and warrant that you have the authority to submit Account Information on behalf of the Legal Entity. Submitting false or misleading Account Information may result in you being banned from using the Platform, at our sole discretion.

6. Subscription Fees; Additional Project Fees; Evaluation Fees; Other Fees; Auto-renewal and Cancellation; Payments; Taxes; and Payment Processing

a. Subscription Fees
The fees for Subscription plans available for purchase are the amounts listed in the Platform (the “Subscription Fees”). Subscriptions must be paid in full and prior to the Subscription activation. ţţ�㷨 will provide access to the Platform once ţţ�㷨 has received payment of the Subscription Fees in full and, subject to the terms and conditions of this, Agreement, access to the Platform will continue for the duration of the Subscription Term. ţţ�㷨 will charge you Subscription Fees for every Subscription Term, which will renew automatically for the same length as the previous Subscription Term. The card on your account will be billed for the new Subscription Term at the then current Subscription Fee. If you wish to change to a different Subscription, you may contact ţţ�㷨 at 1-888-997-1101 or contact your account manager no less than five (5) days prior to the end of your current Subscription Term to make such request. You are required to keep your contact information and billing Information up to date, even if you are not currently using the Platform. All payment obligations for Subscription Fees are non-disputable and all amounts paid are non-refundable. Any unused features, offerings, and/or functionality of your Subscription, including but not limited to User Generated Documents, Projects, or access for Users have no cash value and will expire at the end of the Subscription Term.

b. Additional Project Fees and Additional User Fees
The fees for Additional Projects or Additional Users available for purchase through your Subscription are the amounts listed in the Platform (respectively, the “Additional Project Fees” and the “Additional User Fees”). Additional Project Fees and Additional User Fees must be paid in full and prior to Additional Project or Additional User activations. Your use of the Platform to create Additional Projects shall result in debits of Additional Projects you purchased once you have exhausted the number of Projects available to you through your Subscription.  The number of Additional Projects remaining shall be displayed to you when you are a Logged-in User. Additional User Fees purchased during the course of your Subscription Term will be prorated for the remainder of your Subscription Term from the time the Additional Users were added to your Subscription. The Additional Project Fees and Additional User Fees will be debited directly from the credit card account designated by you in your account. Any unused Additional Projects and/or access for Additional Users purchased during a Subscription Term, will expire at the end of the then-current Subscription Term and will not roll over to a new Subscription or Subscription Term, even if the Subscription automatically renews. All payment obligations for Additional Project Fees and Additional User Fees are non-disputable and all amounts paid are non-refundable. Expired Additional Projects or access for Additional Users have no cash value.  

c. Evaluation Fees
The fees for Evaluation Subscriptions available for purchase are the amounts listed in the Platform (“Evaluation Fees”).  Evaluation Fees must be paid in full and prior to the Evaluation Subscription activation. The Evaluation Fees will automatically be deducted from the first Subscription Fee, provided that the Evaluation Subscription is not canceled during the Evaluation Period. All payment obligations for Evaluation Fees are non-disputable and all amounts paid are non-refundable. Any unused features, offerings, and/or functionality of your Evaluation Subscription, including but not limited to User Generated Documents, Projects or access for Users have no cash value and will expire at the end of the Evaluation Period.

d. Other Fees
Unless you have a separate written agreement with ţţ�㷨, fees for Users to create Permit Plan Sets through the Platform, purchase Professional Services through the Platform, and create other documents through the Platform, as may be offered by ţţ�㷨 through the Platform at ţţ�㷨’s sole discretion are the amounts listed in the Platform (the “Other Fees”). All payment obligations for Other Fees are non-disputable and all amounts paid are non-refundable. Unless you have a separate written agreement with ţţ�㷨, Other Fees must be paid in full and prior to your creation of Permit Plan Sets or other documents or ţţ�㷨’s initiation of Professional Services.

