IMPORTANT. PLEASE READ THIS AGREEMENT BEFORE USING SOLATECH SOFTWARE SYSTEM.
This End-User License Agreement / Software as a Service Agreement (“EULA”) is a legal agreement between you (a single entity) and Solatech, Inc. (defined below) for the Software System (defined below).
If you have entered into an agreement with Solatech, Inc., this EULA supplements and is a part of your agreement and is incorporated into your agreement. If you have not yet entered into any agreement or contract with Solatech, Inc., this EULA is a binding, independent legal agreement between you and Solatech, Inc. By logging in, accessing the Software System, registering, or otherwise using the Software System, you agree to be bound by the terms of this EULA. If you do not accept the terms of this EULA, please do not login, access or promptly click “I do not agree”, logout or don’t access the Software System from your electronic devices.
The following definitions apply to terms as they appear in this EULA:
- “EULA” means this End-User License Agreement / Software as a Service Agreement.
- “Software System” means the relevant Solatech software, product, system, or website system that this EULA accompanies and to which you are purchasing access. The Software System may include, for example and without limitation, Solatech’s software solution access via an internet browser or an API (application programming interface).
- “Solatech” means Solatech, Inc.
- “You” means you, a single entity.
THE SOFTWARE SYSTEM:
Solatech is the sole owner and proprietor of the Software System in that it is
- the sole owner of the whole of the Software System, including as well as portions of Software System’s code created or owned by Solatech, or
- is the authorized licensee of component(s) of Software System neither created nor owned by Solatech, and is authorized to provide the access granted to You in this EULA. The Software System is protected by the copyright laws of the United States of America, as well as international treaties protecting copyrights, as well as other intellectual property laws and treaties.
- While Solatech continues to own the Software System, you will have certain rights to access and use the Software System after your acceptance of this license.
This EULA grants you the following rights:
- You may only access the Software System using instructions and credentials provided by Solatech and when a valid agreement is in place or when demo access has been provided for a limited amount of time.
- Through the access referenced in the subsection immediately above, You may only use the Software System for commercial purposes, and not for personal or household use.
- Your continued compliance with your other agreement(s) with Solatech is a requirement and condition for licensed access to and use of the Software System; and Solatech shall have the right to terminate this EULA in the event of any non-compliance by you with respect this EULA or any other agreement(s) you have with Solatech.
- You do not have the right to allow people not directly employed by your business or enterprise to access the Software System.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS:
- You may not copy, and you may not download, any of the Software System or its documentation, except for your own custom reports of orders placed or considered via the Software System or other such printouts and downloads expressly allowed by the Software System.
- You may not sublicense, rent, or lease the Software System, in part or in whole, or host the Software System on your computer for others to use.
- You may not reverse engineer, decompile, disassemble, modify, adapt, integrate, translate, make any attempt to access any of the source code of the Software System, or create derivative works or improvements from or on any of the Software System.
- The Software System is a single product. It may not be separated into its individual parts unless so agreed in writing by you and Solatech.
- You agree that Solatech owns, on a paid-up, royalty-free, accounting-free basis, and may use as Solatech sees fit, any and all data inputted or uploaded to or through the Software System. Solatech’s data privacy policies, disclaimers, and responsibilities (if any) are set forth at https://solatechfocus.com/Privacy, and you agree that such terms are incorporated herein.
- You may not transfer the Software System, or access thereof, to any third party without the prior written consent of Solatech.
- You may neither use nor access a previous version or copy of the Software System after you have received access to a replacement or an upgraded or replacement version of the Software System.
- Your access to the Software System, including your having appropriate hardware, connectivity, internet speed and bandwidth, as well as any installation, setup and maintenance is your sole responsibility. Solatech shall have no obligation or responsibility for such things unless agreed to separately.
- All rights not expressly granted with respect to the Software System are reserved by Solatech. This EULA does not grant you any rights in connection with any trademarks or service marks of Solatech.
- Solatech may freely sublicense or transfer its obligations and rights under this EULA and any other contract or relationship between you and Solatech.
- The Software System may include copy protection or sunset technology to prevent the unauthorized copying or use of the Software System. You agree that you will not circumvent the copy protection technology in the Software System.
- This EULA does not require Solatech to provide any support services related to the Software System. Any services provided by Solatech may be described in another agreement. Any supplemental software code, updates, modifications, or upgrades provided to you, whether as part of any support services or otherwise, are considered part of the Software System and subject to the terms and conditions of this EULA. You acknowledge and agree that Solatech may use for its business purposes, including product support and development, any technical information you provide to Solatech as part of any support services or warranty claim.
