Terms of Service

1.1 Documents that make up the agreement:

The agreement between you and Solesca consists of these Terms, each Order (defined below), the Privacy Policy, the Cookie Policy and, where you use the Services to process personal data as a controller, the Data Processing Addendum (the “DPA”). Each of these is incorporated into these Terms by reference.

1.2 Order of precedence:

If documents conflict, the following order applies, highest first: (a) a written agreement signed by both you and Solesca, solely for its subject matter; (b) an Order; (c) the DPA, for the processing of personal data; (d) these Terms; (e) the Privacy Policy and Cookie Policy. A later Order prevails over an earlier one for the products it covers.

1.3 Enterprise agreements:

If your organization has a separately signed agreement with Solesca (for example, an enterprise subscription agreement), that agreement governs to the extent of any conflict with these Terms, and these Terms apply to everything the signed agreement does not address.

Organization

The workspace on the platform that belongs to a Customer. Every Authorized User belongs to exactly one Organization.

Authorized User

An individual whom an Owner or Admin of your Organization has invited to use the Services under your account, identified by an email address and personal login credentials.

Owner, Admin and Member

The roles an Authorized User can hold in an Organization. Owners and Admins can invite and remove users, assign Seats, purchase products and change settings on behalf of the Organization; Members cannot.

Order

A quote, order form, in-app purchase or checkout confirmation, accepted by you, that states the products, quantities, prices, term and any special terms for what you are buying.

Seat

A license that an Owner or Admin assigns to one Authorized User at a time for a role on the platform (for example, a Design seat or an Engineering seat).

Add-on

A product licensed alongside Seats, such as a Terrain Tracking license (a floating license that one Authorized User at a time can use) or Plan Sets (licensed to the whole Organization).

SOL Credits

The prepaid balance described in Section 6 that your Organization redeems for credit-priced features and Professional Services.

Professional Services

Work performed by Solesca staff or contractors on your request, such as design requests, engineered designs, engineering consultations, plan sets and, where offered, professional engineering stamping arranged through Solesca.

Deliverable

Any design, drawing, single-line diagram, report, data set or other output of Professional Services, and any document the platform generates for you from your inputs.

Customer Content

All data, files, designs, models, drawings, images, coordinates, equipment selections, notes and other material that you or your Authorized Users upload to, create in or submit through the Services.

Usage Data

Technical and statistical information about how the Services are accessed and used, such as feature usage, performance and error logs, that does not include Customer Content.

Staff

Solesca’s employees and the contractors who work under its direction.

3.1 Registration:

You must provide accurate, current and complete information when you register and keep it up to date. Organizations are invite-only: new Authorized Users join through an invitation from an Owner or Admin. Each login is personal to one individual. You must not share credentials or let anyone else use your login.

3.2 Your Organization’s users:

You are responsible for everything done under your Organization’s account, including by your Authorized Users, and for ensuring they comply with these Terms. Owners and Admins act for the Organization: their purchases, settings changes, invitations and removals bind you. You must remove access promptly when a user leaves your team.

3.3 Credentials and API keys:

Keep passwords and any API keys confidential. API keys we issue for integrations are Organization credentials; anything done with them is attributed to your Organization. If you learn of unauthorized use of your account, credentials or API keys, notify us immediately at privacy@solesca.com. Solesca is not liable for loss caused by your failure to secure your credentials.

3.4 Eligibility:

The Services are for business use. You must be at least 18 years old and able to form a binding contract. You represent that neither you nor your Organization is located in a country or region subject to comprehensive U.S. sanctions or embargo, and that you are not on any U.S. government list of prohibited or restricted parties.

4.1 What we license:

We license the platform per Seat and per Add-on for the term stated in your Order (monthly or annual). The features of each Seat type and Add-on are described on our website and in the Services. Authorized Users without a Seat may have limited, free access to view and comment on work; we may change or withdraw free access at any time.

4.2 Changes to features:

We improve the Services continuously and may add, change or retire features. A change to a paid product that removes core functionality will not take effect for you until the start of your next term unless you agree otherwise.