e. Auto-renewal and Cancellation
You may prevent the automatic renewal of your Subscription by canceling your account no less than five (5) days prior to the end of the Subscription Term. To cancel your Subscription, you must send an email to accounts@solargraf.com and explain the reason for cancellation. Cancellation requests are only processed once you have received written confirmation from ţţ�㷨 via email. Only the Primary User may submit a cancellation request for their account; Authorized Users are not permitted to request account cancellation. Cancellations will be processed within five (5) business days of request. Your account and this Agreement are not considered terminated/cancelled until you receive a reply with a written confirmation via email, or a verbal confirmation on the phone. Cancellation requests sent through agents via Live Chat, in person, or through other email addresses will not be processed. ţţ�㷨 reserves the right to terminate any and all written agreements, including this Agreement at any time, as more fully described herein-below.

f. Payment
When you purchase a Subscription, Evaluation Subscription, Additional Projects, access for Additional Users, Permit Plan Sets, other documents and services ţţ�㷨 may make available from time to time, or Professional Services through the Platform, you acknowledge and agree that: 
(i) You shall pay the fees set forth in the Platform for the applicable matter. Unless otherwise stated, all Subscription Fees, Evaluation Fees, Additional Project Fees, Additional User Fees, and Other Fees are quoted in U.S. Dollars. 
(ii) ţţ�㷨 may change its terms, plans, and fees for any of the Subscriptions, Additional Projects, Additional Users, Permit Plan Sets, other documents and services ţţ�㷨 may make available from time to time through the Platform, and/or Professional Services, or any portion thereof, at any time. Notwithstanding the foregoing, if you have purchased a Subscription for a Subscription Term or an Evaluation Subscription for an Evaluation Period, there will be no adjustment of the Subscription Fees, Evaluation Fees, Additional Project Fees, Additional User Fees, during the respective Subscription Term or Evaluation Period. 
(iii) ţţ�㷨 will bill your credit card on file and you agree to pay the non-refundable Subscription Fees or Evaluation Fees associated with the subscription or evaluation plan you selected, and the Additional Project Fees, Additional User, and Other Fees, if any, as applicable, in advance.

g. Taxes
All fees are exclusive of all withholding, excise, sales, use and similar taxes, fees, charges, duties, and assessments, in each case imposed by any governmental authority on the transactions or amounts payable hereunder (except taxes on ţţ�㷨’s income which will be ţţ�㷨’s responsibility) (collectively, “Taxes”). You will reimburse ţţ�㷨 for any Taxes.

h. Payment Processing
All Subscription Fees, Evaluation Fees, Additional Project Fees, Additional User Fees, and Other Fees, paid through the Platform are processed using a secure https:// connection, and payment processing is handled through “Payment Processors” currently Stripe.com, though this is subject to change without notice. The Payment Processors currently accept Visa, MasterCard, and American Express as payment options, but these are subject to change without notice. Once transactions are accepted by a Payment Processor, they are processed in accordance with their program rules and procedures and terms of use. ţţ�㷨 and the Payment Processors are unaffiliated companies, and ţţ�㷨 has no influence on the operations of the Payment Processors. ţţ�㷨 and/or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Payment Processors.

7. Disclaimer Regarding Energy Savings

ţţ�㷨 uses government data, weather data and general financial rules, formulas and processes to create User Generated Documents, savings forecasts, and production forecasts that are made available through the Platform. However, ţţ�㷨 makes no representations or warranties regarding such data, rules, formulas and processes, and ţţ�㷨 and / or its Representatives shall in no way be held responsible for any difference between potential outlined in a Proposal or User Generated Document for a Solar Job and actual savings achieved by having a completed Solar Job on a Property Owner’s Property. By using the Platform, you expressly acknowledge and agree to this disclaimer. 

