All capitalized terms used in this Terms and Conditions of Service agreement have the meaning set forth in the section titled “Definitions”.
By using the Website, Customer accepts the practices described in these Terms and Conditions of Service. If Customer does not agree to these Terms and Conditions of Service, the Customer may not use the Website. Verdiseno reserves the right to modify or amend the Terms and Conditions of Service at any time without notice. The Customer’s continued use of the Website following the posting of changes to these terms will mean the Customer accepts those changes. Any new features that augment or enhance the current Service shall be subject to these Terms and Conditions of Service. Continued use of the Website after any such changes will mean the Customer accepts those changes.
“Affiliate” means any legal entity in which the Customer, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights. Any such company shall be considered an Affiliate for only such time as such interest is maintained.
“Agreement” means these Terms and Conditions of Services and any document referencing these Terms and Conditions of Services, and any other schedules, exhibits or appendices thereto, whether attached or incorporated by reference.
“Confidential Information” means all information which Verdiseno protects against unrestricted disclosure to others, including but not limited to: (a) the Verdiseno Services, including without limitation the following information regarding Verdiseno’s Services: (i) computer software source code, programming techniques and programming concepts, methods of processing, system designs embodied in Verdiseno’s Services; (ii) data structures, logic diagrams, functional specifications; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Services; (b) the research and development or investigations of Verdiseno; and (c) product offerings, content partners, product pricing, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies;
“Content” means visual, audio, numeric, graphical, text or other data or content made available through the Website or otherwise by Verdiseno for use in conjunction with the Services.
“Customer” means the entity or individual that has consented to this Agreement by execution of an Order Form that references these Terms and Conditions or by any other legally binding method of acceptance of this Agreement, including checking a box on a registration page or any other page on the Website that precedes access to the Services.
“Customer Data” means any materials, data and information provided by Customer or its Named Users to Verdiseno in the course of using the Services.
“Marks” means all trademarks, service marks and trade names of Verdiseno and its partners and licensors used herein (including without limitation the name, logo, and the associated designs and logos.
“Named User” means any user licensed under this Agreement and authorized by Customer to access and use the Services through the use of a username, email address, and password that is exclusive to that user.
“Order Form” means the written order form or other ordering documentation (including a registration Webpage or Website) entered into by Verdiseno and Customer containing the specific terms and conditions applicable to the Services and which references these General Terms and Conditions.
“Permit Package” means a document that the Customer creates using the Service that is used by the Customer to apply for a building permit for a solar electric system. The creation of this document is a Service that Customer pays for on a per-project basis.
“Service” means any Service provided through a Website established by Verdiseno.
“Solar Electric System Design Service” is the Service that allows the Customer to design a solar electric system, including the module layout, inverter specification, and specification of both the electrical and mechanical balance-of-system components. The Service also allows the Customer to generate a report summarizing the system design. This Service does not include the generation of a Permit Package.
“Permit Package Service” is the Service that allows a Customer to generate a Permit Package for a system design that has been created using the Solar Electric System Design Service.
“Subscription” means an agreement between the Customer and Verdiseno allowing the Customer use the Solar Electric System Design Service for a specified term and price.
“Verdiseno” means the corporation Verdiseno, Inc., the entity that is party to this Agreement and identified by these Terms and Conditions of Service as providing the Service to Customer and that has its main office located at 131 Front Street Suite E-6, Santa Cruz, Ca 95060.
“Web Application” means any software owned and controlled by Verdiseno that is accessible through the Internet.
“Website” means a Verdiseno established Internet site or Web Application through which the Service and Content is made available.
General Usage Terms
Subject to the terms of this Agreement, Verdiseno grants to Customer the nontransferable and nonexclusive right during the term stated in the Order Form to permit Named Users to remotely access and use the Service solely for Customer’s own internal business purposes as permitted by this Agreement. A Named User must be at least 13 years of age to use the Service. Information pertaining to a Named User, including but not limited to the username, email, and name, must correspond to the person who uses or will use the credentials of the Named User to access and use the Service. No person may use the Service directly or indirectly if the person is employed by, has a competitive interest in, or operates a business that is a competitor of Verdiseno, unless the person has been granted express written permission to do so by Verdiseno. The username and password of a Named User is for the exclusive use of that Named User and may not be used by any other person or entity.
