Terms and Conditions of Use

Solentrex Inc.

Subscription Services Are Provided On The Basis Of The Terms And Conditions Of Use And Our Privacy Policy.

THE TERMS AND CONDITIONS OF USE ("TERMS") AND THE SERVICE ORDER(S) (COLLECTIVELY, "AGREEMENT") GOVERN YOUR ACCESS AND USE OF THE SOLENTREX SUBSCRIPTION SERVICES.

SOLENTREX MAY PROVIDE AN AMENDED OR SEPARATE AGREEMENT TO AN INDIVIDUAL OR A COMPANY PROVIDING ACCESS TO DATA OR SUBSCRIPTION SERVICES OUTSIDE OF PUBLISHED TERMS AND CONDITIONS OF USE.

SOLENTREX INC. will provide Subscription Services to a Company or an Individual as a Software as a Service (SaaS) basis upon accepting all terms and conditions in this agreement (Terms and Conditions of Use).

Upon registration, a Company or Individual will be required to accept the TERMS AND CONDITIONS OF USE. By accepting the Terms and Conditions of Use, you accept and will be bound by the terms of this Agreement.

The individual registering and accepting the Terms and Conditions of Use on behalf of any Corporate Entity, warrants that he or she has the authority to bind that company or other legal entity to this Agreement.

SOLENTREX INC. HAS THE LEGAL AUTHORITY TO UPDATE THE TERMS AND CONDITIONS OF USE AT ANY TIME WITHOUT NOTICE.

1. Definitions

"Company" is defined as, any solar sales company, installation company (EPC), or solar trade specialist that is the Primary Account holder that has agreed to the Terms and Conditions of Use.
"Intellectual Property Rights" is defined as, all patents, provisional patents, patent application and disclosures, trade secrets, copyrights, workflows, process, as well as all other intellectual property rights defendable by applicable law worldwide.
"Subscription Services" is defined as, Solentrex cloud-based Solar Design, CRM, CAD, AI, tools and other software or services provided by or made available by Solentrex Inc.
"Customer Data" is defined as, all user and customer data and information that is provided through SOLENTREX SaaS platform as well information provided by contracts and agreements for subscription services.
"Authorized User" is defined as, any user that has accepted the Terms and Conditions of Use and has created an account. Authorized User is also defined by employees or independent contractors that have been provided access to subscription services on behalf of the Company.
"Person" is defined as, any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
"Project" is defined as, an individual location or address for the creation of a solar installation, sale proposal(s), site model(s), or Design(s) via the Subscription Services. The Solentrex Platform can provide multiple projects for a unique address or location.
"Design" is defined as, a site model and solar configuration that belongs to a specific Project.
"Service-Generated Output" is defined as, any and or all documentation, images, CAD, drawings, calculations, reports or any other data generated or created using the Solentrex SaaS platform.
"Service Order" is defined as, the agreement or order created that describes the Subscription Services to be provided and establishes the fee schedule subject to the terms and conditions of use contained herein.

2. Subscription Services

2.1 Account and Authorized Users

Solentrex reserves the right to terminate a Company Account or User at any time for any reason. Company is responsible for requiring all authorized users, employees, agents, and representatives comply with the Terms and Conditions of Use and Subscription Service Contract. Company will be responsible for all actions taken under Company's Account, whether such action was taken by an Authorized User or by another Person using the Authorized User Account. Company and Authorized Users are responsible for maintaining the confidentiality of Company's Account, including the logins and passwords for all Company's Authorized Users. User Accounts may be terminated if the Authorized user shares any user identifications, Account numbers, login user IDs, passwords, Account profiles or other credentials for Company's Account with any other Person or otherwise permit any other Person to access or use the Subscription Services. It is the Companies responsibility to notify Solentrex if credentials are lost, stolen, compromised or disclosed to an unauthorized third party, or if there has been unauthorized access to the Authorized User account.

