Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Praethos LLC and its subsidiaries, affiliates, and related entities, including but not limited to ERP Solar, ProGreen Solar LLC, Kenyon Consulting, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Company," "we," "us," or "our"), governing your access to and use of the Solar ERP platform located at erpsolar.com, together with all related websites, applications, services, tools, and application programming interfaces (collectively, the "Service").

1.1 Agreement by Access or Use. By clicking "I Agree," "Sign Up," or any similar button; by creating an account; by accessing or browsing any part of the Service; or by using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease all access to and use of the Service.

1.2 Authority to Bind. If you are accessing or using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, "you" and "your" refer to both you individually and the entity you represent. If you lack such authority, you must not accept these Terms or use the Service on behalf of that entity.

1.3 Age Requirement. You must be at least eighteen (18) years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old. The Service is not directed at and may not be used by individuals under the age of 18.

1.4 Modifications. We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. If we make material changes, we will provide at least thirty (30) days' prior notice through one or more of the following methods: posting a notice within the Service, sending an email to the address associated with your account, or displaying a prominent banner on our website. Your continued use of the Service after the effective date of any modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue your use of the Service before the changes take effect.

1.5 Supplemental Terms. Certain features, products, or services offered through the Service may be subject to additional terms and conditions ("Supplemental Terms"), including but not limited to order forms, service level agreements, data processing agreements, beta program agreements, and integration-specific terms. Supplemental Terms are incorporated by reference into these Terms. In the event of a conflict between these Terms and any Supplemental Terms, the Supplemental Terms shall control with respect to the applicable feature, product, or service.

2. Definitions

The following capitalized terms have the meanings set forth below when used in these Terms. Terms not defined in this section but used with initial capitalization elsewhere shall have the meaning ascribed to them in context.

"Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

"Authorized Users" means those individuals who are authorized by you to access and use the Service under your account, including your employees, contractors, agents, and other designated personnel, each of whom has been assigned a user role within your Tenant.

"Confidential Information" means all non-public information disclosed by either party to the other in connection with these Terms, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, technical specifications, source code, algorithms, customer lists, pricing, and trade secrets.

"Content" means all text, data, graphics, images, audio, video, software, code, and other materials or information made available through the Service by the Company, excluding User Content and Customer Data.

"Customer Data" means all data, information, and materials submitted, uploaded, or otherwise provided to the Service by or on behalf of you or your Authorized Users, including but not limited to customer records, project information, work order details, financial records, employee data, documents, files, and any data imported through third-party integrations at your direction.

"Documentation" means the user guides, help articles, API documentation, tutorials, knowledge base articles, and other technical and operational materials made available by the Company describing the features, functions, and use of the Service, as may be updated from time to time.

"Fees" means all amounts payable by you to the Company for access to and use of the Service, as set forth in the applicable subscription plan, order form, or pricing page.

"Intellectual Property Rights" means all patents, patent applications, copyrights, moral rights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, inventions, algorithms, databases, domain names, and all other intellectual property rights of any kind, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, anywhere in the world.

"Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses, including reasonable attorneys' fees and the cost of enforcing any right to indemnification and the cost of pursuing any insurance providers.

"Platform" means the Solar ERP software application, its underlying infrastructure, servers, databases, APIs, and all associated technology components operated by the Company to deliver the Service.

"Service" means the Solar ERP cloud-based platform accessible at erpsolar.com, including all modules, features, functionality, APIs, integrations, Documentation, and related services provided by the Company.

"Subscription Term" means the period during which you have an active, paid subscription to the Service, as specified in your order form or account settings, including any renewal terms.

"Tenant" means the logically isolated organizational environment within the multi-tenant architecture of the Platform, created for and associated with your organization, within which your Customer Data resides and your Authorized Users operate.

"Third-Party Services" means any third-party products, services, platforms, or applications that integrate with, connect to, or are accessible through the Service, including but not limited to QuickBooks, Enphase Energy, SolarEdge, Tesla, OpenSolar, Google Calendar, Resend, and Stripe.

"User Content" means any content, data, materials, or information that you or your Authorized Users create, upload, submit, post, transmit, or otherwise make available through the Service, including feedback, comments, files, and communications.

"Your Data" means, collectively, Customer Data and User Content. You retain all ownership rights in Your Data, subject to the limited licenses granted to the Company under these Terms.

3. Description of the Service

3.1 Overview. Solar ERP is a cloud-based, multi-tenant software as a service (SaaS) enterprise resource planning platform designed specifically for solar energy companies, including solar installation, maintenance, sales, and service organizations. The Service is delivered over the internet and accessed through a web browser; no software installation is required on your local devices.

3.2 Core Modules. Subject to your subscription plan, the Service may include the following modules and capabilities:

• Customer Relationship Management (CRM): Lead tracking, customer accounts, contact management, communication history, and pipeline management.
• Project Management: Solar installation project tracking, stage workflows, milestone management, document storage, and project timelines.
• Work Order Management: Scheduling, dispatching, field service coordination, status tracking, real-time chat, photo documentation, and completion workflows.
• Inventory Management: Parts and equipment tracking, warehouse management, stock levels, reorder points, purchase orders, and supplier management.
• Fleet Management: Vehicle tracking, maintenance scheduling, mileage logging, and fleet utilization reporting.
• Finance and Accounting: Invoicing, payment processing, expense tracking, revenue recognition, financial reporting, and QuickBooks synchronization.
• Solar Monitoring: Integration with inverter manufacturers (Enphase, SolarEdge, Tesla) for system performance monitoring, production data, alerts, and battery telemetry.
• Human Resources: Employee records, contractor management, role assignments, W-9 collection, 1099-NEC generation, payroll tracking, and compliance tools.
• Compliance and Regulatory: Permit tracking, inspection scheduling, utility interconnection management, and regulatory document management.
• AI-Powered Assistant: Conversational AI for business insights, data analysis, report generation, and operational assistance.
• Customer Portal: Outward-facing portal providing your customers with project status visibility, document access, and communication tools.
• Integrations: Connections to third-party services including QuickBooks, Enphase, SolarEdge, Tesla, OpenSolar, Google Calendar, Resend, and Stripe.

3.3 Modifications to the Service. We reserve the right to modify, update, enhance, or discontinue any aspect of the Service at any time, with or without notice. We may add new features, change existing features, or remove features that are no longer supported. We will use commercially reasonable efforts to provide advance notice of any material changes that would significantly reduce the core functionality available under your current subscription plan.

3.4 Beta Features. From time to time, we may make available features, modules, or functionality designated as "beta," "preview," "early access," or similar labels ("Beta Features"). Beta Features are provided on an "as is" basis without any warranty of any kind. Beta Features may be incomplete, contain bugs, or be discontinued at any time without notice. Your use of Beta Features is at your sole risk, and we shall have no liability arising from or related to your use of any Beta Feature.

