Mapdwell Partner API Terms of Service

Welcome to the Mapdwell Partner API. Subject to the following terms and conditions, Palmetto Solar LLC (together with its affiliates, “Palmetto”, “Mapdwell,” “we,” or “us”) provides the Mapdwell Partner API application to allow (the “Client” or “You”) to access photovoltaic potential remote assessment data (the “Data”) via a proprietary application programming interface (the “API”) or web portal (“Web Portal”) (the API and Web Portal sometimes collectively referred to as “Mapdwell API”, the “Service” or the “Services”) to process and deliver to your customers (the “End User” or “End Users”) via the World Wide Web.

1. General Rules

1.1 Whether engaging in a trial or signing up for a standard or custom plan, these terms and conditions govern your use of the Mapdwell API. Please read them carefully. By using the Mapdwell API and/or the Data, you will be agreeing to abide by all of the terms and conditions of the Terms of Service, Data Protection Requirements, and the Privacy Policy (collectively, this “Agreement”) between you and Mapdwell.

1.2 We may change, add, or remove portions of these Terms of Service at any time, which shall become effective immediately upon posting. It is your responsibility to review these Terms of Service prior to each use of the Service and by continuing to use Mapdwell API, you agree to any changes.

1.3 We may change, suspend or discontinue any aspect of Mapdwell API at any time, including the availability of any feature, database, or content. We may also impose new limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

2. Grant of Limited License, Documentation

2.1 Grant of Limited License

Mapdwell API is proprietary to Palmetto and its affiliates or licensors and is protected by U.S. and international copyright laws. You have no rights to the Service(s) or the Data, or any enhancements or modifications thereto, except as expressly granted hereunder. Subject to your compliance with all of the terms and conditions of this Agreement, and in consideration of your promises reflected herein and your payment of related fees and taxes, Mapdwell grants to you a limited, revocable, non-exclusive, non-assignable and non-transferable license, subject to the restrictions listed in this Agreement, to (i) access Mapdwell API via the Mapdwell API Web Portal, (ii) consume Mapdwell API via queries from your custom, customer-facing applications, unless otherwise stated in writing, and (iii) process the Data for display to your End User(s).

If you are selling or otherwise distributing the Data to your customers and have complied with the requirements regarding the End User set forth below, then the limited license grant shall also include providing the Data to such customers.

The limited license granted herein excludes any and all forms of sublicensing rights. Palmetto and its affiliates and licensors reserve all rights not expressly granted to you in this Agreement.

2.2 Documentation

In addition to the requirements herein, you must adhere to all policies posted on the Mapdwell API Web Portal in conjunction with the Services, including all accompanying documentation. All such policies are incorporated by reference into these Terms.

3. Payment, Queries & Fees

3.1 Payment

Some of the Services require payment. We may charge your credit card on an ongoing basis in advance of providing Services or as needed for prepayments for your subscription fee, any applicable sales taxes, and any other charges you may incur in connection with your use of Mapdwell services.

If your account exceeds the usage allowed by your plan, we will charge you overage fees at the end of your billing period. Overage rates vary by plan. You agree to pay overage fees for all usage including requests that result from unexpected traffic.

We are not responsible for any bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by Mapdwell. Currency exchange settlements will be based on agreements between you and the provider of your credit card.

3.2 Queries

Access to the Mapdwell API must be done through HTTP requests. All requests are tracked and recorded by Mapdwell and/or Mapdwell’s appointed service providers and used to count towards applicable limits, to calculate charges and to enforce the conditions defined in these Terms. All queries sent to the API requesting data must reference your valid login credentials.

In the case of pay-as-you-go billing, query volume is metered based on access to “Unique Buildings” defined herein as a Query for a specific building ID (as defined in the API documentation), and is subject the duration of the session window (30 minutes unless otherwise noted). All requests associated to a specific building within the duration of the session window are billed as a single Query. If a building is accessed again by the same login credentials outside of the duration of the session window, it will count as a new Query for billing purposes. Session windows may be rolled over between consecutive billing periods as long as the subscription is renewed and the account is in good standing.

3.3 Fees

You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Service through your account. Other restrictions and taxes may apply.

