“This assessment is provided to you by Self Solar Solutions LLC (“Self Solar”). You agree and acknowledge that this assessment and the information contained therein is an estimate only. You agree and acknowledge that this assessment: (a) is based on information that you have input into a website; (b) may not be a complete representation of the requirements needed to achieve your desired results; (c) may not comply with federal, state, and local law and/or regulations; and (d) is subject to adjustment at Self Solar’s discretion. You represent and warrant that the information you provided is, to the best of your knowledge, accurate and complete. You agree to pay the purchase price for the assessment indicated to you on the website from which you purchased it. The assessment is the confidential information and property of Self Solar. THIS ASSESSMENT IS PROVIDED “AS-IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CAPACITY, DURABILITY, ABSENCE OF LATENT OR OTHER DEFECTS, AND INFRINGEMENT. SELF SOLAR MAKES NO REPRESENTATION OR WARRANTY THAT YOU WILL ACHIEVE ANY PARTICULAR OR GENERAL RESULTS BASED UPON THIS ASSESSMENT. IN NO CASE WILL SELF SOLAR BE LIABLE FOR: (A) CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, INDIRECT, OR SIMILAR DAMAGES (IN TORT, CONTRACT, OR OTHERWISE); OR (B) DIRECT DAMAGES EXCEEDING THE PURCHASE PRICE OF THE ASSESSMENT. This assessment is governed by the laws of the State of Utah without regard to its conflicts of laws principles. This assessment represents the entire agreement between you and Self Solar, and no other documents or statements regarding the subject matter of this assessment will govern this assessment.”
GENERAL TERMS AND CONDITIONS
1. Agreement. The specific hardware and/or services for which you have contracted (the “Offering”) will be identified in a print or electronic document identified as “proposal”, “order”, “agreement” or similar name (the “Order Form”). Order Forms identify each transaction’s contracting entities, pricing and related provisions and may reference or link to supplemental terms, agreements or policies and references to Order Forms includes such documents. The Order Form, together with these General Terms (“GTCs”) form a single contract (the “Agreement”).
2. Parties. “Self Solar”, “we”, “us” or “our” means Self Solar Solutions LLC. or Affiliate(s) who execute or assent to the Order Form. “You” or “your” means collectively the other entity(ies) executing or assenting to the Order Form. “Affiliate” means any entity that controls, is controlled by, or is under common control with, another entity. An entity “controls” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority or otherwise direct the affairs or management of the entity.
3. Fees. Fees are at purchase. Payments are in USD (unless agreed by us in writing) and must be made in accordance with the “Remit To” field on each invoice. Disputes as to invoices must be accompanied by detailed supporting information and if not raised within 3 days of payment are deemed waived. Your obligation to pay is not contingent on our performance under different agreements or your receipt of payment from other parties and you may not set off any invoiced amounts against any amount due from us. Fees do not include applicable taxes all of which are your responsibility and payable by you (excluding taxes on our income). We may invoice sales and related taxes (e.g. VAT) unless you provide a valid exemption certificate in advance. For material breach or late payment we may, without prejudice to any other legal or equitable remedies, suspend performance and charge late fees up to 1.5% and collection costs including reasonable attorneys’ fees. We may take remedial action or impose additional credit obligations if there is an adverse change in your creditworthiness. We are not liable for increased costs caused by you or your service providers and may reasonably adjust fees to reflect any such costs. You acknowledge and agree that we may exercise lien rights against the installation site, that this constitutes authorization by you for us to file a lien under applicable law.
5. Term. The Agreement commences on the effective date of, and continues for the duration in, the Order Form unless terminated earlier (the “Term”). The non-breaching party may terminate if the other party materially breaches and fails to cure within 30 days of written notice. We may terminate upon written notice if you are insolvent, attempt to obtain protection from creditors or wind down operations. Upon termination or expiry: (a) you must pay amounts due; and (b) if requested, return or destroy all Confidential Information and certify the same in writing; except for automatically generated backup copies, anonymized data or if maintained for legal purposes. The GTCs and those portions of the Agreement that by their nature should survive, survive termination or expiration.
6. Confidentiality. All non-public, confidential or proprietary information disclosed by Self Solar to you in performance of this Agreement (“Confidential Information”) shall kept strictly confidential. You will keep Confidential Information confidential for 5 years from disclosure. Confidential Information excludes information that: (a) was already known to you without restriction; (b) is publicly available through no fault of yours; (c) is rightfully received by you from a third party without a duty of confidentiality; or (d) is independently developed. You may disclose Confidential Information when compelled to do so by law if you provides prior notice to us and reasonable opportunity to contest or limit disclosure, unless a court orders that the other party not be given notice. The Agreement contents and the internal operation and performance of the Offering are our Confidential Information.
