The following Additional Terms of Service (the "Additional Terms") have been added by the Event Organiser and are specific and in relation to this Event ("Sunrise Demo Day") only. These Additional Terms set out the relationship between you (an attendee of the Event) and the Event Organiser; these Additional Terms govern your attendance of the Event.
Last updated : April 29, 2021.
Aurora Solar is willing to provide the Subscription Services to you, on a software as a service basis, only upon the condition that you accept all the terms contained in this Agreement. By clicking on the checkbox marked “Accept Terms” on the registration, log-in or similar page or by accessing or using the Subscription Services, you have indicated that you understand this Agreement, and you accept all of, and agree to be bound by, the terms of this Agreement, including these Terms. If the Subscription Services are to be accessed or used by or on behalf of a company or other legal entity, the individual expressing acceptance of this Agreement represents and warrants that he or she has the authority to bind that company or other legal entity to this Agreement, and “you”, “your” and “Company” will refer to that company or other legal entity. If you do not agree to all the terms of this Agreement, then you must not accept this Agreement and you may not use the Subscription Services. We may update these Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on our website and/or may also send other communications. It’s important that you review these Terms whenever we update them or you use the Subscription Services. If you continue to access and/or use the Subscription Services after we have posted updated Terms it means that you accept and agree to the changes. Because the Subscription Services are evolving over time, we may modify features within the Subscription Services and/or update the Subscription Services from time to time, without prior notice to Company.
1.1 “Customer Data” means all data and information provided, input, submitted or made available by or through you or Authorized Users (defined below) to the Subscription Services.
1.2 “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.3 “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
1.4 “Project” means a location or address for which you initiate creating a solar installation, sale proposal(s), site model(s), or Design(s) via the Subscription Services. The location or address of a Project needs not be unique and it is possible for multiple Projects to exist for a given location. A new Project can be initiated by an Authorized User (e.g. by clicking ‘Create Project’, ‘Copy Project’ or performing a similar action, in the application), or programmatically (e.g. via an API). For the purpose of this definition, “Design” means a site model and/or solar configuration that belongs to a specific Project. It is possible for multiple Designs to exist for a given Project.
1.5 “Service Order” means the online order form that describes the Subscription Services to be provided and sets forth fee schedule and other relevant terms. Each Service Order will form part of this Agreement and will be subject to the terms and conditions contained herein.
1.6 “Service-Generated Output” means any reports, drawings, images, documentation or other files or data that are generated by or through the Subscription Services and provided by or made available by Aurora Solar to you.
1.7 “Subscription Services” means Aurora Solar’s cloud-based solar installation design software and any and all related content, tools and other materials provided by or made available by Aurora Solar to you.
2.1 Account and Authorized Users. In order to access and use the Subscription Services, you will need to register with Aurora Solar and create an account (“Account”). You may select individuals (employees or independent contractors) to access and use the Subscription Services on your behalf via your Account and you will obtain separate credentials, e.g., user IDs and passwords, from Aurora Solar for such individuals (each, an “Authorized User”). Aurora Solar reserves the right to suspend or terminate Company’s Account if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. Company will ensure that Company’s Authorized Users, employees, agents, and representatives comply with all of Company’s obligations under this Agreement. You will at all times be responsible for all actions taken under Company’s Account, whether such action was taken by an Authorized User or by another Person, and whether such action was authorized by you or an Authorized User. You are responsible for maintaining the confidentiality of Company’s Account, including the logins and passwords for all Company’s Authorized Users. You will not share (and will instruct each Authorized User not to share) any user identifications, Account numbers, login user IDs, passwords, Account profiles or other credentials for Company’s Account with any other Person or otherwise permit any other Person to access or use the Subscription Services. You agree to notify Aurora Solar if any such credentials are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You will promptly notify Aurora Solar of any unauthorized use of or access to the Subscription Services.
2.2 Provision of Subscription Services. Subject to your compliance with the terms and conditions of this Agreement including any payment due, Aurora Solar will provide you with the Subscription Services, and hereby grants you and your Authorized Users a non-exclusive and non-transferable license to: (a) access and use the Subscription Services solely for your internal business purposes and solely by no more than the number of Authorized Users for which you have paid the applicable Fees, and (b) reproduce and distribute to your solar clients or prospective solar clients a reasonable number of copies of Service-Generated Output relating to such client, provided that you do not modify, create derivative works of, publicly display or perform, or remove any identifying legend or marking from such Service-Generated Output. Your rights in the Subscription Services will be limited to those expressly granted in this Section 2.2. Aurora Solar and its licensors reserve all rights in and to the Subscription Services not expressly granted under this Agreement.