4. Account Registration and Security

4.1 Eligibility. To register for an account, you must be at least eighteen (18) years of age and have the legal capacity and authority to enter into a binding agreement. If you are registering on behalf of an organization, you represent and warrant that you have been duly authorized by that organization to bind it to these Terms.

4.2 Accurate Information. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete. Providing false, misleading, or outdated registration information constitutes a breach of these Terms and may result in immediate termination of your account.

4.3 Organization and Tenant Model. Upon registration, your account is associated with an organizational Tenant. Each Tenant represents a logically isolated environment within the Platform. The individual who creates the organization is designated as the account "Owner." The Owner has full administrative control over the Tenant, including the ability to invite and remove users, assign roles, and configure organizational settings.

4.4 Password Security and Multi-Factor Authentication. You are solely responsible for maintaining the confidentiality of your password and any other authentication credentials associated with your account. You must choose a strong password and should not reuse passwords from other services. We strongly recommend enabling multi-factor authentication (MFA) when available. You agree to notify us immediately at legal@erpsolar.com of any unauthorized use of your account or any other breach of security.

4.5 User Roles and Permissions. The Service supports multiple user roles, each with defined access permissions. Available roles include, but are not limited to: Owner, Admin, Executive, Manager, Sales Representative, Installer, and Inventory Specialist. The Owner and Admins are responsible for assigning appropriate roles to Authorized Users and ensuring that each user has the minimum level of access necessary for their job functions. Role definitions and associated permissions may be updated by the Company from time to time.

4.6 Responsibility for Account Activity. The account Owner is responsible for all activity that occurs under the Tenant, including all actions taken by Authorized Users. You are responsible for ensuring that all Authorized Users comply with these Terms. Any breach of these Terms by an Authorized User shall be deemed a breach by you. The Company is not liable for any loss or damage arising from your failure to safeguard your account credentials or from unauthorized access that results from your negligence.

5. Multi-Tenant Data Isolation

5.1 Row-Level Security. The Service operates on a multi-tenant architecture in which multiple organizations share the same underlying infrastructure. Each Tenant's data is logically isolated from all other Tenants through row-level security (RLS) policies enforced at the database level. These policies ensure that all authenticated queries are automatically scoped to the requesting user's Tenant, preventing any cross-tenant data access during normal operation.

5.2 Data Ownership. You retain all right, title, and interest in and to Your Data. Nothing in these Terms shall be construed to transfer any ownership rights in Your Data to the Company. Subject to these Terms, you grant the Company a limited, non-exclusive, worldwide license to host, store, process, display, and transmit Your Data solely as necessary to provide, maintain, and improve the Service, and as described in our Privacy Policy.

5.3 No Cross-Tenant Access. Users within one Tenant cannot access, view, modify, query, export, or delete data belonging to any other Tenant. This isolation extends to all modules and features of the Service, including but not limited to CRM records, project data, work orders, financial records, employee information, documents, and AI conversation history. This isolation is enforced by the Platform architecture and cannot be overridden by any user, including Owners and Admins.

5.4 Platform Administrative Access. Certain platform-level administrative operations, such as account provisioning, database migrations, system maintenance, security investigations, and support-related troubleshooting, may require elevated access that operates outside the scope of standard RLS policies. Such operations are performed exclusively by authorized Company personnel or automated system processes, are limited to the minimum scope necessary, and are logged and subject to internal audit. The Company will not access Your Data for any purpose other than to provide, maintain, or improve the Service, to respond to your support requests, or as required by law.

5.5 Data Portability. You may export Your Data at any time during your Subscription Term using the data export features available within the Service. Export formats include CSV and other standard formats as supported by the Platform. Upon termination of your account, data export provisions are governed by Section 17 of these Terms.

6. Subscription Plans, Fees, and Payment

6.1 Subscription Tiers. The Service is offered through various subscription tiers, each providing access to different features, modules, user limits, storage capacities, and support levels. The current subscription tiers, pricing, and included features are described on our pricing page at erpsolar.com/pricing. We may offer free or trial tiers with limited functionality; such tiers are subject to these Terms and any additional terms specified at the time of enrollment.

6.2 Billing. Subscription Fees are billed in advance on a recurring basis, either monthly or annually, as selected by you at the time of purchase or upgrade. All Fees are quoted and payable in United States Dollars (USD). Your Subscription Term will automatically renew for successive periods of the same duration unless you cancel before the end of the current billing period. Annual subscriptions renew on the anniversary of the original subscription date.

6.3 Payment Methods. You agree to provide a valid payment method (credit card, debit card, or other accepted method) and authorize the Company to charge the applicable Fees to your designated payment method. You are responsible for keeping your payment information current. If your payment method fails or your account becomes past due, we may collect Fees using other collection mechanisms, including but not limited to retrying the charge, sending invoices, or engaging collection agencies.

6.4 Taxes. All Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, including but not limited to sales tax, use tax, value-added tax (VAT), and goods and services tax (GST) (collectively, "Taxes"). You are responsible for paying all Taxes associated with your subscription, excluding taxes based solely on the Company's net income. If the Company is required to collect or remit Taxes on your behalf, such Taxes will be added to your invoice.

6.5 Late Payments. Any Fees not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law (whichever is lower), from the date such payment was due until the date paid. You shall reimburse the Company for all reasonable costs incurred in collecting delinquent amounts, including attorneys' fees and collection agency fees.

6.6 Fee Changes. We may change our Fees at any time by providing at least thirty (30) days' advance written notice to you (via email or in-app notification). Fee changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to the fee change, you may cancel your subscription before the new Fees take effect.

6.7 Non-Refundable. Except as expressly provided in these Terms or as required by applicable law, all Fees are non-refundable. No refunds or credits will be issued for partial months or years of service, for unused features, for downgrade of your subscription tier, or for periods during which your account was suspended due to your breach of these Terms.

6.8 Suspension for Non-Payment. If any Fees remain unpaid for more than fifteen (15) days past the due date, the Company may, upon providing at least five (5) days' written notice, suspend your access to the Service until all outstanding amounts are paid in full, including any accrued interest and collection costs. Suspension does not relieve you of your obligation to pay all amounts owed.

7. Permitted Use

7.1 License Grant. Subject to your compliance with these Terms and payment of all applicable Fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your Subscription Term solely for your internal business operations related to solar energy installation, maintenance, sales, and related services.

7.2 Authorized Users Only. Only your Authorized Users may access the Service under your account. You shall not share login credentials between multiple individuals, and each Authorized User must have their own unique account. You are responsible for ensuring that all Authorized Users comply with these Terms and that the total number of Authorized Users does not exceed the limits of your subscription plan.

