Terms and Conditions (“Agreement”)

This Agreement was last modified on Dec, 9 2015.

Please read these Terms and Conditions (“Agreement”, “Terms and Conditions”) carefully before using PV Project (“the Site”) owned and operated by SolBid, Inc. (“the Company”) and/or it’s affiliates (“us”, “we”, or “our”). This Agreement sets forth the legally binding terms and conditions for your use of this platform. Through this Site, the Company gives the User the ability to participate in online auction, to receive bids for Services from other Users. By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions. Capitalized terms are defined in this Agreement.

Intellectual Property
The Site and its original content, features and functionality are owned by SolBid, Inc. and/or it’s affiliates and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

How the PV Project Auction Works
A User (the “Project Owner”) who is interested in receiving a bid for a residential or commercial solar energy related installation project will register on the Site and will post a project for bid. User(s) who are registered on the site as solar installation professionals (the “Service Provider”) will submit bids / proposals on the project prior to the auction expiration date. The Project Owner (the “Service Contractor”) will then choose a winning bid and the Service Provider will contact them to proceed with the project offline.

*The Project Owner posting the project must legally own the home, land or business, or have legal permission from the property owner to receive proposals for a solar energy system on their behalf.

Project Acceptance, Winning Bidder & Payment
After the Project Owner accepts a winning bid, they become obligated to work with the chosen installer on the specifics project, unless: The project does not move forward; there is an increase in the proposed fee by the installer; There is a change in the installers credentials; There is a discovery of other pertinent information regarding the installer that may be damaging to the project owner; end customer or project itself. By a Service Provider placing a bid, they become bounded by these Terms & Conditions and are obligated to uphold their provided bid, as long as the information provided proves to be valid and there are no other unseen project obstructions that transpire. It is up to the Project Owner to confirm, validate and check references on any Service Provider before choosing a winner, as SolBid, Inc. and PV Project does not represent, nor validate any User information, and does not take any legal responsibilities for the accuracy of the information provided. Any project contracts and/or payments are to be done off of PV Project. PV Project does not accept nor handle any contracts, monies or payments associated with end of auction projects. PV Project does not take any legal responsibilities for any User falsified information, breach in obligation or contract by any User and it is up to the User if they wish to pursue any legal action. PV Project and the Company reserves the right to publish the name and address of any Winners for marketing or promotional purposes.

*Please understand that following an onsite solar analysis and system engineering, it is very common for initial bids/quotes to change in some form. That does not make it acceptable for a Service Provider to use bait and switch tactics with PV Project Users.

Auction and Bid Cancellation Policy
If a Project Owner wishes to not proceed with the Auction, simply close out, delete or do not choose a winner of the auction. The Project Owner does not take any obligation unless they accept or choose a winning bid/quote from a Service Provider. Once a Service Provider places a bid, they are obligated to stand behind their bid and if chosen a winner, to proceed with the project. Once a bid is placed it cannot be removed.

Project Installation
Once a winner has been chosen, the Service Provider and the Project Owner proceed with the project separate from PV Project and the Company. The Company shall not be liable for any breach in contract, financial obligations, property damage, personal injury or warranty. In no event shall PV Project or the Company be liable to the User; or any person; or any company for any damages.

User Age Restriction
In order to register as a user, post a project and/or place a bid on the Site, the User must be 18 years old and at least the age of majority under applicable laws of the country, province/state, territory, city or other jurisdiction of the User’s residence. Therefore, by accepting the Site’s Terms and Conditions, the Users affirm that they are over 18 years of ages and that they have the legal capacity to contract.

User Location
In order to register as a user, post a project and/or place a bid on the Site, the User must have a physical address located within the United States of America.

User Provided Information
The User shall provide valid information concerning them and their project during throughout the use of the Site. Any inaccurate, misleading or falsified information will be considered as a breach of the Terms and Conditions and user termination and legal actions will be taken if necessary. PV Project does not take any legal responsibilities for any User falsified information, breach in obligation or contract by any User.

Termination
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Links To Other Sites
Our Site may contain links to third-party sites that are not owned or controlled by SolBid, Inc and/or it’s affiliates.

