Terms and Conditions

LAST UPDATE: MAY, 2025

These terms and conditions (“Terms and Conditions”) form part of and are incorporated into the Residential Solar System Lease Agreement (the “Agreement”) entered into between you and the Company for leasing of the “Solar System” and provision of the “Service” (as said terms are defined in the Agreement). Capitalized terms used but not defined in these Terms and Conditions are defined elsewhere in the Agreement.

The Company may modify these Terms and Conditions from time to time by posting the modified version of the Terms and Conditions on its website at [https://terraenergy.io/tandcfl] (the “T&C Website”) noting the date they were last updated, and notifying you pursuant to the Agreement. Any modifications will be effective upon posting of the Terms and Conditions as revised and your indicating your acceptance by electronic transmission, acknowledgement, signature, or use of the Solar System and/or the Service following the posting, which will constitute your acceptance of the Terms and Conditions as modified.

1. SERVICES; SOLAR SYSTEM

A. PERFORMANCE DATA

To ensure the proper functioning of the monitor that collects Solar System production and performance data, the Solar System must be connected with continuous access to a functioning broadband internet connection and Company shall have the right to install its own router with cellular access to ensure connectivity. Customer shall provide Company with their Utility portal login credentials, such as username and password, through the Terra mobile application and hereby grants Company the right to collect and monitor monthly energy consumption data from the Utility by viewing and/or downloading monthly billing statements. Customer login credentials shall be stored in an encrypted form by Company and retained for as long as necessary to provide the Company services, or as legally required. Company shall have the right to connect to the main electrical breakers and other locations of the Premises in order to track energy consumption data from the Premises. The foregoing rights of Company are for the purpose of ensuring the Solar System is operating properly and provide Company with the required information to enhance the Service. Customer may access its usage data online as part of the Services on Company’s website at https://biaenergy.ai/terralink_dos/ or via the Terra mobile application.

B. Installation and Maintenance

The Solar System will be installed and maintained by Company or a contractor selected by Company that meets Company’s quality standards and is licensed and insured in the State of Florida as required by the Agreement. Company’s installation and maintenance of the Solar System will comply with all applicable laws, statutes, ordinances, codes and requirements of all municipal, state and federal authorities now in force or which may be in force in the future, including obtaining all applicable permits to perform the Service. Customer acknowledges that it has checked with the roofer or builder of the Premises concerning any impact the Solar System may have on the existing roof warranty for the Premises and to ensure the structure can accommodate the Solar System. Company assumes no responsibility if its installation of the Solar System voids any roofing warranty applicable to the Premises. At Customer’s request, Company will use commercially reasonable efforts to work with Customer’s roofing company to resolve roof warranty issues.

C. Inspection and Repair

Company will provide the Solar System in good working order and will repair or replace with like equipment if parts fail during the Term of the Agreement, subject to the terms and conditions herein and except if such repairs or replacement is the result of actions, inactions, or the negligence of Customer or Customer’s agents, representatives or tenants. Customer shall allow Company to inspect and repair the Solar System at any time during the Term of the Agreement upon prior written notice during normal business hours.

D. Disconnection

The Parties agree that there may be circumstances where Company is required to turn off or disconnect the Solar System due to the requirements of the Utility (as defined below), Permitting Party (as defined below), or other government authority, where the conditions of the Premises may affect the safe operation of the Solar System, or during scheduled maintenance by Company. The foregoing shall not affect the Monthly Fees due.

E. Ownership

Customer understands it is only leasing, and does not own, the Solar System. The Solar System will at all times be and remain the personal property of Company and Company will at all times own and retain all right, title and interest in, to and with respect to each of the Solar System, and all additions and modifications thereto, including all data generated from the Solar System. To the fullest extent permitted by applicable law, the Solar System shall be deemed personal property of Company and shall not be deemed a fixture of the Premises. Customer acknowledges and agrees that the Solar System shall be deemed personal property of Company and that Company (or an affiliate thereof) may file any UCC-1 financing statement or other filing confirming ownership of the Solar System. In no event will the Agreement be interpreted to convey to Customer or to any other person other than Company, any right, title or interest, express or implied, in, to or with respect to the Solar System (including any right to access, modify, expand, remove, maintain, use, test, operate, control, upgrade, downgrade, repair, replace, remove, substitute, modify, commercialize, transfer, improve or otherwise interact with the Solar System, in whole or in part, or any modifications or alterations thereto, or to cause any of the foregoing). To the extent that, by operation of law or otherwise, the Solar System or any portion thereof is deemed not to be exclusively owned by Company, Customer hereby agrees to promptly assign and transfer, or cause to be assigned and transferred, the exclusive ownership of all right, title and interest in, to and with respect to the Solar System, as applicable, to Company at no cost to Company. Customer hereby agrees to take all such actions and execute and deliver all such documents and instruments as are necessary and appropriate to effectuate such assignment and transfer without further consideration. Company or an affiliate thereof may file any UCC-1 financing statement or other filing that confirms ownership of the Solar System. This Section will survive the termination or expiration of the Agreement.