Customer shall not license, sell, lease, rent, outsource or otherwise make available the Service to third parties, other than Named Users and Affiliates. Customer shall be responsible for the acts and omissions of its Affiliates and Named Users as if they were the acts and omissions of Customer. When using the Service Customer shall not, and shall ensure that its Affiliates and Named Users do not: (a) attempt to translate, decompile, reverse-engineer, or decipher any part of the Website, or otherwise infringe upon the intellectual property rights of Verdiseno or unauthorized use or disclose of Confidential Information; (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) interfere with or disrupt the Verdiseno software, the Verdiseno systems used to host the Service, other equipment or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service made known to Customer; (d) circumvent the user authentication or security of the Site or Service or any host, network, or account related thereto; (e) use any application programming interface to access the Service other than those made available by Verdiseno; (f) mirror the Site on any server; (g) make any use of the Service that violates any applicable local, state, national, international or foreign law; or (h) fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure of the Service, or (i) except for licenses provided to Named Users as permitted in this Agreement, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, Customer for access to the Service. If Customer is granted a license under this Agreement to a free (no fee) version of the Service, to the extent permitted by applicable law, Customer agrees that (i) Verdiseno has no obligation to provide any particular service level or support services, and (ii) Verdiseno may cease providing the Service at any time without notice.
Copyright and Ownership
All elements of the Website, including without limitation the general design, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights and may not be reproduced, distributed, transmitted, displayed, published, framed, posted, broadcast, or sold in any form or by any means, in whole or in part, without the prior written of Verdiseno or in the case of third party materials, the owner of that content. The Services and the Website may only be used for the intended purpose for which such Website and Services are being made available. The Website and all related rights shall remain the exclusive property of Verdiseno or its licensors unless otherwise expressly agreed. Customer will not remove any copyright, trademark or other proprietary notices from material found on this Website. Customer shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Customer’s use of the Website and Services. You grant permission to Verdiseno to use any feedback, comments, or suggestions you provide for the purposes of marketing and advertisement.
Organizational Identification & Trademarks
All Marks are trademarks or registered trademarks of the Verdiseno or its affiliates, partners or licensors. Customer may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on this Website, without the prior written consent of Verdiseno. The use of the Marks on any other website or networked computer environment is not allowed. Customer may not use the Marks as a
“hot” link on or to any other website unless establishment of such a link is approved in advance.
Right to Block Access
Verdiseno may, at its discretion, disable the account of a Customer or Named User, and otherwise prevent that Customer or Named User from using our Services. Verdiseno may also block Customer’s access to the Website in the event that (a) Customer breaches these Terms and Conditions of Service; or (b) Verdiseno believes that Customer’s actions may cause financial loss or legal liability for Customer, other Customers or Verdiseno.
Customer and Customer’s Named Users are entirely responsible for the security and confidentiality of their passwords and other account security credentials. Furthermore, Customer is entirely responsible for any and all activities that occur under Customer’s account. Customer agrees to immediately notify Verdiseno of any unauthorized use of Customer’s account or any other breach of security of which Customer becomes aware. Customer is responsible for taking precautions and providing security measures best suited for Customer’s situation and intended use of the Services and Website. Verdiseno has the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights or business). Customer understands that anyone able to provide Customer’s personally identifiable information will be able access Customer’s account so Customer should take reasonable steps to protect this information.
In some cases Verdiseno may partner with another company who provides services within the Website, and during such transactions user will be transacting directly with such partner. On these pages, the transactional partner’s brand will be clearly visible, and their Terms and Conditions of Service will be posted. When using these partner pages, Customer will be bound by the partner Terms and Conditions of Service in addition to remaining bound by Verdiseno’ Terms and Conditions of Service. When there is a conflict between Verdiseno’ Terms and Conditions of Service and partner Terms and Conditions of Service, Verdiseno’ Terms and Conditions of Service shall be held as the primary, enforceable Terms and Conditions of Service.
Links to Third Parties
This Website may contain hyperlinks to other websites controlled by third parties. These links are provided solely as a convenience to Customer and do not imply endorsement by Verdiseno, or any affiliation with, or endorsement by, the owner of the linked website. The Verdiseno is not responsible for the contents or use of any linked website, or any consequence of making the link.