2.3 Restrictions. You shall not at any time and will not permit or assist any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) access or use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) copy, modify, distribute or create derivative works of the Subscription Services, in whole or in part, except as expressly permitted for Service-Generated Output in Section 2.2 above; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any component of, the Subscription Services, in whole or in part, or any systems or networks that connect thereto; (iv) frame, mirror, sell, resell, rent, lease, license, sublicense, or provide access to the Subscription Services to any other Person, or otherwise transfer any of your rights hereunder or allow any Person to access or use the Subscription Services for any purpose other than for your benefit as intended in, and in accordance with, this Agreement; (v) access or use the Subscription Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Aurora Solar for use expressly for such purposes; or (viii) use or access (or permit any Person to access or use) the Subscription Services or any other Aurora Solar Confidential Information for purposes of monitoring the availability, performance or functionality of the Subscription Services or for any other benchmarking or competitive purposes, or to develop, commercialize, license or sell (or enable or assist any Person to develop, commercialize, license or sell) any product, service or technology that could, directly or indirectly, compete with the Subscription Services. You shall not allow access to or use of the Subscription Services by anyone other than Authorized Users.
2.4 Acceptable Use Policies. You acknowledge and agree that Aurora Solar does not monitor or police communications or data transmitted through the Subscription Services and that Aurora Solar shall not be responsible for the content of any such communications or transmissions. You and your Authorized Users shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You and your Authorized Users shall not use the Subscription Services to transmit any bulk unsolicited commercial communications. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles. You acknowledge that the Subscription Services are not designed, intended or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control systems or weapons control systems, or where failure could lead to death, personal injury or environmental damage. You shall not use, and the above license does not extend to the use of, the Subscription Services for such purposes or under such circumstances.
2.5 Data Maintenance and Backup Procedures. In the event of any loss or corruption of Customer Data, Aurora Solar will use commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Aurora Solar’s third party hosted services provider. Aurora Solar will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. AURORA SOLAR’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 2.5 WILL CONSTITUTE AURORA SOLAR’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE SUBSCRIPTION SERVICES.
3.1 Fees. You will pay Aurora Solar the fees set forth in the relevant Service Order in accordance with the terms therein and the terms of this Agreement (“Fees”). The Fees are non-refundable after the money back period as provided by Aurora Solar in the relevant Service Order. Aurora Solar reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of a Subscription Term. Except as otherwise provided in the relevant Service Order, you will pay Aurora Solar the minimum monthly fee as set forth in the Service Order for use of up to fifty (50) Projects per Authorized User in the Account (the “Monthly Project Allowance”) for each calendar month following the effective date of the Subscription Term (a “Month”) within five (5) days following the beginning of each Month. If your Subscription Term is longer than one (1) Month, then at the end of each Month except for the last Month of your Subscription Term, the unused portion of the Monthly Project Allowance for such Month may be rolled over for use in the next Month in addition to the Monthly Project Allowance allocated for the next Month, provided that no unused portion of any Monthly Project Allowance may be rolled over from one Subscription Term to another Subscription Term and all unused Projects expire without any refund at the end of each Subscription Term. If your subscription is monthly, i.e. your Subscription Term is one (1) Month, you may not roll over any unused portion of any Monthly Project Allowance and all unused Projects expire without any refund at the end of each Subscription Term. Aurora Solar reserves the right to suspend or terminate Company’s Account for consistently repeated Overage under the Account. An “Overage” means when the total aggregate number of Projects used in a Month under your Account exceeds the Monthly Project Allowance. You agree that consistently repeated Overage is a material breach of this Agreement subject to Section 10.2.