4.3 Automatic renewal:

PAID SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE END OF EACH TERM (MONTHLY OR ANNUAL, AS STATED IN YOUR ORDER) AT THE THEN-CURRENT PRICES, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. Renewal does not by itself charge you: if a payment method is on file for your Organization, the renewal invoice is charged to it when issued; if your Order provides for payment by invoice, the renewal invoice is payable within its stated terms by ACH, check or another method we have agreed. Your Order or your billing settings show the renewal date, the quantities that will renew and how the renewal is collected.

4.4 Adding and removing quantities:

Owners and Admins can add Seats and Add-ons at any time; additions are billed as stated in your Order (for example, prorated for the rest of the current term or from the next invoice). Reductions take effect at the start of your next term. A Seat can be reassigned from one Authorized User to another.

4.5 Trials:

We may offer a free trial for a period we set. During a trial the Services are provided as-is for evaluation, purchases (including SOL Credits) may be unavailable, and we may end the trial or change its scope at any time.

4.6 Cancellation:

You may cancel a subscription at any time from your billing settings or by contacting us. Cancellation takes effect at the end of the current paid term; you keep access until then, and you will not be charged for the next term. Except as expressly stated in these Terms, fees already paid are not refunded for early cancellation or unused time.

5.1 Fees:

You agree to pay the fees stated in your Orders. Fees are in U.S. dollars and exclude taxes. Prices for Seats, Add-ons, SOL Credits and Professional Services are quoted to you and shown at checkout; they are not published on this page.

5.2 Invoices and payment:

We issue an invoice at the start of each term and for each one-off purchase. If your Order provides for payment by invoice, you pay each invoice within its stated net terms by ACH, check or another method we have agreed, and no payment method needs to be on file. Otherwise you authorize Solesca and its payment processor to charge the payment method on file (a card or a bank debit) for the invoice amount when it is issued, including renewals and add-ons. You represent that you are authorized to use the payment method you provide.

Invoices may be delivered with a payment link. Anyone who holds the link can view and pay that invoice, so treat it as confidential. Solesca uses a third-party payment processor to store payment instruments and move money; we do not store full card numbers.

5.3 Late or failed payment:

If a charge fails or an invoice is not paid when due, we may retry the payment method, send reminders and, after the grace period stated in your Order or our billing notices, place your Organization in read-only access, suspend the affected products or terminate them. Access is restored when the outstanding amount is paid. You agree to reimburse our reasonable costs of collecting overdue amounts, including collection-agency and attorneys’ fees where we take legal action.

5.4 Taxes:

Fees do not include sales, use, value-added, goods and services or similar taxes. You are responsible for taxes on your purchases other than taxes on Solesca’s income. If we are required to collect a tax, we will add it to your invoice unless you provide a valid exemption certificate.

5.5 Price changes:

We may change prices for future terms. We will give you at least 30 days’ notice before a price change applies to your renewal. If you have concerns about a price change, contact us before your renewal date and we will work with you; if we cannot resolve them, you may cancel before the renewal date. Otherwise the new price applies from the next term.

5.6 Discounts and billing disputes:

Discounts and promotional prices apply only for the period and products stated when they are granted and do not carry over to renewals unless your Order says so. If you believe an invoice is wrong, tell us within 30 days of the invoice date; undisputed amounts remain due.

6.1 What SOL Credits are:

SOL Credits are a prepaid balance held by your Organization and redeemed for credit-priced features and Professional Services within the platform. SOL Credits are not money or a deposit, have no cash value, cannot be transferred to another Organization or person, and cannot be redeemed for cash.

6.2 Purchasing SOL Credits:

Owners and Admins may purchase SOL Credits in whole units in the Services or through an Order. The price per credit, including any volume pricing, is shown when you buy. A purchase is a one-off charge to your payment method or invoice; it is not a subscription. Credits are added to your balance when the payment settles; a declined or unpaid purchase adds nothing. Purchases may be unavailable during a trial. We may also grant credits at our discretion (for example, as a promotion or to resolve a service issue), and granted credits may carry an expiry date stated when they are granted.

6.3 Redeeming SOL Credits:

SOL Credits can be redeemed only for the features and Professional Services that the Services list as credit-priced (for example, a capacity test, a design request or an interconnection package). The credit cost of each item is shown at the time of redemption and is deducted from your balance when you redeem. Credit costs and credit prices may change for future purchases and redemptions; changes do not affect credits already redeemed.

