UTC
Home »  Terms & Condition
Solar Exchange User Terms and Conditions
Introduction

Welcome to Solar Exchange. By using Solar Exchange (including solarexchange.com and its related sites, services, applications, and tools), you agree to the following terms and the general principles for the sites of our subsidiaries and international affiliates.

This User Agreement is effective upon acceptance for new users. You accept this User Agreement by clicking the Submit button when registering a Solar Exchange account; accessing or using Solar Exchange's sites, services, applications, and tools; or as otherwise indicated on a specific site, service, application, or tool.

Please be advised: This User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes Sections below). It also contains an Agreement to Arbitrate, which will, with limited exception and limited opt-out alternatives, require you to submit claims you have against us to binding and final arbitration (see Legal Disputes, Section B ("Agreement to Arbitrate")). Accordingly, unless an exception or opt-out alternative applies: (1) you will only be permitted to pursue claims against Solar Exchange on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Scope

Before you may become a Member of Solar Exchange, you must read and accept all of the terms in, and linked to, this User Agreement and the Solar Exchange Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you agree that this User Agreement and Privacy Policy will apply whenever you use Solar Exchange sites, services, or applications, or when you use the tools that are made available to interact with Solar Exchange sites and services. Some Solar Exchange sites, services, applications, and tools may have additional or other terms, agreements, or policies that govern their availability and use. Your use of and access to such sites, services, applications, and tools are subject to any and all terms, agreements, or policies applicable to them.

Registration Process

To begin the registration process, you will complete and submit the online application. We will review and evaluate your application and may reject your application at our sole discretion. Solar Exchange reserves the right to deny or terminate any membership in its sole and absolute discretion. Following evaluation of your application, we may choose to grant you access to the system, at which time we will grant you login and password credentials. In accordance with this Terms and Conditions, access is granted on a Named basis for use only by the registered user. User credentials are not to be shared across your organization or with anyone else. You are solely responsible for keeping your login and password associated with your Account confidential. Anyone with knowledge of or access to your login and password may use that information to access your Account. You shall be solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep your login and password information confidential (whether such failure or any disclosure occurs with or without your knowledge or consent).

Solar Exchange Service Standards

While using Solar Exchange sites, services, applications, and tools, you will not:

  • violate any laws, third party rights or our policies;
  • use our sites, services, applications, or tools if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our sites, services, applications, or tools;
  • circumvent or manipulate our fee structure, the billing process, or fees owed to Solar Exchange;
  • post false, inaccurate, misleading, defamatory, or libelous content;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm Solar Exchange, or the interests or property of Solar Exchange users;
  • export or re-export any Solar Exchange applications, or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  • copy, modify, or distribute rights or content from the Solar Exchange sites, services, applications, or tools or Solar Exchange's copyrights and trademarks;
  • harvest or otherwise collect information about users, including email addresses, without their consent; or
  • engage in any other action that creates or could create liability for Solar Exchange or its affiliates.

Solar Exchange and its community of users (the "Community") work together to keep our sites, services, applications, and tools working properly and the Community safe. Please report problems, offensive content, and policy violations to us.

Without limiting other remedies, we may, in our sole discretion, limit, suspend, or terminate our services and user accounts, prohibit access to our sites, services, applications, and tools, and their content, delay or remove hosted content, and take technical and legal steps to keep users from using our sites, services, applications, or tools, if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a period of months, or to modify or discontinue Solar Exchange sites, services, applications, or tools.

Fees and Services

Solar Exchange may charges fees for using certain services. The fees we charge for using our services are listed on our Fees schedule, which we may change from time to time. Changes to that schedule are effective after we provide you with at least fourteen days' notice by posting the changes on www.solarexchange.com. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the sites or in our applications.

Unless otherwise stated, all fees are quoted in United States Dollars. You are responsible for paying all fees and applicable taxes associated with our sites, services, applications, and tools with a valid payment method by the payment due date. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us and retaining collection agencies and legal counsel.) In addition, you may be subject to late fees and we may suspend or restrict you from using our sites, services, applications, and tools until full payment is made. Solar Exchange, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information Solar Exchange reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at Solarexchange.com LLC, 4040 Campbell Avenue, Suite 120, Menlo Park, CA 94025. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Solar Exchange account, you must contact the collection agency directly.