SolBid, Inc. and/or it’s affiliates has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party sites or services. We strongly advise you to read the terms and conditions and privacy policy of any third-party site that you visit.

Governing Law
This Agreement (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of Massachusetts, United States, without giving effect to any principles of conflicts of law.

Changes To This Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms and Conditions.

Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Site or discontinue any use of the Site immediately.

Contact Us
If you have any questions about this Agreement, please Contact Us.

 

Privacy Policy 

SolBid, Inc.  and/or it’s affiliates respects your privacy.

Any personal information you provide to us including and similar to your name, address, telephone number and e-mail address will not be released, sold, or rented to any entities or individuals outside of SolBid, Inc. and/or it’s affiliates.

PayPal details

SolBid, Inc. and/or it’s affiliates only accepts payments through PayPal, as third party external provider. We advise you review PayPal’s Privacy Policy before making any payments. PV Project and the Company are not liable for any financial damages that may occur.

External Providers & External Sites.

SolBid, Inc. and/or it’s affiliates is not responsible for the content of external internet sites. You are advised to read the privacy policy of external sites before disclosing any personal information.

Cookies

A “cookie” is a small data text file that is placed in your browser and allows SolBid, Inc. and/or it’s affiliates to recognize you each time you visit this site (customization etc). Cookies themselves do not contain any personal information, and SolBid, Inc. and/or it’s affiliates does not use cookies to collect personal information. Cookies may also be used by 3rd party content providers such as newsfeeds.

What we collect

We may collect the following information:

  • company name, personal name and job title
  • professional license and insurance information
  • contact information including email address
  • demographic information such as address, postcode, preferences and interests
  • other information relevant to customer surveys and/or offers and required for a project

What we do with the information we gather
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:

  • Internal record keeping.
  • Your IP Address may be required for site operation
  • We may use the information to improve our products and services.
  • We may periodically send promotional email about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
  • From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone or mail.
  • We may use the information to customize the website according to your interests.
  • We may provide your information to our third party partners for marketing or promotional purposes.
  • We may use your information for our own promotional and marketing purposes.
  • We will never sell your information.

Remember The Risks Whenever You Use the Internet

While we do our best to protect your personal information, we cannot guarantee the security of any information that you transmit to SolBid, Inc. and/or it’s affiliates and you are solely responsible for maintaining the secrecy of any passwords or other account information. In addition, other Internet sites or services that may be accessible through SolBid, Inc. and/or it’s affiliates have separate data and privacy practices independent of us, and therefore we disclaim any responsibility or liability for their policies or actions.

Please contact those vendors and others directly if you have any questions about their privacy policies.

For any other information please Contact Us.

 

PV Project Installer Contractor Website Use Agreement

By registering on pvproject.com or pvprojectbid.com (the “Site”), you hereby agree to this Installer Website Use Agreement (“Agreement”) between you the Installer (the “Contractor”) and by and among SolBid, Inc., a Massachusetts corporation (the “Provider”). It is effective as of your date of registration (the “Effective Date”).  Provider and Installer are sometimes each referred to as a “Party” or, together, the “Parties”.

Table of Contents

  • Recitals.
  • Agreement
  • Section 1. Definitions.
  • Section 2.   The Provider Service. 
  • 2.1        Provider Is Not A Contractor
  • 2.2        Provider can Act in the Capacity of the Client as well as the Provider.
  • 2.3        No Provider Representations or Warranties
  • Section 3.  Independent Contractor Obligations. 
  • 3.1        Contractor Is An Independent Contractor
  • 3.2        Relationship with Clients.
  • 3.3        Insurance; Risk of Loss.
  • 3.4        No Conflicting Obligations / Other Agreements.
  • 3.5        Ownership of Provider’s Proprietary Materials.
  • 3.6        Compliance with Laws.
  • 3.7        Indemnification.
  • Section 4.          Non-Circumvent
  • Section 5.          Contractor Account.
  • 5.1        Contractor Responsibilities.
  • 5.2        User Account Security.
  • 5.3        Contractor User-Generated Content.
  • 5.4        Right to Post.
  • 5.5        Provider May Modify or Remove Content.
  • 5.6        Ownership of User-Generated Content.
  • 5.7        License Grant.
  • 5.8        No Reliance on User-Generated Content.
  • 5.9        Use and Conduct Restrictions.
  • 5.10           Prohibited Content.
  • 5.11           No Liability for User Interactions.
  • 5.12           Monitoring.
  • 5.13           Contractor Responsibilities.
  • Section 6.          Payment
  • Section 7.          Term and Termination.
  • Section 8.          Legal Matters.
  • 8.1        Governing Law and Jurisdiction.
  • 8.2        Injunctive Relief.
  • 8.3        Mandatory and Binding Dispute Resolution.
  • 8.4        Cost and Attorneys Fees.
  • 8.5        JURY TRIAL WAIVER.
  • 8.6        Limitation of Liability.
  • 8.7        Assignment.
  • 8.8        Notices.
  • 8.9        Counterparts.
  • 8.10           Entire Agreement and Modification.
  • 8.11           Construction.
  • 8.12           Consequences of Partial Invalidity of this Agreement.
  • 8.13           Survival
  • 8.14           Warranty of Authority.

