By using, accessing, or registering on this site, any related individual, market specific or other sites, and/or mobile applications related to Rhythm Energy Services, LLC and its affiliates, parents, and subsidiaries (collectively, the “Company” or “us”) and/or participating in the Company’s “Solar Hub Services”, you (“you” or “User”) hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement and any future amendments and additions to this Agreement as we may publish from time to time (this “Agreement” or “Terms and Conditions”). This Agreement governs your use of our services and platform (the “Services”), as may be modified in our sole discretion.
If you do not agree to accept and be bound by this Agreement, you must immediately stop using the Company’s Services. The Company's provision of Services is expressly conditioned upon your assent to this Agreement in its entirety, and the Company reserves the right to deny Services to any person. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement. By using the Company’s Services, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and (iii) that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement. Except as set forth in preceding sentence, the right to use the Company’s services is personal to you and is not transferable to any other person or entity. The use of all personal data you submit to the Solar Hub Platform or which we collect about you is governed by our Privacy Notice (“Privacy Notice”). A copy of our Privacy Notice is available here. You acknowledge that by using the Solar Hub Platform you have reviewed the Privacy Notice.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE SOLAR HUB PLATFORM OR USE THE SERVICES.
BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR USING THE SOLAR HUB PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING, AS APPLICABLE FOR U.S. USERS, THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT) AND YOU ACCEPT ALL OF ITS TERMS.
Solar Advisory Services. The Company makes available certain solar and storage installation advisory services to individuals seeking to obtain a solar and/or storage system for their home. The Company will collect data from your through our platform, over the phone, and/or via email or text message, and the Company will use that information to (i) provide a recommendation regarding your decision to procure solar and/or storage systems for your residence from a third party, (ii) refer you to and share your information with third parties that provide solar system financing services (“Financing Providers”), and (iii) refer you to and share your information with third parties that provide solar system installation services (“Installers”). The Company’s recommendation is an estimate of based on the information you provide to us and our opinions, experience, and general industry knowledge and may not reflect the actual parameters or cost of the solar and/or storage system provided, required, or recommended by an Installer; further the Company provides no representation, warrantee, or guarantee of any kind with respect to the advice provided as part of the Services; however, the Company will use commercially reasonable efforts to provide commercially reasonable and beneficial advice based on the information you share provide to the Company. Should you choose to have solar and/or storage installed at your residence by an Installer that you were referred to by the Company, the Company may receive compensation from that Installer. The Company does not provide any warranty or guarantee of any kind, including but not limited to the quality, price, competency, of any solar system or the services provided by any Installer and/or Financing Provider. Any concerns, disputes, claims, or any other potential cause of action between you and an Installer or Financing Provider are solely between you and that third party, and you understand and agree that the Company may not be held liable for an action or inaction of any Installer or Financing Provider.
Rules for Use of the Services and Platform. During the term of this Agreement, you may use the Company’s Services for your personal use only (or for the use of a person, including a company or other organization that you are authorized to represent). You may use the Company’s Services to request solar system installation services solely with respect to a location where you are legally authorized to have such services performed. Requesters may not use the Company’s Services for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. Requesters agree to treat the Company, its personnel, and any Installer it is referred to by the Company courteously and lawfully. You shall NOT use the Company’s Services to do any of the following:
Upload files that contain viruses, trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other users.
Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.
Use the Company’s Services for any purpose or in any manner that is in violation of local, state, national, or international law.
Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.
Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to Services.
Use the Company’s services to collect usernames and/or email addresses of members by electronic or other means without our express prior written consent.
Conduct or forward surveys, contests, pyramid schemes, or chain letters.
Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Company’s platform, or post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
Imply or state that any statements you make are endorsed by us, without our prior written consent.
Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Company, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Company’s in any manner, or attempt to do any of the foregoing.
Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.
Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of 18, in an abusive, violent or sexual manner.
Register to use the Company’s services under different usernames or identities, after your account has been suspended or terminated.
Mirror or archive any part of the Company’s platform, websites, or apps, or any content or material contained on the Company’s properties without the Company's written permission.
Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.
Alter transmission data without the Company's consent.