F. Access Rights

Company will have a license to emergency access to the roof of the Premises seven days a week and twenty-four hours per day and over such other portions of the Premises reasonably necessary for the installation, maintenance, repair, replacement, inspection, general upkeep and removal of the Solar System. Notwithstanding the expiration or earlier termination of the Agreement, Company’s rights to access the Premises will continue for the period necessary under the Agreement for Company to shut-off and/or remove the Solar System.

2. CUSTOMER OBLIGATIONS

A. Compliance

Customer shall comply with all domestic and international laws, regulations and procedures to which the use and operation of the Solar System may be or become subject. Customer shall read and comply with the respective privacy policy and terms of use of your specific Utility before providing Company with your Utility portal login credentials. By entering into the Agreement, Customer provides that they expressly consent for Company to use Customer’s Utility login credentials to monitor monthly energy use and billing information from the Utility.

B. Net Metering Service

Customer shall maintain its local utility (“Utility”) interconnection throughout the Term as it will need to purchase electricity from the Utility. Company is not a utility or public service company. If Utility is or will be an investor-owned utility, Customer must become a net metering customer and enter into an interconnection agreement with the Utility pursuant to the tariff of the Utility and the requirements, applicable law, and the rules and regulations of the Florida Public Service Commission. Company will supply Customer with any information reasonably required by the Utility regarding the Solar System to establish Customer’s interconnection and net metering eligibility. As of the first day of the Term, Customer must take service from the Standard Net Metering Service and its associated terms (“NEM Service”) provided by Customer’s Utility. Customer agrees that it will continue to take NEM Service for as long as the Agreement is in effect. Customer agrees to take the NEM Service currently in effect for this Utility or, in the event that the NEM Service is no longer in effect, Customer agrees to use a substitute net metering program, if reasonably available, chosen by Company in its sole discretion. Under NEM Service, the electricity produced by the Solar System shall be used to offset all or part of the electricity Customer consumes at the Premises. Customer is hereby notified any change to the name on the account for the Utility providing NEM Service cancels the NEM service. The Utility may charge a fee to change the account name, which fee will be borne by Company. The Solar System will continue to generate energy even though the Utility does not credit that energy to the account until a new NEM Service contract is established. This will result in additional billing by the Utility and can take thirty (30) days or more to finalize. Company shall continue to earn its Monthly Fee during any change in NEM Service and has no obligation to pay charges related to such change to the Utility.

C. Application

Customer shall be required to download Company’s application (i.e., TerraLink) and maintain its usage thereof during the Term.

D. Permitting

Customer agrees to cooperate with Company in obtaining any required permits or approvals, including (without limitation) those from any municipalities, investor-owned utilities (i.e. Duke Energy Florida, Florida Power & Light, Florida Public Utilities Company, Florida Power & Light North, and Tampa Electric Company, among others), electric cooperatives, municipal utilities, any homeowner, property owner or other associations or similar entities, successors and/or assignees of these parties, and any other related parties (the “Permitting Parties”). To such end, Customer grants to Company the right and, to the extent permitted by applicable law, a power of attorney (which Customer will promptly execute upon request from Company), to communicate and deal directly with Permitting Parties as may be reasonably necessary for Company to install, maintain and operate the Solar System.

E. Safe Premises

Customer will use best efforts to provide a safe and secure work environment for Company while on the Premises. Customer will not conduct or permit activities or improvements on, in or about the Premises that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the Solar System or the Service. Except for the obligations expressly attributable to Company hereunder, Customer will maintain the roof on the Premises in good condition.