4. Terms of Sale

4.1 Processing & Payment

Mapdwell will process your purchase as promptly as possible. There may be a delay in the activation of the Service while payment details are verified. We accept major credit cards (American Express, Diners, Discover, JCB, Maestro, MasterCard, Visa). We reserve the right to reject any order or purchase at any time.

All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. To view or change your payment method, contact Mapdwell Support or visit the Account Settings area in the Mapdwell API Web Portal.

To enable payment for the Service, we collect and store name, address, telephone number, email address, and credit card information. This information will be shared with third parties, including those who help to complete the purchase transaction by processing credit card payments. The information you provide to us in connection with billing and payment will be handled in accordance with our Privacy Policy.

4.2 Pricing

When you purchase access or a subscription to Mapdwell API, the price will be made clear during the order process. You agree to pay the price that is stated at the time of your order, as well as any applicable taxes. You also agree to the billing frequency stated at the time of your order. All prices are in United States Dollars and subject to change.

Discount eligibility, if any, is determined at the time of the order. Discounts cannot be applied retroactively. Applicable taxes may vary. We are not able to notify you in advance of changes in applicable taxes.

Mapdwell reserves the right to change prices at any time. We will notify you in advance if the regular rate of your Mapdwell API plan changes from what was stated at the time of your order. You will have the opportunity to accept the new price or cancel your subscription or purchase from that point forward.

If a stated price is determined by us, in our sole discretion, to be in error, we are not under any obligation to offer you access to Mapdwell at that price. We will notify you of the error and give you the opportunity to cancel your order and obtain a refund if payment has already been made.

If you believe someone else has used your account or you are being charged for a product you do not have, please contact your account representative immediately.

4.3 Billing

You may be prompted to complete the necessary information, including your credit card information, to complete your registration and provide valid billing information. If your payment plan requires recurring and/ or pay-as-you-go payments, Mapdwell will charge the corresponding fees to your credit card as you use the Mapdwell API.

All Mapdwell subscriptions are renewed automatically, so you will be billed each month unless and until you cancel your subscription.

In the case of pay-as-you-go billing, the base price of your plan will be charged to your payment method on file at the beginning of your billing cycle (monthly, unless otherwise noted) and you will be charged any applicable overages in arrears, along with the renewal price of the upcoming billing period.

If you want to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit the information by logging into your account. If your credit card reaches its expiration date, your continued use of Mapdwell API constitutes your authorization to continue billing that credit card. In the event of unsuccessful billing, you will be notified and your account may be suspended until you update your payment method with a valid credit card; provided, however, you will remain responsible for all charges incurred whether or not we suspend your account.

You will not be notified in advance of impending renewals. Please see our Cancellation Policy, below, for information about cancelling.

All charges associated with your Mapdwell API subscription will appear on your credit card bill as “MAPDWELL” or “PALMETTO SOLAR, LLC”. You represent and warrant that you have the right and authority to charge payment to the account tied to the credit card information you submit.

4.4 Unpaid Charges

If your credit card expires or your payment method is otherwise invalid, we may choose whether or not to suspend or terminate your subscription or product. You will remain responsible for all charges. However, if, at any time, you fail to pay any amount when due or are otherwise in breach or default under the Terms of Service, Mapdwell may, in its sole discretion, and without prejudice to its other rights, immediately suspend or terminate your Mapdwell API account.

Late payments hereunder will accrue interest at the rate of one and one half percent per month or the highest rate allowed by applicable law, whichever is lower. You will be responsible for all costs we incur in connection with the collection of unpaid amounts, including court costs, attorneys’ fees, collection agency fees and any other associated costs.

4.5 Promotions

We may occasionally offer promotions, and terms of each promotion are stated at the time the promotion is offered. Each promotion may be different and cannot be combined. You may be required to provide your payment details when you sign up for a promotion. At the end of the promotion, you will automatically be signed up for any related subscriptions specified to begin at the end of the promotional period. We will not notify you in advance that the promotional period is about to end. To cancel and avoid being charged, you must notify us before the promotional period ends.

4.6 Third Parties

Mapdwell API and any related service(s) are not available through third parties.

