Terms and Conditions

Sol Systems, LLC

Terms of Service

Last Updated: February, 2024

These Terms of Service (“Terms”) reflect a binding legal contract between you and Sol Systems, LLC (“Sol Systems”, “we”, or “us”). It is important that you read these Terms carefully because, if you sign up or otherwise use our services, you consent to the practices we describe below, and these Terms govern your relationship with Sol Systems during that usage.

If you do not agree to the terms and practices described, you should not create or continue your Sol Systems membership, use our Website, or use our Services, each defined below.

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. YOU ARE ACCEPTING THE AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS AGREEMENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO ENTER INTO THIS AGREEMENT. YOU FURTHER REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT.

PLEASE BE AWARE THAT THIS AGREEMENT IS SUBJECT TO THE ARBITRATION REQUIREMENTS OUTLINED BELOW THAT CONTAIN PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT THAT WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. THIS MEANS THAT (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. THIS AGREEMENT IS ALSO SUBJECT TO THE DISCLAIMERS AND LIMITATION ON LIABILITY IN THE GENERAL TERMS OF SERVICE.

Agreement; Introduction to Our Website & Services

These Terms form a binding, enforceable contract between you and Sol Systems (the “Agreement”) and govern your use of our Services. By browsing, registering for, accessing, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound and abide by these Terms, including any additional guidelines referenced in these Terms, such as our Privacy Policy. If at any time you do not agree to these Terms, you do not have permission to use our Services and must immediately terminate your use thereof.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SOL SYSTEMS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Terms available and any new Terms will be made available from within, or through, our Services. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, we will also make commercially reasonable efforts to notify you of any changes. Any changes to the Agreement will be effective immediately for new users of our Services and will be effective thirty (30) days after posting notice of such changes for existing users. We may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services immediately. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).

PLEASE REGULARLY CHECK THE SOL SYSTEMS WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Definitions

“Application” means the Third-Party Platform Provider’s software application, cloud-based platform, or customer portal through which the Services are offered.

“Account” means an account that a User creates on the Website or through other means in order to register for use of certain Services.

“Autopay Program” or “Autopay” means an arrangement whereby Sol Systems deducts payment through your Payment Method automatically to pay your Consolidated Bill.

“Bill Pay” means the Service of receiving one energy bill that combines amounts due pursuant to your Utility Account(s) with your Sol Systems Bill.

“Bundled Billing” means a Service provided by Sol Systems, where (i) Sol Systems, its agents, delegates, or contracted service providers will receive your Utility Bill and share it with Third-Party Platform Provider, who will use it to calculate a Consolidated Bill and (ii) Sol Systems, its agents, delegates, or contract service providers will perform Utility Pay services at the direction of Third-Party Platform Provider, under either a Third-Party Platform Provider Billing or Sol Systems Billing model.

“Business Day” means every Monday through Friday, excluding federal, state, or local bank holidays in the USA.

“Consolidated Bill” means a bill, calculated by Third-Party Platform Provider, which includes Third-Party Platform Provider Fees together with Utility Charges.

“Evergreen” means the method for paying your Sol Systems Bill if you are not enrolled in Bill Pay.

“Fee” means the amount due to Sol Systems for use of the Services.

“Force Majeure” means circumstances beyond Sol Systems’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

“Hold” means a temporary reservation or freeze placed on funds in your Payment Account and/or Payment Method to secure payment for Services provided by Sol Systems.

“Linked Sites” means a third-party website available through our Website.

“Payment Account” means the permitted account you designate from which your Sol Systems Bill payment will be deducted through your Payment Method, including your checking account or credit card account.

“Payment Method” means a permitted payment method used to fund a transaction through the Services, including but not limited to ACH, credit cards, or debit cards.

“Personal Information” means any personally identifiable information concerning a User, including but not limited to the following: name, email address, billing/shipping address, Utility service address, phone number, and credit or debit card number.

“Processing Date” means the date on which your Payment Method is debited or charged, and the payment begins processing.

“Recurring Payment Terms” means the recurring payment terms and conditions described in the Monthly and Annually Recurring Payments section these Terms of Service.

“Registration Data” means true, accurate, current and complete information about yourself as prompted by the registration form.

“Registration Information” means your Account login credentials, including your password.

“Renewal Commencement Date” means (i) under a monthly subscription, the first day following the end of each month following your account creation (for customers not on Autopay) or your utility bill date (for customers on Autopay); or (ii) under an annual subscription, the first day following the end of the month following your Account creation.