No Screening. Installers or their personnel are not screened by the Company with a background check, license check, credit check, or any other formal screening process or procedure. THE COMPANY MAKES NO GUARANTEE THAT AN INSTALLER (OR ITS PERSONNEL) HAVE A CLEAN CRIMINAL RECORD OR APPROPRIATE LICENSES. FURTHER, THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING OR INSTALLER, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SOLAR AND/OR STORAGE SYSTEM SALE, FINANCING, OR INSTALLATION.
Consent for Company to share your information with Installers and Providers. You understand and agree that by providing the Company with information about yourself and your residence, including but not limited to your name, phone number, address, email address, and other personally identifiable information, you grant the Company the right to share that information with Installers and/or Financing Providers.
Consent to be Contacted.
General: Upon using the Company’s Services, you will be prompted to disclose certain information about yourself and your service requirements, and you your information will be captured by our website. The Company may send the information you provide us to Installers, who will need this information to respond to provide their own estimates and services. By providing this information to us you are requesting, and you expressly consent and agree to accept to being contacted by us and by our affiliates and business partners, via phone, fax, email, mail, text (SMS) messaging, push notifications, or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, in order that we may provide the Services, to service your account, to reasonably address matters pertaining to your account, or for other purposes reasonably related to the Services, our business, and our affiliates’ businesses, including marketing related emails. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. By consenting to being contacted by the Company, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages, sent by or on behalf of the Company, its affiliates, subsidiaries, parents, Financing and partners, including but not limited to: operational communications concerning your account or use of the Services, updates concerning new and existing features offered by the Company, communications concerning promotions run by us, and news concerning the Company and industry developments. You understand that either the Company a solar installer that works with the Company may use automated phone technology (including autodialed and prerecorded messages) to provide you with operational communications concerning your account or use of the Services, updates concerning new and existing features on our websites, communications concerning promotions run by us, and news concerning the Company and industry developments. You agree that by using the Services you are entering into a business relationship with the Company and thus agree to be contacted by the Company. You acknowledge that you are not required to consent to receive promotional messages or phone calls as a condition of using the Company’s Services. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your account. You may opt out of receiving promotional or marketing texts or calls from the Company at any time by sending an email to email@example.com.
Recording: You acknowledge that the Company or its third party service providers may record customer service calls after notice to you and with your consent, in order to assist you when you contact our customer support services. You agree to the Company's use of a third party service provider to mask your telephone number when you call or exchange text (SMS) messages with a Service Provider using a telephone number provided by the Company. During this process, the Company and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties' phone numbers, and the content of the text (SMS) messages. You agree to the masking process described above and to the Company's use and disclosure of this call data for its legitimate business purposes.
Provisions Specific to Text Messaging: You agree to receive recurring automated promotional and personalized marketing text (e.g., SMS and MMS) messages (e.g. cart reminders) from the Company and its affiliates, including text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate. Consent to receive automated marketing text messages is not a condition of any purchase. Msg & Data rates may apply. Message frequency will vary. The Company reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. The Company also reserves the right to change the short code or phone number from which messages are sent and we will notify you when we do so. Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. The Company, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages. Text the keyword STOP to our shortcode or in reply to a text message to cancel. After texting STOP to our shortcode or in reply to a text message you will receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the STOP keyword commands and agree that the Company and its Service Providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from the Company through any other programs you have joined until you separately unsubscribe from those programs. You acknowledge that by opting out of receiving text (SMS) messages from the Company, your use of the Company’s Services may be impacted. The Company and its affiliates may view, store, access and disclose messages exchanged between you and consumers transmitted via the Company's messaging platform. Text the keyword HELP to our shortcode to return customer care contact information.