7.3 Scope of Use. The license granted herein is limited to the scope of your subscription plan and these Terms. You may use the Service to manage your solar business operations, store and process Customer Data, generate reports and analytics, integrate with supported Third-Party Services, and utilize all features and modules available under your subscription tier.

7.4 Revocation. The Company reserves the right to revoke or modify the license granted under this Section at any time for breach of these Terms, in accordance with the suspension and termination provisions in Section 17.

8. Restrictions on Use

You agree that you shall not, and shall not permit any Authorized User or third party to, engage in any of the following activities:

8.1 Reverse Engineering. Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, data structures, or trade secrets of the Service or any component thereof, except to the limited extent that applicable law expressly prohibits this restriction notwithstanding a contractual prohibition.

8.2 Unauthorized Access and Vulnerability Testing. Attempt to gain unauthorized access to any portion of the Service, to other accounts, computer systems, or networks connected to the Service, or to any data not intended for you. This includes, without limitation, probing, scanning, or testing the vulnerability of the Service or any related system or network; breaching or circumventing any security or authentication measures; and accessing or searching the Service by any means other than the interfaces provided by the Company.

8.3 Competitive Use. Use the Service, or any information obtained from the Service, to develop, market, or operate a product or service that competes with the Service; to perform competitive benchmarking, analysis, or intelligence gathering; or to evaluate the Service for the purpose of creating a competing product or service.

8.4 Resale and Redistribution. Resell, sublicense, lease, rent, lend, distribute, or otherwise make the Service available to any third party other than your Authorized Users, or use the Service to provide outsourced services, as a service bureau, or on a time-sharing basis for the benefit of any third party.

8.5 Scraping and Automated Access. Use any robot, spider, scraper, crawler, data mining tool, or other automated means (including but not limited to bots, scripts, or browser extensions) to access, extract, index, or collect data from the Service, or to reproduce or circumvent the navigational structure or presentation of the Service, except through our published APIs used in compliance with applicable API documentation and rate limits.

8.6 Unlawful Use. Use the Service for any purpose that is unlawful, fraudulent, deceptive, or harmful, or in violation of any applicable law, regulation, ordinance, or third-party right. This includes, without limitation, using the Service to transmit, distribute, or store material that violates any applicable privacy law, export control law, or tax regulation.

8.7 Denial of Service and Excessive Load. Take any action that imposes, or is likely to impose, an unreasonable or disproportionately large load on the Service's infrastructure; interfere with or disrupt the integrity, performance, or availability of the Service; or launch or facilitate any denial of service attack against the Service or any related system.

8.8 Prohibited Content. Use the Service to upload, post, transmit, or store any content that contains malware, viruses, Trojan horses, worms, or other malicious code; that is libelous, defamatory, harassing, abusive, threatening, or obscene; that constitutes unsolicited commercial email or spam; or that infringes the Intellectual Property Rights or other rights of any third party.

9. Intellectual Property Rights

9.1 Company Ownership. As between you and the Company, the Company owns and retains all right, title, and interest (including all Intellectual Property Rights) in and to the Service, the Platform, all source code, object code, algorithms, data models, databases, user interfaces, designs, layouts, graphics, Documentation, trade secrets, inventions, know-how, processes, techniques, and all derivative works, modifications, improvements, and enhancements thereof. The Service is protected by copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws of the United States and international jurisdictions.

9.2 Company Marks. "Solar ERP," "ERP Solar," "Praethos," and all related names, logos, product and service names, designs, slogans, and trade dress are trademarks or service marks of Praethos LLC and its subsidiaries, affiliates, and related entities, including but not limited to ERP Solar, ProGreen Solar LLC, Kenyon Consulting, and their respective officers, directors, employees, agents, successors, and assigns. You may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

9.3 Limited License to Your Data. You grant the Company a limited, non-exclusive, worldwide, royalty-free license to host, store, process, display, reproduce, and transmit Your Data solely to the extent necessary to provide, maintain, support, and improve the Service in accordance with these Terms and our Privacy Policy. This license terminates when Your Data is deleted from the Service in accordance with these Terms.

9.4 Feedback License. If you or any of your Authorized Users provide the Company with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Service or its features (collectively, "Feedback"), you hereby grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit such Feedback in any manner and for any purpose, without any obligation, compensation, attribution, or accounting to you or any third party. You acknowledge that the Company may have ideas, concepts, or features similar to your Feedback and that no confidential relationship is created by your submission of Feedback.

9.5 No Implied Rights. Except for the limited license expressly granted in Section 7, no right, title, or interest in or to the Service, the Platform, or any Company Intellectual Property Rights is granted to you under these Terms, whether by implication, estoppel, or otherwise.

9.6 Reservation of Rights. All rights not expressly granted to you in these Terms are reserved by the Company.

10. DMCA and Copyright Policy

10.1 Respect for Intellectual Property. The Company respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 ("DMCA") and other applicable intellectual property laws.

10.2 DMCA Notice Requirements. If you believe that content available through the Service infringes your copyright, you may submit a written notification to our designated copyright agent containing the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest.
• A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
• A description of the material that you claim is infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material.
• Your address, telephone number, and email address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

10.3 Counter-Notification. If you believe that material you submitted to the Service was removed or access was disabled as a result of mistake or misidentification, you may submit a written counter-notification to our designated agent containing: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located and that you will accept service of process from the person who provided the original DMCA notification.

10.4 Repeat Infringer Policy. In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat infringers. The Company may also, at its sole discretion, limit access to the Service or terminate the account of any user who infringes any Intellectual Property Rights of others, whether or not there is any repeat infringement.

10.5 Designated Agent. Notifications of claimed copyright infringement and counter-notifications should be sent to:

Praethos LLC
Attn: DMCA Agent
Longmont, Colorado
Email: legal@erpsolar.com

11. Third-Party Integrations

11.1 Available Integrations. The Service supports integrations with various Third-Party Services to enhance your solar business operations, including but not limited to: Intuit QuickBooks (financial synchronization), Enphase Energy (solar monitoring and battery telemetry), SolarEdge (inverter monitoring and production data), Tesla (Powerwall and energy system data), OpenSolar (project design and proposals), Google Calendar (scheduling and event management), Resend (transactional email delivery), and Stripe (payment processing).

11.2 OAuth Authorization and Revocation. Integration with Third-Party Services typically requires you to authorize data exchange using industry-standard OAuth 2.0 protocols, API keys, or webhook configurations. By connecting a Third-Party Service, you authorize the Company to send and receive data between the Service and the Third-Party Service on your behalf. You may revoke this authorization at any time through the Service's integration settings or through the Third-Party Service's own settings. Revoking authorization may result in the loss of functionality that depends on the integration.