“Services” means all our products and services and any other features, technologies and/or functionalities offered by us to you via the Website, Application, or through any other means.

“Sol Systems,” “we,” “us” or “our” means Sol Systems and its subsidiaries or assigns.

“Sol Systems Bill” or “Sol Systems Statement” means the bill you receive from Sol Systems that includes Fees for any Sol Systems Services and any Utility or Supplier Statement charges, as applicable.

“Sol Systems Billing” means a billing model where, in accordance with and subject to the instructions of Third-Party Platform Provider, (i) Sol Systems, its agents, delegates, or contracted service providers will perform Utility Pay services and (ii) Sol Systems will charge your Payment Method for amounts due on your Consolidated Bill.

“Supplier” means any entity that offers electric power, natural gas, Utility bill credits, or combinations thereof, for sale to one or more Users in states where available.

“Third-Party Platform Provider” means the party who operates the Application.

“Third-Party Platform Provider Billing” means a billing model where (i) Third-Party Platform Provider will bill you directly for your Consolidated Bill and (ii) in accordance with and subject to the instructions of Third-Party Platform Provider, Sol Systems will perform Utility Pay services.

“Third-Party Platform Provider Fees” means an amount due to Third-Party Platform Provider in connection with a purchase, subscription, or other transaction within the Application or the Services.

“User,” “you,” or “your” means you and any other person or entity using the Service.

“Utility” means either a regulated electric or natural gas distribution company from which the User receives delivery of electricity or natural gas, or a regulated electric or gas generation, transmission, and distribution company from which a User receives electricity or natural gas.

“Utility Account” means a User’s account with his or her Utility.

“Utility Account Credentials” means User’s Utility Account username, password, and/or account number, and/or any other necessary credentials to access User’s Utility Account or that may be necessary to provide our Services.

“Utility Account Information” means a User’s personal information, Utility usage information, Utility bill amounts due, service address and any other information from User’s Utility that may be necessary to provide the Services.

“Utility Charges” means amounts due to your Utility under your Utility Statement.

“Utility Pay” means a service where Sol Systems will remit payments to your Utility in connection with your Utility Charges.

“Utility or Supplier Account Notices” means any communications sent to the User from his or her Utility or Supplier that includes, but is not limited to, notices regarding disconnection, outages past due bills, tariff or rate changes, commercial offers, or other information the Utility or Supplier wishes to communicate to the User.

“Utility or Supplier Statement” means the bill or statement for the User’s use of electricity, natural gas, Utility bill credits, and any other related utility good or service.

“Website” means www.solsystems.com and www.thesustainablechoice.com, including all subpages, successor pages, and micro sites.

Use of the Services and Website

The Website, the Application, the Services, and the information and content available therein are protected by copyright laws throughout the world. Subject to the Agreement, Sol Systems grants you a limited right to access and use the Services for your personal or internal business purposes.

The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit our Services; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of our Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); and (d) except as expressly stated in this agreement, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Sol Systems, its suppliers, and service providers reserve all rights not granted in the Agreement.

Your Account

Registering Your Account. To access certain features of our Services, you may be required to become a registered User.

Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using the our Services under the laws of the United States, your place of residence, or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sol Systems has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of our Services (or any portion thereof). You agree not to create an Account using a false identity or information or on behalf of someone other than yourself. You agree not to create an Account or use our Services if you have been previously removed by Sol Systems, or if you have been previously banned from any of the Services.

Account Activity and Credentials. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (a) notify Sol Systems immediately of any unauthorized use of your password or any other breach of security and (b) exit from your Account at the end of each session.

Subscription Fee and Automatic Renewal

You will be charged a subscription fee for your use of the Services. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you, including but not limited to notice provided via email or your Account. Your subscription will continue indefinitely until terminated in accordance with the Agreement.

Your Services shall be provided on a monthly or annual basis. If you choose the monthly subscription option, Yyour subscription will automatically commence on the Renewal Commencement Date first day following the end of each month following your Account creation (for customers not on Autopay) or your utility bill date (for customers on Autopay) (each a “Renewal Commencement Date”) and continue for an additional month. If you choose the annual subscription option, your subscription will automatically commence on the Renewal Commencement Date and continue for a period of twelve (12) months. You agree that your Account will automatically renew on the Renewal Commencement Date and further agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or, in the event that you receive a notice from Sol Systems, your subscription will be automatically renewed thirty (30) days from the date of the notice), by logging into and going to the relevant page of your Sol Systems Account (if available).