False Information: You promise that all information you provide (including but not limited to your contact information, and any Ratings and Reviews of the Services that you provide will be accurate, current and truthful to the best of your knowledge. If you provide any information that is untrue, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to refuse any current or future use of our Services (or any portion thereof) by you. You are responsible for any use of Services offered by the Company by persons to whom you intentionally or negligently allow access to your password. TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING BUT NOT LIMITED TO NAME, PHONE NUMBER, ADDRESS OR E-MAIL ADDRESS IS A VERY SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS, TO THE COMPANY AND TO CONSUMERS, AS WELL AS THE LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND FURTHER, COULD RESULT IN REGULATORY FINES AND PENALTIES. ACCORDINGLY, IF YOU KNOWINGLY PROVIDE FALSE INFORMATION FOR, INCLUDING BUT NOT LIMITED TO SOME ONE ELSE'S NAME, E-MAIL ADDRESS, PHYSICAL ADDRESS OR PHONE NUMBER OR A RANDOM OR MADE UP NAME, ADDRESS, E-MAIL OR PHONE NUMBER YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO THE COMPANY FOR THE GREATER OF: (1) A MINIMUM AMOUNT OF $11,000 TO EACH OF THE COMPANY AND FOR EACH OF THE ACTUAL PERSON(S) AFFECTED BY ANY OF THE IMPROPER, INCORRECT OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE E-MAIL ADDRESS OR PHONE NUMBER, ETC.), PER IMPROPER SUBMISSION, PLUS ANY ATTORNEYS FEES COSTS AND EXPENSE RELATING THERETO, IF APPLICABLE, OR (2) THE ACTUAL DAMAGES, DIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL AND FRAUDULENT ACTIVITY, PLUS REASONABLE LEGAL FEES, COST AND EXPENSES RELATING THERETO.
Emails: The Company may send you confirmation and other transactional emails regarding Services. The Company and its affiliates, subsidiaries, parents may also send you emails about other services that we think might interest you (“Promotional Emails”). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
Call Recording. You acknowledge and agree that the Company, and its third-party vendors, may monitor and/or record any telephone calls between you and the Company.
Account Security. If you create a user account on the Solar Hub Platform, you represent and warrant that you are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing your account on the Solar Hub Platform. You are solely and fully responsible for all activities that occur under your password or account, except that the Company may, in certain circumstances, access your account to make changes that you request. The Company has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at firstname.lastname@example.org. You agree to provide us with proof of identity as we may reasonably request from time to time.
Term & Termination.
Term. This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.
Termination by the Company. We may terminate this Agreement or terminate or suspend your right to use the Services, or not provide Services at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on the Company’s websites, or if we otherwise find that you have engaged in inappropriate and/or offensive behavior (collectively, ”Prohibited Conduct”) by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, the Company may delete the account and all the information in it. You understand and agree that you have no ownership rights to your account.
Termination by You. You may terminate this Agreement by completely and permanently ceasing to use the Company’s Services and by closing any account you have opened on the Solar Hub Platform.
Limited License; Intellectual Property Rights.
The Company, the Solar Hub Platform, and the information, data, content and materials, which it contains (“Company Materials”), are the property of the Company and/or its affiliates, subsidiaries, parents and licensors, excluding User-generated content, which the Company has a right to use as described below. The Company Materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. The Company and/or its affiliates, subsidiaries, parents and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Company Materials. Any use of Company Materials, other than as expressly permitted herein, is prohibited without the prior permission of the Company and/or the relevant right holder. The service marks and trademarks of the Company are service marks owned by the Company. Any other trademarks, service marks, logos and/or trade names appearing on the Company’s platform or websites are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Company’s platform or websites without the express prior written consent of the owner.
Although the Company does not claim ownership of any of the communications, information, review, data, text or other materials you give us or post online (collectively, the “Content”) by providing Content to the Company via its platform and websites, you automatically grant, and you represent and warrant that you have the right to grant to the Company an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing the Company with Content, you automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content by any other party.
Feedback. While we do value your feedback on our platform, please be specific in your comments regarding our Services and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such submissions will be the property of the Company. In addition, none of the Submissions will be subject to any obligations of confidentiality and the Company will not be liable for any future use or disclosure of such Submissions.
Third Party Copyrights And Other Rights. The Company respects the intellectual property rights of others. If you believe that your intellectual property has been infringed by the Company, please send us a notice at: email@example.com.