- Without prejudice to any other rights, Solatech may immediately terminate without notice this EULA if you fail to comply with any terms or conditions of this EULA. In such event, you must remove from your computer(s) and system(s) all copies of the Software System, in whole and in part if applicable.
- You agree that due to the custom nature of the software system, there are no returns or credits without written approval from Solatech.
- You agree that you will not use the Software System for any non-commercial purposes. You agree that you will not use the Software System for personal or household purposes.
- You represent that you are authorized on behalf of your business or enterprise to enter into this EULA.
Any upgrades to the Software System at Solatech’s discretion and are full replacements of the Software System and do not under any circumstances grant any additional license or licenses. Any revised or upgraded Software System is subject to all terms and conditions of this agreement.
The duration/term of this EULA is indicated in the agreement to which this EULA attaches or is otherwise indicated in connection with this EULA. In the absence of such thing(s), the duration/term of this EULA is a period of one week. Upon the expiration or termination of the term of this EULA, your right to access to the Software System terminates, and you must immediately delete or return any copies you may have of any portions of the Software System, except for your own custom reports of orders placed or considered via the Software System or other such printouts and downloads expressly allowed by the Software System. Notwithstanding the foregoing, Solatech may terminate this EULA at any time in the event of a breach by you of this EULA.
You are solely and fully responsible for ensuring the security of any access credentials issued to you by Solatech. Unless Solatech grants you credential admin rights, you may neither share nor disclose your credentials. To the extent you are granted credential admin rights, you may neither grant nor share credentials outside of the licensed entity (you) and your users may neither share nor disclose their credentials.
INTELLECTUAL PROPERTY RIGHTS:
The Software System, including but not limited to any and all source code, object code, software product, images, audio files, photographs, animations, macros, applets, video, music, text, the accompanying printed materials, and documentation, is copyrighted with all rights reserved. You agree that Solatech, or third parties as applicable, owns all rights to and in the Software System, including without limitation all copyrights, proprietary rights, trademarks, service marks, patent rights and trade secrets, as well as any and all such things for any modifications, derivatives, or improvements of the Software System, or any part thereof, which you or others may make, whether authorized or not as well as all product configuration databases developed by or provided to Solatech.
Solatech Inc. warrants the Software System conforms to the documentation provided for the duration of a license agreement with a user.
Warranty claims must be made no later than seven (7) days after the observance of the claimed defect. Warranty claims must be accompanied by evidence of the defect satisfactory to Solatech, at which time Solatech may review and determine if a defect does indeed exist. If so at that time Solatech shall have the option to elect either to provide an upgrade, revision, service pack, hot fix, etc. to the Software System to address the defect in a manner determined by Solatech or to cancel a license agreement with you. The limited warranty is limited to the Software System and does not extend to manufacturer specific data or data provided by either you, another customer, or by Solatech. Solatech is not responsible for any delays beyond its control.
This Limited Warranty is void if the defect or failure of the Software System has resulted from accident, abuse, misapplication, hacking, abnormal use or a virus, or if you have breached the terms of this EULA.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
YOUR EXCLUSIVE REMEDY:
Solatech’s sole obligation and entire liability shall be, at Solatech’s option from time to time exercised subject to applicable law, to repair or replace the Software System. You will receive the remedy elected by Solatech without charge. Any replaced parts shall become the property of Solatech. Any replaced Software System will be warranted only with the same limited warranty set forth above. To exercise your remedy, contact Solatech at the address listed below.
DISCLAIMER OF WARRANTIES:
Solatech does not warrant any specific level of system availability or uptime.