11.3 Third-Party Terms. Your use of any Third-Party Service is subject to the terms of service, privacy policy, and other agreements of that Third-Party Service. The Company is not a party to and has no liability under such third-party agreements. You are solely responsible for reviewing, accepting, and complying with the terms and policies of any Third-Party Service you connect to the Service.

11.4 Data Synchronization Risks. When data is synchronized between the Service and a Third-Party Service, discrepancies, delays, errors, or data loss may occur due to differences in data formats, API limitations, network conditions, rate limiting, or changes made by the third-party provider. The Company uses commercially reasonable efforts to maintain accurate and timely synchronization but does not guarantee that data will be synchronized without errors or delays. You are responsible for verifying the accuracy of synchronized data.

11.5 No Warranty of Third-Party Services. The Company does not warrant, endorse, guarantee, or assume responsibility for any Third-Party Service, and the Company shall not be a party to or in any way be responsible for monitoring any transaction between you and any third-party provider. The availability, accuracy, performance, and security of Third-Party Services are outside the Company's control.

11.6 Discontinuation of Integrations. The Company may discontinue support for any Third-Party Service integration at any time, with or without notice, including in cases where the Third-Party Service changes its API, terms, or pricing, or ceases operations. The Company shall have no liability for any loss of functionality resulting from the discontinuation of a third-party integration.

12. AI-Powered Features

12.1 Description. The Service includes features powered by third-party large language models ("LLMs"), including models provided by Anthropic. These AI-powered features include, but are not limited to, conversational assistants, data analysis tools, report generation, content drafting, and operational insights (collectively, "AI Features"). AI Features are provided for informational and productivity purposes only.

12.2 No Guarantee of Accuracy. AI-generated output may contain errors, inaccuracies, omissions, hallucinations (plausible but incorrect information), biases, or outdated information. You acknowledge that AI output is generated by probabilistic models and is inherently uncertain. You must independently verify all AI-generated information, recommendations, calculations, and analysis before relying on them for any purpose. The Company makes no representation or warranty regarding the accuracy, reliability, completeness, or timeliness of any AI-generated output.

12.3 Data Sent to Third-Party Providers. When you use AI Features, portions of your input (including questions, prompts, and attached files or context) may be transmitted to Anthropic or other LLM providers for processing. Pursuant to Anthropic's commercial API terms, data submitted through the API is not used to train Anthropic's models. However, you should not submit sensitive information (including trade secrets, highly confidential business information, or regulated data) to AI Features unless you are comfortable with this data being transmitted to the third-party LLM provider.

12.4 Rate Limits. AI Features may be subject to usage limits, including but not limited to limits on the number of requests per day, per hour, or per conversation; token limits per request; and file size limits. Rate limits may vary based on your subscription tier and user role. The Company reserves the right to modify rate limits at any time.

12.5 Prohibited Reliance. You shall not rely solely on AI-generated output for legal decisions, medical decisions, financial advice, tax compliance determinations, regulatory filings, safety-critical determinations, or any other decision where errors could result in significant harm, financial loss, or legal liability. AI Features are not a substitute for professional judgment, and the Company expressly disclaims all responsibility for decisions made in reliance on AI-generated output.

12.6 No Exclusive Intellectual Property in AI Outputs. You acknowledge that AI-generated outputs may not be eligible for copyright protection or other Intellectual Property Rights under applicable law. The Company makes no representation regarding your ability to obtain or enforce Intellectual Property Rights in AI-generated content. Additionally, AI-generated outputs may be similar to outputs generated for other users, and no exclusive rights are granted in such outputs.

13. Customer Portal

13.1 Description. The Service includes a customer-facing portal feature ("Customer Portal") that allows you to provide your end customers with access to selected information regarding their solar projects, including project status, documents, and communications. Each Customer Portal is accessible via a unique URL generated by the Service.

13.2 Unique URL Access. Customer Portals are accessed through unique, per-customer URLs. These URLs are intended to be shared directly with your customers by you. The security of Customer Portal access depends on the confidentiality of these URLs. You are responsible for distributing Customer Portal URLs only to the intended recipients and for informing your customers of any applicable terms governing their use of the Customer Portal.

13.3 You Control Shared Information. You are solely responsible for determining what information is made available to your customers through the Customer Portal. The Service provides configuration options to control which data, documents, and project details are visible. The Company is not responsible for your decisions regarding what information to share with your customers.

13.4 No Authentication Required. Access to the Customer Portal does not require the end customer to create an account or provide authentication credentials. Access is granted based on possession of the unique URL. You acknowledge that this access model, while convenient, means that anyone with the URL may access the information shared through the Customer Portal.

13.5 Minimal Data Collection. The Customer Portal collects minimal data from your end customers. Data collection is limited to standard server logs (such as IP addresses, browser type, and access timestamps) necessary for security, performance monitoring, and troubleshooting. The Company does not use cookies or tracking technologies on Customer Portal pages beyond what is necessary for functionality and security.

14. Data Handling and Compliance

14.1 Data Categories. The Service may process the following categories of data on your behalf: (a) personally identifiable information (PII) of your customers, employees, and contractors, including names, addresses, email addresses, phone numbers, and Social Security Numbers (last four digits for W-9 purposes); (b) financial data, including invoices, payments, expenses, revenue figures, bank account information, and credit card data (processed through third-party payment processors); (c) employment data, including compensation, job titles, employment dates, and performance records; (d) tax-related data, including W-9 information, 1099-NEC records, TIN verification data, and filing status; and (e) operational data, including project details, work orders, inventory records, fleet data, and communication logs.

14.2 Your Compliance Obligations. You are responsible for ensuring that your collection, use, storage, and disclosure of data through the Service complies with all applicable laws, regulations, and industry standards, including but not limited to federal, state, and local privacy laws; tax regulations (including IRS requirements for 1099-NEC filing); employment laws; consumer protection laws; and any industry-specific regulations applicable to solar energy companies. The Company provides tools and features to assist your compliance efforts but does not guarantee compliance on your behalf.

14.3 1099-NEC Tools. The Service includes tools for generating and managing 1099-NEC forms for contractors. These tools are provided solely as administrative aids to assist your compliance efforts. They do not constitute tax advice, accounting advice, or legal advice. You are solely responsible for the accuracy of all tax-related data entered into the Service, the correctness of 1099-NEC forms generated, timely filing with the IRS and applicable state agencies, and compliance with all applicable tax laws and regulations. The Company recommends that you consult a qualified tax professional regarding your 1099-NEC obligations.

14.4 Data Processing Agreement. For Tenants subject to the European Union General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, or similar data protection laws, the Company will enter into a Data Processing Agreement ("DPA") upon request. The DPA supplements these Terms and sets forth the parties' obligations with respect to the processing of personal data. To request a DPA, contact legal@erpsolar.com.