 

Recitals

Provider operates a website that allows persons (“Client”) to solicit bids for the installation of photovoltaic solar energy systems (each a “Project”) on property controlled by a Client.

Contractor a licensed contractor and is in the business of installing Projects.

The Client can facilitate the execution of a Contract with a Contractor by use of the Provider’s proprietary “PV Project Platform.” The PV Project Platform is a web-based tool that enables the Client to post a project for bid and then lets licensed solar installation contractors in the Project’s jurisdiction bid for its construction.

Therefore Provider and Contractor agree as follows.

Agreement

Section 1.               Definitions.

Affiliate” has the meaning stated in Section 3.7(a)

Agreement” (which may also be referenced as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.

Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, PV Project Platform.

Client” has the meaning stated in the Recitals.

Contract” means a contract of the installation of Projects as agreed between Client and Contractor.

Contractor” has the meaning stated in the Recitals.

Costs” has the meaning stated in Section 3.7(a).

Claims” has the meaning stated in Section 3.7(a).

Effective Date” has the meaning stated in the Recitals.

Indemnified Parties” has the meaning stated in Section 3.7(a).

Panels” has the meaning stated in the Recitals.

Party” or “Parties” has the meaning stated in the Recitals.

Person” means any individual, firm, company, general partnership, limited partnership, limited liability partnership, joint venture, association, corporation, limited liability company, trust, business trust, estate, governmental authority or other entity.

Project” has the meaning stated in the Recitals.

Proprietary Materials” has the meaning stated in Section 3.5.

Provider” has the meaning stated in the Recitals.

PV Project Platform” has the meaning stated in the Recitals.

Service” refers to the services provided by Provider, including without limitation the Website and access to the Website, access to PV Project Platform; facilitation of Project installation agreements between Clients licensed solar installation contractors.

Website” refers to Provider’s website located at [pvproject.com or pvprojectbid.com], all subpages and subdomains, and all content, services, and products available at or through the Website.

Work” means all work performed by the Contractor for a Client under, or related to, a Contract.

Section 2.               The Provider Service.

The PV Project Platform is designed simply to obtain bids on solar energy related projects. The platform does not facilitate contract negotiations or exchange of funds. Site works as follows:  Client posts a project for bid using the supplied intake form and selects number of days for bidding. Contractor then reviews request for bid and if so desired places bid on project. User reviews bids and selects winning bidder. Client and Contractor complete contracting and any exchange of funds offline.

2.1     Provider Is Not A Contractor

Provider is not a licensed contractor, and in particular is not in the business of developing, installing, or maintaining Projects.

Provider is not a contractor referral service offering recommendations or endorsements of licensed contractors.

 2.2     Provider can Act in the Capacity of the Client as well as the Provider.

Provider does also participate in solar energy system sales and can act in the capacity of both the provider and as a client under this agreement, and be protected in both capacities.

2.3     No Provider Representations or Warranties.

(a)   Provider provides the Service “as is,” without warranty. Without limiting the foregoing, Provider expressly disclaims all warranties, whether express, implied or statutory, regarding the Service, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

(b)   Specifically, Provider makes no representation or warranty that the information provided through the Service is accurate, reliable or correct; that the Service will meet Contractor requirements; that the Service will be available at any particular time or location, that the Website will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Contractor assumes full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service.

