TERMS OF SERVICE
Last Updated: November 1st, 2022
SolarGrade, a product of HelioVolta LLC (“HelioVolta,” “we,” or “us”), is a cloud-based fieldwork management software available through our mobile applications (including tablet applications) (each a “Mobile App”) and our web site at www.SolarGrade.io and related web sites (collectively, the “Website”) and other related embeddable widgets, downloadable software, as well as other services provided by us and linking to these Terms of Service (collectively, together with the Mobile Apps, the “Service”). These Terms of Service (these “Terms”) form a legally binding contract between the person or entity that is party to the Agreement, as defined below, (“you,” or “your”) and HelioVolta regarding your use of the Service.
If you have entered into a separate agreement with HelioVolta (including by registering and subscribing to the Service via our Website) that incorporates these Terms, then these Terms form part of that agreement (collectively, the “Agreement”). If you and HelioVolta have entered into a separate agreement that does not incorporate these Terms, but rather, per its terms, governs all use of the Service by you, then, notwithstanding anything else in these Terms, that separate agreement will be the governing contract between you and HelioVolta regarding your use of the Service and these Terms will not apply.
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR AN ACCOUNT FOR THE SERVICE, DOWNLOADING AND INSTALLING A MOBILE APP, OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you are not eligible, or do not agree to these Terms, then please do not use the Service.
These Terms provide that all disputes between you and HelioVolta will be resolved by BINDING ARBITRATION. WE EACH AGREE TO GIVE UP THE RIGHT TO GO TO COURT TO ASSERT OR DEFEND CERTAIN RIGHTS UNDER THIS CONTRACT. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY and your claims cannot be brought as a class action. Please review Section 20 below for the details regarding your agreement to arbitrate any disputes with HelioVolta.
- Eligibility. You must be at least eighteen (18) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Service; and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are using the Service on behalf of an entity or organization, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such entity or organization.
- Use of the Service. Subject to your continued compliance with the Agreement, HelioVolta grants you a limited, non-transferable, non-exclusive, non-sublicensable right to access and use the Service solely in connection with your internal business operations. Your right to use the Service is subject to and contingent upon your compliance with all terms and conditions of the Agreement, including its limitations (such as limitations on the number of users, projects or inspections, and any other technical restrictions) that are associated with or determined by the subscription plan you have purchased pursuant to the Agreement as such subscription plans may be more particularly described on the Website or otherwise agreed between You and HelioVolta in writing from time to time in connection with the Agreement. Your use of the Service is also subject to your agreement and compliance with the end-user license agreements provided or made available with the Mobile Apps, as well as any acceptable use policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to on the Service. All such end user license terms, policies, rules and guidelines are hereby incorporated by reference into, and made a part of, these Terms. For security purposes, HelioVolta may cancel or suspend any user account that has not accessed the Services for an extended period of time as determined by HelioVolta in its sole discretion. If HelioVolta cancels a username, the user will need to establish a new Subscriber Account or User Account (as applicable).
- Accounts and Registration. When you register an account, you may be required to provide us with certain information about yourself (such as your e-mail address or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account access credentials including your password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org. Your account is for your use only, and no other persons may access the Service using your account. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account. You may have the option to purchase subscriptions for other user accounts (“Additional Accounts”) that are associated with your organization or the “Projects” you manage through the Service. If you purchase subscriptions for Additional Accounts, then you shall ensure that each such Additional Account is accessed only by the person that you have identified to HelioVolta as the authorized user of that account, and by no other person.
- Support. HelioVolta will make available requested general technical support for use of the Service during its normal business hours to you during your subscription term including in accordance with terms and conditions for support otherwise provided in the Agreement.