If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Sol Systems at info@solsystems.com or 202-349-2085. If you cancel your subscription, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Sol Systems to charge your payment provider now, and again during the subsequent subscription period. Upon renewal of your subscription, if Sol Systems does not receive payment from your payment provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Sol Systems may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

Your Sol Systems Account and Renewable Energy Certificates

Sol Systems purchases and retires renewable energy certificates (RECs) on your behalf in an amount that seeks to estimate or match your electric energy consumption. These RECs are produced by various renewable energy facilities throughout the United States. The number of RECs retired will be based on an average consumption for customers who have not connected a utility account. For customers who have connected a utility account, the number of RECs retired will be based on actual usage.

For every unit of renewable electricity generated, an equivalent amount of RECs areis produced. A REC represents the non-energy environmental benefits of one (1) megawatt hour (MWh) of renewable energy from a source that has no or low emissions of greenhouse gases and other pollutants. The specific environmental benefits represented by a REC depend on where the REC is generated and registered.

This service does not include electricity, which is provided by your local utility and may or may not be included in your bill from Sol Systems.

Autopay (BillPay)

By using the Services, you may need to enroll in our Autopay, also referred to as BillPay, program. Sol Systems, its agents, delegates, or contracted service providers will access your Utility Account on a regular basis and combine your Utility Statement charges with your Sol Systems Bill, if any, and send you one Consolidated Bill. You understand and agree that we will facilitate payment of your Utility charges and you will directly pay Sol Systems each month for your total Sol Systems Bill.

Monthly and Annually Recurring Payments

By choosing AutoPay, or by enrolling in any of our Services that require AutoPay, or by enrolling in any of our Services on a subscription basis, you authorize and order Sol Systems to have your Payment Method debited or charged for the amount noted on your monthly Sol Systems Bill or Consolidated Bill. You understand that this authorization and order will remain in effect until you cancel it in writing, and you agree to notify Sol Systems of any changes in your banking card or credit card account information or termination of this authorization and order at least fifteen (15) days prior to the next billing date. If the Processing Date above noted payment date does not fall on a Business Day, you understand that the payment may be executed on the next Business Day. You understand that, because this is an electronic transaction, these funds may be withdrawn from your financial account each period as soon as the Processing Dateabove noted transaction date. You have the right to stop automatic payment by notifying Sol Systems of that fact as contemplated above, but if you do so, Sol Systems will no longer pay your Utility bill and you will remain responsible for any RECs purchased. You authorize Sol Systems to place a Hold on your Payment Method and/or Payment Account on the Processing Date to verify sufficient funds before your Sol Systems Bill or Consolidated Bill amount is debited or charged. The Hold will not be placed on your Payment Method and/or Payment Account more than [•] days before your final bill amount is debited or charged. Sol Systems shall not be liable for any discrepancies between the Hold amount and the amount that is eventually debited or charged, or for any charges, fees or other expenses you may incur as a result of the Hold. This authorization is to remain in full force and effect until Sol Systems has received written notification from you in such time and in such manner as set forth above.

You agree to receive the notice required by 12 C.F.R. § 1005.10(d)(2) only if the difference between your current Sol Systems Bill or Consolidated Bill and your previous Sol Systems Bill or Consolidated Bill falls outside of a specific range as defined herein. For business customers, your Bill must be at least $5,000 greater than the previous month’s Sol Systems Bill or Consolidated Bill. For residential customers, your Sol Systems Bill or Consolidated Bill must be (1) at least $1,000 greater than the previous month’s Sol Systems Bill or Consolidated Bill and (2) at least a 150% variant greater than the average of your previous six-months Sol System Bill or Consolidated Bills. However, if you are a residential customer who has solar power and has an annual “true-up” with your Utility company, your Sol Systems Bill or Consolidated Bill must be at least $5,000 greater than the previous month’s Sol Systems Bill or Consolidated Bill.

In the case of a transaction being rejected for non-sufficient funds or declined credit you understand that Sol Systems may, at its discretion, attempt to process the charge additional times within thirty (30) days. Sol Systems is not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) charged to you by your financial institution. Sol Systems reserves the right to charge you for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) assessed to Sol Systems that result from your failure to maintain a balance or credit in the Payment Account that is sufficient to process your payment. [Additionally, Sol Systems reserves the right to charge you a fee not to exceed $[•] if a transaction is rejected for non-sufficient funds or declined credit.]

You acknowledge that the origination of payment transactions to the Payment Account must comply with the provisions of U.S. law. You will not dispute Sol Systems’ recurring billing with your financial institution, bank, or credit card company so long as the transaction corresponds to the terms indicated in these Terms. Any disputes should be first brought to our attention by contacting us at info@solsystems.com or 202-349-2085 Transaction fees may apply for credit card and ACH bank debit payments.