(c)   Provider does not vouch for any Person using its Website, and makes no representation or warranty as to any aspect of any Person using its Website. For example, and in particular, Provider makes not representation or warranty as to:

(i)     the qualifications or ability of any Person to develop, permit, install, or maintain a Project; or

(ii)  the quality of any Work done (and does not warranty or guarantee such Work); or

(iii)                   the financial wherewithal, resources, or credit of any Person.

Section 3.               Independent Contractor Obligations

3.1     Contractor Is An Independent Contractor

Contractor will perform all Work as an independent contractor of any Client, and this Agreement will not be construed to create a partnership, joint venture, agency or employment relationship between Contractor and Provider.  Contractor will not represent itself to be an employee or agent of Provider. Contractor will have no authority to enter into any agreement on Provider’s behalf or in Provider’s name.  Contractor has full control over the manner in which it performs the Work and will not be entitled to workers’ compensation, retirement, insurance, stock options or other benefits that may be afforded to employees of the Provider.

3.2     Relationship with Clients.

Contractor’s relationship with Clients and potential Clients is as an independent contractor and any Contract for Work is solely between the Client and Contractor.

3.3     Insurance; Risk of Loss.

Contractor will maintain insurance policies (including, without limitation, automobile insurance, commercial liability insurance and statutory workers’ compensation insurance) that are sufficient to protect Provider’s business against all applicable risks.  Contractor will provide Client with certificates of insurance and other supporting materials as Client reasonably may request to evidence Contractor’s continuing compliance with the preceding sentence.

3.4     No Conflicting Obligations / Other Agreements.

Execution, delivery and performance of this Agreement will not violate any contracting, employment, nondisclosure, confidentiality, consulting or other agreement to which Contractor is a party or by which it may be bound.

3.5     Ownership of Provider’s Proprietary Materials.

As used in this Agreement, “Proprietary Materials” means all business contacts, analyses, deliverables, data, test results, applications, products, devices, computer programs, techniques, algorithms, procedures, trade secrets, discoveries or inventions, and all reports, lists, documents, notes, materials, texts, drawings, specifications, source code and other recorded information, in preliminary or final form and on any media whatsoever, that are conceived, reduced to practice, developed, discovered, authored, designed, programmed, invented or otherwise created or made by the Provider (whether solely or jointly with others.) This includes, without limitation, engineering, financial analysis, algorithms, performance information, relating to Projects, PV Project Platform, the Service, or the Website.  At all times during the term of this Agreement and after any expiration of this Agreement, Provider will be the exclusive owner of all Proprietary Materials.

3.6     Compliance with Laws.

Contractor represents and warrants that its use of the Service will be solely for purposes that are permitted by this Agreement, will not infringe or misappropriate the intellectual property rights of any third party, will materially comply with all local, state and federal laws, rules, and regulations.

3.7     Indemnification.

(a)   Contractor will defend, indemnify and hold harmless Provider and any entity that controls, is controlled by, or is under common control with Provider, or of which Provider beneficially owns an equity interest  at least fifteen percent (15%.) (collectively an “Affiliate”), and each of their directors, officers, employees and agents (collectively, the “Indemnified Parties”), from and against any and all, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Costs”) arising from any claim, action or proceeding (collectively “Claims”) brought by any third party based upon:

(i)     any actual or alleged breach of Contractor’s representations or warranties set forth in this Agreement, or Contractor’s breach of the terms of this Agreement; or

(ii)  any liabilities, losses, or damages arising out of the unauthorized use of Contractor’s account;

(iii)          any claims arising out of Contractor’s use of the Website or any advice, consulting, services performed by the Contractor for any Person using the Website, including any services related to a Project, including without limitation, and Work performed by the Contractor.

(iv) any gross negligence or willful misconduct of Contractor or its agents.