8. Proprietary Rights and User Content Rights

a. Intellectual Property Rights
You acknowledge that: (i) the Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (ii) ţţ�㷨 and/or third parties (via license) own all right, title and interest in and to the Platform and the content that may be presented or accessed through the Platform, including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under this Agreement are reserved to ţţ�㷨 and its licensors. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

You agree that you will not, and will not allow any third party, to (x) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Platform, or content that may be presented or accessed through the Platform for any purpose, unless otherwise permitted by this Agreement or the functionalities of the Platform; (xi) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Platform; or (xii) remove, obscure, or alter ţţ�㷨’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Platform.

The content, arrangement and layout of the Platform, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to ţţ�㷨, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of ţţ�㷨, or as permitted by the functionality of the Platform or this Agreement. Any unauthorized use of the content, arrangement or layout of the Platform, Computer Code, images, logos, videos, audio or trademarks found in the Platform or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and ţţ�㷨 may take action accordingly.

The above paragraph further applies to third party property used as part of the Platform, including but not limited to third party Computer Code. For the purposes of the present section, “Computer Code” includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

You acknowledge and agree that any rights or licenses granted to you elsewhere in this Agreement are limited to the limited use of the Computer Code as manifested in the Platform. Any rights or license granted to you in no way includes the underlying Computer Code.

b. Submitted Information
If you choose to communicate to ţţ�㷨 (via any means) suggestions for improvements to the Platform (collectively, “Feedback”), ţţ�㷨 shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to ţţ�㷨 and waive in favor of ţţ�㷨, its successors and assigns all your moral rights in the Feedback and agree to provide ţţ�㷨 with such assistance as ţţ�㷨 may require to document, perfect, and maintain ţţ�㷨’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to ţţ�㷨, you are not entitled to any compensation or reimbursement of any kind from ţţ�㷨 under any circumstances.

c. User Content
As a Logged-in User, you may use the Platform to create and submit text which may be visible to other Users or third parties in various ways. You may also upload certain file types including but not necessarily limited to text, photographs, graphics, video, audio or any other type of media or content, and other interactive features generated, provided, or otherwise made accessible on or through the Platform. All of the foregoing shall be deemed “User Content”. By creating, submitting and / or uploading User Content, you agree to be bound by the ţţ�㷨 policy for User Content as described in this section (the User Content Policy).

When you submit User Content, you acknowledge and agree to the following: (i) User Content submitted by you does not violate any intellectual property right or other proprietary right of a third party. Without limiting the generality of the foregoing, you acknowledge that any User Content submitted is your own original works or works for which you have been granted a valid license to reproduce or display. You affirm, represent and warrant that: (A) you own or have the necessary licenses, rights, consents, and permissions to use and authorize ţţ�㷨 to use all intellectual property rights and other proprietary rights in and to the User Content (or the individual constituent elements thereof) as set out herein; and (B) have all necessary consents to collect, use and disclose any personally identifiable information and images (of yourself or third parties) contained or displayed in the User Content to enable inclusion and use of the User Content in the manner contemplated by the Platform and this Agreement; (ii) You retain all of your ownership rights in the User Content you submit. However, by submitting User Content to ţţ�㷨, you hereby grant ţţ�㷨 a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, edit, translate, reproduce, distribute, display, and/or perform and otherwise fully exploit the User Content in connection with the Platform and/or ţţ�㷨‘s (and its successors’ and affiliates’) business or activities, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels without any compensation to you. You understand and agree that ţţ�㷨 may retain, but not display or distribute, server copies of User Content that have been removed or deleted; (iii) You also hereby waive any moral rights you may have in your User Content and grant other Users of the Platform a non-exclusive license to access your User Content, and to use, reproduce, distribute, display and / or perform such User Content as permitted through the functionality of the Platform and under this Agreement; (iv) The licenses granted by you in the previous two sections in regards to the User Content are perpetual and irrevocable, and apply throughout the world and in any and all media as applicable; (v) You will not upload any User Content that is unlawful, such as User Content that is threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of another’s privacy, or otherwise tortuous. Furthermore, you will not upload any User Content that is racist, sexist, homophobic, or otherwise offensive to any minority or group; contains any adult content or political militancy; or upload any User Content that contains any viruses, commercial solicitations (except as contemplated by the Platform), mass mailing, chain mailing or any other form of spam; and (vi) You will not include in User Content links to any third-party website that is a spam or phishing website, to any website that sells goods or services not related to the activities or themes of the Platform, or to any website that may violate any applicable law.