3.2 Payments. Aurora Solar will charge the payment method provided by you for Fees on the applicable payment date, including any applicable taxes. If Aurora Solar cannot charge such payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and Aurora Solar will attempt to charge the payment method again as you may update its payment method information. In accordance with local laws, Aurora Solar may update information regarding your payment method if provided such information by your financial institution. All payments due to Aurora Solar must be made in U.S. dollars. Except as expressly set forth in this Agreement, all payments are non-refundable. If you fail to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and Aurora Solar may suspend your access to the Subscription Services until all payments are made in full. You will reimburse Aurora Solar for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
3.3 Taxes. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind (other than any taxes imposed on Aurora Solar’s net income) imposed by any federal, state, multinational or local governmental authority on any amount payable by you to Aurora Solar hereunder (“Taxes”). Without limiting the foregoing, in the event that you are required to deduct or withhold any Taxes from the amounts payable to Aurora Solar hereunder, you will pay the applicable additional amount, so that Aurora Solar receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
OWNERSHIP. As between Aurora Solar and you, Aurora Solar owns all worldwide right, title and interest in and to the Subscription Services including all Intellectual Property Rights therein. As between you and Aurora Solar, you own all worldwide right, title and interest in and to all Customer Data and Aurora Solar will not obtain any ownership rights or interests in such data. You hereby grant and will grant to Aurora Solar a non-exclusive, royalty-free, worldwide, transferable (in whole or in part), sublicensable (through multiple tiers of sublicenses) license to: (a) use the Customer Data as is reasonably necessary to provide the Subscription Services hereunder for the term of this Agreement and (b) archive and perform analytics on the Customer Data and to distribute, publicly display or perform or otherwise use the results of the same provided such results are in an aggregated form that does not personally identify an individual person, and this license in subsection (b) is irrevocable and perpetual, and (c) to list on its website or in other informational or promotional material your business name (first name and last initial if you are an individual), city, state, country and website address to identify you as an Aurora Solar customer, and this license in subsection (c) shall be perpetual unless and until Aurora Solar receives written notice from you revoking such license under this subsection (c). The parties agree that the use of Company’s name as provided for in subsection (c) and any goodwill arising therefrom shall inure to the owner of such name, and upon written request, Aurora Solar will provide specimens of its usage and take corrective action as reasonably necessary to protect any trademark or other rights therein. To the extent you provide suggestions or feedback to Aurora Solar about its Subscription Services or Service-Generated Output (collectively, “Feedback”), you hereby irrevocably assign and will assign to Aurora Solar all right, title and interest you may have in and to such Feedback, and to the extent such assignment is not valid or complete, you hereby grant and will grant to Aurora Solar an exclusive, royalty-free, fully-paid, transferable (in whole or in part), sublicensable (through multiple tiers of sublicenses), worldwide, irrevocable and perpetual license under all Intellectual Property Rights to use and practice such Feedback in any manner, and irrevocably waive and agree to never assert any claim against Aurora Solar, its directors, officers, shareholders, employees or successors in interest relating to such Feedback.
NO WARRANTY; DISCLAIMER. THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. AURORA SOLAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AURORA SOLAR OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. AURORA SOLAR DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. You assume sole responsibility and liability for results obtained from the use of the Subscription Services (including Service-Generated Output) and for conclusions drawn from such use. Aurora Solar will have no liability for any claims, losses, or damages caused by errors or omissions in any Customer Data provided to Aurora Solar by you or any results or Service-Generated Output produced by the Subscription Services based upon Customer Data. You acknowledge and agree that the results and Service-Generated Output produced by the Subscription Services based upon the processing of Customer Data are estimates only, that Aurora Solar does not guarantee that these estimates will match actual measurements taken at a given site, that Aurora Solar does not guarantee the accuracy of any engineering designs or plan-sets or customer proposals based on the results or Service-Generated Output produced by the Subscription Services, and that the Subscription Services shall not be deemed a substitute for an actual in-person analysis conducted at a given site. Aurora Solar cannot and will not be liable for third-party criminal intrusions into our Subscription Services, despite our efforts to prevent the same.
6.1 Cooperation and Assistance. As a condition to Aurora Solar’s obligations hereunder, you shall at all times: (a) provide Aurora Solar with good faith cooperation and assistance and make available such information, facilities, personnel and equipment as may be reasonably required by Aurora Solar in order to provide the Subscription Services, including, but not limited to, providing Customer Data, security access, information, and software interfaces to your business applications; (b) provide such personnel assistance and other personnel, as may be reasonably requested by Aurora Solar from time to time; and (c) carry out in a timely manner all other of your responsibilities set forth in this Agreement.