14.5 Controller and Processor Relationship. With respect to Your Data, the Company acts as a data processor (or service provider) on your behalf, and you are the data controller (or business). The Company processes Your Data only in accordance with your instructions as set forth in these Terms, the Privacy Policy, and any applicable DPA. With respect to account data, usage data, and analytics data that the Company collects for its own purposes (such as account management, service improvement, billing, and security), the Company acts as an independent data controller.

15. Confidentiality

15.1 Definition of Confidential Information. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms, whether disclosed in writing, orally, visually, electronically, or by any other means, that is designated as confidential, marked as proprietary, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: (a) the Company's source code, algorithms, technical architecture, security protocols, pricing strategies, roadmap, customer lists, and business plans; (b) Your Data, Customer Data, financial information, employee data, and business operations data; and (c) the terms and conditions of any order form, DPA, or other agreement between the parties.

15.2 Protection Obligations. The Receiving Party shall: (a) protect the Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own confidential information of similar nature and importance, but in no event with less than reasonable care; (b) use the Confidential Information only for the purposes contemplated by these Terms; (c) not disclose the Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.

15.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault or breach by the Receiving Party; (b) was already known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

15.4 Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, governmental order, subpoena, or other legal process; provided that the Receiving Party shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, cooperate with the Disclosing Party's efforts to seek a protective order or other appropriate remedy, and disclose only that portion of the Confidential Information that is legally required to be disclosed.

15.5 Duration. The confidentiality obligations set forth in this Section shall survive the termination or expiration of these Terms for a period of three (3) years following such termination or expiration; provided, however, that obligations with respect to trade secrets shall continue for as long as such information qualifies as a trade secret under applicable law.

16. Service Level and Availability

16.1 Commercially Reasonable Uptime. The Company shall use commercially reasonable efforts to make the Service available on a continuous basis. However, the Company does not guarantee any specific uptime percentage and does not provide a service level agreement (SLA) under these base Terms. If an SLA is required for your use case, the Company may offer SLA commitments under a separate enterprise agreement or order form.

16.2 Scheduled Maintenance. The Company may perform scheduled maintenance on the Service from time to time. The Company will use commercially reasonable efforts to provide at least twenty-four (24) hours' advance notice of scheduled maintenance that is expected to result in material downtime. Scheduled maintenance windows will, when practicable, be conducted during off-peak hours.

16.3 Emergency Maintenance. The Company may perform emergency maintenance at any time without advance notice when necessary to address security vulnerabilities, prevent data loss, respond to critical system failures, or address other urgent technical issues. The Company will use commercially reasonable efforts to minimize the duration and impact of emergency maintenance and to notify you as soon as practicable.

16.4 Force Majeure Exclusion. Service interruptions caused by events beyond the Company's reasonable control, including but not limited to those described in Section 23 (Force Majeure), are excluded from any availability commitments.

16.5 Support Channels. Technical support is available through the following channels: the in-app feedback and support system, email at legal@erpsolar.com, and the contact form at erpsolar.com/contactus. Support response times and availability may vary based on your subscription tier.

17. Suspension and Termination

17.1 Termination by You. You may terminate your account and these Terms at any time for any reason or no reason by providing written notice to the Company at legal@erpsolar.com. Upon providing notice of termination, you will have thirty (30) days to export Your Data using the data export features available within the Service before your access is terminated.

17.2 Termination by Us for Cause. The Company may terminate your account and these Terms immediately, without prior notice, in the following circumstances: (a) you commit a material breach of these Terms that is not cured within fifteen (15) days after written notice of such breach (or that is incapable of cure); (b) you engage in illegal activity through or in connection with the Service; (c) your use of the Service poses a security risk to the Service, other users, or third parties; (d) your account has been flagged for fraudulent activity; (e) you become insolvent, file for bankruptcy, or are the subject of a bankruptcy proceeding; or (f) you violate Section 8 (Restrictions on Use) or Section 24 (Export Controls and Sanctions).

17.3 Termination by Us Without Cause. The Company may terminate your account and these Terms without cause by providing at least thirty (30) days' advance written notice to you. In the event of termination without cause, the Company will provide you with a pro-rata refund of any prepaid Fees for the unused portion of your current billing period.

17.4 Suspension Rights. The Company may suspend your access to the Service, in whole or in part, at any time if: (a) the Company reasonably believes that your account or any Authorized User's account has been compromised; (b) your use of the Service is causing, or is reasonably likely to cause, harm to the Service, other users, or third parties; (c) suspension is required to comply with a court order, governmental order, or legal process; or (d) your account has an outstanding balance past due in accordance with Section 6.8. The Company will use commercially reasonable efforts to notify you of the suspension and the reasons therefor, and to restore access as soon as the underlying issue is resolved.

17.5 Effect of Termination. Upon termination of these Terms for any reason: (a) all licenses and rights granted to you under these Terms shall immediately terminate; (b) you must immediately cease all use of the Service; (c) you remain liable for any Fees incurred prior to the effective date of termination; and (d) provisions of these Terms that by their nature are intended to survive termination shall survive as set forth in Section 34.

17.6 Data Retention After Termination. Following termination, the Company will retain Your Data for a period of thirty (30) days to allow you to request a data export. After this thirty-day period, the Company will delete Your Data from its primary systems. Copies of Your Data contained in backups may persist for up to ninety (90) additional days before being automatically purged in accordance with the Company's backup rotation schedule. The Company shall have no obligation to retain Your Data beyond the periods specified in this Section.

17.7 No Refund on Cause Termination. If the Company terminates your account for cause under Section 17.2, you are not entitled to any refund of Fees already paid, and any outstanding Fees will become immediately due and payable.

17.8 Survival. The provisions identified in Section 34 shall survive the termination or expiration of these Terms.

18. WARRANTY DISCLAIMERS

18.1 THE SERVICE IS PROVIDED BY PRAETHOS LLC AND ITS SUBSIDIARIES, AFFILIATES, AND RELATED ENTITIES, INCLUDING BUT NOT LIMITED TO ERP SOLAR, PROGREEN SOLAR LLC, KENYON CONSULTING, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "COMPANY") ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

18.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

18.3 WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE SERVICE WILL BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (E) ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (F) THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION.

18.4 THE COMPANY MAKES NO WARRANTY REGARDING THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF ANY CONTENT, DATA, REPORTS, OR INFORMATION PROVIDED THROUGH THE SERVICE OR GENERATED BY AI-POWERED FEATURES. AI-GENERATED OUTPUTS MAY CONTAIN ERRORS, HALLUCINATIONS, INACCURACIES, OR BIASES. YOU ACKNOWLEDGE AND AGREE THAT ANY RELIANCE ON SUCH CONTENT IS AT YOUR OWN RISK.