Modification, Limitation, Discontinuance & Delays. The Company reserves the right at any time to limit access to, modify, change or discontinue the Services with or without notice to you and we shall not be liable to you for any such modification, suspension or discontinuance of the Services. You agree that the Company will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of the Services. You agree that the Company may establish general practices, policies and limits, which may or may not be published, concerning the use or operation of the Services. The Company is not responsible for any delays, failures or other damage resulting from delays and/or other problems inherent in the use of the Internet and electronic communications.
Ratings & Reviews Are Not Endorsed. All Ratings and Reviews of a Service Provider displayed to you reflect the opinions of other consumers, and do not reflect or represent the opinions or representations of the Company. The Company disclaims any and all representations or warranties with regard to the Ratings and Reviews. The Company does not assume responsibility or liability for any Review or for any claims, damages, or losses resulting from any use of the Site or the materials contained therein.
Articles and Other Content. The Company provides certain content relating retail electricity products, solar and storage advising, and other related products and lines of business (“Articles”), on the Company’s (and its affiliates) platform, websites or apps, and via mobile applications owned and operated by the Company. Such Articles are provided “As-Is”, without any warranties or representations, and you assume all liability and responsibility for your use of such Articles. You understand and agree that the Articles do not provide advice, and that such Articles are no substitute for the advice of a Service Provider.
Links to Third Party Sites. The links in the Company platform, websites, or apps may lead you off of properties owned and operated by the Company. The linked sites are not under the control of the Company and the Company is not responsible for the contents or functionality of any linked site or any link contained in a linked site, or any changes or updates to such sites. Your use of such third party linked sites is governed by the terms and conditions, and privacy policies, of such linked sites. The Company is not responsible for webcasting or any other form of transmission received from any linked site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the linked site. YOU ACCESS THIRD PARTY SITES AT YOUR OWN RISK. THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY ARISING IN CONNECTION WITH YOUR USE AND/OR VIEWING OF ANY THIRD PARTY SITES, AND YOU HEREBY AGREE TO HOLD THE COMPANY HARMLESS FROM ANY LIABILITY THAT MAY RESULT FROM THIRD PARTY SITES.
Confidentiality. The term “Confidential Information” shall mean any and all of the Company's trade secrets, confidential and proprietary information, personal information and all other information and data of the Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Information contained within the secure components of the Company’s properties is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company and agree that you will not use Confidential Information other than as necessary for you to make use of the Company’s services as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify the Company in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical and administrative safeguards to protect Confidential Information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing Confidential Information to the Company upon termination of this Agreement for any reason whatsoever.
WARRANTY DISCLAIMER. You understand and agree that TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT THE COMPANY ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE SERVICES. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (B) ANY CONTENT OR INFORMATION YOU PROVIDE OR THE COMPANY COLLECTS WILL NOT BE DISCLOSED, (C) ANY SERVICE PROVIDER OR GOODS SOLD OR PROVIDED IN CONNECTION WITH THE SERVICES WILL BE FREE FROM DEFECT, (D) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED, (E) AS TO ANY SOLAR INSTALLER’S REGISTRATION, ACCREDITATION OR LICENSE, (F) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE COMPANY’S SERVICES, OR (G) AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE COMPANY’S SERVICES OR THIS AGREEMENT. NEITHER THE COMPANY NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE COMPANY’S SERVICES. NEITHER THE COMPANY NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES OR LICENSORS WARRANT THAT THE COMPANY’S PLATFORM, WEBSITES, AND/OR APPS IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT THE PARTICIPATION IN THE SERVICES, USE OF SERVICES OFFERED BY AND THROUGH THE COMPANY, AND THE SITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.
LIMITATION OF LIABILITY. YOU AGREE NOT TO HOLD THE COMPANY, ITS AFFILIATES, ITS PARENTS, ITS SUBSIDIARIES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, ”MEMBERS”) LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, ”LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE COMPANY’S SERVICES, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY THE COMPANY, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE COMPANY’S SERVICES, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. THE COMPANY AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH OR AS A RESULT OF THE COMPANY’S SERVICES, A SOLAR INSTALLER’S SERVICES, COMPANY’S MERCHANDISE, OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE COMPANY OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
NOTHING IN THIS AGREEMENT OR ON THE COMPANY’S PLATFORM, WEBSITES, OR APPS CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE SERVICE PROVIDER.