F. Insolation

Customer will not install, and shall not cause or permit to be installed, on the Premises anything which creates, or is reasonably likely to create, shade or interfere with the Solar System from being exposed to direct sunlight (“Insolation”), it being agreed that such direct exposure is crucial to the Solar System’s ability to operate. Customer will keep shrub, trees, and other foliage trimmed to prevent such from interfering with the Solar System’s Insolation levels and performance. If Customer discovers any activity or condition that could diminish the Solar System’s Insolation levels, Customer will immediately notify Company and cooperate with Company in preserving and restoring the Solar System’s Insolation levels as they existed on the Effective Date or as otherwise reasonably requested by Company.

G. No Tampering or Encumbering

Customer will not make any modification, alteration or addition to the Solar System, and will not tamper with or damage the Solar System. Any attempt to modify, alter, add to, tamper or damage the Solar System will be considered beyond reasonable wear and tear use of the Solar System. Customer will not pledge, encumber or allow any lien to be attached to the Solar System or remove the Solar System from the premises where originally located.

H. Other Customer Obligations & Agreement

(i) Customer will not remove any product identification or notices of any proprietary restrictions from the Solar System or system monitor or any related materials.

(ii) Customer will use the Solar System only for its own residential purposes and its own consumption and will not use the Solar System to heat a swimming pool or hot tub.

(iii) Except as expressly contemplated by the provisions of the Agreement, the electricity generated by the Solar System will not be resold.

(iv) Customer will not contract with or permit any other company or servicer to provide solar energy or to mount or place solar paneling on the Premises during the Term.

(v) Customer will give Company power and water access while on the Premises.

(vi) Customer hereby authorizes Company to obtain credit reports of Customer from credit reporting agencies such as TransUnion, Experian and Equifax. Company may use your credit report for pre-qualification, authentication, credit scoring and credit decisioning purposes. If at any time Customer fails to satisfy Company’s credit requirements, Company may immediately terminate the Agreement and remove the Solar System. Customer represents and warrants that Customer is financially solvent and able to comply with the payment requirements set forth under the Agreement.

3. PAYMENT TERMS

A. Invoicing

Invoices for each Monthly Fee will be sent monthly to Customer in electronic or physical form. Each Monthly Fee will be payable in advance on the first (1st) day of each calendar month commencing with the first (1st) full calendar month of the Term. All Monthly Fees will be made payable to Company, at the address specified in the Agreement or any other address specified in writing by Company from time to time and will be paid by debit card, credit card, check or electronic means (i.e., ACH or wire). To the extent permitted by applicable law, Customer will sign up for autopay with Company for the Monthly Fees, in which case, Customer will authorize Company to use its debit or credit card to pay invoices on a recurring basis. If Customer signs up for autopay, Customer will be responsible for ensuring that there are adequate funds available.

B. Late Payment

If a Monthly Fee has not been received by Company by the tenth (10th) day when due, then it will be considered delinquent and the late Monthly Fee plus a late fee equal to the lesser of (x) one and a half percent (1.5%) per annum of the late Monthly Fee, or (y) the maximum amount permitted by applicable law, will automatically become due and payable by Customer to compensate Company for its administrative costs associated with the late payment.

C. Supplemental Energy; Size of Solar System

If, at any time, Customer needs more electric energy at the Premises than is being produced by the Solar System (“Supplemental Energy”), Customer will purchase that Supplemental Energy from a utility supplier, such as Customer’s existing Utility, and be responsible for paying any fees and charges associated with such Supplemental Energy that the Utility may charge Customer, all without any modification to the Agreement.

Should Customer want to increase the size of the Solar System at any time during the Term, Customer shall request such increase in writing from Company and Company shall confirm such request as determined in its reasonable discretion. Such an increase in the Solar System size, will increase the Monthly Fees due hereunder by an amount determined by Company to be proportionate to the increase in size of the Solar System and the additional Service required hereunder.

On the first anniversary of the Term, if Company determines in its reasonable discretion that the Solar System was oversized as it pertains to the System Capacity actually required by Customer to meet its self-generation needs, Company will (i) decrease the System Capacity by shutting off or removing any portion of the Solar System, as determined by Company in its discretion, (ii) decrease the Monthly Fee due hereunder by an amount determined by Company to be proportionate to the decrease in size of the Solar System and the reduction in Service required hereunder (such difference between the initial Monthly Fee and the decreased Monthly Fee, the “Excess Monthly Fee”), and (iii) issue a one-time credit to Customer for the Excess Monthly Fees paid by Customer to Company during the first anniversary of the Term, which credit will be applied by Company to the succeeding invoice(s).