Electronic Consent Regarding Recurring Payment Authorization

You acknowledge and agree that, by accepting these recurring payment terms and conditions (“Recurring Payment Terms”), you consent to receive a copy of your payment authorization for recurring monthly or annual payments in electronic form only instead of receiving a paper copy. This consent applies only to recurring payment authorizations as to which we are required to provide you with a written copy under applicable law.

We cannot process your online recurring payment authorization unless you are willing to receive, in electronic form only, a copy of the Recurring Payment Terms that we are required to provide to you in writing under applicable law. Once you have accepted the Recurring Payment Terms, you cannot withdraw your consent to receive your copy of the Recurring Payment Terms in electronic form. However, you will still be able to cancel your recurring payment authorization in accordance with this agreement.

If you wish to obtain a paper copy of your recurring payment authorization, you may do so by printing the Recurring Payment Terms yourself or by calling us at 202-349-2085 to request a paper copy. We may charge you a reasonable service charge for the delivery of a paper copy of the Recurring Payment Terms so long as we disclose our then current service charge to you at the time of your request for a paper copy.

Bundled Billing Pay Types

If you are enrolled in Bundled Billing, you will be charged either via (a) Third-Party Platform Provider Billing or (b) Sol Systems Billing.

(a) Third-Party Platform Provider Billing

If Bundled Billing is provided under Third-Party Platform Provider Billing, Sol Systems, its agents, delegates, or contracted third-party service providers will receive your Utility statement on your behalf and share it with Third-Party Platform Provider, who will calculate your Utility Charges together with any Third-Party Platform Provider Fees and send you a Consolidated Bill. You will pay your Consolidated Bill directly to Third-Party Platform Provider. Sol Systems, its agents, delegates, or contracted third-party service providers will perform Utility Pay services only according to the instructions of Third-Party Platform Provider. You hereby expressly consent to Sol Systems following Third Party Partner’s instructions and agree that Sol Systems, its agents, delegates, or contracted third-party service providers shall only pay your Utility Charges in connection with the instructions issued by Third-Party Platform Provider.

(b) Sol Systems Billing

If your Bundled Billing services are provided under Sol Systems Billing, Sol Systems, its agents, delegates, or contracted third-party service providers will receive your Utility statement on your behalf and share it with Third-Party Platform Provider, who will calculate your Utility Charges together with any Third-Party Platform Provider Fees and send you a Consolidated Bill. Sol Systems, its agents, delegates, or contracted third-party service providers will receive instructions from Third-Party Platform Provider with respect to the amount to pay your Utility and the amount to charge your Payment Method. Sol Systems, its agents, delegates, or contracted third-party service providers will perform Utility Pay services and charge your Payment Method only in accordance with such instructions from Third-Party Platform Provider. You hereby expressly consent to Sol Systems, its agents, delegates, or contracted third-party service providers following Third-Party Partner’s instructions and agree that Sol Systems, its agents, delegates, or contracted third-party service providers may (i) pay your Utility Charges and (ii) charge your Payment Method, both in connection with the instructions issued by Third-Party Platform Provider.

Delivery of Funds

We will use reasonable efforts to facilitate your payments properly and on time. However, Sol Systems makes no guarantees, warranties, representations or commitments regarding when payments will reach your Utility. Sol Systems shall not be responsible for any fees, penalties, or late payment interest charged to you by your Utility or any third party as a result of a delay in payment. However, Sol Systems will pay any fees, penalties, or late payment interest charges charged to you by your Utility if it determines that a late payment was caused solely by Sol Systems.

Sol Systems is not responsible for any failure to complete or delay in completing any payment due to any of the following:

• Your Payment Account does not contain sufficient funds or your Payment Method does not have available credit to complete the payment or the charge is rejected or returned by your bank or financial institution;

• Third-Party Platform Provider instructs us not to pay any Utility Charges;

• The payment processing center is not working properly and you know or have been advised by us about the malfunction before you execute the transaction;

• Your Utility rejects or returns the payment for any reason;

• Your equipment, software, or any communications link is not working properly;

• You have provided us with incorrect information about your Utility;

• Your Utility mishandles or delays handling or posting any payment;

• Circumstances beyond our control (for example, Force Majeure) that prevent or delay the payment from being completed;

• You have revoked the recurrent payment authorization;

• You have not provided us with the correct bank account or credit card information; and/or

• Your payment was sent to an unintended Utility.