Authorization to Contact You; Recording Calls

You agree to receive calls, including autodialed and/or pre-recorded message calls, from Solar Exchange at any of the telephone numbers (including mobile telephone numbers) that we have collected for you as authorized and described in our Privacy Policy, including telephone numbers you have provided us, or that we have obtained from third parties or collected by our own efforts. If the telephone number that we have collected is a mobile telephone number, you consent to receive SMS or other text messages at that number or on that mobile device. Standard telephone minute and text charges may apply if we contact you at a mobile number or device. You agree we may contact you in the manner described above at the telephone numbers we have in our records for these purposes:

To contact you for reasons relating to your account or your use of our sites, services, application or tools (such as to collect a debt, resolve a dispute, or to otherwise enforce our User Agreement) or as authorized by applicable law.

To contact you for marketing, promotional, or other reasons that you have either previously consented to or that you may be asked to consent to in the future. If you do not wish to receive such communications, you can opt-out in the communications preference section of your account settings.

We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under this User Agreement, our policies, or any other agreement we may have with you. These service providers may also contact you using autodialed or prerecorded messages calls and/or SMS or other text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

We will not share your telephone number with non-affiliated third parties for their purposes without your explicit consent, but may share your telephone numbers with members of the Solar Exchange corporate family and/or our affiliates, for their use, as authorized under our Privacy Policy. Members of the Solar Exchange corporate family and/or our affiliates will only contact you using autodialed or prerecorded message calls and/or SMS or other text messages, if you have requested their services.

Solar Exchange reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Solar Exchange may disclose your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, Solar Exchange will not be liable for damages or results of such disclosure, and you agree not to bring any action or claim against Solar Exchange for such disclosure, in connection with any of the foregoing.

Content

When providing us with content or posting content on Solar Exchange's sites, services, applications, and tools, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future.

Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act.

You further represent, warrant and agree that you have the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information you post on Solar Exchange or provide to Solar Exchange or authorize Solar Exchange to display.

Disclaimer of Warranties; Limitation of Liability

We endeavor to keep Solar Exchange and its sites, services, applications, and tools safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our sites, services, applications, or tools. You further acknowledge that operation of and access to our sites, services, applications, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. Functionality is subject to delays including, without limitation, delays, or latency due to your physical location or your data service provider’s network. You agree that you are making use of our sites, services, applications, and tools at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold Solar Exchange responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • Your use of or your inability to use our sites, services and tools;
  • Delays or disruptions in our sites, services, applications, or tools;
  • Viruses or other malicious software obtained by accessing our sites, services, applications, or tools or any site, services, applications, or tools linked to our sites, services, applications, or tools;
  • Glitches, bugs, errors, or inaccuracies of any kind in our sites, services, applications, and tools or in the information and graphics obtained from them;
  • Damage to your hardware device(s) or loss of data that results from the use of our sites, services, applications, and tools;
  • The content, actions, or inactions of third parties, including items listed using our sites, services, applications, or tools, feedback provided by third parties, or the destruction of allegedly fake items;
  • A suspension or other action taken with respect to your account;
  • Solar Exchange's decision to end or remove your listing(s);
  • Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies; Solar Exchange reserves the right to modify its policies and this User Agreement at any time consistent with the provisions outlined herein.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY WILL UNDER NO CIRCUMSTANCES INCLUDE ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. OUR LIABILITY TO YOU IS LIMITED TO THE LARGER OF THE AMOUNT OF FEES IN DISPUTE, NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR $100.

Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, members, managers, employees, attorneys and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Access and Interference

Information on Solar Exchange sites are subject to constant updates and changes. Much of the information on the sites is also proprietary or is licensed to Solar Exchange by our users or third parties. You agree that you will not use any robot, spider, scraper, or other automated means to access our sites for any purpose without our express handwritten permission.

Additionally, you agree that you will not:

  • take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our sites, services, applications, or tools without the prior express written permission of Solar Exchange and the appropriate third party, as applicable;
  • interfere or attempt to interfere with the proper working of our sites, services, applications, or tools, or any activities conducted on or with our sites, services, applications, or tools; or
  • bypass our robot exclusion headers or other measures we may use to prevent or restrict access to our sites.
Indemnity

You will indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, members, managers, employees, attorneys and agents) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of Solar Exchange's sites, services, applications, or tools, and/or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this User Agreement.

Notices

Except as explicitly stated otherwise, legal notices to you shall be served to the email address you have designated on your account. Notice to you shall be deemed given 24 hours after the email is sent. Alternatively, we may give you legal notice by mail to the Registration Address associated with your account. In such case, notice shall be deemed given three days after the date of mailing.