5. Service Level Agreement (Enterprise Customers)

This Mapdwell API Service Level Agreement (“SLA”) governs the use of the Mapdwell API under the terms of the Mapdwell Terms of Service (the “TOS”) between Palmetto Solar LLC (“Palmetto”, “Mapdwell”, “us” or “we”) and users of the Mapdwell API (“you” or “Customer”). This SLA applies separately to each account using the Mapdwell API. Unless otherwise provided herein, this SLA is subject to the terms of the TOS. Mapdwell reserves the right to change the terms of this SLA in accordance with the TOS.

5.1 Service Commitment

We will use commercially reasonable efforts to make the Mapdwell API available 99% of the time. In the event Mapdwell does not meet the goal of 99% API availability in a given calendar month (“Monthly Uptime Percentage”), you may be eligible to receive a Service Credit as described below.

5.2 Definitions

The following capitalized terms shall be given the meaning set forth below:

“Unavailable Time” means the Mapdwell API is not available for use according to third party performance and monitoring services contracted by Mapdwell at its sole discretion (the “Monitoring Service”), provided that service issues or outages relating to any Exclusions (defined below) shall not be deemed as Unavailable Time.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods during the Service Month in which the Mapdwell API was in a state of “Unavailable Time” as identified by Monitoring Service

A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible Customer account:

(i) For a calendar month where the Uptime Monthly Percentage, as identified by Monitoring Service, Mapdwell, at its sole discretion after confirming the nature and accuracy of the Unavailable Time, will credit Customer’s account a percentage of that month’s billings, as defined by this table:

(ii) Service Credit shall be issued to Customer’s Mapdwell balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account.

5.3 Credit Request & Payment Procedures

To apply for a Service Credit, the customer must submit a ticket via email to the appropriate Mapdwell account representative within 30 days of the month in which the Unavailable Time occurred. The ticket must include (i) “SLA Claim” as the subject of the ticket; (ii) the dates and times of the Unavailable Time for which you are requesting credit; and (iii) any applicable information that documents the claimed outage.

5.4 Exclusions

Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability, suspension or termination of the Mapdwell API, or any other Mapdwell API performance issues, that (i) are caused by factors outside of Mapdwell’s reasonable control, including, without limitation, any force majeure event, carrier related problems or issues, or Internet access or related problems beyond the demarcation point of Mapdwell or its direct hosting subcontractors (i.e., beyond the point in the network where Mapdwell maintains access and control over the Mapdwell Services); (ii) result from any actions or inactions of Customer or any third party (other than Mapdwell’s direct hosting subcontractor); (iii) result from Applications, equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Mapdwell’s direct control); or (iv) arise from Mapdwell’s suspension and termination of Customer’s right to use the Mapdwell Services in accordance with the TOS, (v) scheduled maintenance; or (vi) problems or issues related to alpha, beta or not otherwise generally available Mapdwell features or products (collectively, the “Exclusions”).

5.5 Sole Remedy

Service Credits shall be your sole and exclusive remedy for any unavailability or non-performance of the Mapdwell Services or other failure by us to provide the Mapdwell Services.

6. Cancellation Policy

6.1 Cancellation Policy

You may cancel your subscription(s) and/or services at any time. However, we do not issue pro-rated refunds for unused time if you cancel during your billing cycle.

The limited license granted by this agreement terminates automatically, without notice to you, if you breach any of these Terms of Service. Upon termination of the limited license, you agree to immediately destroy any materials downloaded from the Services.

6.2 Refunds

We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

In the event of unauthorized access of the Service through your Account, unless caused by Mapdwell’s gross negligence or willful misconduct, you shall pay Mapdwell for all fees incurred under your Account. Our records will presumptively determine your usage of the Service and fees due hereunder.

6.3 Changes to the Service or Access

Mapdwell reserves the right to make changes to Mapdwell API at any time. If we temporarily reduce or eliminate the charge for access to the Service that you are currently paying for under different terms, you will not be entitled to a retroactive refund.