Access and Interference
Customer agrees not to use any robot, spider, scraper or other automated means to (i) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Website; or (ii) bypass any measures Verdiseno may use to prevent or restrict access to the Website.
The Website and Services should not be relied upon for advice. Any and all information generated by this website, including, but not limited to, solar panel and inverter data, weather data, renewable energy power system configurations and designs, and calculations, are intended to serve as guides only. The design of a renewable energy system should be undertaken only by a trained and qualified engineer and in compliance with any and all applicable laws and codes.
Permit Packages are prepared the purpose of describing the design of a proposed photovoltaic power system with enough detail to demonstrate compliance with applicable codes and regulations. The document shall not be relied upon as a substitute for following manufacturer installation instructions. Contractor shall install equipment in accordance with manufacturer instructions and nothing in this document shall be interpreted in a way that overrides them. Contractor is responsible for verification of all conditions, dimensions, and details in this document.
Customer’s use of and browsing of this Website are at Customer’s own risk and with the knowledge that Verdiseno will not be liable to the Customer for any damages as a result of use of the Website. Except where otherwise written, VERDISENO, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ITS SUPPLIERS PROVIDE THE WEBSITE, EVERYTHING ON THE WEBSITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. VERDISENO, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VERDISENO MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE INFORMATION CONTAINED ON THIS WEBSITE, AND SPECIFICALLY DISCLAIM ANY WARRANTY AS TO THE SUITABILITY, RELIABILITY, TIMELINESS OR ACCURACY OF THE INFORMATION CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. VERDISENO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKES SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to the Customer. This warranty gives Customer specific legal rights and Customer may also have other legal rights that vary from state to state.
Limitation on Liability
IN NO EVENT SHALL VERDISENO, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, ANY CONTENT THEREON, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) OR CUSTOMER’S USE THEREOF, WHETHER IN A CONTRACT ACTION OR BASED ON NEGLIGENCE, OR OTHER TORT ACTION, OR ANY OTHER CLAIM WHATSOEVER, EVEN IF VERDISENO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL VERDISENO’S LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED TWENTY-FIVE DOLLARS ($25.00).
Customer agrees to defend, indemnify and hold Verdiseno and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to any violation of these terms by Customer, its Named Users, or Affiliates, or in connection with the use of the Website or the Internet or the placement or transmission of any message or information on this Website by Customer, its Named Users, or Affiliates or Customer’s violation of any law or the rights of a third party.
Customers can begin a 14-day free trial of the Solar Electric System Design Service by providing a valid email address. No payment information is required to begin the free trial. At the end of the free trial period, Customer will be prompted to enter payment information to begin a Subscription.
If the Customer has agreed to pay for a Subscription, the Customer will be billed in advance. Payment for a Subscription will grant the Customer access to a Service for a specified term. Any payment for a Subscription is non-refundable. There will be no refunds or credits for partial periods of service not used.
Any Permit Package that is rejected by the Authority Having Jurisdiction (“AHJ”) is eligible for a 100% refund, provided that the following conditions are met:
- Customer provides Verdiseno with the rejected Permit Package, including any notes or stamps added by the AHJ, as well as any other documentation from the AHJ detailing the reasons for rejection.
- Customer submitted Permit Package in accordance with the instructions included with the Permit Package,
- The rejection was not the result of the Customer failing to provide information, providing faulty information, or not using the Services correctly.
These Terms and Conditions of Service shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Verdiseno does not guarantee continuous, uninterrupted or secure access to our Website or Services, and operation of the Website may be interfered with by numerous factors outside of our control. If any provision of these Terms and Conditions of Service are held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Customer agrees that these Terms and Conditions of Service and all incorporated agreements may be automatically assigned by the Verdiseno in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or the Verdiseno the scope or extent of such section. Our failure to act with respect to a breach by Customer or others does not waive our right to act with respect to subsequent or similar breaches. These Terms and Conditions of Service set forth the entire understanding and agreement between Verdiseno and Customer with respect to the subject matter hereof. The sections titled “Access and Interference”, “No Warranty”, “Limitation on Liability”, and “Indemnity” shall survive any termination or expiration of this Agreement.
These terms and conditions are the entire agreement between the Customer and Verdiseno and supersedes any prior understandings or agreements (written or oral).
Verdiseno Contact Information
Phone: (831) 713-5615
PO Box 833
Santa Cruz, CA 95061