THE LIMITED WARRANTY SET FORTH ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. EXCEPT AS SET FORTH ABOVE, SOLATECH PROVIDES THE SOFTWARE SYSTEM AS IS AND WITH ALL FAULTS. SOLATECH HEREBY DISCLAIMS, AND DOES NOT MAKE, ANY AND ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, OF LACK OF NEGLIGENCE AND OF NON-INFRINGEMENT. WITH RESPECT TO THE SOFTWARE SYSTEM, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOLATECH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, FOR LOSS OF DATA, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SOLATECH, AND EVEN IF SOLATECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY AND REMEDIES:
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF SOLATECH WHETHER UNDER ANY PROVISION OF THIS EULA, OR FROM ANY OTHER SOURCE OF LIABILITY, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY SOLATECH WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY), SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, FOR ONE (1) YEAR PRECEDING THE TIME YOU MAKE A CLAIM TO SOLATECH OF SUCH DAMAGES, BY YOU TO SOLATECH FOR THE SOFTWARE SYSTEM THAT CAUSED THE DAMAGES OR THAT IS THE SUBJECT MATTER OF OR DIRECTLY RELATED TO THE CAUSE OF ACTION. IN NO EVENT WILL SOLATECH BE LIABLE FOR ANY DAMAGES CAUSED, IN PART OR IN WHOLE, BY YOUR FAILURE TO PERFORM YOUR OBLIGATIONS, OR FOR ANY LOSS OF DATA, PROFITS, SAVINGS, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR ANY CLAIMS BY YOU BASED UPON A THIRD-PARTY CLAIM.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY OR MAY NOT APPLY TO YOU. THE PROVISIONS IN THIS PARAGRAPH WILL APPLY REGARDLESS OF WHETHER YOU ACCEPT THE SOFTWARE SYSTEM.
This EULA is incorporated into the license agreement for any and all Solatech Software System(s) that you may have with Solatech. In the event of any conflict between the terms of the license agreement and this EULA, the terms of this EULA shall prevail and govern.
This EULA is incorporated into the agreement you have reached with Solatech for the Software System, and in the event of any conflict between the terms of such agreement and this EULA, the terms of this EULA shall prevail and govern.
CHOICE OF LAW; DRAFING; VENUE:
You acknowledge that the Software System is of U.S. origin. You agree that you are not in Europe and also that the Software System for US or North American users and customers, or other locations not in Europe. You agree to comply with all applicable international and national laws that apply to the Software System, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the U.S. and other governments.
This EULA shall be governed by the laws of the State of North Carolina. You hereby submit and consent to the jurisdiction of the State of North Carolina, and to the courts thereof, for the enforcement of the terms and conditions herein. You further agree that the venue shall rest in the courts located in Guilford County, North Carolina for purposes of any such enforcement. You waive any and all rights to object on any basis (including, without limitation, inconvenience of forum) to jurisdiction within the state of North Carolina or venue within Guilford County, North Carolina. This EULA may only be modified by a writing signed by you and Solatech. Only the owner of Solatech is authorized by Solatech to agree to a modification of this EULA binding upon Solatech.
In the event of any dispute arising under this Agreement, the Parties agree that such dispute shall be resolved informally, if possible, and failing an informal resolution, then through arbitration as outlined below. This Agreement shall be governed by and shall be construed and enforced in accordance with the laws of the United States of America and the State of North Carolina applicable to agreements entered into and performed within such state, without reference to conflicts-of-law or choice of laws rules. This Agreement shall be construed as though it were jointly drafted by all Parties. Subject to the arbitration provision below, the Parties consent to the jurisdiction of the courts (federal and state) located within the State of North Carolina if an action to enforce this Agreement is brought and/or for the resolution of any and all disputes concerning, relating to or arising under this Agreement.
- Prior to any binding Arbitration, both parties must agree to submit to non-binding arbitration in Greensboro, North Carolina. If any disputes are not resolved through non-binding arbitration, then with the exception of proceedings for injunctive relief to enforce Sections 6 of this Agreement which proceedings may be brought by either Party in any court of competent jurisdiction, disputes concerning or arising out of this Agreement shall be submitted to confidential binding arbitration in Greensboro, North Carolina before the Judicial Arbitration and Mediation Service (“JAMS”) pursuant to the Streamlined JAMS Arbitration Rules and Procedures. Each party hereto submits to the jurisdiction of JAMS at the location so indicated above. Any process served in connection with any proceeding arising out of or relating to this Agreement may be served upon the party to be served by registered or certified mail at the address listed above. Any such service will have the same effect as personal service within the states so indicated above. The foregoing shall not preclude any party hereto from seeking enforcement outside the relevant state of the arbitration of any order or judgment rendered by any court upon the JAMS award. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. All administrative fees and expenses of arbitration will be divided equally between the Parties. Each Party will bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at the arbitration hearing.
Except as set forth or referenced above, you agree that the foregoing is the full and complete agreement between you and Solatech with respect to the matters addressed in this EULA.
Should you have any questions concerning this EULA, or if you desire to contact Solatech for any reason, please write to:
Post Office Box 5738
High Point, NC 27262