7. Restrictions on Use of the Service and Data

7.1 General Use Restrictions & Limitations

The limited license to the Service and Data provided by Mapdwell hereunder is subject to the following restrictions and limitations:

(a) You may not retain, store or cache any Data for any reason, if you are not the End User of the Data. (b) You shall not display Data so that it appears to be derived from a third-party web site. (c) You shall not falsify or alter any unique identifier assigned to you, or otherwise obscure or alter the source of queries to the Service. (d) You shall not reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the Service. (e) You shall not violate or attempt to violate the security protocols of Mapdwell. (f) You shall not transmit or otherwise make available any material that contains a software virus or any other computer code, files, or programs designed to: (a) interrupt, destroy, or limit the functionality of any equipment (including software and hardware), or (b) spy on the activities of others. (g) You shall not provide Data other than in response to an individual query (i.e., you may not provide Data to others in bulk format). (h) You shall not aggregate or otherwise combine Data from individual queries for any reason. (i) You shall not use Data other than on an “as is” basis and pursuant to the terms of this Agreement. (j) You shall not use any robot, scraper, crawler, or other device, software, code or system to retrieve or index any portion of the Data, or permit any third party to do so.

7.2 Client Data Use Restrictions & Limitations

The Client may not: (a) use the Data for marketing purposes, except to respond to an inquiry, application, purchase or transaction triggered by an End User; (b) use the Data in violation of any applicable law, rule, or regulation or in violation of any third party right; (c) store the Data for any purpose; (d) cache the Data to avoid additional queries; or (e) merge the Data with databases or compilations for purposes other than in response to individual queries triggered by the End User.

PLEASE NOTE: If you would like to use our maps or Services for other purposes, for other use cases or additional rights, please contact us about a custom or different enterprise solution.

7.3 End User Data Restrictions & Limitations

The End User may not: (a) use the Data for any commercial purpose, including marketing; (b) publish, offer, sell, license, transmit, distribute, or reproduce the Data via any means; (c) Use the Data in violation of any applicable law, rule, or regulation or in violation of any third party right; (d) store the Data for purposes other than personal, non-commercial use (storage of the data for resale is expressly prohibited);

7.4 End User Agreement

End Users may only use the Data for their own personal use, and they must comply with the data restrictions listed in Sections 7.1. 7.2, 7.3 and 7.4 of this Agreement. You shall communicate to your End Users the data restrictions in the aforementioned Sections and obtain their agreement via a click-wrap, browse-wrap or written agreement. Such agreements shall include language to the effect that: (i) End Users represent and warrant that they will comply with the End User Terms; (ii) the Data is provided to End Users on an “as is” basis without warranties of any kind; (iii) Palmetto will not be liable to End Users in any manner in connection with their use of the Data; and End Users shall indemnify, defend, and hold harmless Palmetto from and against all claims, actions, and judgments arising out of their use of the Data. Palmetto shall be a third party beneficiary of such agreements and shall have the right to enforce such agreements. The Client shall not make any representations or warranties to End Users about the Service. In the event that the Client becomes aware of any misuse of the Data by an End User, it shall promptly notify Palmetto and take commercially reasonable actions to remedy such misuse.

7.5 Unlawful & Other Unauthorized Uses

You may not use the Services for any unlawful purpose. Your use of the Services must comply with all local rules regarding online conduct and acceptable content.

You may not use the Services in any manner that could damage or overburden the Services or interfere with any other party’s use of the Services.

You may not engage in other unacceptable use of the Services, which includes: (a) Disseminating material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (b) Aiding or implementing practices violating basic human rights or civil liberties; (c) Disseminating or storing material that infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (d) Creating a false identity or otherwise attempting to mislead others as to the identity or origin of any communication; (e) Exporting, re-exporting, or permitting downloading of any content in violation of any export or import law, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, or exemptions; (f) Interfering with or attempting to gain unauthorized access to any computer network; (g) Transmitting viruses, trojan horses, or any other malicious code or program; or (h) Engaging in any other activity deemed by Palmetto to be in conflict with the spirit or intent of these Terms of Service.

You may not, nor may you permit any third party to, modify, create derivative works from, reverse engineer, or attempt to derive any source code from the site’s software, except as expressly permitted by a written license from us.