BY USING THE COMPANY’S SERVICES, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE COMPANY’S SERVICES.
YOU ACCEPT THAT THE COMPANY HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST THE COMPANY’S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS THE COMPANY.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Indemnification. You agree to indemnify, defend and hold harmless the Company, its officers, directors, parents, subsidiaries, affiliates, managers, owners, employees, agents, designees, users, successors, assigns, service providers, attorneys, independent contractors and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and costs incurred due to or arising from: (a) any violation of this Agreement by you; (b) any goods or services purchased by or contracted by you from a solar installer you were referred to by the Company; (c) any violation of any rights of another or harm you may have caused to another; (d) your violation of any applicable law or regulation; (e) your violation of the rights of another, and (f) Your information and Content that you submit or transmit through the Company’s platforms. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You may not, in any event, settle any such claim or matter without the prior written consent of the Company.
Notice. You agree that the Company may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on its website(s). All notices to the Company must be provided by either sending: (i) an email to firstname.lastname@example.org; or (ii) a letter, first class certified mail, to the Company’s Legal Department, 24 Greenway Plaza, Suite 610, Houston, TX 77046. Such notices will be deemed delivered upon the verification of delivery.
Dispute Resolution & Arbitration.
Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and the Company, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), you and the Company may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to the Company. The Company's address for such notices is set forth in Section 16 of this Agreement.
Arbitration. If a Dispute is not resolved through Informal Negotiations, you and the Company agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration (“Arbitration Agreement”). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the “Class Action Waiver” described below.
Excluded Disputes. You and the Company agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. You and the Company agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.
Severability. You and the Company agree that if any portion of this section entitled “Mutual Arbitration Agreement” is found illegal or unenforceable, that portion will be severed and the remainder of this Section will be given full force and effect.
Governing Law; Venue. Except for the Arbitration Agreement in Section 17, which is governed by the Federal Arbitration Act and except as may be prohibited by the law of the State in which you primarily reside, this Agreement is governed and interpreted pursuant to the laws of the State of Texas, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Harris, Texas. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Site or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
INDEPENDENT SERVICE PROVIDER. THE COMPANY PROVIDES THE SOLAR HUB PLATFORM WHICH ALLOWS YOU TO RECEIVE EDUCATION ADVICE FROM THE COMPANY REGARDING YOUR POTENTIAL INSTALLATION OF A SOLAR AND /OR STORAGE SYSTEM AT YOUR RESIDENCE AND REFERRALS TO RECOMMENDED INSTALLERS THAT THE COMPANY PROVIDES. THE COMPANY IS NOT THE EMPLOYER OF ANY SOLAR AND/OR STORAGE SYSTEM INSTALLER AND SUCH INSTALLERS ARE NOT THE COMPANY'S AGENT FOR ANY PURPOSE WHATSOEVER. YOU ACKNOWLEDGE THAT THE SOLAR SYSTEM INSTALLERS ARE INDEPENDENT CONTRACTORS AND THE COMPANY DOES NOT SUPERVISE, DIRECT, OR CONTROL A SOLAR SYSTEM INSTALLER’S WORK IN ANY MANNER.
Entire Agreement. This agreement entered into by you and the Company governs your use of the solar hub platform and the Company website and constitutes the entire agreement between you and the Company with respect to the Services. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and the company regarding the subject matter contained in this agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, solar system installers and others. You represent and warrant that those third-party agreements do not interfere with your obligations and duties to the Company under this agreement.
Miscellaneous. You may not assign, novate, or sell your rights under this Agreement to any third party. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of the Company’s rights if the Company fails to enforce any of the terms or conditions of this Agreement against you. In the event a court finds a provision in this Agreement to not be valid, you and the Company agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between you and the Company as a result of this Agreement or use of the Services of Solar Hub Platform. You acknowledge and agree that each of the Company affiliates, agents, employees, officers, directors, partners, and members are an intended third-party beneficiary of this Agreement. Except as provided in the previous sentence, you understand and agree that no other third party shall be a beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SITE OR PARTICIPATE IN PROJECT ADVISOR SERVICES. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.