Last Updated: January 8, 2021
1.1 Customer Data
“Customer Data” means all data and information provided, input, submitted or made available by or through you or Authorized Users (defined below) to the Subscription Services.
1.2 Intellectual Property Rights
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
“Project” means a location or address for which you initiate creating a solar installation, sale proposal(s), site model(s), or Design(s) via the Subscription Services. The location or address of a Project needs not be unique and it is possible for multiple Projects to exist for a given location. A new Project can be initiated by an Authorized User (e.g. by clicking ‘Create Project’, ‘Copy Project’ or performing a similar action, in the application), or programmatically (e.g. via an API). For the purpose of this definition, “Design” means a site model and/or solar configuration that belongs to a specific Project. It is possible for multiple Designs to exist for a given Project.
1.5 Service Order
“Service Order” means the online order form that describes the Subscription Services to be provided and sets forth fee schedule and other relevant terms. Each Service Order will form part of this Agreement and will be subject to the terms and conditions contained herein.
1.6 Service-Generated Output
“Service-Generated Output” means any reports, drawings, images, documentation or other files or data that are generated by or through the Subscription Services and provided by or made available by Aurora Solar to you.
2.1 Account and Authorized Users
In order to access and use the Subscription Services, you will need to register with Aurora Solar and create an account (“Account”). You may select individuals (employees or independent contractors) to access and use the Subscription Services on your behalf via your Account and you will obtain separate credentials, e.g., user IDs and passwords, from Aurora Solar for such individuals (each, an “Authorized User”). Aurora Solar reserves the right to suspend or terminate Company’s Account if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. Company will ensure that Company’s Authorized Users, employees, agents, and representatives comply with all of Company’s obligations under this Agreement. You will at all times be responsible for all actions taken under Company’s Account, whether such action was taken by an Authorized User or by another Person, and whether such action was authorized by you or an Authorized User. You are responsible for maintaining the confidentiality of Company’s Account, including the logins and passwords for all Company’s Authorized Users. You will not share (and will instruct each Authorized User not to share) any user identifications, Account numbers, login user IDs, passwords, Account profiles or other credentials for Company’s Account with any other Person or otherwise permit any other Person to access or use the Subscription Services. You agree to notify Aurora Solar if any such credentials are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You will promptly notify Aurora Solar of any unauthorized use of or access to the Subscription Services.
2.2 Provision of Subscription Services
Subject to your compliance with the terms and conditions of this Agreement including any payment due, Aurora Solar will provide you with the Subscription Services, and hereby grants you and your Authorized Users a non-exclusive and non-transferable license to: (a) access and use the Subscription Services solely for your internal business purposes and solely by no more than the number of Authorized Users for which you have paid the applicable Fees, and (b) reproduce and distribute to your solar clients or prospective solar clients a reasonable number of copies of Service-Generated Output relating to such client, provided that you do not modify, create derivative works of, publicly display or perform, or remove any identifying legend or marking from such Service-Generated Output. Your rights in the Subscription Services will be limited to those expressly granted in this Section 2.2. Aurora Solar and its licensors reserve all rights in and to the Subscription Services not expressly granted under this Agreement.
You shall not at any time and will not permit or assist any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) access or use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) copy, modify, distribute or create derivative works of the Subscription Services, in whole or in part, except as expressly permitted for Service-Generated Output in Section 2.2 above; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any component of, the Subscription Services, in whole or in part, or any systems or networks that connect thereto; (iv) frame, mirror, sell, resell, rent, lease, license, sublicense, or provide access to the Subscription Services to any other Person, or otherwise transfer any of your rights hereunder or allow any Person to access or use the Subscription Services for any purpose other than for your benefit as intended in, and in accordance with, this Agreement; (v) access or use the Subscription Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Aurora Solar for use expressly for such purposes; or (viii) use or access (or permit any Person to access or use) the Subscription Services or any other Aurora Solar Confidential Information for purposes of monitoring the availability, performance or functionality of the Subscription Services or for any other benchmarking or competitive purposes, or to develop, commercialize, license or sell (or enable or assist any Person to develop, commercialize, license or sell) any product, service or technology that could, directly or indirectly, compete with the Subscription Services. You shall not allow access to or use of the Subscription Services by anyone other than Authorized Users.
2.4 Acceptable Use Policies
You acknowledge and agree that Aurora Solar does not monitor or police communications or data transmitted through the Subscription Services and that Aurora Solar shall not be responsible for the content of any such communications or transmissions. You and your Authorized Users shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You and your Authorized Users shall not use the Subscription Services to transmit any bulk unsolicited commercial communications. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles. You acknowledge that the Subscription Services are not designed, intended or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control systems or weapons control systems, or where failure could lead to death, personal injury or environmental damage. You shall not use, and the above license does not extend to the use of, the Subscription Services for such purposes or under such circumstances.
2.5 Data Maintenance and Backup Procedures
In the event of any loss or corruption of Customer Data, Aurora Solar will use commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Aurora Solar’s third party hosted services provider. Aurora Solar will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. AURORA SOLAR’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 2.5 WILL CONSTITUTE AURORA SOLAR’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE SUBSCRIPTION SERVICES.