Master Service Agreement

This Master Service Agreement ("Agreement" or "MSA") is entered into between SolarDesk ("Provider," "we," "us," or "our") and the solar installation company or individual ("Client," "Installer," "you," or "your") that registers for and uses the SolarDesk platform. By accessing or using SolarDesk, you agree to be bound by this Agreement.

1. Service Description and Scope

SolarDesk is a business-to-business (B2B) software-as-a-service (SaaS) platform designed for solar installation companies. The platform provides the following tools and services (collectively, the "Service"):

• Solar Design & Simulation — tools for creating solar panel layouts, shade analysis, and energy production estimates
• Customer Relationship Management (CRM) — lead tracking, pipeline management, and customer communication tools
• Proposal Generation — creation, customization, and digital delivery of solar installation proposals
• Financing Tools — integration with lending partners to offer credit applications and financing options to homeowners
• Email Services — sending transactional and project-related emails on behalf of the Installer to homeowners and stakeholders
• SMS & Text Messaging — transactional SMS notifications to homeowners regarding project updates, credit applications, and document signing
• Document Management — digital document signing, storage, and organization for contracts and project files
• Reporting & Analytics — dashboards and reports on sales performance, project status, and team activity

The Service is provided as described in the applicable subscription plan selected by the Client. SolarDesk reserves the right to update, modify, or enhance features of the Service at any time, provided such changes do not materially reduce the core functionality included in the Client's active subscription.

2. Account Responsibilities and Authorized Users

Upon registration, the Client designates an account administrator who is responsible for managing access to the platform. The Client may invite additional team members ("Authorized Users") in accordance with their subscription plan.

• The Client is responsible for all activity that occurs under their account, including actions taken by Authorized Users
• Account credentials must not be shared with unauthorized individuals or third parties
• The Client must promptly notify SolarDesk of any unauthorized access or suspected security breach
• The Client is responsible for ensuring that all Authorized Users comply with the terms of this Agreement
• SolarDesk reserves the right to suspend access for any user engaging in activity that violates this Agreement

3. Subscription, Fees, and Payment Terms

Access to SolarDesk is provided on a subscription basis. The following terms govern billing and payment:

• Subscription fees are billed in advance on a monthly or annual basis, depending on the plan selected
• All fees are non-refundable except as expressly stated in this Agreement or required by applicable law
• SolarDesk reserves the right to modify pricing with at least thirty (30) days' written notice prior to the next billing cycle
• Late payments may result in suspension of access to the Service; accounts more than thirty (30) days past due may be terminated
• The Client is responsible for all applicable taxes, duties, or governmental charges associated with their subscription
• Usage-based charges (e.g., SMS messages, email volume) beyond the included plan limits will be billed at the rates published on the SolarDesk pricing page

4. Data Ownership and Intellectual Property

Ownership of data and intellectual property is allocated as follows:

• Client Data — All project data, customer records, designs, proposals, and other content created or uploaded by the Client remains the sole property of the Client. SolarDesk claims no ownership over Client Data.
• Platform IP — The SolarDesk platform, including all software, algorithms, user interface designs, documentation, trademarks, and proprietary technology, is and remains the exclusive property of SolarDesk.
• License to Use — SolarDesk grants the Client a limited, non-exclusive, non-transferable license to use the Service during the subscription term solely for the Client's internal business operations.
• Data Portability — Upon termination of this Agreement, the Client may request an export of their data within thirty (30) days. After this period, SolarDesk may delete Client Data in accordance with its data retention policies.
• Aggregated Data — SolarDesk may use anonymized, aggregated data derived from platform usage for analytics, benchmarking, and product improvement purposes, provided such data cannot identify any individual Client or homeowner.

5. Email Usage and Responsibilities

SolarDesk provides email sending capabilities that allow Installers to communicate with homeowners, partners, and stakeholders directly from the platform. By using the email features, the Client agrees to the following:

• The Client shall only send emails to recipients who have a legitimate business relationship with the Client or who have otherwise consented to receive communications
• All emails sent through SolarDesk must comply with applicable laws, including the CAN-SPAM Act, CASL, GDPR, and any other relevant anti-spam and privacy regulations
• The Client shall not use SolarDesk email services to send unsolicited bulk emails, spam, or marketing messages to purchased or harvested email lists
• The Client is solely responsible for the content of emails sent through the platform, including accuracy, legality, and appropriateness
• SolarDesk reserves the right to suspend email sending capabilities if the Client's sending practices result in elevated bounce rates, spam complaints, or violations of email provider policies
• The Client must maintain valid unsubscribe mechanisms for any marketing-related emails and honor all opt-out requests promptly

6. SMS & Communication Services

SolarDesk provides transactional SMS messaging capabilities powered by third-party communication providers. The following terms govern the use of SMS features and are binding on all Clients who enable or use text messaging through the platform:

Violation of any of the above SMS provisions may result in immediate suspension of messaging capabilities and, in severe cases, termination of the Client's account.