(b)   Contractor will give Provider prompt written notice if it learns of any such Claim (provided that any delay in notification shall not relieve Contractor of its obligations under this Agreement except to the extent that the delay impairs its ability to indemnify) and will cooperate to facilitate the defense, settlement and satisfaction of any such Claim.  Contractor shall be entitled to control the defense or settlement of such Claim (with counsel reasonably satisfactory to the Indemnified Parties), provided that:

(i)     Contractor shall permit the Indemnified Parties to participate in the defense and settlement of any such claim, at its own expense, with counsel of its choosing; and

(ii)  Contractor shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any Indemnified Party or which would otherwise adversely affect any Indemnified Party without such Indemnified Party’s prior written consent (to be given or withheld in such Indemnified Party’s sole discretion).

(c)   Contractor shall keep the Indemnified Parties advised of the status of the Claims and the defense thereof and shall consider in good faith recommendations made by the Indemnified Parties.

(d)   The obligations in this Section shall survive for a period of two (2) years following the expiration or termination of this Agreement for Claims arising during the term of this Agreement. For each Claim made by an Indemnified Party, the obligations of this Section shall survive until that Claim is fully settled or resolved.

Section 4.               Non-Circumvent

(a)   Contractor acknowledges that it will receive the names of potential customers for its business through the use of the Services.

(b)   Contractor therefore agrees for himself or herself, their officers, directors, agents, associates, Affiliates, and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the Provider, its officers, directors, agents, or associates, Affiliates, Client, or via the Service, for the purpose of avoiding the payment to the Provider and Client of profits, fees or otherwise that would be due to Provider and Client under this Agreement, without the written approval of the Provider.

(c)   Contractor shall keep strictly confidential the names and any other identifying information of any such potential customers for its business so introduced without the specific written approval of the Provider.

(d)   Liquidated Damages.  In case of a breach of this Section by the Contractor, the Contractor agrees to pay Provider for liquidated damages based on the current rate charged by the site in which the site lost due to the breach of contract, for any Project installed by Contractor, their officers, directors, agents, associates, Affiliates and any related parties, in contravention of this Section.

(e)   The provisions of this Section shall survive for two (2) years following the termination or expiration of this Agreement.

Section 5.               Contractor Account.

5.1     Contractor Responsibilities.

Contractor is solely responsible for the Contractor’s Website account and anything that happens while using that account.

5.2     User Account Security.

(a)   Security is the responsibility of the Contractor. To use the Service Contractor will create a personalized account which includes a unique username and a password to access the Service and to receive messages Provider as well as communicate with potential Clients. Contractor is responsible for maintaining the security of its account, and is fully responsible for all activities that occur under the account and any other actions taken in connection with the account.

(b)   Contractor will promptly notify Provider of any unauthorized use of account, or any other breaches of security.

5.3     Contractor User-Generated Content.

Contractor may create content, written or otherwise, while using the Website (“User-Generated Content”). Contractor is solely responsible for the content of, and any harm resulting from, any User-Generated Content that Contractor posts, uploads, links to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that Contractor makes available or accesses through the Website is the sole responsibility of the Contractor. Provider is not responsible for any public display or misuse of User-Generated Content.

5.4     Right to Post.

Contractors represents and warrants that it has the right to post all User-Generated Content is submits. Specifically, Contractors warrants it has complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.

5.5     Provider May Modify or Remove Content.

(a)   Provider has the right (though not the obligation) to, in its sole discretion, determine whether or not any User-Generated Content appropriate and complies with this Agreement and any other relevant agreements or terms of use, and to any applicable law or regulation.

(b)   Provider, in its sole discretion, may or refuse or remove any User-Generated Content for any reason or no reason.

(c)   Provider reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.

5.6     Ownership of User-Generated Content.

Except for Content that originates from Provider, Provider has no ownership of any Content that is transmitted, stored, or processed in the Contractor account. Contractor retains all ownership of, control of, and responsibility for User-Generated Content you post. Contractor may control access to your User-Generated Content through settings in your user account.

5.7     License Grant.

Solely to allow Provider reasonable use of User Generated Content, and without waiving any rights Contractor’s ownership or other rights in it, Contractor grants Provider  a worldwide, sub-licensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform User Generated Content in connection with Provider’s business purpose. This license does not grant Provider the right to sell User-Generated Content or otherwise distribute it outside of the Website. This license will terminate at the time when the Content is removed from the Website.