18.5 THE COMPANY MAKES NO WARRANTY REGARDING ANY THIRD-PARTY SERVICES, INTEGRATIONS, OR PRODUCTS ACCESSIBLE THROUGH OR IN CONNECTION WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO QUICKBOOKS, ENPHASE, SOLAREDGE, TESLA, OPENSOLAR, GOOGLE CALENDAR, RESEND, AND STRIPE.

18.6 SOLAR-SPECIFIC DISCLAIMERS. THE COMPANY MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE REGARDING: (A) ENERGY PRODUCTION ESTIMATES OR PROJECTIONS; (B) SOLAR SYSTEM PERFORMANCE, OUTPUT, OR EFFICIENCY PROJECTIONS; (C) FINANCIAL SAVINGS CALCULATIONS, RETURN ON INVESTMENT ESTIMATES, OR PAYBACK PERIOD PROJECTIONS; (D) REGULATORY COMPLIANCE DETERMINATIONS, INCLUDING PERMIT APPROVALS, UTILITY INTERCONNECTION APPROVALS, OR INSPECTION OUTCOMES; (E) INCENTIVE, REBATE, OR TAX CREDIT ELIGIBILITY OR AMOUNTS; (F) EQUIPMENT SPECIFICATIONS, PERFORMANCE RATINGS, OR WARRANTY COVERAGE OF THIRD-PARTY PRODUCTS; OR (G) THE ACCURACY OF ANY DESIGN TOOL, SHADING ANALYSIS, OR ROOF ASSESSMENT GENERATED THROUGH THE SERVICE OR THIRD-PARTY INTEGRATIONS. ANY SUCH INFORMATION PROVIDED THROUGH THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT VERIFICATION BY QUALIFIED PROFESSIONALS.

18.7 JURISDICTIONAL SAVINGS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. TO THE EXTENT THAT THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

19. LIMITATION OF LIABILITY

19.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRAETHOS LLC AND ITS SUBSIDIARIES, AFFILIATES, AND RELATED ENTITIES, INCLUDING BUT NOT LIMITED TO ERP SOLAR, PROGREEN SOLAR LLC, KENYON CONSULTING, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "COMPANY"), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY, OR OTHERWISE) AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

19.3 FREE TIER LIMITATION. IF YOU ARE USING THE SERVICE UNDER A FREE, TRIAL, OR UNPAID SUBSCRIPTION TIER, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

19.4 EXCEPTIONS. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 20; (B) EITHER PARTY'S BREACH OF SECTION 8 (RESTRICTIONS ON USE) OR SECTION 9 (INTELLECTUAL PROPERTY RIGHTS); OR (C) LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD.

19.5 ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.

19.6 BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS SET ITS PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THEY REFLECT AN ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THEY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.

19.7 JURISDICTIONAL SAVINGS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE COMPANY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE COMPANY'S NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

20. Indemnification

20.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless Praethos LLC and its subsidiaries, affiliates, and related entities, including but not limited to ERP Solar, ProGreen Solar LLC, Kenyon Consulting, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all Losses arising out of or relating to any third-party claim, action, suit, or proceeding (each, a "Claim") based on or arising from:

• Your use of the Service or any activity under your account;
• Your violation or breach of any provision of these Terms;
• Your infringement or misappropriation of any Intellectual Property Rights or other rights of any third party;
• Your Data, including any claim that Your Data infringes, misappropriates, or otherwise violates any third-party right;
• Your violation of any applicable law, regulation, ordinance, or governmental order;
• Your negligence, willful misconduct, or fraudulent activity in connection with the Service.

20.2 Indemnification Procedure. The Indemnified Parties shall: (a) provide you with prompt written notice of any Claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent that such failure materially prejudices your defense); (b) grant you sole control of the defense and settlement of such Claim (provided that you may not settle any Claim without the prior written consent of the Indemnified Parties if such settlement would impose any obligation or liability on the Indemnified Parties, require any admission of fault by the Indemnified Parties, or fail to unconditionally release the Indemnified Parties from all liability); and (c) provide reasonable cooperation in the defense of such Claim at your expense.

20.3 Company IP Indemnification. The Company shall defend you against any third-party Claim alleging that the Service, as provided by the Company and used in accordance with these Terms, infringes any United States patent, copyright, or trademark of such third party; and the Company shall indemnify you against any damages, costs, and attorneys' fees finally awarded against you (or agreed to in a settlement approved by the Company) in connection with such Claim. If the Service becomes, or in the Company's opinion is likely to become, the subject of an infringement claim, the Company may, at its sole option and expense: (a) procure for you the right to continue using the Service; (b) replace or modify the infringing portion of the Service so that it becomes non-infringing without materially diminishing its functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate your subscription and provide a pro-rata refund of any prepaid Fees for the unused portion of your Subscription Term. This Section 20.3 sets forth the Company's sole and exclusive liability, and your sole and exclusive remedy, with respect to any claim of intellectual property infringement.

21. Dispute Resolution and Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

21.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, you and the Company agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") through good-faith informal negotiation. The party raising the Dispute shall send a written notice to the other party describing the nature and basis of the Dispute and the specific relief sought ("Dispute Notice"). For you, Dispute Notices should be sent to legal@erpsolar.com. The parties shall attempt to resolve the Dispute within thirty (30) days of receipt of the Dispute Notice. If the Dispute is not resolved within this thirty-day period, either party may proceed to binding arbitration as described below.

21.2 Binding Arbitration. If the parties are unable to resolve a Dispute through informal negotiation, the Dispute shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, as modified by this Section. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall take place in Boulder County, Colorado, unless the parties mutually agree to a different location or to virtual proceedings. The language of the arbitration shall be English. The arbitrator shall apply the substantive law specified in Section 22.1 (Governing Law) and shall have the authority to award any relief that would be available in a court of competent jurisdiction, subject to the limitations set forth in these Terms.

21.3 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

21.4 Mass Arbitration. In the event that twenty-five (25) or more similar arbitration demands are filed against the Company within a sixty (60) day period ("Mass Arbitration"), the following bellwether process shall apply: (a) the AAA shall randomly select ten (10) arbitration demands to proceed first as bellwether cases; (b) all other arbitration demands shall be stayed pending resolution of the bellwether cases; (c) the results of the bellwether cases shall be used to inform settlement negotiations for the remaining cases; and (d) if settlement is not reached within sixty (60) days of the final bellwether award, the remaining cases shall proceed individually in accordance with this Section.

21.5 Costs. The Company shall pay all AAA filing fees, arbitrator fees, and administrative costs for any arbitration in which the amount in controversy is less than ten thousand United States dollars ($10,000 USD). For disputes exceeding $10,000, the allocation of fees and costs shall be determined by the AAA rules, subject to the arbitrator's discretion to reallocate fees and costs in connection with the award. Each party shall bear its own attorneys' fees and costs, except as otherwise provided in Section 33 (Attorney Fees).