If we facilitate a payment for an incorrect amount, we will use commercially reasonable efforts to recover the incorrect payment from your Utility. If we can recover the incorrect payment that was charged to you, we will return the amount of the incorrect payment to you. If not, we will notify you of that fact and you will be responsible for making appropriate arrangements with your Utility to receive a refund of the credit or have it applied against future balances.

Utility Account Access

You authorize Sol Systems, its agents, delegates, or contracted third-party service providers to retrieve, store, and use, on your behalf as your agent, your Utility Account Information and your Utility Account Credentials in order to access your Utility Account and provide our Services, including Utility Account Information not provided to us when creating your Account. By submitting your Utility Account Information, you certify and confirm that you are entitled to disclose this Utility Account Information and that you are an authorized user of your Utility Account. Sol Systems makes no effort to review your Utility Account Information for accuracy.

To allow Sol Systems, its agents, delegates, or contracted third-party services provider to retrieve and use your Utility Account Information, you understand that you must provide Sol Systems, its agents, delegates, or contracted third-party service providers with your Utility Account Credentials. You acknowledge that Sol Systems, its agents, delegates, or contracted third-party service providers may need to periodically change or update your Utility Account Information and Utility Account Credentials in order to use the Services. You agree to allow Sol Systems, its agents, delegates, or contracted third-party service providers to make such changes to your Utility Account(s) on your behalf and as your agent including, but not limited to, changes to your login information, your email address, and your Account security questions. You represent, warrant, acknowledge, and agree that you are solely responsible for the accuracy of your Utility Account Credentials.

You acknowledge that Sol Systems, its agents, delegates, or contracted third-party service providers may also need to modify or update your Utility Statement delivery preferences in order to provide the Services, which could include modifying your e-billing or auto payment preferences.

You agree to notify Sol Systems, its agents, delegates, or contracted third-party service providers of any changes to your Utility Account Information or Utility Account Credentials. You acknowledge that, if your Utility Account Information or Utility Account Credentials change and you do not notify Sol Systems, its agents, delegates, or contracted third-party service providers of those changes, the Services may no longer provide all functionality. By providing Sol Systems, its agents, delegates, or contracted third-party service providers with your Utility Account Credentials, you certify that you or another member of your household or small business owns the Utility Account(s) associated with your home or business.

You acknowledge and agree that when Sol Systems, its agents, delegates, or contracted third-party service providers is accessing and retrieving your Utility Account Information from third-party sites, Sol Systems, its agents, delegates, or contracted third-party service providers is acting as your agent and not as the agent for or on behalf of the third-party.

You further acknowledge and agree that Sol Systems, its agents, delegates, or contracted third-party service providers may analyze your Utility Account Information as set forth herein and in our Privacy Policy.

You authorize Sol Systems to share your Utility Account Information (including without limitation your Utility Statements), together with any data analytics performed on your Utility Account Information, with Third-Party Platform Provider. Third-Party Platform Provider may use your Utility Account Information to provide services to you, including without limitation via the Application. You acknowledge that Third-Party Platform Provider’s usage of your Utility Account Information is governed by the terms of its agreements with you, including the Application’s terms of service and the Third-Party Platform Provider’s Privacy Policy.

Utility or Supplier Notices

You authorize Sol Systems, its agents, delegates, or contracted third-party service providers to receive Utility or Supplier Notices on your behalf, where permitted, and you understand and agree that Sol Systems, its agents, delegates, or contracted third-party service providers may not pass along any or all of these Notices to you. You agree that Sol Systems, its agents, delegates, or contracted third-party service providers shall not be liable for any delays, failure to deliver, or misdirected delivery of any Utility or Supplier Account Notices.

Identity Verification

You authorize Sol Systems, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include asking for you further information, requiring you to take steps to confirm ownership of your email address or financial instruments, and verifying your information against third party databases or through other sources. If you cannot verify your identity, Sol Systems reserves the right to deny you use of the Services.

Your Relationship with Your Utility Provider

Sol Systems does not supply, transmit, or distribute electricity or natural gas and is not affiliated or endorsed by any Utility or Supplier. By using Sol Systems’ Services, you acknowledge and agree that Sol Systems is acting only as an intermediary and is not a party to any transaction between you and your Utility or Supplier. Accordingly, Sol Systems assumes no responsibility and will have no liability of any kind whatsoever in respect to your dealings with your Utility or Supplier including with regards to electric or natural gas delivery, payments, notices, and the proper and timely delivery of goods or services by your Utility or Supplier. Sol Systems in no way endorses, recommends, and/or bears any responsibility or liability for any products, services, statements, made by your Utility or Supplier. Statements and opinions of your Utility or Supplier are not representative of Sol Systems or its business partners.