- Subscription Fees. You agree to pay to HelioVolta all amounts on the payment terms set forth in the Agreement, including in each case any applicable taxes (the “Subscription Fees”). Subscription Fees are nonrefundable (except as may otherwise be expressly provided herein). In the event of any change in the Subscription Fees applicable to the renewal of your subscription to the Service, HelioVolta will send you a notice of such change in advance of the renewal (via a message on or through the Service or email). You must cancel a subscription prior to renewal to avoid incurring Subscription Fees for the renewal term.
- General Payment Terms. All sales of subscriptions are final and related payments are non-refundable except to the extent otherwise expressly provided in the Agreement. Any credit extended by HelioVolta and the limits of the credit, are at HelioVolta’s sole discretion and may be reduced or terminated by HelioVolta at any time, for any reason. You authorize us to charge any payment card you provide to use for purposes of paying your Subscription Fees. A late charge is payable on all overdue balances while outstanding more than thirty (30) days past due at the rate of the lesser of 1.5% monthly and the highest rate allowed by law. HelioVolta may terminate or suspend access to the Service until overdue amounts are paid. All payments must be paid in U.S. Dollars. Except as otherwise specified in this Agreement, (i) all fees are exclusive of, and you are responsible for, applicable sales, use, and other applicable taxes. HelioVolta shall be entitled to recover from you any costs incurred in collecting any amount past due under the Agreement, including reasonable attorneys’ fees.
- Subscription Billing. Subject to any free trial period and except as otherwise may be agreed in writing, Subscription Fees are billed monthly. For payment, HelioVolta will charge the payment method you specify at the time of purchase or at any later time and you authorize HelioVolta to charge all sums described herein to such payment method. If you pay any applicable fees with a credit card, HelioVolta may seek preauthorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
- User Content.
- User Content Generally. As between you and HelioVolta, you retain ownership of content and information, including reports, drawings, maps, descriptions, photos, images, video, data, text, documents, correspondence, and other types of media submitted by or behalf of you to the Service (collectively, “User Content”).
- Limited License Grant to HelioVolta. You hereby grant HelioVolta a worldwide, non-exclusive, royalty-free, transferable right and license (with the right to sublicense) to host, store, transfer, display, distribute, use, and modify your User Content, in whole or in part, in any manner reasonably necessary to provide the Service and as otherwise permitted by the Agreement. The Service may include certain features that allow you to configure certain controls or limitations with respect to whether and how other users may access particular User Content. You acknowledge and agree that HelioVolta may also aggregate your User Content with similar content and data provided by other third parties and use and disclose such aggregated data for any business purposes, provided that such aggregated data does not identify you or contain any personally identifiable information of any individuals associated with you (“Aggregated Data”). As between HelioVolta and you, HelioVolta owns all Aggregated Data.
- Limited License Grant to Other Users. By publishing or sharing User Content with other users through the Service, you hereby grant the recipient of such User Content a non-exclusive license to access and use such User Content as contemplated by these Terms and the functionality and intended use of the Service (including functionality that allows further sharing of such User Content).
- User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By submitting, posting, publishing, or sharing User Content, you affirm, represent, warrant, and covenant that:
- you are the creator or owner of, or have the necessary licenses, rights, consents, and permissions to submit, post, publish, and share such User Content with HelioVolta and others, and to authorize HelioVolta and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 6 and in the manner contemplated by these Terms and consistent with the functionality and intended use of the Service; and
- your User Content, and the distribution and other use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third party’s rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third party or violate any law.
- Location-based Services. Some of the features of the Service may enable the Service to access your location in order to provide certain functionality based on your location (“Location-based Services”). In order to use Location-based Services, you must enable certain features of your mobile device, such as GPS, Wi-Fi, and Bluetooth, which enable the Service to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-location technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available. To the extent your location is collected through Wi-Fi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third-party, and you hereby consent to such third party accessing such information for the purpose of supporting the operation of Location-based Services. You may be given the option to automatically enable the provision of some Location-based Services through the Mobile App, and to enable or disable Location-based Services at any time through the Mobile Device’s settings. If you choose to disable any Location-based Services on your device and/or opt out of any Location-based Services through the App’s settings, you will not be able to use certain features of the Service. By enabling Location-based Services on your device, you agree and acknowledge that (i) we may collect or enable the collection of such location and device data and use it to provide the Service, (ii) the Service may provide Location-based Services related to and based on your then-current location, which may include disclosing your location to third-parties, and (iii) the Service may use any such information collected in connection with the provision of Location-based Services in connection with its provision of the Service. LOCATION DATA MAY NOT ALWAYS BE ACCURATE, AND HELIOVOLTA DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION-BASED SERVICES.