21.6 Arbitrator Authority. The arbitrator shall have the same authority to award relief on an individual basis as a judge in a court of law, including the authority to grant injunctive or declaratory relief and to award damages, costs, and attorneys' fees. The arbitrator shall not have the authority to conduct any form of class, collective, or representative arbitration. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

21.7 Exceptions to Arbitration. Notwithstanding the foregoing, the following disputes are excluded from the arbitration requirement: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights, Confidential Information, or data security obligations; and (b) either party may bring an individual action in small claims court for Claims within the jurisdictional limits of such court.

21.8 Thirty-Day Opt-Out Right. You have the right to opt out of the arbitration and class action waiver provisions of this Section 21 by sending written notice of your decision to opt out to legal@erpsolar.com within thirty (30) days of first accepting these Terms. Your opt-out notice must include your full name, email address associated with your account, and a clear statement that you wish to opt out of binding arbitration. If you opt out, all other provisions of these Terms shall remain in full force and effect. Opting out of arbitration will not affect any other aspect of your relationship with the Company.

21.9 Severability of Arbitration Clause. If any portion of this Section 21 is found to be unenforceable, the remaining portions shall remain in full force and effect. If the class action waiver in Section 21.3 is found to be unenforceable, then the entirety of this Section 21 (other than Section 21.7) shall be null and void, and any Dispute shall be resolved in accordance with Section 22.

22. Governing Law and Jurisdiction

22.1 Governing Law. These Terms, and any Dispute arising out of or relating to these Terms or the Service, shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Colorado.

22.2 Exclusive Jurisdiction. For any Dispute not subject to binding arbitration under Section 21 (including claims excluded from arbitration under Section 21.7 and disputes where the arbitration clause is inapplicable), you and the Company irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Boulder County, Colorado. Each party waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

22.3 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE SUBJECT MATTER HEREOF, WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THIS WAIVER; (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THESE TERMS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

23. Force Majeure

23.1 Definition. "Force Majeure Event" means any event or circumstance beyond a party's reasonable control that prevents or delays that party's performance of its obligations under these Terms, including but not limited to: acts of God (including earthquakes, floods, hurricanes, tornadoes, wildfires, and other natural disasters); epidemics, pandemics, and public health emergencies; war, armed conflict, military action, terrorism, insurrection, riot, or civil unrest; cyberattacks, including distributed denial of service attacks, ransomware, and other malicious network activity directed at the Company or its infrastructure providers; governmental actions, orders, regulations, embargoes, sanctions, or trade restrictions; labor disputes, strikes, lockouts, or work stoppages; failure or disruption of public utilities, telecommunications networks, or the internet; failure of third-party hosting, cloud, or infrastructure providers (including Vercel, Supabase, and AWS); supply chain disruptions; and any other event of similar nature or force.

23.2 Excuse from Performance. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event. The affected party's obligations shall be suspended for the duration of the Force Majeure Event.

23.3 Notice and Mitigation. The party affected by a Force Majeure Event shall provide prompt written notice to the other party describing the nature of the Force Majeure Event, its expected duration, and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance of its obligations as soon as practicable.

23.4 Termination for Extended Force Majeure. If a Force Majeure Event continues for a period of ninety (90) consecutive days or more, either party may terminate these Terms upon thirty (30) days' written notice to the other party. In the event of such termination, the Company will provide a pro-rata refund of any prepaid Fees for the unused portion of the Subscription Term.

24. Export Controls and Sanctions

24.1 Compliance with Export Laws. The Service and related technology may be subject to export control and sanctions laws and regulations of the United States, including the Export Administration Regulations ("EAR") administered by the U.S. Department of Commerce, Bureau of Industry and Security, and the economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"). You agree to comply fully with all applicable export control and sanctions laws and regulations.

24.2 Prohibited Destinations. You shall not access or use the Service, or export, re-export, or transfer any data or technology obtained through the Service, directly or indirectly, to any country, territory, or region subject to comprehensive U.S. economic sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, or any other destination prohibited by applicable sanctions or export control laws.

24.3 Prohibited Parties. You shall not make the Service available to, or use the Service for the benefit of, any person or entity that is: (a) listed on the OFAC Specially Designated Nationals and Blocked Persons List ("SDN List"); (b) listed on the U.S. Department of Commerce Entity List, Denied Persons List, or Unverified List; (c) listed on any other applicable U.S. or international sanctions or export control restricted party list; or (d) owned or controlled by, or acting on behalf of, any such person or entity.

24.4 Your Representations. You represent and warrant that: (a) you are not located in, a national or resident of, or ordinarily resident in any country, territory, or region subject to comprehensive U.S. economic sanctions; (b) you are not identified on any U.S. or applicable international sanctions or export control restricted party list; (c) you will not use the Service in any manner that would violate applicable export control or sanctions laws; and (d) you will promptly notify the Company if any of these representations ceases to be accurate.

24.5 Indemnification for Export Violations. You agree to indemnify, defend, and hold harmless the Company from and against any and all Losses arising from or relating to your breach of this Section 24 or any violation of applicable export control or sanctions laws in connection with your use of the Service.

25. Government Use Restrictions

25.1 Commercial Computer Software. The Service constitutes "commercial computer software" and "commercial computer software documentation" as those terms are used in Federal Acquisition Regulation ("FAR") 12.212 and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202. If the Service is acquired by or on behalf of any agency or instrumentality of the United States Government, the Government's rights with respect to the Service shall be only those set forth in these Terms, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

25.2 Limited Rights. Use, duplication, or disclosure of the Service by the Government is subject to the restrictions set forth in these Terms and in FAR 52.227-19 (Commercial Computer Software License) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation), as applicable. Unpublished rights are reserved under the copyright laws of the United States.

25.3 Contractor Information. The manufacturer and developer of the Service is:

Praethos LLC
Longmont, Colorado
United States of America

26. Electronic Communications Consent

26.1 Consent to Electronic Communications. By creating an account or using the Service, you consent to receive electronic communications from the Company, including but not limited to emails, in-app notifications, platform announcements, and messages posted to the Service. You agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by applicable law.

26.2 Communication Channels. The Company may communicate with you through the following channels: (a) email sent to the address associated with your account; (b) in-app notifications and alerts within the Service; (c) platform-wide announcements, banners, or notices displayed within the Service; and (d) messages through the AI assistant or other in-app communication features.

26.3 Transactional Communications. Certain communications are transactional in nature and are necessary for the operation of your account, including but not limited to: account verification emails, password reset notifications, work order assignment notifications, system alerts, billing and payment confirmations, security notifications, and service disruption notices. These transactional communications are non-optional and will be sent to you regardless of your marketing communication preferences.