THE SYSTEM CAPACITY AND SIZE REFERENCED IN THE AGREEMENT IS PROVIDED FOR PURPOSES OF SIZING THE SOLAR SYSTEM TO MEET YOUR SELF-GENERATION NEEDS. AN INCREASE OR DECREASE IN THE MONTHLY FEES PURSUANT TO THIS SECTION WILL NOT BE TIED UPON ANY PARTICULAR AMOUNT OF ENERGY OUTPUT OR USAGE.

If requested by Company, any increases or decreases in the size of the Solar System pursuant to this Section will be documented in an amendment to the Agreement signed by all Parties; provided, that any adjusted Monthly Fee pursuant to this Section will be binding on Customer irrespective of such amendment.

D. Rebates & Credits

Customer agrees that any benefits, including (without limitation) any international and federal tax credits, rebates, incentives, renewable energy credits (including RECs and I-RECs), green tags, environmental attributes, carbon offsets, grants, allowances and other tax and renewable energy benefits, or certificates and credits that are in any way attributed, allocated or related to the Solar System and/or the electricity generated thereby (collectively, the “Benefits”), will be the sole property of and transferable by Company, it being agreed that Company has relied upon, among other things, receiving such Benefits in determining the Monthly Fee and entering into the Agreement. Customer agrees to execute all necessary documentation, and to reasonably cooperate with Company, so that Company can claim such Benefits, at no cost to Company. Customer will not enter into any agreement with the Utility that would entitle the Utility to claim any Benefits.

E. Taxes

Monthly Fees and any other amounts due by Customer hereunder do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”), including any Taxes imposed on account of the payment of the Monthly Fees, and all sales and use taxes. Customer is responsible for paying all Taxes under the Agreement except to the extent prohibited by applicable laws. If Company is deemed to have legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount will be invoiced to and paid by Customer upon demand. For avoidance of doubt, Customer is responsible for all property taxes on the Premises.

4. WARRANTIES

A. Company Warranties

Company represents and warrants that it will provide the Services in a professional and workmanlike manner and in compliance with all applicable laws, rules and regulations, and that it shall maintain the Solar System in good working order and repair.

B. WARRANTY DISCLAIMER

EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT WITH RESPECT TO THE SYSTEM OUTPUT GUARANTEE, COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND REGARDING THE SOLAR SYSTEM, INCLUDING ITS ACTUAL OR EXPECTED OUTPUT OR PERFORMANCE. THERE IS NO WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES ARE HEREBY DISCLAIMED. FURTHER, COMPANY DOES NOT WARRANT OR GUARANTEE (I) ANY COST SAVINGS, (II) THE EXISTENCE OR PRICING RELATED TO ANY NET METERING SERVICE FROM A UTILITY OR ANY PARTICULAR UTILITY OR GOVERNMENT INCENTIVE PROGRAM, OR (III) THE AVAILABILITY OR CUSTOMER’S ELIGIBILITY FOR ANY TAX OR OTHER STATE OR LOCAL INCENTIVES, WHICH ARE SUBJECT TO CHANGE. ACTUAL UTILITY RATES AND NET METERING BENEFITS MAY GO UP AND DOWN AND ACTUAL SAVINGS MAY VARY.

5. INDEMNITY AND LIMITATION OF LIABILITY

A. Indemnification

Customer shall indemnify and hold Company and its affiliates, members, managers, officers, and representatives (collectively, “Company Indemnified Party”) harmless against any and all claims, demands, damages, losses, liabilities, costs, reasonable attorney’s fees and expenses (collectively, “Losses”) made against or sustained by Company Indemnified Party arising from (i) Customer’s negligence or willful misconduct which results in damage to the Solar System, or Customer’s equipment, personnel or contractors, (ii) Customer’s negligent use or willful mistreatment of the Solar System or the Service, (iii) Customer’s negligence or willful misconduct in complying with their specific Utility’s privacy policy and/or terms of use, including any Utility indemnification provisions to which Customer is subject, or (iv) Customer’s breach of the Agreement. Company shall indemnify and hold Customer harmless against any and all Losses made against or sustained by Customer or the Premises arising from (i) Company’s gross negligence or willful misconduct, (ii) the mis-installation of the Solar System by Company or a contractor thereof, or (iii) Company’s breach of the Agreement. Notwithstanding anything set forth herein, a Party shall not be required to indemnify the other Party for Losses resulting from such other Party’s own fraud, negligence, or willful misconduct.