6.2 Enforcement. You will ensure that Authorized Users comply with the terms and conditions of this Agreement. You will promptly notify Aurora Solar of any suspected or alleged breach of this Agreement and will cooperate with Aurora Solar with respect to: (a) any investigation by Aurora Solar of any suspected or alleged breach of this Agreement; or (b) any action by Aurora Solar to enforce the terms and conditions of this Agreement. Aurora Solar may suspend or terminate any Authorized User’s access to the Subscription Services without prior notice to you in the event that Aurora Solar reasonably determines that such Authorized User has breached this Agreement or violated the terms and conditions of any other agreement between Aurora Solar and such Authorized User pursuant to which such Authorized User is permitted to access and use the Subscription Services. You shall be liable for any violation of the terms and conditions of this Agreement by any Authorized User.
6.3 Customer Data Representations. You represent and warrant to Aurora Solar that: (a) you have all rights, power and authority that are necessary for your collection, use and processing of the Customer Data as contemplated by this Agreement; and (b) your use and provision of Customer Data to Aurora Solar pursuant to this Agreement will not breach any agreement between you and any third party or violate any applicable local, state or federal laws, regulations, orders or rules.
6.4 Telecommunications and Internet Services. You acknowledge and agree that you and your Authorized Users’ use of the Subscription Services is dependent upon access to telecommunications and Internet services. You are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Aurora Solar shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
7.1 Indemnification by Aurora Solar. Subject to Section 7.6, Aurora Solar shall defend any suit or action brought against you to the extent that it is based upon a third party claim that Aurora Solar, through the Subscription Services as provided by Aurora Solar to you pursuant to this Agreement, has knowingly infringed any U.S. copyright or misappropriated any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against or paid in settlement by you.
7.2 Exclusions. Notwithstanding the terms of Section 7.1, Aurora Solar will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) the combination, operation or use of the Subscription Services with equipment, devices, software or data (including without limitation Customer Data) not supplied by Aurora Solar, if a claim would not have occurred but for such combination, operation or use; or (b) your or an Authorized User’s misuse of the Subscription Services or use of the Subscription Services other than in accordance with this Agreement.
7.3 Injunction. If your use of the Subscription Services is, or in Aurora Solar’s opinion is likely to be, enjoined due to the type of claim specified in Section 7.1, then Aurora Solar may at its sole option and expense: (a) replace or modify the Subscription Services to make them non-infringing and of equivalent functionality; (b) procure for you the right to continue using the Subscription Services under the terms of this Agreement; or (c) if Aurora Solar is unable to accomplish either (a) or (b) despite using its reasonable efforts, terminate your rights and Aurora Solar’s obligation under this Agreement with respect to such Subscription Services and refund to you a pro-rata portion of the fees paid for the remaining term during which you would have had access to the Subscription Services.
7.4 Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF AURORA SOLAR AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SUBSCRIPTION SERVICES. The parties acknowledge that Aurora Solar has entered into this Agreement in reliance upon the limitations of liability and the disclaimers of damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
7.5 Indemnification by You. You shall defend Aurora Solar, its officers, directors, shareholders, employees and successors in interest (collectively, “Aurora Solar Indemnitees”), from and against any action or suit brought against an Aurora Solar Indemnitee by a third party in connection with your or an Authorized User’s use of the Subscription Services (other than any claim for which Aurora Solar is responsible under Section 7.1) including but not limited to a claim that the use or provision of Customer Data or your use of the Subscription Services infringe or misappropriate any Intellectual Property Rights or privacy rights of a third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against or paid in settlement by Aurora Solar.
7.6 Conditions of Indemnification. As a condition to the parties’ respective obligations under this Section 7, the party seeking indemnification (the “Indemnitee”) will: (i) promptly notify the other party (the “Indemnitor”) of the claim for which it is seeking indemnification; (ii) grant the Indemnitor sole control of the defense and settlement of the claim; and (iii) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The Indemnitor will not settle any claim that involves a remedy other than payment without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. The Indemnitee has the right to retain counsel, at its expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that the Indemnitee enters into without the Indemnitor’s prior written consent.
8.1 Definition. “Confidential Information” means any business or technical information disclosed by one party to the other party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. For clarity, Customer Data is your Confidential Information and the Subscription Services are Aurora Solar’s Confidential Information.