26.4 CAN-SPAM Compliance. The Company complies with the CAN-SPAM Act of 2003 and applicable state anti-spam laws. Marketing communications will include a clear mechanism to unsubscribe. The Company will honor unsubscribe requests within ten (10) business days. Your election to unsubscribe from marketing communications will not affect transactional communications described in Section 26.3.

27. Privacy

27.1 Privacy Policy. The Company's Privacy Policy, available at erpsolar.com/privacy, describes how the Company collects, uses, stores, shares, and protects your personal information and Your Data in connection with the Service. The Privacy Policy is incorporated into and forms a part of these Terms by reference. By using the Service, you acknowledge that you have read and understood the Privacy Policy and consent to the data practices described therein.

27.2 Data Processing. Your Data will be processed in accordance with the Privacy Policy and any applicable Data Processing Agreement. The Company will not sell Your Data to third parties or use Your Data for purposes unrelated to providing the Service, except as described in the Privacy Policy or as required by law.

27.3 Data Processing Agreement for EU Users. If you are subject to the European Union General Data Protection Regulation (GDPR) or similar data protection laws, a Data Processing Agreement ("DPA") is available upon request. The DPA sets forth the parties' respective obligations regarding the processing of personal data, including details regarding the categories of data processed, the purposes and duration of processing, and the technical and organizational measures implemented to protect personal data. To request a DPA, contact legal@erpsolar.com.

28. Notices

28.1 Notices to You. The Company may provide notices and communications to you by: (a) sending an email to the email address associated with your account; or (b) posting a notice or announcement within the Service. It is your responsibility to ensure that the email address associated with your account is current and that you regularly check your email and the Service for notices.

28.2 Notices to Us. All formal notices, requests, and communications to the Company under these Terms should be sent by email to legal@erpsolar.com. Notices related to account management, support requests, and general inquiries may also be submitted through the in-app feedback system or the contact form at erpsolar.com/contactus.

28.3 Deemed Receipt. Notices sent by email shall be deemed received upon sending (provided that the sender does not receive a delivery failure notification). Notices posted within the Service shall be deemed received upon posting. The Company shall not be liable for any failure of notice caused by your failure to maintain a current email address or to regularly access the Service.

29. Assignment

29.1 Your Assignment Restrictions. You may not assign, transfer, delegate, or otherwise dispose of these Terms or any of your rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of this Section shall be null and void.

29.2 Company Assignment. The Company may freely assign, transfer, or delegate these Terms and any of its rights or obligations hereunder without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of the Company's assets, change of control, or similar transaction. In the event of such an assignment, the Company will use commercially reasonable efforts to notify you within thirty (30) days.

29.3 Binding on Successors. Subject to the foregoing restrictions, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

30. Severability

30.1 Severability. If any provision of these Terms is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties as closely as possible. If such modification is not possible, the provision shall be deemed severed from these Terms.

30.2 Continuing Effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms, and all remaining provisions shall continue in full force and effect.

31. Waiver

31.1 No Implied Waiver. The failure of either party to exercise or enforce any right, remedy, or provision of these Terms shall not constitute a waiver of such right, remedy, or provision. No waiver of any right under these Terms shall be deemed a continuing waiver, a waiver of any subsequent breach, or a waiver of any other right or provision.

31.2 Written Waivers Only. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party. A written waiver of any default shall not be deemed a waiver of any subsequent default, whether of the same or different nature.

31.3 Preservation of Rights. The exercise or enforcement of any right or remedy under these Terms shall not preclude the exercise or enforcement of any other right or remedy to which the enforcing party is entitled under law or equity.

32. Entire Agreement

32.1 Entire Agreement. These Terms, together with the Privacy Policy (available at erpsolar.com/privacy), any applicable Data Processing Agreement, and any applicable order form or Supplemental Terms, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, warranties, and communications, whether written or oral, with respect to such subject matter.

32.2 No Oral Modifications. These Terms may not be modified, amended, or supplemented except: (a) by a written instrument signed by both parties; or (b) by the Company posting updated Terms to the Service in accordance with Section 1.4. No oral agreement, representation, or warranty made by any representative of the Company shall modify or amend these Terms unless confirmed in writing.

32.3 Order of Precedence. In the event of any conflict or inconsistency between these Terms and any Supplemental Terms (including order forms and DPAs), the Supplemental Terms shall control with respect to the subject matter of the Supplemental Terms. In the event of any conflict between these Terms and the Privacy Policy regarding the handling of personal data, the Privacy Policy shall control.

33. Attorney Fees

33.1 Prevailing Party. In any action, arbitration, or proceeding arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, arbitration costs, expert witness fees, and other reasonable expenses incurred in connection with such action, in addition to any other relief to which it may be entitled.

33.2 Applicability to Arbitration. The prevailing party provision set forth in Section 33.1 applies equally to disputes resolved through binding arbitration under Section 21. The arbitrator shall have the authority to award attorneys' fees and costs to the prevailing party.

33.3 Enforcement Costs. If either party is required to engage legal counsel to enforce any provision of these Terms or to collect any amounts due under these Terms, the non-complying party shall be responsible for all reasonable attorneys' fees and costs incurred by the enforcing party, regardless of whether formal legal proceedings are initiated.

34. Survival

34.1 Surviving Provisions. The following provisions shall survive the termination or expiration of these Terms for any reason: Section 2 (Definitions), Section 9 (Intellectual Property Rights), Section 10 (DMCA and Copyright Policy), Section 15 (Confidentiality), Section 18 (Warranty Disclaimers), Section 19 (Limitation of Liability), Section 20 (Indemnification), Section 21 (Dispute Resolution and Binding Arbitration), Section 22 (Governing Law and Jurisdiction), Section 23 (Force Majeure), Section 24 (Export Controls and Sanctions), Section 25 (Government Use Restrictions), Section 28 (Notices), Section 29 (Assignment), Section 30 (Severability), Section 31 (Waiver), Section 32 (Entire Agreement), Section 33 (Attorney Fees), Section 34 (Survival), and Section 35 (Contact Information).

34.2 General Principle. In addition to the Sections specifically listed above, any provision of these Terms that by its nature is intended to survive termination or expiration (including, without limitation, accrued rights, obligations relating to indemnification, and limitations of liability) shall survive the termination or expiration of these Terms.

35. Contact Information

If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact us at:

Praethos LLC
Longmont, Colorado
United States of America

Email: legal@erpsolar.com

Website: erpsolar.com/contactus

For legal notices, including DMCA notifications, dispute notices, and formal correspondence under these Terms, please direct all communications to legal@erpsolar.com.