5.8     No Reliance on User-Generated Content.

User-Generated Content posted on the Website is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not regulated or approved by any organization or governmental authority.

5.9     Use and Conduct Restrictions.

Contractor is allowed to post content on the Website and communicate with potential Clients via the website.

5.10  Prohibited Content.

Contractor shall post no Content that:

(i)     is unlawful or promotes unlawful activity

(ii)  defames, harasses, abuses, threatens, or incites violence towards any individual or group

(iii)          is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability

(iv) is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(v)   contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

(vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights

(vii)        impersonates any Person or entity, including any of our employees or representatives; or

(viii)      violates the privacy of any third party.

5.11  No Liability for User Interactions

Contractor is solely responsible for any liability, loss or damage that occurs as a result of any interactions with any Person using the Website.

5.12  Monitoring

Provider has the right (though not the obligation) to, monitor interactions between Persons on the Website, determine whether such interactions are appropriate and complies with this Agreement and any other relevant agreements or terms of use, and to any applicable law or regulation.

5.13  Contractor Responsibilities.

Contractor is solely responsible for ensuring that any information, solicitations, or advertisements it posts or places on the Website, including without limitation User-Generated Content, and any communications they may have with prospective Clients through the Website, fully comply with all applicable laws and rules of professional conduct`

Section 6.               Payment

Provider gets paid by a flat fee charged to the user posting the project. Provider may also charge installers for bidding on projects; charge membership or subscription fees; and implement a charge based on project completion of so desired.

Section 7.               Term and Termination

This Agreement shall have an initial term of one (1) year from the Effective Date, renewing automatically each year for an additional one (1) year term. Either Party may terminate this Agreement immediately, and at the terminating Party’s sole discretion. In order to do so, you must request in writing to the website administrator for removal of site.

Section 8.               Legal Matters.

8.1     Governing Law and Jurisdiction.

This Agreement shall be governed by and construed under the laws of Massachusetts, without regard to its conflict of laws and provisions.  In the event any action is brought to enforce any of the provision of this Agreement, the Parties agree to exclusive in personam jurisdiction in the Superior Court, for Suffolk County, or in the United States District Court for the Western District of Massachusetts, and agree that in any such action, venue shall be exclusively with the those courts.

8.2     Injunctive Relief.

The Parties agree that remedies at law may be inadequate to protect against any actual or threatened breach of this Agreement.  In the event of any breach or threatened breach, either party shall have the right to apply for the entry of an immediate order to restrain or enjoin the breach and otherwise specifically to enforce the provisions of this Agreement, subject to the Mandatory Dispute Resolution provisions below.  The Parties further waive any requirement that any Party furnish any bond or other security, and agrees that to the extent a bond is required by law, it shall be one hundred dollars ($100.)

8.3     Mandatory and Binding Dispute Resolution.

(a)   Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity of the Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by JAMS-administered arbitration in Boston, Massachusetts.  If no disputed claim or counterclaim exceeds five hundred thousand dollars ($500,000.), the arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures with one neutral arbitrator.   For disputed claims or counterclaims exceeding five hundred thousand dollars ($500,000.) the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and with three neutral arbitrators.

(b)   The arbitrators’ decision and award is final, and may not be appealed through further arbitration or via an action in court.  Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(c)   The sole arbitrator, or chair of the arbitration panel, as the case may be, shall:

(i)     be a retired federal district court or appellate judge, or a retired judge from a state court of general, original jurisdiction (e.g., Washington State Superior Court) and

(ii)  must previously have served as chair or sole arbitrator in at least 10 arbitrations where an award was rendered following a hearing on the merits.

(d)   The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

8.4     Cost and Attorneys Fees.

The substantially losing party at any such arbitration proceeding shall pay the substantially winning party’s costs and fees, including reasonable attorney’s fees. A “substantially winning party” means the net winner of any dispute, taking into account the claims pursued, the claims on which the pursuing party was successful, the amount of money sought, the amount of money awarded, and offsets or counterclaims pursued (successfully or unsuccessfully) by the other Party. If a written settlement offer is rejected and the judgment or award finally obtained is equal to or more favorable to the offeror than an offer made in writing to settle, the offeror is deemed to be the prevailing party from the date of the offer forward.