Legal Disputes

You and Solar Exchange agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this User Agreement, your use of or access to Solar Exchange's sites, services, applications, and tools, or any products or services sold or purchased through Solar Exchange’s sites, services, applications, or tools will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

Applicable Law

You agree that the laws of the State of Texas in the United States of America, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and Solar Exchange, except as otherwise stated in this User Agreement.

Agreement to Arbitrate

You and Solar Exchange each agree that any and all disputes or claims that have arisen or may arise between you and Solar Exchange relating in any way to or arising out of this User Agreement, your use of or access to Solar Exchange's sites, services, applications, and tools, or any products or services sold or purchased through Solar Exchange’s sites, services, applications, or tools shall be resolved exclusively through final and binding arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND SOLAR EXCHANGE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SOLAR EXCHANGE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SOLAR EXCHANGE USERS.

Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator also must follow the terms of the User Agreement as a court would.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of the User Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or User Agreement is void or voidable.

The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's site at http://www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you must send a copy of the completed form to us at the following address to initiate arbitration proceedings: Solarexchange.com LLC, Re: Legal Dependent - Arbitration Proceedings, 1330 Capital Parkway, Carrollton, Texas 75006.

The arbitration shall be held in Dallas County, Texas or at another mutually agreed location. If the value of the relief sought is $1,000 or less, you or Solar Exchange may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Solar Exchange subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or Solar Exchange, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Texas, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Solar Exchange users, but is bound by rulings in prior arbitrations involving the same Solar Exchange user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Costs of Arbitration

Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Solar Exchange for any fees associated with the arbitration paid by Solar Exchange on your behalf, which you otherwise would be obligated to pay under the AAA's rules.

Severability

If an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the remainder of this User Agreement and its Legal Disputes Section will continue to apply, including the other parts of this Agreement to Arbitrate.

Arbitration Opt-Out Procedure

IF YOU ARE A NEW SOLAR EXCHANGE USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") IF SUCH AN OPTION IS REQUIRED BY APPLICABLE AND ENFORCEABLE LAW BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO SOLAREXCHANGE.COM LLC., RE: OPT-OUT NOTICE, 4040 CAMPBELL AVENUE, SUITE 120, MENLO PARK, CA 94025.

You must complete the Opt Out Notice, which must include your name, address (including street address, city, state and zip code), the user ID(s) and email address(es) associated with the Solar Exchange account(s) to which the opt-out applies, and the basis for your opt-out option being legally required. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of the Agreement to Arbitrate. If you opt-out of the Agreement to Arbitrate, all other parts of the User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Future Changes to the Agreement to Arbitrate

Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Solar Exchange prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Solar Exchange. We will notify you of changes to this Agreement to Arbitrate by posting the amended terms on www.solarexchange.com at least 30 days before the effective date of the changes and by providing notice on Solar Exchange and/or by email. If you do not agree to these amended terms, you may close your account within the 30 day period and you will not be bound by the new terms.

Moreover, if we seek to terminate the Agreement to Arbitrate as included in the User Agreement, any such termination shall not be effective until 30 days after the version of the User Agreement not containing the Agreement to Arbitrate is posted to http://www.solarexchange.com, and shall not be effective as to any claim that was filed in a legal proceeding against Solar Exchange prior to the effective date of termination.

Judicial Forum for Legal Disputes

Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Solar Exchange must be resolved exclusively by a state or federal court located in Dallas County, Texas. You and Solar Exchange agree to submit to the personal jurisdiction of the courts located within Dallas County, Texas for the purpose of litigating all such claims or disputes.

Additional Terms

You agree to abide by all policies posted on our sites. Such policies are part of this User Agreement and provide additional terms and conditions related to specific services offered on our sites.

The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the Solar Exchange sites. When using particular Solar Exchange services, applications, or tools, you are subject to any posted policies or rules applicable to services, applications, or tools you use, which may be posted from time to time. All such policies or rules are hereby incorporated into this User Agreement.

Solarexchange.com LLC is located at 4040 Campbell Avenue, Suite 120, Menlo Park, CA 94025. Unless stated otherwise in this User Agreement, if any of the provisions in this User Agreement shall be deemed invalid, void, or for any reason unenforceable, such provisions shall be deemed severable and shall not affect the validity and enforceability of any remaining provision. In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.solarexchange.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. Except as stated otherwise in this User Agreement or elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through Solar Exchange and/or by email. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Solar Exchange representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

This User Agreement (including incorporated policies and rules) sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this User Agreement: Fees and Services, Release, Content, Disclaimer of Warranties; Limitation of Liability, Indemnity, and Legal Disputes.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

June 6, 2013