7. Limitation. EXCEPT IF STATED OTHERWISE IN THE AGREEMENT OR FOR FEES PAYABLE, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUES. EXCEPT IF STATED OTHERWISE IN THE AGREEMENT, FOR FEES PAYABLE OR EXCLUSIONS, EACH PARTY’S CUMULATIVE AND AGGREGATE LIABILITY WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE GREATER OF: (a) TOTAL AMOUNTS PAID UNDER THE AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE ASSERTION OF ANY CLAIM; OR (b) U.S. $500. ALL CLAIMS THAT A PARTY MAY HAVE SHALL BE AGGREGATED AND MULTIPLE CLAIMS SHALL NOT ENLARGE THE FOREGOING LIMIT. The following are “Exclusions”: (i) claims resulting from either party’s fraudulent or willful misconduct; and (ii) a party’s breach of confidentiality obligations. All claims and causes of action must be brought within the earlier of six months of being discovered or one year after end of the Agreement. Nothing precludes a party from seeking declaratory, injunctive or other equitable relief from a court of competent jurisdiction. THE LIMITATIONS AND EXCLUSIONS APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR IN RELATION TO THE AGREEMENT REGARDLESS OF FORM.
8. Installation. SELF SOLAR DISCLAIMS ALL LIABILITY ARISING FROM ANY INSTALLATION OF THE OFFERING, WHETHER BY YOU OR A CONTRACTOR YOU HIRE OR WE REFER TO YOU. YOU ACKNOWLEDGE THAT THE OFFERING IS INTENDED TO BE A “DO-IT-YOURSELF” PROJECT AND THAT YOU OR OTHERS MAY EXPERIENCE BODILY HARM, PROPERTY DAMAGE, OR OTHER HARM IN CONNECTION WITH OR ARISING FROM YOUR INSTALLATION OF THE OFFERING. YOU ACKNOWLEDGE AND AGREE THAT (A) SELF SOLAR IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH DAMAGE OR HARM, (B) YOU ARE FREE TO FIND A PROFESSIONAL TO INSTALL THE OFFERING IF YOU ARE NOT COMFORABLE INSTALLING IT YOURSELF, AND (C) TO INDEMNFIY AND HOLD SELF SOLAR HARMLESS FROM CLAIMS, DAMAGES, COSTS, JUDGEMENTS, AND/OR SETTLEMENTS ARISING FROM THIRD PARTY CLAIMS ASSERTING SUCH DAMAGE OR HARM.
8. Compliance. You must comply with all laws and regulations applicable to your use of the Offering including federal, state, and local regulations and other laws or ordinances, and your rights to use the Offering are subject to such compliance. We are not responsible for obtaining permits necessary to legally install Offerings, and you acknowledge that any failure to secure the proper documentation, permits, engineering plans, or any other documentation, license, permit, etc. required by a governing body is solely your responsibility. You acknowledge that you have been made aware of your right to obtain counsel for all matters concerning this Agreement.
9. Channel Partners. We may utilize or refer you to parties to provide services to and/or support Offerings, and/or install, distribute, integrate or bundle them with devices, systems or equipment (“Channel Partners”). Channel Partners are independent entities who unilaterally set pricing and related terms and we are not responsible for their acts, omissions, statements or warranties. Channel Partners working with or providing service in connection with an Offering on your behalf are your suppliers. We are not responsible for acts or omissions of third parties you retain. If we end our relationship with a Channel Partner through whom you purchased or support the Offering, you may designate a successor by provision of written notice to us within 10 business days of becoming aware they are no longer our Channel Partner. If we do not receive such notice from you, we may transfer you to a party we select. If the predecessor had been paying fees on your behalf and fails to pay us, you are responsible for payment until transition to the successor is complete.
10. Law, Dispute. The Agreement and any dispute, controversy, difference or claim arising out of or relating to it (“Dispute”) will be: (a) governed by the substantive laws of the State of Utah without regard to conflicts of laws principles, and excluding the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors thereto); and (b) resolved under the procedural rules in the forums so indicated.
11. No Warranty. THE OFFERING IS PROVIDED “AS-IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CAPACITY, DURABILITY, ABSENCE OF LATENT OR OTHER DEFECTS, AND INFRINGEMENT. SELF SOLAR MAKES NO REPRESENTATION OR WARRANTY THAT YOU WILL ACHIEVE ANY PARTICULAR OR GENERAL RESULTS BY USING THE OFFERING.