6.4 Expiry:

Purchased SOL Credits do not expire while your Organization’s account remains open. Granted or promotional credits expire on the date stated when they were granted, if any.

6.5 All purchases are final:

6.6 Closed accounts and restricted access:

Unused SOL Credits are forfeited when your Organization’s account is closed or terminated. SOL Credits cannot be redeemed while your Organization is in read-only access for non-payment or is suspended.

7.1 Scope:

Each Professional Service is described in the service description shown when you order or redeem it: what is delivered, the expected turnaround, how many revisions are included and what information you must provide. That description, together with this Section, is the scope of the engagement. Scheduling is subject to availability.

7.2 Your inputs:

You are responsible for providing complete and accurate information for each engagement (“Required Information”), such as the site address or coordinates, property and usable-area boundaries, preferred equipment, known requirements of the authority having jurisdiction, and design preferences. Solesca does not verify Required Information. Missing or inaccurate inputs may delay the work or produce a Deliverable that does not meet your needs, and a revision used to supply information that was missing from the original request counts against the revisions included in the service.

7.3 Work inside your account:

Staff may perform Professional Services inside your Organization’s designs. Do not edit a design or its files while an engagement on it is in progress; if you do, we may treat the engagement as complete or forfeited without returning the credits or fees for it.

7.4 Nature of Deliverables:

7.5 Professional engineering stamps:

Where we offer stamping, it is performed by licensed professional engineers under a separate engagement whose terms, scope and jurisdictional availability are stated when you order it.

7.6 Liability for Professional Services:

To the maximum extent permitted by law, Solesca’s total liability arising from a Professional Service or Deliverable is limited to the value of the SOL Credits redeemed or fees paid for that specific service. Section 14 (Limitation of Liability) otherwise applies.

You agree to use the Services only for lawful purposes and in compliance with these Terms, and you will not do, or allow anyone else to do, any of the following:

If we reasonably believe you have violated this Section, we may remove or disable content, suspend or terminate access, and in serious cases report the conduct to law enforcement. Serious or repeated violations may lead to immediate termination without refund.

9.1 You own your content:

You retain all rights in Customer Content. Solesca does not claim ownership of it.

9.2 License to Solesca:

You grant Solesca a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display and create technical derivatives of Customer Content (for example, renderings, simulations and exports) as needed to provide, secure, support and improve the Services, and to show it to the users you authorize. This license lasts for the term and any retrieval period that follows it, plus the time needed to purge backups.

9.3 Your responsibilities:

You are responsible for Customer Content and for having the rights, consents and legal bases needed to upload it and to have us process it. Do not upload special categories of personal data (such as health or biometric data) or payment card data into designs or files.

9.4 Usage Data:

Solesca owns Usage Data and may use it, in aggregated or de-identified form, to operate, secure, measure and improve the Services.

9.5 AI and machine learning:

Solesca may use de-identified or aggregated data derived from Customer Content and Usage Data to develop, improve and train models and features that enhance the Services, for example models that detect roof obstructions in satellite imagery. We do not use Customer Content that identifies you or your projects to train models made available to other customers unless you give us permission. To exclude your Organization’s data from model training, email privacy@solesca.com; we will confirm and apply the exclusion going forward. The Privacy Policy describes the data our AI features process.

9.6 Feedback:

If you send us suggestions or feedback, you grant Solesca a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you. Do not send feedback you consider confidential.

9.7 Retrieval and deletion:

During the term you can export your designs and files with the tools in the Services. For 30 days after termination you may ask us to make your Customer Content available for retrieval. After that we may delete it, and copies in backups are purged in our normal backup cycle, except where we must retain data to comply with law or resolve disputes. The Privacy Policy describes retention of personal data.

9.8 Support access:

To resolve a support request or a security issue, Staff may access your Organization’s account and content. Such access is limited to what the task needs and every session is logged.

10.1 Solesca’s rights:

The Services, including all software, models, algorithms, interfaces, documentation, templates and content Solesca provides, are owned by Solesca or its licensors and protected by intellectual property laws. Except for the rights expressly granted in these Terms, we reserve all rights. Solesca’s names and logos are our trademarks; do not use them without our written permission.