2.2 Provision of Subscription Services

Solentrex will provide Subscription Services to an Authorized User under the conditions of the Terms and Conditions of use including all payments due. Solentrex will provide you with Cloud Subscription Services, and hereby grants you and your Authorized Users a non-exclusive and non-transferable license to:

Use of Subscription Services for Companies business purposes limited to the number of Authorized Users on the account and all fees for Account Authorized Users have been paid, and
Authorized Users may distribute and reproduce to clients or prospective clients all Project data specific to the client. Authorized User may not modify, create derivative works of, publicly display or perform, or remove any identifying legend or marking from the generated Project materials. The Authorized User rights for Subscription Services are limited to those granted in Section 2.2. Solentrex and its licensors reserve all rights in and to the Subscription Services.

2.3 Restrictions

Company will not permit or assist any Person without limitation, Authorized User(s) to directly or indirectly:

Provide access or use Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement.
Copy, modify, distribute or create derivative works of the Subscription Services, in whole or in part, except as expressly permitted for Project Output in Section 2.2 above.
Copy workflows, source code, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any component of, the Subscription Services, in whole or in part, or any systems or networks that connect to the Solentrex Cloud Platform.
I-frame, sell, resell, rent, lease, license, sublicense, or provide access to the Subscription Services to any Person or Company, or transfer your rights under this agreement for any Person or Company to access or use any or part of Solentrex Subscription Services for any purpose under this Agreement.
Infringe or misappropriate Intellectual Property Rights, or the right of any person that violates applicable law.
Disrupt or interfere with the performance or the integrity of data, imaging, or Subscription Services contained therein or transmitted thereby.
Download or access any data or content using any engine, software, tool, agent, device or mechanism including spiders, robots, crawlers or any other similar data mining tools.
Use or access by an Authorized User or provide access to any person to the Solentrex Cloud Platform for the purpose of gaining information on the performance, function or benchmarking for competitive purposes, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with Solentrex Products and Services.

2.4 Acceptable Use Policy

Company and Authorized Users shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. Company shall keep confidential and not disclose to any third parties and shall guarantee that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles.

2.5 Data Maintenance and Backup Procedures

In the event of any loss or corruption of Customer Data, Solentrex will use all commercially reasonable efforts to restore the lost or corrupted Customer Data from the most recent backup of Customer Data stored by a third-party backup provider. Solentrex is not responsible for any loss, destruction, or alteration of Customer Data caused by any third party.

SOLENTREX BEST EFFORTS TO RESTORE LOSS OR CORRUPTION OF DATA PURSUANT TO SECTION 2.5 WILL CONSTITUTE SOLENTREX SOLE LIABILITY AND THE COMPANY OR AUTHORIZED USER SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE SUBSCRIPTION SERVICES.

3. Fees, Service and Payment

Fees

Fees and Service schedules are set forth in the Service Order and in accordance with the terms and conditions of this Agreement ("Fees"). The Fees are non-refundable apart from the "Performance Guarantee" outlined in the Service Order. Solentrex has the sole right to modify the Fees schedule and Performance Guarantee after the term of the Service Order expiration.

Payments

Charges for Subscription services are due on a monthly billing cycle set forth in the Service Order and in accordance with the terms and conditions of this Agreement ("Payments"). Payments made later than the ten-day grace period will be accrued at a rate of 1.5% per month or, if lower, the highest rate permitted by applicable law. Solentrex will suspend the Company account access to the Subscription Services until all payments are made in full. All payments must be made in U.S. dollars. Except as expressly set forth in this Agreement, all payments are final and non-refundable. Company will be responsible for all costs and expenses incurred including legal fees, for collection of unpaid invoices, taxes and interest.

4. Ownership

Solentrex Inc. owns and has title to all worldwide right and interest in and to the Subscription Services including all Intellectual Property Rights and Patents. Company owns all worldwide right, title and interest in and to all Customer Data. Company will grant to Solentrex a non-exclusive, royalty-free, worldwide, transferable (in whole or in part), sublicensable license to:

Use of Customer Data to provide the Subscription Services hereunder for the term of Subscription Agreement.
Backup, archive and perform comprehensive analytics on the Customer Data for the use of developing advanced machine learning (AI) and distribute or display data output that does not personally identify the identity of an individual person.
Solentrex has the right to use Company information for promotional material to identify the Company as a Solentrex Customer. Company must provide written notice to Solentrex revoking the license in this subsection to use Company information on promotion materials.