B. Insurance

It is Customer’s responsibility to determine whether installation of the Solar System will impact Customer’s existing insurance coverages. Customer shall not be entitled to receive or retain any insurance proceeds from damage or destruction to the Solar System.

C. CLASS ACTION/PRE-SUIT REQUIREMENTS

TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER (I) WAIVES ANY RIGHT CUSTOMER HAS TO BRING, OR PARTICIPATE AS A PLAINTIFF IN, A CLASS ACTION LAWSUIT AGAINST COMPANY OR ANY OF ITS AFFILIATES AND (II) AS A PREREQUISITE TO FILING ANY LAWSUIT AGAINST COMPANY OR ANY OF ITS AFFILIATES, EITHER PARTY OR ANY OF THEIR AFFILIATES SHALL FIRST MAKE A DEMAND FOR NON-BINDING MEDIATION TO RESOLVE ANY SUCH CLAIMS AND DIFFERENCES.

D. LIMITATION OF LIABILITY

COMPANY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THE AGREEMENT WILL BE LIMITED TO DIRECT, ACTUAL DAMAGES ATTRIBUTABLE TO THE EXTENT OF ITS NEGLIGENT OR WILLFUL MISCONDUCT, AND WILL TO THE FULLEST EXTENT PERMITTED BY LAW NOT EXCEED $1,000,000. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR INDIRECT LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, COST OF CAPITAL, LOSS OF GOODWILL, LOSS OF REVENUES, OR LOSS OF PROFITS, IN TORT, CONTRACT, WARRANTIES, INDEMNITY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE.

6. TERM AND TERMINATION

A. Termination for Cause

Either Party may terminate the Agreement if the other Party materially breaches any provision of the Agreement and fails to cure such breach within ninety (90) days; provided, however, that the cure period for unpaid Monthly Fees to Company shall be thirty (30) days. If Customer seeks protection under any bankruptcy, foreclosure, receivership, trust deed, creditor arrangement, composition or comparable proceeding, or if a foreclosure action is initiated against the Premises, Company shall have the option to terminate the Agreement without notice to Customer. A Party terminating the Agreement pursuant to this Section shall have the right to exercise any and all remedies available hereunder and at law, including but not limited to (with respect to Company only) removing the Solar System.

B. Survival

Upon termination or expiration of the Agreement, all rights, licenses and obligations hereunder shall cease except that Sections 1(E), 1(F), 2(D), 2(E), 2(G), 2(H)(i), 3(A), 3(B), 3(E), 3(F), 4, 5, 6, 7, 8 and 9 of these Terms and Conditions shall survive, along with any other provisions in the Agreement which pursuant to their terms contemplate performance or satisfaction after such termination.

C. Return & Removal of Solar System

At the expiration or termination of the Agreement, Customer shall surrender the Solar System in substantially the same operating order, repair, condition and appearance as it was on the date the Solar System installation was complete, reasonable wear and tear and damage by casualty excepted. If the Agreement expires or terminates (except to the extent a Purchaser (as defined below) assumes the rights and obligations of Customer hereunder pursuant to Section 7 hereof), then within sixty (60) days of expiration or earlier termination of the Agreement, Company will remove the Solar System at Company’s sole cost and expense; provided, however, that if the Agreement shall terminate as a result of Customer’s breach of the Agreement, Customer shall be responsible for the costs of removal of the Solar System from the Premises. In removing the Solar System, Company will repair any damage to Customer's roof (including ensuring the relevant portions of the roof where the Solar System was installed are watertight) directly caused as a result of the installation, maintenance, inspection, operation and removal of the Solar System. CUSTOMER MUST NOTIFY COMPANY IN WRITING OF ANY DEFICIENCIES IN SUCH REPAIRS OF CUSTOMER’S ROOF WITHIN SIXTY (60) DAYS OF REMOVAL OF THE SOLAR SYSTEM, IT BEING ACKNOWLEDGED AND AGREED BY CUSTOMER THAT THE FAILURE OF CUSTOMER TO NOTE ANY DEFICIENCIES WITHIN THE TIME PRESCRIBED HEREUNDER WILL BE DEEMED A WAIVER BY CUSTOMER OF ITS RIGHTS TO MAKE A CLAIM HEREUNDER.