- No Backup of User Content. The Service should not be relied upon as a backup or single point of storage of User Content. You are solely responsible for maintaining backups of your User Content outside the Service, and HelioVolta will have no liability whatsoever to you arising out of or in connection with any loss, compromise, or corruption of any data you may submit, receive, transmit, or store through the Service. Once you terminate your account, you will no longer have access to retrieve or obtain any of your User Content and are advised to download User Content you wish to retain prior to the termination of your account.
- Feedback. You hereby grant us a perpetual, royalty-free, worldwide right to use any information, suggestions, bug reports or fixes, ideas provided by or on behalf of you to us for enhancements or modifications, or other feedback regarding the Service or any other HelioVolta product or service.
- Customer Reference. You agree that HelioVolta may reference you as a customer of HelioVolta, subject to your reasonable trademark and logo usage guidelines as may be provided in writing by Customer to HelioVolta.
- Restrictions on Use. You shall not, and shall not permit or encourage any third party to: (a) alter, modify, adapt, translate, reverse engineer, disassemble, decompile, or attempt to derive the source code of the Service or any part thereof, except to the extent that such activities are protected under applicable law; (b) sell, lease, rent, sublicense, redistribute or otherwise transfer or convey the Service or any part thereof to any third party; (c) use the Service for any time-sharing, outsourcing, service bureau, hosting, application service provider or like purposes; (d) use the Service for the purpose of developing a product or service that directly or indirectly competes with the Service, or to perform any competitive analysis; (e) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of HelioVolta or its licensors or suppliers contained within the Service or any part thereof; (f) use the Service other than as described in the user manuals or documentation for the Service provided or made available to you by HelioVolta, or use the Service with any unsupported software or hardware (as described in user manuals or documentation); (g) disclose the results of any benchmark tests on the Service without HelioVolta’s prior written consent; or (h) use the Service for any unlawful purpose. Any violation of any of the foregoing restrictions constitute a material breach of this Agreement.
- Third-Party Services and Linked Websites. HelioVolta may provide tools through the Service that enable you to connect your account in the Service to an account on unaffiliated third-party services, or through our implementation of third party buttons (such as “share” buttons). These connections may be used for purposes of exporting User Content and other information out of the Service to third-party services such as Dropbox and SharePoint. By using these connection tools, you hereby consent to the interoperation of your account with the applicable third-party service. Such third-party services are not under our control, and we are not responsible for their use of your exported User Content or other information. The Service may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content or use of your User Content or other information.
- Term; Termination. The Agreement will continue until the end of the subscription period you have purchased unless terminated earlier in accordance with these Terms. Thereafter, the Agreement will automatically renew for successive terms equal in length to the initial term of your subscription, unless terminated earlier in accordance with these Terms. If you violate any provision of the Agreement, including your payment obligations under Section 5, we may immediately terminate the Agreement and/or terminate or suspend your account. You may terminate your account at any time by contacting customer service at email@example.com. If you terminate your account, you will remain obligated to pay all outstanding fees, if any, required under your Agreement for the balance of your then subscription term. Each of us may also terminate this Agreement (i) if the other party ceases its business operations, (ii) becomes insolvent or unable to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. Additionally, HelioVolta may immediately terminate this Agreement and your access and use of the Service, if HelioVolta, in its sole discretion, discontinues operating and providing the Service to its customers generally, but in that case HelioVolta will provide you with a refund of any fees you may have pre-paid for the remainder of your subscription period. For clarity, access to Projects may be suspended or discontinued if the account responsible for administering those Projects is suspended or terminated.