10.2 Third-party services and data:

The Services incorporate data and services from third parties, such as satellite and aerial imagery, elevation data, weather data, equipment catalogs and energy-simulation engines. Their use is subject to the providers’ terms, and Solesca is not responsible for their accuracy or availability. Where you connect your own credentials for a third-party service (for example, an imagery API key), your agreement with that provider governs its use and you are responsible for it.

10.3 Open source:

The Services may include open-source components licensed under their own terms, which apply to those components in place of the license grant in these Terms.

11.1 Personal data:

The Privacy Policy explains how Solesca collects, uses and shares personal data as a controller, including account and website data. Where you use the Services to process personal data of others as a controller, the Data Processing Addendum governs that processing and the subprocessor list names the providers we rely on. You are responsible for complying with the data-protection laws that apply to your use of the Services.

11.2 Security:

Solesca maintains administrative, technical and physical safeguards designed to protect Customer Content and personal data, described in our security overview and the DPA. You are responsible for securing your credentials and devices and for configuring your account’s security settings. No system is completely secure, and we cannot guarantee that unauthorized access will never occur. We will notify you of a security incident affecting your personal data as required by law and the DPA.

12.1 Confidential Information:

“Confidential Information” means non-public information that one party discloses to the other in connection with the Services and that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is your Confidential Information; the non-public features of the Services, our quotes and pricing, and our roadmap are Solesca’s Confidential Information.

12.2 Obligations:

Each party will use the other’s Confidential Information only to perform or use the Services under these Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and advisers who need to know it and are bound by obligations at least as protective. Confidential Information does not include information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed, or that it received from a third party without a confidentiality obligation. A party may disclose Confidential Information when required by law or court order after giving reasonable notice where legally permitted.

12.3 Duration:

These obligations last for the term and for three years after it ends, and for trade secrets for as long as they remain trade secrets. On request after termination, each party will return or destroy the other’s Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section.

13.1 Use at your own risk:

The Services assist with the design and simulation of solar projects, but you are solely responsible for verifying the accuracy and suitability of any result or output for your purposes. Simulation results, layouts, recommendations and Deliverables are for information and planning and do not constitute professional engineering, design or legal advice. Solesca does not guarantee that using the Services will make your projects comply with codes, standards or the requirements of any authority.

13.2 General disclaimer:

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, DELIVERABLES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. Solesca, for itself and its affiliates and suppliers, disclaims all warranties and conditions, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranties arising from course of dealing or usage of trade. SOLESCA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, that defects will be corrected, or that the Services will meet your requirements.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you; in that case any implied warranties are limited to the minimum scope and duration permitted by law.

14.1 No indirect damages:

To the maximum extent permitted by law, Solesca and its affiliates, officers, employees, agents and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including lost profits or revenue, lost data, loss of goodwill, business interruption or the cost of substitute services, arising out of or relating to the Services or these Terms, even if Solesca has been advised of the possibility of such damages, regardless of the theory of liability and even if a remedy fails of its essential purpose.

14.2 Liability cap:

To the maximum extent permitted by law, Solesca’s total cumulative liability for all claims arising out of or relating to these Terms or the Services will not exceed the greater of (a) the amounts you paid Solesca for the Services in the twelve months before the event giving rise to the claim and (b) one hundred U.S. dollars (USD 100). If you have paid nothing in that period, Solesca’s liability is limited to one hundred U.S. dollars.

14.3 Scope:

These limitations apply to all causes of action, whether in contract, warranty, tort (including negligence), statute or otherwise. Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law. The parties agree that these limitations are a bargained-for allocation of risk and an essential basis of the agreement.

You will defend, indemnify and hold harmless Solesca, its affiliates and their directors, officers, employees and agents from and against all claims, losses, liabilities, damages, judgments and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your use or misuse of the Services, (b) Customer Content or anything you submit to the Services, (c) your Deliverables and projects, including their permitting, construction and operation, or (d) your breach of these Terms or of applicable law or the rights of a third party.

Solesca may, at its expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with our defense. You will not settle a claim that imposes obligations on Solesca without our written consent. This Section survives termination.

16.1 Term:

These Terms apply from the moment you first accept them until terminated as described here. Subscriptions run for the term stated in the Order and renew as described in Section 4.