Sol Systems is not liable for the accuracy of your Utility Statement. Any discrepancies or disputes regarding the accuracy of your Utility Statement must be addressed with your Utility or Supplier directly. You understand and agree that any Utility Statement provided to you through the Services may be delayed or prevented by a variety of factors. We use commercially reasonable efforts to provide Statements in a timely manner with accurate information.

However, we neither guarantee the delivery nor the accuracy of the content of any Statement. You also agree that Sol Systems will not be liable for any delays, failure to deliver, or misdirected delivery of any Statement; for any errors in the content of a Statement; or for any actions taken or not taken by your or any third party in reliance on a Statement.

Sol Systems assumes no responsibility, and will not be liable, for your failure to take any action or inaction with respect to your Utility Account(s) or your failure to receive any information with respect to any Utility Account(s). You agree to hold Sol Systems harmless should your Utility fail to deliver your Utility Statement(s). You are responsible for ensuring timely payment of all Utility Statements.

These Terms do not alter any liability or obligations that currently exist between you and your Utility. You agree that your relationship with your Utility is governed solely by the agreement(s) with your Utility.

Fees and Promotions

You understand and agree that payments facilitated by Sol Systems may incur a Fee. This Fee will be included on your Sol Systems Bill. The Fee may vary, depending upon factors, including but not limited to your Utility, the Payment Method, and promotions run by Sol Systems. The Fee is subject to change at any time and will be disclosed to you prior to payment submission.

From time to time, and in its sole discretion, we may choose to offer discounts, rebates, or other promotions. Such promotions are available for new, first-time Sol Systems customers only. Customers who already have a Sol Systems Account are not eligible for discounts, rebates, or other promotions.

Actions by Sol Systems

If we have reason to believe that you have violated these Terms, we may take various actions to protect Sol Systems, a third party, or you from fees, costs, expenses, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

• We may close, suspend, or limit your access to your Account or the Services;

• We may update inaccurate information you provided us;

• We may refuse to provide the Services to you in the future;

• We may close, suspend, or limit your access to your Account or Services; and

• We may take legal action against you.

Sol Systems, in its sole discretion, reserves the right to terminate access to its Website, to your Account, or to the Services for any reason and at any time upon notice to you.

If we close your Account or terminate your use of the Services for any reason, we will provide you with notice of our actions. If we limit access to your Account, we will make commercially reasonable efforts to provide you with notice of our actions and the opportunity to request restoration of access if appropriate in our sole discretion.

Sol Systems’ Relationship to Third-Party Platform Provider

Sol Systems may provide its Services through the Application, which is owned and operated by Third-Party Platform Provider. Your access to and usage of the Application is governed by the Application’s terms of service. These Terms do not alter any liability or obligations that currently exist between you and Third-Party Platform Provider.

Sol Systems is not responsible for the Application, the content thereon, the instructions of Third Platform Provider with respect to Bundled Billing or Utility Pay (if applicable) or any other matter, or any acts or omissions of Third-Party Platform Provider and you expressly release and hold harmless Sol Systems from and against any liability therewith.

Your Privacy

Sol Systems’ use, storage, and processing of your personal information in connection with the Services, as well as your use of the Services, is also governed by our Privacy Policy and the applicable privacy polic(ies) of Third-Party Platform Provider. By using the Services or otherwise providing personal information via the Application, you understand that such personal information may be shared with Sol Systems and you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

You further agree that you are licensing your Utility Account Information to Sol Systems, its agents, delegates, or contracted third-party service providers and consent to the accessing and processing of your Utility Account Information for the purpose of providing the Services. This includes without limitation allowing us to analyze your Utility Account Information to create anonymous and aggregated data for purposes of creating benchmarks and other analytical reports and data all in accordance with our Privacy Policy and share any information with Third-Party Platform Provider. Sol Systems may use and store the content in accordance with these Terms and our Privacy Policy.

Confidentiality and Notices

You agree and understand that you are responsible for maintaining the confidentiality and security of your password, which, together with your login credentials, allows you to access the Services. Those login credentials constitute your “Registration Information.” We recommend you do not use the same password for other online accounts, such as an online banking account. In order for the Services to function effectively, you must keep your Utility Account Credentials and Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services will be affected. If you become aware of any unauthorized use of your Utility Account Credentials or Registration Information, you agree to notify Sol Systems as soon as reasonably possible at the e-mail address info@solsystems.com.