8.5     JURY TRIAL WAIVER.

NOTHING CONTAINED IN THIS SECTION SHALL CONSTITUTE A WAIVER OR LIMITATION OF THE MANDATORY ARBITRATION PROVISIONS CONTAINED IN THE MANDATORY DISPUTE RESOLUTION SECTION, ABOVE. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY TO THIS AGREEMENT.  THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH OF THE PARTIES FOR ENTERING INTO THIS AGREEMENT.

8.6     Limitation of Liability.

(a)   Provider is not liable for damages or losses arising from Contractor’s use of the Website or that arise under, or relate to, this Agreement.

(b)   To the extent permitted by applicable law, in no event will Provider be liable for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

(i)     the use, disclosure, or display of Contractor’s User-Generated Content;

(ii)  Contractor use or inability to use the Service;

(iii)          the Service generally or the software or systems that make the Service available; or

(iv) any other interactions with Provider or any other Person using the Service;

whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Provider has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose.

(c)   In no event will Provider or any Persons using the Service be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from Contractor’s use of or inability to use the Service or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not Provider or contributors of User-Generated Content are advised of the possibility of such damages. Neither Provider nor contributors of User-Generated Content are liable for any personal injury, including death, caused by Contractor use or misuse of the Service or User-Generated Content.

(d)   Third Party Beneficiaries. Each Person using the Service is a intended third-party beneficiaries of this section of the Agreement. Any legal information provided on the Service is for informational purposes only. Provider and any creator of User-Generated Content disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose, to the fullest extent permitted by law.

8.7     Assignment.

This Agreement shall not be assigned by any Party without the prior written consent of the other Party; provided, however, that Provider may assign this Agreement to any of its affiliates or for financing purposes without the need for Seller’s consent.

8.8     Notices.

Each Party consents to receive all notices, requests, or statements (“Notices”) required by this Agreement via email.

Notice by e-mail will be deemed to have been received when such e-mail is acknowledged by the recipient. Automated receipt responses generated by the recipient’s email system do not constitute receipt of such notice.

If either Party fails to acknowledge such email notification then Notice may be effected via USPS first class or priority mail, or via hand delivery or courier (e.g. USPS overnight, FedEx, UPS.) Such Notice shall be effective five (5) days after mailing, if mailed or on date of delivery if via hand delivery or courier.

When Notice is permitted to be provided orally, notice by telephone will be permitted and will be deemed to have been received at the time the call is received.  A Party may change its address by providing notice of the same in accordance with the provisions of this section.

Provider Notice Address:

SolBid, Inc.

One Boston Place, #2600

Boston MA 02108

Attention:  PV Project Contracts

Email: contact@solbid.com

8.9     Counterparts.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

8.10  Entire Agreement and Modification.

This Agreement constitutes the entire agreement between the Parties, and supersedes all prior oral or written agreements, understandings and courses of conduct and dealing between the Parties with respect to its subject matter. This Agreement may be amended, modified or supplemented at any time prior to the Closing by mutual agreement of the Parties.  Any amendment, modification or revision of this Agreement and any waiver of compliance or consent with respect hereto shall be effective only if in a written instrument executed by the Parties.

8.11  Construction.

Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.  Outline numbering and headings in this Agreement are provided for convenience only and will not affect its construction or interpretation.  Each party signing this Agreement acknowledges that it has had the opportunity to review this Agreement with legal counsel of its choice, and there shall be no presumption that ambiguities shall be construed or interpreted against the drafter.

8.12  Consequences of Partial Invalidity of this Agreement.

Should a provision of this Agreement be held, in a final decision by a court of competent jurisdiction, to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.

8.13  Survival

The provisions of this Agreement shall survive its termination or expirations to the extent necessary to enforce any rights and obligations of the Parties, including the relevant provisions of Section 3.7, Section 4, Section 6, and Section 8.

8.14  Warranty of Authority.

Each Party represents and warrants that it has the right and authority to register on PV Project and accept the terms of this Agreement, that the Person accepting the terms of this Agreement has the authority to do so, and that once registered on PV Project this Agreement is a binding obligation of the Parties per its terms

 

If you have any questions about this Agreement, please Contact Us.