5. Disclaimer of Warranty

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9 OR BY A THIRD PARTY VENDOR DIRECTLY TO CLIENT UNDER A SEPARATE AGREEMENT, THE SUBSCRIPTION SERVICES AND SOFTWARE ARE PROVIDED BY SOLENTREX "AS IS" AND WITHOUT WARRANTIES OR REPRESENTATIONS, CONDITIONS OR OTHER TERMS OF ANY KIND AND SOLENTREX EXCLUDES ALL IMPLIED WARRANTIES TO THE EXTENT PERMISSIBLE BY LAW (INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE). SOLENTREX DOES NOT GUARANTEE OR WARRANT THAT THE USE OF SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE, OR THAT SOLENTREX WILL CORRECT ALL SOFTWARE ERRORS.

Company assumes sole responsibility and full liability for the results generated and obtained by the use of Subscription Services (including all service and AI generated output) and for conclusions made on data provided for such use. Solentrex assumes no liability for any claims, losses, or any damage caused by data errors or omissions in customer data provided to Solentrex by Company or User or any results or Service Generated Output produced by the Subscription Services based upon Customer Data.

Company acknowledges and agrees that the data provided results and Service-Generated Output produced by the Subscription Services are based upon the processing of Customer Data and are estimates only, (this includes all performance data, engineering designs, plan-sets and/or customer proposals) that Solentrex does not warrant or guarantee that the estimates will match the plotting or measurements at a given site.

6. Obligations

6.1 Good Faith

As a condition to Solentrex obligations hereunder, Company will with its best efforts:

Provide Solentrex the cooperation and assistance to make available information that is needed to provide Subscription Services including, but not limited to, Customer Data, security access, information, APIs and software interfaces to Company business applications.
Provide personnel and any assistance as may be reasonably requested by Solentrex.
Perform in a timely manner all other of your responsibilities set forth in this Agreement.

6.2 Enforcement

Company will ensure that Authorized Users comply with the terms and conditions of this Agreement and will promptly notify Solentrex immediately by phone or email of any suspected or alleged breach of this Agreement. Company shall be liable for any violation of the terms and conditions of this Agreement by any Authorized User.

6.3 Customer Data Representations

Company represents and warrants to Solentrex that:

Company has all rights, power and full authority that are required for collection, use and processing of the Customer Data pursuant to this agreement.
Company acquisition, use or provision of Customer Data to Solentrex pursuant to this Agreement will not breach any third-party agreement or violate any applicable local, state or federal laws, regulations, orders or rules.

6.4 Internet Services

Company acknowledges and agrees that the Company and the Authorized User use of the Subscription Services is dependent upon access to Internet services. Company is solely responsible for acquiring and maintaining all Internet services and other hardware and software required to access and use the Subscription Services. Solentrex shall not be held liable for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such loss of Internet services or connectivity.

6.5 Google Programs and Services

Solentrex features that interoperate with Google programs and services depend on the continuing availability of applicable Google application programming interfaces ("APIs") and programs for use with the Solentrex Subscription Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to Solentrex, Solentrex may cease providing such features without entitling You or Reseller to any refund, credit, or other compensation.

7. Indemnification

7.1 By Solentrex

Subject to Section 7.5, Solentrex shall defend any suit or action brought against Company to the extent that it is based upon a third party claim that Solentrex through the Subscription Services as provided pursuant to this Agreement, has knowingly infringed any U.S. copyright or misappropriated any trade secret, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded in final judgment against or paid in settlement by you.

7.2 Exclusions

Solentrex will have no liability of any kind to the extent it results from:

Use of Solentrex Subscription Services by or with equipment, devices, software or any or all data not provided or supplied by Solentrex,
Any misuse of Subscription Services or data other than in accordance with this Agreement.

7.3 Injunctive Release

If Company use of the Subscription Services is, or in Solentrex's opinion is likely to be, enjoined due to the type of claim specified in Section 7.1, Solentrex may at its sole option and expense:

Solentrex may replace or modify the Subscription Services to make claims non-infringing and of equivalent functionality;
Procure the rights of the Company to continue using the Subscription Services under the terms of this Agreement;
If Solentrex is unable to resolve any claim specified in Section 7.1, will suspend or terminate the Company rights and Solentrex obligation under this Agreement for Subscription Services.