8.2 Exclusions. The obligations and restrictions set forth in Section 8.3 will not apply to any information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
8.4 Permitted Disclosures. The provisions of this Section 8 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.
9.1 Exclusion of Damages. IN NO EVENT WILL AURORA SOLAR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE SUBSCRIPTION SERVICES OR THE SERVICE-GENERATED OUTPUT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT AURORA SOLAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2 Total Liability. AURORA SOLAR’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO THE LIABILITY HEREUNDER.
10.1 Agreement Term. This Agreement commences on the date you click on the checkbox marked “Accept Terms” or first access or use the Subscription Services, whichever occurs earlier (“Effective Date”) and, unless terminated earlier by either party in accordance with the terms of this Agreement, will continue for the term specified in the applicable Service Order (the “Initial Term”). For clarity, if the Effective Date is not the first day of a calendar month, the Initial Term shall include the period of Subscription Term set forth in the Service Order plus remainder of the calendar month that the Effective Date falls within and each subsequent Subscription Term shall begin on the first day of a calendar month. This Agreement shall automatically renew for additional periods equal to the expiring term or as otherwise set forth in the Service Order (such additional periods, “Renewal Terms”) unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the end of the then-current term. The Initial Term and Renewal Terms are collectively referred to as the “Term”, and each of the Initial Term and Renewal Terms is referred to as a “Subscription Term”.
10.2 Termination for Breach. Either party will have the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof; provided that notwithstanding the foregoing, the cure period for any default with respect to payment shall be five (5) business days.
10.3 Effect of Termination. Upon the expiration or termination of this Agreement: (a) your and your Authorized Users’ right to access and use the Subscription Services will immediately terminate, and you and your Authorized Users will immediately cease all use of the Subscription Services; and (b) you will promptly destroy or return to Aurora Solar all of its Confidential Information in your possession or control. Aurora Solar may, but is not required to: (i) retain Customer Data after termination or expiration of this Agreement for the purpose of facilitating your reengagement of the Subscription Services, to derive anonymized statistics and/or for other internal business purposes related to the Subscription Services and (ii) destroy or otherwise dispose of any Customer Data in its possession.
10.4 Survival. The rights and obligations of Aurora Solar and you contained in Sections 2.3, 2.4, 2.5, 3, 4, 5, 6.2, 6.3, 7, 8, 9, 10.3, 10.4, 11, 12 and 13, will survive the expiration or termination of this Agreement.
11 FORCE MAJEURE. Neither party shall be liable for any alleged loss or damages resulting from any failure or delay in the performance of its obligations hereunder (except for the payment of money) due to events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, riots, insurrection, fires, flood, storm, explosions, natural disasters, power outages, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
If you have any questions or concerns about this agreement, please contact us at: firstname.lastname@example.org
Aurora Solar Inc. 434 Brannan Street San Francisco, CA 94107 USA
Last updated on: April 29, 2021
HeySummit is not responsible for any part of the above Additional Terms and is only responsible for the Core Terms of Service stated hereunder:
These Core Terms of Service (the “User Terms”) govern Your access to or use of the online and hybrid events platform and services generally described at www.heysummit.com and its associated services (online and offline), products, software, mobile applications, information, networks, distribution channels, components, APIs, and documentation (”Services”) offered or made available by Hey Summit Ltd. or its parents, subsidiaries, and corporate affiliates (“HeySummit” "we" "us" or “Our").
These User Terms and the Community Guidelines incorporated herein by reference, form a legally binding contract between You and us.
Review the Privacy Statement for more information on how we collect and use data relating to the use of Our services and products. The Privacy Statement is a changing policy that is also a part of these User Terms.
You are subject to these User Terms (a “User”) if:
The term “Host” refers to the company, entity, institution, organisation, or individual who is the public facing “brand” of the virtual or hybrid event (“Event”). A Host could be a company, or an individual.
If the Host enters into customer terms with HeySummit, such as the HeySummit’s Platform Terms or other HeySummit customer agreement (including agreements provided to the Host via a referral partner), it is a direct customer of HeySummit.
If the Host is not a direct customer of HeySummit, it typically means that the Host acquired the right to use the Services via a third party reseller or agency, in which case the Host’s use of the Services are governed by its agreement with that reseller or agency.
In each case above, the Host is subject to those separate customer and/or reseller or agency terms, and the Host’s Participants and Team Members are subject to these User Terms; provided however that if You are the individual who is both the Host and the named HeySummit account holder, these User Terms also apply to Your use of the account and Services in Your capacity as a Team Member.