D. Early Termination by Company

Company shall have the right to terminate the Agreement for any reason or no reason and without penalty or fee to Company at any time prior to Company’s completion of installation of the Solar System, upon providing prior written notice to Customer.

7. SALE OR LEASING OF PREMISES

A. Sale of Premises

Customer shall provide a minimum of thirty (30) days’ prior written notice if Customer intends or goes under contract to sell the Premises to a third-party purchaser (“Purchaser”), and such notice will contain complete contact information of Purchaser, as well as the estimated closing date of the transaction. Subject to Section 9(c), Customer will use its best efforts to transfer all of its rights and obligations under the Agreement to Purchaser in connection with the sale of the Premises; provided, that Purchaser (i) executes an agreement provided by Company (in form and substance acceptable to Company) and other documentation requested by Company, (ii) provides Company all know your customer documentation and information requested by Company, and (iii) meets Company’s credit requirements. Customer will reasonably cooperate with Company to satisfy the requirements under this Section. If Purchaser fails to comply with the requirements hereunder or if Company does not consent to the transfer to Purchaser, Company will remove the Solar System at no cost and the Agreement will terminate without further action by either Party; provided, that Customer will remain liable for any fees accrued and not paid hereunder.

B. Leasing of Premises

Customer shall provide a minimum of thirty (30) days’ prior written notice if Customer intends or goes under contract to lease (the “Lease”) the Premises to a third-party lessee (“Lessee”), and such notice will contain complete contact information of Lessee, as well as the estimated move-in date of Lessee. Customer will use its best efforts to cause Lessees to (i) execute a residential solar system lease agreement (or other similar agreement, the “Solar Lease Agreement”) with Company and all other documentation required and provided by Company (in form and substance acceptable to Company), and (ii) provide Company all know your customer documentation and information required by Company. Lessee shall meet Company’s credit requirements. If Customer or Lessee fails to comply with the requirements hereunder or otherwise required by Company, Company may remove the Solar System at no cost and terminate the Agreement without further action; provided, that Customer will remain responsible for any fees accrued and not paid hereunder. During the term of the Lease and Solar Lease Agreement, the Agreement will remain in full force and effect and Customer shall continue to be responsible for its obligations hereunder, except with respect to Customer’s obligation to pay the Monthly Fee. Customer acknowledges and agrees that a breach of the Agreement or the Solar Lease Agreement, by Lessee or any employee, contractor, agent, representative or tenant of Customer or Lessee, shall be considered a breach by Customer of the Agreement.

8. DEFAULT AND REMEDIES

Upon a default or material breach by Customer of the Agreement, Company shall have the right, amongst and in addition to all other remedies available under applicable law, to: (i) remove the Solar System from the Premises; (ii) immediately cease providing the Service; (iii) recover any past due Monthly Fees and pursue a claim for any other damages incurred by Company as a result of Customer’s failure to comply with any covenants or obligations under the Agreement; and (iv) recover its reasonable attorney’s fees and costs. The rights and remedies of Company under the Agreement are cumulative and in addition to all other rights and remedies available to Company at law or in equity and the exercise by Company of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or remedy.