7.4 Sole Remedy

THE FOREGOING STATES THE ENTIRE OBLIGATION OF SOLENTREX AND ITS LICENSORS WITH RESPECT TO ANY CLAIMED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SUBSCRIPTION SERVICES.

Company and Solentrex has entered into this Agreement in reliance upon the limitations of liability and the disclaimers of damages set forth herein.

7.5 By Company

Company shall use all efforts to defend Solentrex and subsidiaries including its officers, directors, shareholders, employees and successors in interest (collectively, "SOLENTREX INDEMNITEES") from and against any action, claim or suit brought against a Solentrex Indemnitee by any third party in connection with Company or an Authorized User's use of the Subscription Services notwithstanding Solentrex responsibility under Section 7.1 of this Agreement.

7.6 Conditions

As a condition to Solentrex and Company respective obligations under this Section 7, Solentrex or Company seeking indemnification (the "Indemnitee") will:

Immediately notify the "Indemnitor" of the claim for which it is seeking indemnification; and,
Grant the Indemnitor sole control of the defense and settlement of the claim; and,
Provide the Indemnitor, at the Indemnitor's expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The Indemnitee has the right to retain counsel, at its expense, to participate in the defense or settlement of any claim.

8. Confidential Information

8.1 Definition

For the purpose of this Section 8, "Confidential Information" means all business or technical information, delivered to any party by or on behalf of Solentrex that is proprietary by nature and was clearly marked or labeled or otherwise adequately identified when received by such party as Confidential Information of Solentrex, provided that such term does not include information that:

Publicly known or otherwise known to Company or Authorized User prior to the time of such disclosure.
Otherwise becomes known to such Company or Authorized User other than disclosure by Solentrex.

8.2 Restrictions

Company will not use Solentrex Confidential Information except as necessary for the enforcement or performance of this Agreement, the exercise of any rights under this Agreement or reasonable internal business purposes.

9. Limitation of Liability

9.1 Exclusion of Damages

SOLENTREX WILL NOT BE LIABLE FOR ANY INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF SUBSCRIPTION SERVICES INCLUDING BUT NOT LIMITED TO GENERATED OUTPUT INCLUDING ANY AND ALL LIABILITY FOR ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, NOTWITHSTANDING THAT SOLENTREX HAD FOREKNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS.

9.2 Total Liability

SOLENTREX TOTAL LIABILITY UNDER THIS AGREEMENT FROM ALL CAUSES AND IMPLIED LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY COMPANY FOR THE PERIOD OF SIX MONTHS PROCEEDING NOTICE OF SUCH ACTION OR CLAIM.

10. Term and Termination

10.1 Term

This Agreement is initiated ("Effective Date") when the Company accepts the "Terms and Conditions of Use" during the initial login to the Subscription Services Account.

10.2 Non-Cancelable

Subscriptions for the Solentrex Subscription Service are non-cancelable during a subscription term, unless otherwise specified in Your Subscription agreement.

10.3 Termination

Company or Solentrex has the right to terminate this Agreement for breach of contract by either party with thirty (30) days' notice.

10.4 Effect of Termination

Upon termination of Subscription Agreement all user rights and access to the Subscription service will terminate. Solentrex has full rights to retain User and Customer data after the termination of this agreement.

10.5 Survival

The rights and obligations of Solentrex and Company are contained in this agreement.

11. Force Majeure

Solentrex and/or Company shall not be liable for any loss or damages resulting from any failure or delay in the performance of its obligations hereunder due to events beyond the reasonable control, which may include without limitation of denial-of-service attacks (DDOS), strikes, riots, insurrection, fires, flood, storm, explosions, natural disasters, pandemic, power outages, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and such party continues to use commercially reasonable efforts to resume performance.

12. Third Party Terms of Use

APIs and data services are provided to Solentrex by Google LLC. ("GOOGLE") By Agreeing to the Solentrex Terms and Conditions of Use, Company and Authorized Users also agree and are bound by the Google Terms of Service Agreements.

13. General

These Terms are governed by and construed in accordance with the laws of Arizona, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Services resides in the courts located in Goodyear, Arizona and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. If it turns out that a particular provision in these Terms is not enforceable, that will not affect any other provision.

Contact

For further information on Terms and Conditions of Use, contact:

Bryan Parks
Chief Operations Officer
support@solentrex.com