Events are organised and administered by the Host, not HeySummit. We are a third party providing the Services and its incorporated technology platforms (the “Platform”) to facilitate an Event taking place. For the purpose of this Agreement, the Services includes the Platform.
We are not responsible and cannot be held liable for any matters described in the Host Responsibility section (below).
The Host has full control over the running of any Event. This includes the invitee list, when Events are created and how they are configured, and what functionality and third-party integrations are available for use at each Event.
The Host is solely responsible:
It is solely the Host’s responsibility to respond to and resolve any dispute between the Host and any Participant or Team Member. The Host may also block or revoke a User’s access to its Event at any time and in its sole discretion.
HeySummit’s customer success team and mechanisms may be used to support such resolutions but it will be up to the Host to ensure the relevant information is provided to HeySummit and to troubleshoot an adequate resolution for HeySummit to assist and is therefore still the sole responsibility of the Host.
The Host will remain responsible for any resolution and the support of HeySummit throughout the resolution processes.
Subject to these User Terms, We grant You a limited, non-sublicensable license to access and use HeySummit:
You agree that You will not (unless You have Our express prior permission):
As part of an Event, You may submit or make available certain content, information, and data, such as messages or files (“Contributions”). You are responsible for Your Contributions, and You assume all risks associated with Your Contributions, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure that makes You or anyone else personally identifiable. You represent and warrant that You own or have the necessary rights, consents, and permissions to use and authorise the use of Contributions as described herein. You may not imply that Contributions are in any way sponsored or endorsed by HeySummit.
We are not responsible or liable to You or any third-party for the content or accuracy of any Contributions. We may reject or remove Contributions (such as Contributions that violate these Terms, Our Community Guidelines, or applicable law), but we have no obligation to do so.
If You believe a Contribution infringes Your intellectual property rights, see Our Copyright Infringement Policy in Our Community Guidelines.
As between HeySummit and the Host, the Host is the data controller of recordings of Event content, including any of Your personal data embedded therein. We explain Our role as the data processor of such personal data in the Privacy Statement but we strongly encourage You to review the privacy notices and policies of the Host and other participants in the Event as applicable.
We are not responsible for the usage of your personal data by the Host and the Host understands that it is not the responsibility of HeySummit to make the usage by the Host of User’s personal data. HeySummit is solely responsible for their role in processing of personal data as set out by the Privacy Statement.
It is the responsibility of the Host to ensure any additional processing or usage of personal data is made clear to the data subject and explained clearly before conducting the Event.
You may not use the Services to collect data directly from children under the age of 13. In respect of any Event attended by children under the age of 13, a parent or legal guardian, as applicable, must register the minor and/or purchase the ticket on their behalf.
Solely in connection with Your interaction with the applicable Event, You grant to HeySummit a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual, irrevocable, license to the Contributions to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such Contributions in any form, format, media, and channel.
All intellectual property rights in the Services throughout the world belong to Us (or Our licensors). You have no intellectual property rights in, or to, the Services other than the right to use it in accordance with these User Terms.
If You provide feedback, comments or suggestions for improvements related to any HeySummit Services or products (in written, oral, or any other form) (“Feedback”), You represent and warrant that You (a) have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. You (i) acknowledge that HeySummit may have something similar to the Feedback already under consideration or in development, and (ii) assign to HeySummit Your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, You hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback without any compensation, and waive any right, title or interest and consent to any action of HeySummit, its service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the foregoing assignment, waivers, or consents.
You may promote, administer, or conduct a promotion, contest, or sweepstakes on, through or using Services (a “Promotion”), only if You:
(a) carry out all Promotions in compliance with all applicable laws and regulations, and Our Community Guidelines;
(b) You make expressly clear that the Promotion is Yours and that HeySummit does not sponsor, co-sponsor, endorse or support the Promotion.
You will be solely responsible for all aspects of, and expenses related to, Your Promotion, including, without limitation, the execution, administration, and operation of the Promotion, drafting and posting any official rules, selecting winners, issuing prizes, and obtaining all necessary third-party permissions and approvals.