12. Miscellaneous. We may assign or transfer the Agreement on written notice. You may not assign or transfer the Agreement without our prior written consent. Notices must be sent by reputable overnight courier to a party’s address specified in the Order Form and deemed given three business days after sending. Failures in performance beyond a party’s reasonable control are excused (except failure to pay). Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches and waivers must be in writing. The parties are independent contractors of the other. Each Agreement is the entire agreement with respect to the Offering identified, superseding all prior or contemporaneous written and verbal agreements or proposals and cannot be modified except by written agreement. Conflicts among the Agreement will be resolved by giving precedence as follows: (a) any attachment that states its precedence is before other terms of the Agreement for its subject matter; (b) GTCs; and (c) Order Form.
Appendix A to the General Terms and Conditions: HARDWARE AGREEMENT
1. Delivery. The Order Form and purchase orders (“POs”) specify the delivery schedule and the location of delivery. Hardware delivery terms are EXWORKS (Incoterms 2010) our designated facility, except we are responsible for obtaining export licenses, if necessary. Delivery dates are estimates. Risk of loss or damage passes to you on delivery. We shall invoice you for all shipping, handling, customs, insurance, and similar charges incurred by us in shipping the Hardware to you. We reserve the right to ship the Hardware to you freight collect. You must promptly notify us if any of the Hardware is not satisfactory and comply with our instructions regarding any unsatisfactory Hardware. If we have not received any notice to the contrary within 3 days after delivery, you are deemed to accept Hardware as being satisfactory.
2. Cancellation. You may not cancel or defer delivery of the Hardware after we have accepted the Order Form or a PO without our written approval, which is subject to fees according to the following schedule:
| Time of Cancellation | Cancellation Fee |
| Before permit set is complete | $1,000 non-refundable |
| After permit set is complete | $1000 non-refundable + 15% restocking fee |
| After shipping is initiated | 100% non-refundable |
3. Fees, Sale, Subscription. Fees are set out in the Order Form and/or PO. We reserve the right to change prices for Hardware at any time (other than for accepted orders) and to correct accidental pricing errors. For Hardware you purchase you obtain title upon later of delivery and full payment. We reserve the right to make changes in design of Hardware without obligation to make equivalent changes to Hardware that has previously been supplied. You shall return (or at our option, destroy) Hardware to which we have title within 20 days of the end of the Agreement.
4. Embedded Software. We grant to you a limited, worldwide (subject to export restrictions), non-exclusive, nontransferable, revocable, license to software incorporated within the Hardware (“Embedded Software”) solely for use with Hardware. We and our affiliates and licensors and suppliers own all intellectual property rights in the Embedded Software, and reserve all rights not expressly granted to you in the Hardware Terms. We may automatically check your version of Embedded Software, device security control settings, and network accessibility and automatically send updates in order to maintain compatibility with our offerings, provide the latest security updates, and enhancements.
5. Acceptable Use. You may use Hardware in a commercially reasonable manner in accordance with the written instructions provided with it or by us, as updated by us or the Hardware manufacturer from time to time. You acknowledge that your failure to install the Offering in compliance with the manufacturer’s instructions may void or otherwise affect the manufacturer’s warranty. You are expressly prohibited from doing any of the following to Hardware, or using it for purposes of, or in connection with: (a) distribution in any manner not authorized by us; (b) modifying or tampering with it or Embedded Software; (c) utilizing in a manner that competes directly or indirectly with the us; (d) provide maintenance or consulting services related to it; and (e) interfering with the proper functioning of it. Any unauthorized use of the Hardware may result in termination or suspension rights to use the Hardware and/or the Agreement. Hardware are not goods for use primarily for personal, family or household purposes, or consumer goods. You must not use Hardware in any way that would reasonably be expected to cause liability or harm to us or third parties. Self Solar and our Affiliates may use anonymized system and operational data collected from Hardware to provide, protect, improve or develop our products or services.
6. Warranty. We do not warrant Hardware will comply with specifications or be free from material defects in workmanship and material. If allowed by the original equipment manufacturer (“OEM”), we will pass on to you the benefit of an OEM warranty, if any. THE HARDWARE IS PROVIDED “AS-IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CAPACITY, DURABILITY, ABSENCE OF LATENT OR OTHER DEFECTS, AND INFRINGEMENT. PARADIGM ENERGY MAKES NO REPRESENTATION OR WARRANTY THAT YOU WILL ACHIEVE ANY PARTICULAR OR GENERAL RESULTS BASED UPON THE HARDWARE.