Our information collection and use policies with respect to the privacy of such Account Information, Utility Account Credentials, and Registration Information are set forth in the Privacy Policy, which is incorporated herein by reference for all purposes.

Sol Systems Communications

By entering into this Agreement or using the Services and Website, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems and that any calls may be recorded and the record of those calls may be retained by Sol Systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Website and Services; updates concerning new and existing features on the Website and Services; communications concerning promotions run by us or our third-party partners; and news concerning the Company and industry developments. Standard text messaging charges applied by your mobile carrier will apply to text messages that we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

Compliance with Applicable Laws

When you access or use the Services, you are required to comply with all applicable laws and any other conditions or restrictions in any written or online notice from Sol Systems (including these Terms). As a condition of your access to and use of the Services, you agree that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. The Services are offered for your personal and non-commercial use only, and Sol Systems does not grant you any express or implied rights to access or use the Services for any other purpose.

Without limiting the generality of the foregoing, you agree not to:

• Impersonate any person or entity, whether actual or fictitious, or falsely state or otherwise misrepresent your affiliation with any person or entity;

• Interfere with any other users’ rights to privacy and publicity, including by harvesting or collecting information from or about users;

• Upload or otherwise transmit any communication, software, or materials that contain a virus or is otherwise harmful to Sol Systems or its users’ computers or systems; or

• Engage in “spidering,” “screen scraping,” “database scraping,” harvesting of email addresses, wireless address, or other contact or personal information, or any other automatic means of obtaining lists of users or other information from Sol Systems, including without limitation any information residing on any server or database connected to the Services.

Intellectual Property of Sol Systems and Its Licensors

Our Website (including, but not limited to, text, images, photographs, graphics, user interface, screen shots, designs, and source code, and the selection, coordination, and arrangement of such content) is protected under the copyright laws of the United States and other countries. Sol Systems owns all copyrights in our Website or its third-party suppliers and licensors to the full extent permitted under the United States Copyright Act and all international copyright laws.

Unless expressly permitted in writing, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit, or in any way exploit any part of our Website, except that you may make use of the content for educational and non-commercial purposes only, provided that you maintain all copyright and other notices posted along with the content.

Trade and Service Mark Rights

All rights in the Company names, trade names, logos, service marks, and slogans of the Services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Sol Systems or its third-party suppliers and licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials is expressly prohibited, and nothing stated or implied on our Website confers on you any license or right under any trademark of Sol Systems, its affiliates, or any third party. To obtain written permission to use the trade and service mark rights of Sol Systems, please contact us at info@solsystems.com.

Notice of Infringement

We respect the intellectual property rights of others, and require that Users do the same. If you believe in good faith that your work has been reproduced or is accessible on our Website in a way that constitutes copyright infringement or that your intellectual property rights have otherwise been violated, please provide Sol Systems with the following information in writing:

• Identification of the copyrighted work or other intellectual property claimed to have been infringed;

• Identification of the allegedly infringing material, reference, or link that is to be removed and information reasonably sufficient to permit us to locate the material, reference, or link;

• Your name, address and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary;

• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright or other intellectual property owner, its agent, or the law; and

• A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Please note that, due to security concerns, we cannot accept e-mail attachments. Any notice of infringement submitted electronically with an attachment will not be received or processed. Upon receipt of a notice of claimed infringement (or any statement in conformity with 17 U.S.C. § 512(c)(3)), we will expeditiously remove or disable access to the allegedly infringing content. We may terminate the service privileges of users who repeatedly infringe the copyrights or other intellectual property rights of others.

Third-Party Content and Links to Third-Party Websites

You may be able to link from our Website to certain Linked Sites. This includes links from advertisers, sponsors, and small business partners that may use our logo(s) as part of a co-branding relationship. You acknowledge and agree that Sol Systems has no responsibility for the information, content, products, services, advertising, code, or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates or partners of ours, and you rely on the same at your own risk. Links to such websites or resources do not imply any endorsement by Sol Systems of such websites or resources or the content, products, or services available from such websites or resources. Such Linked Sites are not under our control, and links to other websites are provided solely for the convenience of users.

You acknowledge that, when you leave our Website by any means, including but not limited to, when you click on a link that leaves our Website, the website you land on is not controlled by us and different terms of use and privacy policies apply. If you elect to use or purchase services from third parties, you are subject to their terms and conditions and privacy policy.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Sol Systems expressly disclaims all warranties of any kind, whether express, implied, or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Sol Systems makes no warranty that (i) the Services will meet your requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, or (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations.