When you are accessing or downloading User Content of a Logged-in User, you acknowledge that any use of User Content accessed or downloaded by you while using the Platform is at your own risk and you will be solely responsible for any damage or loss to you or any third party arising therefrom, and ţţ�㷨 disclaims any responsibility in this regard.

If you believe that a Logged-in User has posted User Content that violates this Agreement, please contact us at legal@enphase.com so that we may conduct an inquiry. ţţ�㷨 retains absolute discretion whether to remove or modify any User Content or take any other action pursuant to your report.

User Content is not edited, curated or otherwise modified or checked by ţţ�㷨 prior to posting. However, ţţ�㷨 reserves the right, in its sole discretion, to remove or modify immediately and without notice any User Content that violates the User Content Policy.

ţţ�㷨 and its Representatives will not be held liable for any damages, pecuniary or otherwise, to you or any third party arising from your submission or use of User Content, whether it violates the User Content Policy or not, or our removal or modification thereof, and disclaims any responsibility in this regard.

9. Interruption of Platform

From time to time, the Platform may be unavailable for brief periods of time for maintenance and/or modifications to the Platform. While we will endeavor to make this unavailability as brief as possible, ţţ�㷨 and its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Platform, and disclaims any responsibility thereto.

10. Suspension or Termination of your Account; Termination of the Platform Use and this Agreement; and Expiration of your Subscription

You agree that ţţ�㷨, in its sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials, or otherwise suspend or terminate your access to or use of the Platform (or any portion thereof), immediately and without notice, for any reason, including, without limitation, if ţţ�㷨 believes that you have acted inconsistently with the letter or spirit of this Terms of Use, the ţţ�㷨 Terms of Service, or the ţţ�㷨 Privacy Policy, or have repeatedly violated any other posted policy.

ţţ�㷨 may also, in its sole discretion and at any time, discontinue providing the Platform, or any portion thereof, with or without notice. You agree that ţţ�㷨 shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Platform, or from ţţ�㷨’s termination of the Platform or any part thereof.

Provided that ţţ�㷨 has not suspended or revoked your account credentials or terminated your access to or use of the Platform pursuant to this Section, you will have six (6) months from the date your Subscription or Evaluation Subscription expires to access and download current Projects from the Platform, after which time, your access to the Platform will terminate. For further clarity, once your Subscription expires, you will not be able to use the Platform to create new projects unless you pay for a new Subscription.

Termination of the Platform or your access to the Platform shall terminate this Agreement as between you and ţţ�㷨. All provisions of this Agreement which by their nature should survive termination of this Agreement shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

11. Access to Third Party Websites or Services

From time to time, the Platform may provide access to third party websites or services. Links from the Platform may take you to websites or services not covered by this Agreement. When you access third party resources in this manner, you do so at your own risk. ţţ�㷨 provides this access as a convenience to you and ţţ�㷨 takes no responsibility for your use of those third party websites or services, nor protection of your privacy (including collection of your personal information) on those third party websites or services. We encourage you to check the terms of use and/or privacy policy of any third party website or service you visit. ţţ�㷨 does not make any claim or warranty whatsoever about the content of those third party websites or services to which we link or provide access, nor any products or services available through those third party websites (whether for free or for purchase) nor the third parties operating those third party websites.

In no way will ţţ�㷨 or its Representatives be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (a) for your use of third party websites or other services that may be accessed  from the Platform or the information thereon; (b) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those third party websites or services; (c) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to third party website or service; or (d) for the actions of the operators of any such third party website or service, even if such operators are other Users.