7.6 Attribution

Any software, product or service that makes use of the Mapdwell API must comply with our attribution guidelines and conspicuously display the required logos and text attributions, as described in the API documentation materials, on or near the portions of the software, product or service that make use of the Mapdwell API. These attribution requirements may include references to third-party service and data providers.

8. Representations & Warranties

You represent and warrant that (a) your performance under this Agreement and use of Mapdwell API (i) shall comply with all applicable laws, rules and regulations and (ii) shall not violate any third party rights; (b) you are authorized to enter into this Agreement; (c) entry into this Agreement shall not violate any outstanding obligation you have to any third party; (d) you shall use Mapdwell API strictly in accordance with the limitations set forth in this Agreement.

9. Termination

Mapdwell may, in its sole discretion, terminate or suspend your access to all or part of the Service for any reason, including, without limitation, breach or assignment of these Terms of Service. In addition, you will pay any and all costs and expenses incurred by Mapdwell in enforcing your compliance with this Agreement, including Mapdwell attorneys’ fees. Upon termination for any reason, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. Mapdwell may delete all or part of the information related to you that has been uploaded or otherwise delivered to Mapdwell in connection with your use of Mapdwell API.

10. Accounts & Security

10.1 Account Creation

In order to access Mapdwell API, you will be asked to register and create a user account (an “Account”). As part of the Account creation process, you will create login credentials by selecting a password, providing an e-mail address, and answering all inquiries marked “required” (such credentials, the “Registration Data”). You agree: (i) that the Registration Data you provide will be true, accurate, current and complete at the time you provide it; (ii) to maintain and update such Registration Data to keep it true, accurate, current and complete; and (iii) that Mapdwell may contact you and require you to confirm some or all of your Registration Data before using or continuing to use Mapdwell API. We reserve the right to terminate the limited licenses granted hereunder and to refuse to provide you with any and all current or future use of Mapdwell API if, in our sole discretion, we determine or are of the opinion that any of your Registration Data is, or, appears to be, untrue, inaccurate, not current or incomplete.

10.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities, charges and/or liabilities that occur from your Account, whether or not authorized by you. You must immediately notify Mapdwell of any unauthorized use of your Account, login credentials, or any other breach of security of which you become aware by emailing [email protected]. We will not be liable for any loss or damage arising from your failure to comply with this section. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies.

10.3 You must be 13 years of age or older to create an Account, access the Service, or use the Data.

11. Information

11.1 Security & Privacy

To prevent unauthorized access, maintain data accuracy and ensure the appropriate use of information, we have put in place commercially reasonable physical, technical and administrative controls to protect your information. Please note that no method of transmission over the Internet, or method of electronic storage, is one hundred percent secure.

Any information you provide to us, including Registration Data, is governed by our Privacy Policy. Please read it carefully to understand our information collection and use practices before using Mapdwell API. Also, please note that we may share information when we have a good faith belief that doing so is necessary to comply with applicable law, to respond to a legal process, such as a subpoena, or to help prevent the loss of life or serious injury of anyone.

11.2 Feedback

Any comments or materials sent to us, including, but not limited to, queries, ideas, questions, suggestions, feedback or the like (collectively, “Feedback”) is non-confidential and shall become our sole property. We shall have no obligation to you of any kind, monetary or non-monetary, with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from, and distribute the Feedback to others without limitation or obligation.

12. Disclaimer, Limitation of Liability, Indemnification

12.1 Disclaimers

Palmetto does not represent or endorse the accuracy or reliability of any Data or other information displayed, uploaded, or distributed through the Service. The Web Portal, API and Data are distributed on an “as is” and “as available” basis without warranties of any kind.

MAPDWELL API IS NO SUBSTITUTE TO AN ON-SITE ASSESSMENT PERFORMED BY A CERTIFIED PROFESSIONAL. REMOTE ASSESSMENT DATA IS BASED ON TOPOGRAPHICAL SURVEYS, INFORMATION MODELS, AND SIMULATION METHODOLOGIES, AND RESULTS MAY BE UNAVAILABLE OR INACCURATE DUE TO ISSUES INCLUDING, BUT NOT LIMITED TO, PARTIAL SAMPLE OBSOLESCENCE, EXCESS OF VEGETATION OR NON-MODELED OBSTRUCTIONS, INCOMPLETE OR CORRUPTED DATABASES, INCOMPLETE OR CORRUPTED GIS LAYERS, UNDETECTABLE PARTIAL OBSTRUCTIONS BASED ON SURVEY RESOLUTION, AND FORCE MAJEURE. MAPDWELL, INC. DOES NOT GUARANTEE THE ACCURACY OF THE DATA OR THE APPLICABILITY OF THE INFORMATION PROVIDED BY MAPDWELL API OR ANY OTHER SERVICE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, PALMETTO AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF MAPDWELL IS ADVISED OF SUCH PURPOSE), AND IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE.