- Changes to the Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. In the event that a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Service, by sending an email to any address you may have used to register for an account, or through other mechanisms. Generally, modifications to the Terms are effective upon publication, provided that if the changed Terms materially modify your rights or obligations, the changes are effective upon the earlier of (a) your using the Service with actual knowledge of the change, or (b) thirty days following publication of the modified Terms, and further provided that disputes arising under these Terms will be resolved in accordance with the Terms in effect that the time the dispute arose. If you do not accept the changed Terms, you may not continue to access and use the Service.
- Ownership; Proprietary Rights. As between the parties, the Service and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) are owned exclusively by HelioVolta or our third-party licensors. Except as expressly authorized by HelioVolta, you may not make use of the Service or the Materials. HelioVolta reserves all rights to the Service and the Materials not granted expressly in the Agreement.
- Indemnity. You agree that you will be responsible for your use of the Service, and you shall defend, indemnify, and hold harmless HelioVolta and its affiliates and their respective officers, directors, employees, consultants, owners, and agents (collectively, the “HelioVolta Parties”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with one or more of (i) your access to, use or misuse of the Service; (ii) your violation of the Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your User Content, (v) the negligent acts or omissions or willful misconduct of you or your authorized users or personnel, and (vi) any disputes or issues between you and any third party.
- Disclaimers; No Warranties
- THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. HELIOVOLTA SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. HELIOVOLTA DOES NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE WILL BE ACCURATE, UP TO DATE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY BY HELIOVOLTA THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALINGS WITH OTHER SERVICE USERS OR OTHER THIRD PARTIES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY INJURY, DEATH, AND DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT.
- SOME JURISDICTIONS MAY PROHIBIT OR LIMIT THE DISCLAIMERS IN THIS SECTION AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION IN WHICH CASE THE DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Limitation of Liability
- IN NO EVENT WILL HELIOVOLTA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THE AGREEMENT OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ANY OR ALL OF THE HELIOVOLTA ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
- YOU AGREE THAT THE AGGREGATE TOTAL OF ALL LIABILITY OF HELIOVOLTA ARISING OUT OF RELATING TO THE AGREEMENT INCLUDING USE OF OR ANY INABILITY TO USE THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE), WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO HELIOVOLTA FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO SUCH CLAIM.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN WHICH CASE HELIOVOLTA’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Governing Law; Jurisdiction. This Agreement is governed in all respects, including validity, interpretation and effect, by the laws of the State of California, without reference to the conflicts of laws rules or any other rules that would result in the application of a different body of law. The UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement. To the extent that any lawsuit or court proceeding is permitted hereunder, you and HelioVolta agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the County of San Diego, California for the purpose of litigating all disputes arising out of or related to this Agreement.
20. Dispute Resolution and Arbitration
21. Independent Contractor. The relationship of HelioVolta and you is solely that of independent contractors. Nothing contained in this Agreement will be construed to make either party the other’s partner, joint venturer, co-owner, agent, franchisee, or employee. Neither party is authorized or empowered to transact business, incur obligations, or make representations on behalf of the other party.
22. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us and other users. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
23. General. The Agreement constitutes the entire and exclusive understanding and agreement between you and HelioVolta regarding your use of and access to the Service, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Agreement at any time without notice. No waiver will be effective unless it is in writing and signed by an authorized representative of the waiving party, and any such waiver will only be applicable to the specific instance(s) referenced in such written waiver. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of the Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of the Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 9, 10, 11, 13, and 15-22.
24. Contact Information. The services hereunder are offered by HelioVolta LLC, located at 2553 Luciernaga St, Carlsbad, CA 92009. You may contact us by sending correspondence to the foregoing address or by emailing us at firstname.lastname@example.org. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.