12. Disclaimer of Warranties

You expressly understand and agree that your use of the Platform, the information or material thereon (whether provided by ţţ�㷨 or third parties, including but not limited to other Users) or any activity arising from your use of the Platform or the information thereon (including but not limited to the completion of, or participation in, a Job) or the materials streamed or downloaded therefrom is at your sole risk. The Platform, any materials downloaded therefrom, or any third party materials, are provided on an “as is” and “as available” basis, and you will be solely responsible for any damage to your computer or Device or loss of data that results from the download or access of any material obtained through the use of the Platform or any other functionalities of the Platform, or losses or damages (pecuniary or otherwise) resulting from (a) your use of the Platform, the information thereon, any materials downloaded therefrom, or (b) any activity arising from the use of the Platform or the information thereon (including but not limited to the completion of, or participation in, a Job) or any materials downloaded therefrom.

The information or resources provided through the Platform, written or produced by ţţ�㷨 staff, freelance writers or other subcontractors are known to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Platform is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur, and ţţ�㷨 and / or its Representatives shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, through the Platform.

ţţ�㷨 expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Platform, the information thereon or any materials downloaded therefrom, and any third-party materials (including but not limited to other  Users and User Content) will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. ţţ�㷨 and its Representatives do not warrant that: (v) the Platform will be secure or available at any particular time or location; (w) any defects or errors or omissions will be corrected; (x) any content or software available at or through the Platform is free of viruses or other harmful components; (y) functionalities of the Platform will work equally in desktop and Device environments; or (z) the results of using the Platform, or any activity arising therefrom (including but not limited to using the completion of, or participation in, a Job), or any content downloaded therefrom will meet your requirements.

13. Limitation of Liability

To the maximum extent permitted by law, ţţ�㷨 shall not be liable and assumes no responsibility for any loss or damages arising from or relating to the information available through the Platform or downloaded therefrom, the use of the Platform, activities arising from your use of the Platform (including but not limited to the completion of, or participation in, a Job), or any third-party materials available through the Platform, even if such third parties are other Users.

To the maximum extent permitted by law, neither ţţ�㷨 nor its Representatives be liable for any indirect, incidental, extraordinary, consequential, special, punitive or exemplary damages (including, without limitation, loss of revenue or profits, lost or damaged data, loss of use, business interruption or any other pecuniary loss), arising out of or relating to the Platform or your use, misuse or inability to use the Platform, even if ţţ�㷨 has been advised of the possibility of such damages. To the maximum extent permitted by law, in no event will the aggregate cumulative liability of ţţ�㷨 or its Representatives arising from or relating to this Agreement or the Platform exceed the Subscription Fees paid by the User to ţţ�㷨 under this Agreement during the twelve (12) month period prior to the event giving rise to the claim. This limitation of liability will apply regardless of the form of action, whether in contract, warranty, tort, negligence, strict liability or under any other legal theory. The foregoing disclaimers, waivers and limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the limitation or exclusion of liability, so the above limitations may not apply to you.

14. Indemnity

Notwithstanding any other term of this Agreement or any act or failure to act by ţţ�㷨 or its Representatives, you agree to indemnify, defend and hold harmless ţţ�㷨 and its Representatives, or its affiliates and their Representatives, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (a) your use of or connection to the Platform or the information thereon or information or materials downloaded or provided to you therefrom or data or the information provided by you thereto; (b) your participation in any activities arising from the Platform (including but not limited to completion of, or participation in, a Job), the information thereon or information or materials downloaded therefrom; (c) your violation of, or failure to perform your obligations under these Terms of Use for the Solargraf Platform, the ţţ�㷨 Terms of Service, or the ţţ�㷨 Privacy Policy; or (d) your violation of any rights of a third party.

15. Governing Laws and Jurisdiction

This Agreement, and your use of the Platform shall be governed by and construed in accordance with the laws of the State of California, U.S.A, without regard to its principles of conflicts of laws. You agree that any legal action or proceeding between you and ţţ�㷨 shall be brought exclusively in the state courts located in Alameda, California, or in the United States District Court for the Northern District of California. Notwithstanding the foregoing, ţţ�㷨 shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (a) to seek injunctive relief against you; (b) to obtain a judgment against you where a judgment by a California court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (c) to enforce in your jurisdiction a judgment obtained against you in a California court.