WITHOUT LIMITING THE FOREGOING, NEITHER PALMETTO NOR ANY OF ITS AFFILIATES OR LICENSORS, NOR ANY OF THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY, THE “PROVIDERS”) REPRESENT OR WARRANT (I) THAT MAPDWELL API WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE OR ERROR FREE; (II) THAT MAPDWELL API WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, RESPONSIVE OR SECURE; (III) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT MAPDWELL API WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL PROPERTIES; (IV) THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY DATA OR MATERIALS AVAILABLE ON OR THROUGH MAPDWELL API; (V) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; OR (VI) THAT MAPDWELL API OR THE DATA IS NON-INFRINGING. NO INFORMATION OR ADVICE PROVIDED ON MAPDWELL API, BY THE COMPANY, OR BY THE COMPANY’S EMPLOYEES OR AGENTS, SHALL CREATE ANY WARRANTY.

YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICE AND DATA IS AT YOUR SOLE RISK. YOU EXPRESSLY AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR (A) ANY DAMAGE, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE, AND (B) FOR ANY DISCLOSURE OF INFORMATION THAT YOU UNDERTAKE WHILE USING THE SERVICE OR THE DATA.

Some States do not allow the exclusion of certain warranties. Accordingly, some of the above limitations and exclusions may not apply to you.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PALMETTO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE DATA AND/OR SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, THE DATA OR SERVICE; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR ACCOUNT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID PALMETTO, IF ANY, IN THE PAST THREE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

Some states do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and exclusions may not apply to you.

12.3 Indemnification Obligations

You agree to hold harmless, defend, and indemnify Palmetto and the Providers from all liabilities, claims, demands and expenses, (including, but not limited to, reasonable attorneys’ fees), that are due to, arise from or otherwise relate to your use or misuse of the Service or the Data including, without limitation, any actual or threatened suit, demand or claim made against Palmetto or any Provider that arises out of or relates to: (i) any intellectual property rights or other proprietary rights of any third party; (ii) your breach of this Agreement; or (iii) your use of the Service or Data. Palmetto may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with Palmetto in such event.

13. Miscellaneous

13.1 Third Party Links

Mapdwell may, as a convenience to its users, make links to third-party web sites or resources available on or through this web site or Mapdwell API. Mapdwell is not responsible in any way for, and does not make any representation, warranty or guarantee regarding any third-party web sites and resources which may be accessed through us. In addition, Mapdwell does not endorse or adopt, and is not responsible or liable for: (i) any content, advertising, goods or services, or other materials available on or from such web sites or resources; or (ii) any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, goods, services or other materials on or available from such websites or resources.

13.2 Copyright Notice

Contents © 2013-2021 Palmetto. All Rights Reserved.

All content included on this web site and in the Service, including, but not limited to, any text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Mapdwell or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on this web site is the exclusive property of Mapdwell and protected by U.S. and international copyright laws. The Mapdwell API service is also a copyrighted work(s) of Mapdwell. Any rights not expressly granted herein are reserved by Mapdwell.

13.3 Trademarks

MAPDWELL, MAPDWELL.COM, WORK WITH THE SUN, MAPDWELL API, FLUXBOARD, ELECTRIFYING BUILDINGS and other Mapdwell graphics, logos, page headers, buttons, icons, scripts, and service names are trademarks, registered trademarks, or trade dress of Palmetto Solar LLC or its affiliates in the U.S. and/or other countries. Palmetto’s trademarks and trade dress may not be used in connection with any product or service that is not Palmetto in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Palmetto. All other registered trademarks and service marks are used for reference purposes only, and remain the property of their respective owners.