We have the right to remove Your Promotion from the Platform if we reasonably believe that Your Promotion does not comply with applicable laws or Our Community Guidelines.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. HEYSUMMIT WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES; (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES; (IV) ANY AND ALL USES OF THE SERVICES; AND/OR (V) YOUR MISCONDUCT OR NEGLIGENT USE OF THE SERVICES, OR THE NEGLIGENCE OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL HEYSUMMIT’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR RELATIONSHIP WITH HEYSUMMIT, THESE TERMS, YOUR USE OF THE SERVICES, EXCEED THE GREATER OF THE AMOUNTS YOU HAVE PAID TO HEYSUMMIT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEYSUMMIT AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY IN ALL OTHER CIRCUMSTANCES.
If we fail to comply with these User Terms, we are responsible for loss or damage You suffer that is a foreseeable result of Our breaking these terms or Our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time You accepted these User Terms, both we and You knew it might happen.
The Services are provided for general information and entertainment purposes only. It does not offer advice on which You should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from HeySummit.
THE SERVICES ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS AND YOU USE IT SOLELY AT YOUR OWN RISK. HEYSUMMIT DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONALITY OF ANY OF THE SERVICES WILL BE IN GOOD REPAIR OR ERROR-FREE OR FREE FROM DELAYS, DEFECTS, OMISSIONS, INTERRUPTIONS OR INACCURACIES. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY HEYSUMMIT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Therefore, WITHOUT LIMITING THE RELEASE OF LIABILITY:
SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF VARIOUS WARRANTIES, SO ONE OR MORE OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE UNDER THOSE LAWS.
While we have taken reasonable security measures, we recommend that You regularly back up any content and data used in connection with the Services. HeySummit is not responsible for the loss of personal data or Contributions that you may from time to time store or keep saved on the Platform.
The Services have not been developed to meet Your individual requirements. Please check that the facilities and functions of HeySummit meet Your requirements.
If the provisioning of the Services is delayed by an event outside Our control, we will contact You as soon as reasonably possible to let You know and we will take steps to minimize the effect of the delay. Provided we have acted reasonably in letting You know about the delay where it is possible for us to do so, we will not be liable for delays caused by the event.
The Services may contain links or referrals to third party and other independent websites and services which are not provided by Us. Such websites and services are not under Our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make Your own independent judgement about whether to use them, including whether to buy any products or services offered by them.
If You, on your own accord choose to enter into an agreement with any third party regardless of whether they were recommended by HeySummit or not; You are solely responsible for applying your independent judgement and making your own decision to enter into any contract or arrangement with that third party.
We can, in Our sole discretion, terminate these User Terms and/or Your right to access or use HeySummit at any time, without notice, for any reason, including where we reasonably consider that (a) Your use of the Services violates these User Terms or applicable law; or (b) we are unable to continue providing HeySummit to You due to technical or legitimate business reasons. In the event of such termination:
In order to use HeySummit, it is necessary that You have a device that allows You access to the Internet, and an email. In order for certain functionalities and features to work properly, a camera or microphone and a headset or loudspeaker must be on and not used by another application. You expressly acknowledge and agree that we are not responsible for satisfying the foregoing requirements, and that the quality of messages, information or files sent, posted, streamed, published or otherwise transmitted using HeySummit may differ from the uploaded stream or file, in order to conform and adapt to standards of transferring data, connecting networks, devices or requirements of HeySummit.
If You are having any issues using the Services, get in touch with the Customer Success team.
If we have to contact or notify You, we will do so by the contact information You provided us or via notification on the Platform or other reasonable method.
From time to time we may automatically update and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We will not need Your consent to do this, and Your continued use of the Services following the update will be subject to these User Terms.
If You stream HeySummit onto any phone, laptop, desktop or other device not owned by You, You must have the owner's permission to do so. You will be responsible for complying with these User Terms, whether or not You own the phone or other device.
We may change these User Terms to reflect changes in law or best practice, or to address changes in Our Services. If You do not accept the changes, You are not permitted to continue using the Services.
We may transfer or assign Our rights and obligations under these Terms to an affiliated party of HeySummit or third party, with or without notice to You. You may not transfer Your rights and obligations under these Terms to someone else without Our prior written consent.
Each of the paragraphs of these User Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing these User Terms, we can still enforce it later. If we do not insist immediately that You do anything You are required to do under these User Terms, or if we delay in taking steps against You in respect of Your breaking this agreement, that will not mean that You do not have to do those things and it will not prevent us taking steps against You at a later date.
These User Terms are governed by English law, and You can bring legal proceedings in respect of the products in the English courts only.