16. Miscellaneous Provisions

(a) This Agreement, in conjunction with the ţţ�㷨 Privacy Policy, constitutes the entire agreement between you and ţţ�㷨 with respect to your use of the Platform, superseding any prior agreements between you and ţţ�㷨, its predecessors, affiliates or subsidiaries. 
(b) ţţ�㷨 shall not be liable for any failure to perform its obligations under this Agreement where such failure results from any cause beyond ţţ�㷨’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
(c) If any provision of this Agreement or the ţţ�㷨 Privacy Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement or the ţţ�㷨 Privacy Policy, as the case may be, shall remain in full force and effect.
(d) The failure of ţţ�㷨 to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision, which will still be available to ţţ�㷨.
(e) The section titles in this Agreement are for convenience only and have no legal or contractual effect.
(f) ţţ�㷨 reserves the right, at any time and without prior notice, to modify or replace any of terms of this Agreement. Any changes to this Agreement can be found at the URL . It is your responsibility to check such URL periodically for changes. Your use of the Platform following the posting of any changes to this Agreement constitutes acceptance of those changes. If there are any significant changes to this Agreement that materially affect your relationship with us, we will use commercially reasonable efforts to notify you by sending a notice to the primary email address specified in your account, or by posting a prominent notice when you log in to your account for the first time following those changes.
(g) If you are granted access to the Solargraf application programming interface (“API”), you agree that your use of such API is solely governed by the terms of the Solargraf API License Agreement located at the URL /legal/solargraf-api-license-agreement.

17. Definitions

“Device” refers to the handheld or tablet device through which you may be accessing and using a mobile version of the Platform. 
“ţţ�㷨” means ţţ�㷨, Inc., a Delaware corporation.
“Job” refers to the installation of solar panels or storage products on a Property by a Solar Installer (a “Solar Job”). Job also includes the plans for the Job, as created through the Platform by a Solar Installer.
“Permit Plan Sets” means a collection of drawings and other documents required to be submitted to a local authority having jurisdiction (“AHJ”) to obtain construction approval for a Job. 
“Platform” is the proprietary software service that ţţ�㷨 has developed that allows Solar Installers and to create User Generated Documents for solar Jobs. The Platform collectively includes the Solargraf software services currently located at the URL /.
“Professional Services” means the following services performed by ţţ�㷨 or its subcontractors on your behalf pursuant to orders you place using the Platform: services offered by ţţ�㷨 through the Platform, which may, at ţţ�㷨’s sole discretion, include but not be limited to design and proposal services, permit plan sets services, and/or engineering review and stamping services
“Project” means a User’s design and creation of a Proposal through such User’s Subscription to the Platform.
“Property” refers to a residential or commercial property where solar panels may be installed, repaired or maintained as part of a Job.
“Property Owner” means the owner of Property that is the object of the User Generated Documents from Users and/or Solar Installers.
“Proposal” refers to an estimate for completion of a Job created by a Solar Installer through the Solargraf design and proposal service. 
“Solar Installers” means local contractors who are Users of the Platform in various capacities relating to Solar Jobs. 
“Subscription” means the purchase of the right to access and use the Platform for the period of time, by the number of Users, and for the number of Projects as set forth and described in the Platform.
“Users” means anyone using the Platform under the Primary User’s account credentials. The User who created the Platform account is the “Primary User”. In this Agreement, a User may also be referred to as “you“. When a User has created an account and is logged in, they may be referred to as a “Logged-in User”. Where a Subscription allows for multiple Users, such Users (up to the maximum number permitted by the Subscription) may be referred to as “Authorized Users”.

18. Support

If you have any questions about the Platform, please contact us through the channels below:

Phone: 1-888-997-1101

Email: support@solargraf.com

Live Chat: In Solargraf App