13.4 Notification of Claimed Infringement

Mapdwell strives to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity. If you believe that any of the materials available on or through the Service infringes upon any copyright you own or control, or that any link made available on or through the Service directs users to another web site that contains material that you own or control, please send us a notice of infringement (an “Infringement Notice”). An Infringement Notice must be in writing (sent by fax or regular mail – not by email) and should set forth the items specified below. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing your copyrights.

To expedite our ability to process an Infringement Notice, please provide the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you believe is being infringed;
• A description of the location of the material that you believe is infringing the copyrighted work;
• Your contact information (please include your address, telephone number, and email address);
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the information contained in your Infringement Notice is accurate and that you are the owner of the copyright interest or authorized to act on his or her behalf.

Sign the Infringement Notice and send the written communication to:

Palmetto Solar, LLC

1505 King Street Ext #114

Charleston, SC 29405

(855) 339-1831

13.5 Notices

Palmetto may provide you notice of changes or any other matter by displaying notices to you generally through Palmetto or, at its option, by using any contact information you have provided to us. You agree that notice by the foregoing means shall be deemed complete when posted or transmitted by Palmetto. All legal notices to Palmetto (other than notices of claimed infringement, which shall be transmitted as specified above) shall be delivered in writing and must be sent by either overnight courier or certified mail, return receipt requested to:

Palmetto Solar, LLC C/O Legal Department

1505 King Street Ext #114

Charleston, SC 29405

(855) 339-1831

13.6 Time Limitation on Claims & Causes of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or your use of Mapdwell API must be filed within one (1) year after such claim or cause of action arose. Any claim not filed within the foregoing one (1) year period shall be forever barred.

13.7 Waiver, Severability & Assignment

Palmetto’s failure to enforce a provision is not a waiver of its right to do so later. If any provision of these Terms of Service is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. You may not assign any of your rights under these Terms of Service, and any such attempt will be void. Palmetto may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service.

13.8 Governing Law, Venue

This Agreement and your use of Mapdwell API and Services shall be governed by and construed in accordance with the laws of the state of Massachusetts as they apply to agreements made and solely performed therein. You irrevocably consent and waive all objections to personal jurisdiction and venue in the state and federal courts located in Boston, Massachusetts, USA for any action arising out of or relating to this Agreement, Mapdwell API or any Mapdwell service. You shall not commence or prosecute any suit or action except in the foregoing courts.

13.9 Audit

Palmetto shall have the right, with reasonable notice to licensee, to audit licensee’s applications, systems and records, and use of the software no more than once each calendar year to assure compliance with the Terms. Palmetto will take reasonable measures to ensure that an audit does not unreasonably disrupt your business operations. Each party will bear its own costs with respect to any audit conducted hereunder. If requested, you must provide us with proof that your Mapdwell API implementation complies with these Terms.

13.10 Relation to Other Agreements

Palmetto may operate, individually or jointly with third parties, other websites, products, or services that incorporate Mapdwell API. Also, Palmetto may provide Mapdwell API through web sites operated and owned by third parties. These other websites, products, or services may be subject to a different user agreement (the terms and conditions of such other user agreements are not affected in any way by this Agreement nor is this Agreement affected by such other user agreements). We encourage you to review the applicable policies and agreements when you visit any web site or use any product or service.

In the event that you enter into a written, hand-signed contract for the Mapdwell API service apart from these terms of Service, the terms of that contract shall supersede this Agreement, from and after the effective date of that contract, to the extent the two are inconsistent.

13.11 Publicity

By using the Service, you grant to Palmetto a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to use your name, logos, service marks, trademarks and/or trade names in our promotional and marketing materials for the sole purpose of identifying you as a customer of Palmetto.

13.12 California Consumer Disclosure

Under California Civil Code Section 1789.3, if you are a California resident, you are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, 95834, or by telephone at (916) 445-1254 or (800) 952-5210. The Services are provided by Palmetto Solar, LLC, located at 1505 King Street Ext #114, Charleston, SC 29405.

13.13 Validity of the Terms

If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Headings are for convenience only and have no legal or contractual effect.