Limitation of Liability

You expressly understand and agree that Sol Systems will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, damages for loss of goodwill, use, data, or other intangible losses (even if Sol Systems has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to your Account information; (iv) statements or conduct of any third party on the Services; (v) late or never received Statements or Notices, or (vi) any other matter relating to the Services. In no event will Sol Systems’ total liability to you for all damages, losses, or causes of action exceed the amount you have paid Sol Systems in the last six (6) months, or, if greater, one hundred dollars ($100).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you. If you are dissatisfied with any portion of the Services or with these terms, your sole and exclusive remedy is to discontinue use of the Services.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOL SYSTEMS DISCLAIMS ALL LIABILITY OF ANY KIND ARISING FROM THE UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONAL INFORMATION (AS DEFINED IN THE PRIVACY POLICY).

Indemnification

You agree to release, indemnify, and hold harmless Sol Systems, its affiliates, and its and their respective officers, employees, directors, members, and agents from any and all losses, damages, costs, expenses (including reasonably attorneys’ fees), rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, your connection to the Services, your use of products or services obtained by or through Linked Sites, your violation of these Terms, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

If you are a resident of another jurisdictions, you waive any comparable statute or doctrine.

Arbitration of Claims

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Sol Systems and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute, claim or request for relief relating in any way to your access or use of the Services and/or Website or to any aspect of your relationship with Sol Systems, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Sol Systems may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent, Capitol Corporate Services, Inc., 3206 Tower Oaks Blvd., 4th Floor, Rockville, MD 20852, in detail with your specific facts. Prior to the commencement of arbitration, the parties agree to mediate their dispute for a period of not longer than thirty (30) days. This mediation shall be conducted in good faith between the parties. After the expiration of the mediation period, the arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/, and all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Notwithstanding anything to the contrary in the JAMS arbitration rules (or the rules of any other alternative arbitration provider), to the extent your fees for arbitration are being paid on your behalf by a third party (including your lawyer or a third party funding source) or you have an agreement to be reimbursed by a third party for such fees, then you shall be required to split any fees for the arbitration equally with Sol Systems.

In the case of any arbitration claim made that is part of a mass arbitration (e.g., the claim is similar to or on the same basis as other arbitration claims made by the same lawyer or law firm representing multiple individuals), then: (a) arbitration procedures shall be modified to allow for dispositive motions, including, but not limited to, motions for summary judgement; and (b) at Sol Systems’ option, the arbitration may be consolidated with other arbitration claims setting forth a similar fact pattern and arbitrated in a single arbitration proceeding, provided, that if Sol Systems does not exercise this option, then the waiver set forth below remains in place.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Sol Systems. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Sol Systems are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS (INCLUDING MASS ARBITRATION CLAIMS). ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER (EXCEPT AS PROVIDED FOR ABOVE). If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the District of Columbia. All other disputes, claims, or requests for relief shall be arbitrated.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to info@solsystems.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided in the waiver of class or other individualized relief paragraph above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Sol Systems.

Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Sol Systems makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Sol Systems at the following address: Sol Systems: Attn: General Counsel, 101 Connecticut Ave NW, Second floor, Washington, DC 20036.

No Waiver

The failure of Sol Systems to enforce any provisions of these Terms or respond to a breach by you or other parties will not in any way waive its right to enforce subsequently any terms or conditions of these Terms or to act with respect to similar breaches.

Miscellaneous System Availability

Sol Systems will use commercially reasonable efforts to make the Services available at all times except for: (a) planned downtime, or (b) any unavailability due to Force Majeure. Planned downtime and routine maintenance and updates may result in temporary unavailability of the Services. We will have no liability to you or any third party in respect of your inability to access the Services at any time.

Your Liability

You are responsible for all fees, costs, expenses, fines, penalties, and other liabilities incurred by Sol Systems, yourself, or a third-party caused by or arising out of your breach of these Terms and/or your use of the Services. You agree to reimburse Sol Systems or a third-party of any and all such liability.

Choice of Law and Forum

These Terms are governed by, and must be construed in accordance with, the laws of the District of Columbia. In the event Sol Systems brings a claim against you, you agree to submit to the exclusive jurisdiction of the federal or local courts located in Washington, D.C.

Integration and Severability

Unless otherwise specified herein, the Terms constitute the entire agreement between you and Sol Systems and govern your use of the Services. If any portion of the Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

Electronic Communications

The communications between you and Sol Systems may take place via electronic means. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. § 7001 et seq. (“E-Sign”).