16.2 Termination by you:

You may terminate these Terms by canceling your subscriptions and closing your Organization’s account. Cancel active subscriptions first; closing an account does not by itself stop renewals that are already due. Termination is effective when we have processed the closure.

16.3 Suspension and termination by Solesca:

Solesca may suspend or terminate your access, in whole or in part, with or without notice if we reasonably believe that (a) you have breached these Terms, (b) your use poses a security, legal or operational risk to Solesca or other customers, (c) an invoice remains unpaid after the applicable grace period, or (d) we are required to do so by law. We may also close free accounts that have been inactive for twelve months. If we terminate for your breach or unlawful conduct, no fees are refunded and, to the extent permitted by law, prepaid fees and SOL Credits are forfeited.

16.4 Termination for convenience and discontinuation:

Solesca may terminate a subscription or these Terms for convenience, or discontinue the Services or a product, by giving you notice. In that case, if the termination is not due to your breach, we will refund prepaid subscription fees for the unused remainder of the term on a pro-rata basis. SOL Credits are not refunded (Section 6).

16.5 Effect of termination:

On termination your right to use the Services ends, we may deactivate the account, and the retrieval and deletion terms in Section 9 apply. Sections 6 through 18 survive termination to the extent they are meant to, including payment obligations, ownership, disclaimers, limitations of liability, indemnification and confidentiality.

17.1 Material changes:

We may update these Terms from time to time. For a change that materially affects your rights or obligations, we will give at least 30 days’ notice before it takes effect by emailing the Owners and Admins of your Organization at their account addresses and by posting the change on the legal updates page. The notice states the effective date. Continued use of the Services after the effective date is acceptance of the updated Terms. If you do not agree with a change, contact us at legal@solesca.com before the effective date and we will work with you. If we cannot resolve your concern, you may end your subscription before the effective date, and if you have prepaid for a term that extends past that date and the change adversely affects you, we will refund prepaid subscription fees for the unused remainder on a pro-rata basis.

17.2 Other changes:

Changes that are not material, such as clarifications, corrections and changes required by law, take effect when posted. Every change, material or not, is listed with its date on the legal updates page, and superseded versions remain available there.

17.3 Policies incorporated by reference:

The Privacy Policy, Cookie Policy, DPA and any product-specific terms we publish may be updated in the same way, with the same notice for material changes.

18.1 Governing law and venue:

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Except where applicable law requires otherwise, all disputes will be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue.

18.2 No jury trial; no class actions:

To the extent permitted by law, each party waives any right to a jury trial in any dispute arising out of or relating to these Terms, and you agree to bring claims against Solesca only in your individual capacity and not as a plaintiff or class member in any class, consolidated or representative proceeding.

18.3 Severability and waiver:

If a provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest of the Terms remain in effect. A failure to enforce a provision is not a waiver of it; waivers must be in writing.

18.4 Assignment:

You may not assign or transfer these Terms without Solesca’s prior written consent; any attempt to do so is void. Solesca may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets. These Terms bind and benefit the parties and their permitted successors and assigns.

18.5 Entire agreement:

These Terms, together with the documents incorporated by reference and your Orders, are the entire agreement between you and Solesca about the Services and supersede all prior or contemporaneous agreements, proposals and communications on that subject.

18.6 Relationship; no third-party beneficiaries:

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship, and there are no third-party beneficiaries.

18.7 Export compliance:

You will comply with all applicable export control and sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any country or region subject to U.S. embargo, that you are not on any U.S. government list of prohibited or restricted parties, and that you will not export or re-export software or technology from the Services in violation of those laws.

18.8 Force majeure:

Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, internet or utility failures, or failures of third-party services, except that this does not excuse payment obligations.

18.9 Notices:

Solesca may give you notices by email to the addresses on your account, in the Services, or by posting on our website, and you consent to receiving notices electronically. Keep your account email addresses current. Send legal notices to Solesca by email to legal@solesca.com or by mail to Solesca Energy, Inc., 4809 N. Ravenswood Ave., Suite 421, Chicago, IL 60640, USA. Privacy requests go to privacy@solesca.com.

18.10 Language:

These Terms are written in English. Any translation is for convenience only; the English version controls.