7. Acceptable Use Policy

The Client agrees to use SolarDesk only for lawful business purposes related to solar installation operations. The following uses are expressly prohibited:

• Using the Service for any unlawful, fraudulent, or deceptive purpose
• Attempting to gain unauthorized access to any part of the Service, other accounts, or related systems
• Uploading or transmitting malicious code, viruses, or harmful content
• Interfering with or disrupting the performance, stability, or security of the platform
• Reproducing, reselling, or redistributing any part of the Service without prior written consent from SolarDesk
• Using the Service to store or transmit content that infringes the intellectual property rights of any third party
• Misrepresenting energy production estimates, financing terms, or other information provided through the platform to homeowners or end customers

8. Confidentiality and Data Protection

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of this Agreement:

• Confidential Information includes, but is not limited to, business plans, customer lists, pricing structures, technical specifications, and any information marked as confidential
• Neither party shall disclose confidential information to third parties without prior written consent, except as required by law
• SolarDesk implements industry-standard security measures, including encryption in transit and at rest, access controls, and regular security audits to protect Client Data
• SolarDesk will promptly notify the Client in the event of a data breach that affects Client Data, in accordance with applicable data breach notification laws
• The Client is responsible for ensuring that any homeowner data entered into the platform is collected and processed in compliance with applicable privacy laws, including but not limited to CCPA and GDPR where applicable

For full details on how SolarDesk handles data, please review our Privacy Policy.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• SolarDesk's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by the Client during the twelve (12) months immediately preceding the event giving rise to the claim
• In no event shall SolarDesk be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill
• SolarDesk shall not be liable for any damages arising from the Client's reliance on solar production estimates, energy savings projections, or financing calculations provided through the platform
• SolarDesk shall not be liable for actions taken by third-party service providers, including but not limited to payment processors, lending partners, communication providers, or mapping data suppliers

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless SolarDesk, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's use of the Service in violation of this Agreement
• The Client's failure to obtain proper consent from homeowners for communications, including SMS messages and emails
• Any claims by homeowners or third parties arising from the Client's use of the platform
• The Client's violation of any applicable law, regulation, or third-party rights
• Inaccurate or misleading representations made by the Client to homeowners using information or tools provided by the platform

11. Warranty Disclaimers

The Service is provided on an "as-is" and "as-available" basis. SolarDesk expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Any warranty that the Service will be uninterrupted, error-free, or completely secure
• Any warranty regarding the accuracy, reliability, or completeness of solar energy production simulations, shading analyses, or financial projections — these are estimates based on available data and algorithms and should not be construed as guarantees of actual performance
• Any warranty regarding the availability or terms of third-party financing or lending products accessed through the platform

The Client acknowledges that solar production estimates are inherently approximate and depend on variables including, but not limited to, weather conditions, equipment specifications, installation quality, and utility rate changes that are beyond SolarDesk's control.

12. Termination and Suspension

Either party may terminate this Agreement as follows:

• Client Termination — The Client may cancel their subscription at any time through the account settings or by contacting support. Cancellation takes effect at the end of the current billing period.
• SolarDesk Termination — SolarDesk may terminate or suspend access immediately, without prior notice, if the Client breaches any material term of this Agreement, engages in prohibited conduct, or fails to pay fees when due.
• Effect of Termination — Upon termination, the Client's access to the Service will be revoked. The Client may request an export of their data within thirty (30) days of termination. After this period, SolarDesk may permanently delete Client Data.
• Survival — Sections relating to intellectual property, limitation of liability, indemnification, confidentiality, and dispute resolution shall survive the termination of this Agreement.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

• Any dispute arising out of or related to this Agreement shall first be addressed through good-faith negotiation between the parties
• If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration administered under the rules of the American Arbitration Association
• The arbitration shall take place in the State of Delaware, and the decision of the arbitrator shall be final and binding
• Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information

14. Modifications to This Agreement

SolarDesk reserves the right to modify this Agreement at any time. Changes will be communicated through the platform or via email to the account administrator. Material changes will be provided with at least thirty (30) days' notice before taking effect.

Continued use of the Service after the effective date of any modifications constitutes the Client's acceptance of the revised terms. If the Client does not agree with any modification, they may terminate this Agreement in accordance with Section 12.

15. General Provisions

• Entire Agreement — This Agreement, together with any applicable order forms or addenda, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.
• Severability — If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver — The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
• Assignment — The Client may not assign this Agreement without SolarDesk's prior written consent. SolarDesk may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• Force Majeure — Neither party shall be liable for delays or failure to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, or internet service disruptions.
• Notices — All notices under this Agreement shall be in writing and delivered to the email address associated with the Client's account or to SolarDesk at the address provided below.

16. Contact Us

If you have any questions about this Master Service Agreement, please contact us at support@solardesk.io.