9. MISCELLANEOUS

A. General

The Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, negotiations or understandings between the Parties, whether oral or written, as to the subject matter hereof. The Agreement may be executed in one or more counterparts, together constituting one and the same instrument. Execution of a PDF copy using electronic signatures shall have the same force and effect as execution of an original. The failure of either Party to enforce its rights under the Agreement at any time for any period shall not be construed as a waiver of such rights. The Company may modify these Terms and Conditions from time to time by posting the modified version of the Terms and Conditions on the T&C Website, noting the date they were last updated and notifying you pursuant to the Agreement. Any modifications will be effective upon posting of the Terms and Conditions as revised and your indicating your acceptance by electronic transmission, acknowledgement, signature or use of the Solar System and/or the Service following the posting, which will constitute your acceptance of the Terms and Conditions as modified. Except for modifications of the Terms and Conditions as described above, no modifications, consents or waivers to the Agreement will be effective unless in writing and signed by both Parties. The Agreement is governed by the laws of the state of Florida without regard to the conflicts of laws provisions thereof. Each Party consents to personal jurisdiction in the state of Florida. In the event of any litigation arising out of or related to the Agreement, the Parties agree that (i) venue shall lie exclusively in the federal and state courts of the State of Florida sitting in the County in which the Premises is located, and (ii) ALL PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIMS OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If any provision of the Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. Correspondence, notices, demands or requests (“notices”) should be sent (A) to Company at Attn: Legal Department, 2085 NW 2nd Avenue, Miami, FL 33127; Email: info@terraenergy.io; and (B) to Customer using the contact information provided by Customer under the Agreement or otherwise. All such notices must be made in writing and given by personal delivery, nationally recognized overnight courier (with all fees prepaid), electronic transmission (including, with respect to notices to Customer, via the Terra mobile application), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a notice is effective only (a) upon receipt by the receiving Party and (b) if the Party giving the notice has complied with the requirements of this Section. Any notice made in electronic form will have the same legal effect and enforceability as if made in non-electronic form.

B. Publicity and Email/Text Message Notifications

Customer hereby consents to (i) receiving email and text message notifications and (ii) inclusion of its Premises’ photograph or video, voice and general likeness in print media, radio, television, or other public-facing marketing materials or client lists as part of Company’s marketing and publishing efforts, including on Company’s websites. Company will not disclose any personal identifying information.

C. Assignment; Successors & Assigns

The Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of each of the Parties hereto. Customer may not sell, assign, delegate or otherwise transfer (whether by operation of law or otherwise) any of its rights or obligations hereunder without the prior written consent of Company. Any such attempted sale, assignment, delegation, or transfer by Customer shall be null, void and of no force or effect. Company may, without Customer’s consent, assign, sell, or transfer (whether by operation of law or otherwise) the Solar System and/or its rights and obligations under the Agreement, to any third party, for any purpose, including without limitation, for collection of unpaid amounts, financing of the Solar System’s installation, collateral assignment, or in the event of an acquisition, corporate reorganization, merger or sale of any of Company’s assets to another entity.

D. Force Majeure

Company is not responsible for any delay or failure in the performance under the Agreement if the delay or failure is due to Force Majeure. “Force Majeure” means any event, condition or circumstance beyond the reasonable control of, and not caused by, Company’s fault or negligence. Force Majeure includes, without limitation, (i) acts of God such as storms, extreme weather, hurricanes, hailstorms, tornadoes, tropical storms, thunderstorms, rainstorms, severe weather, fires, floods, lightning and earthquakes, (ii) sabotage or destruction by a third party of the Solar System, (iii) war, riot, acts of a public enemy or other civil disturbance, (iv) strike, walkout, lockout or other significant labor dispute, and (v) large-scale health crisis including, without limitation, an epidemic or pandemic. Under no circumstances will an event of Force Majeure excuse or otherwise permit the delay of a required payment under the Agreement. If the Force Majeure continues uninterrupted for a period of sixty (60) days, either Party shall have the right to terminate the Agreement without penalty upon prior written notice to the other Party.

E. Attorneys’ Fees

In the event that either of the Parties brings a claim against the other Party to the Agreement to enforce or declare any of its rights hereunder, the prevailing Party in such action shall be entitled to recover from the other Party all reasonable costs thereof, including reasonable attorneys' fees and costs incurred before and at trial and at all tribunal or appellate levels.

F. Radon Disclosure

In accordance with the requirements of Florida Statutes Section 404.056(6), the following notice is hereby given: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon testing may be obtained from your county public health unit.

G. Roof Repairs/Replacements

Should the roof at the Premises require replacement or repairs (other than as a result of the actions of Company) during the Term which require the Solar System to be removed in whole or in part, (i) Customer shall provide Company at least twenty (20) days’ written notice of the need for Company to remove the Solar System; (ii) the Term of the Agreement shall automatically extend for a period of thirty-six (36) additional months; (iii) the Monthly Fees shall continue to be due to Company during all such periods of repair and replacement; and (iv) Customer will be required to purchase Supplemental Energy as set forth herein. All costs associated with the removal of the Solar System pursuant to this subsection will be borne by Company. Should the roof type be changed or repairs or improvements are made to the Premises that result in additional costs to reinstall the Solar System, Company reserves the right to charge Customer for that additional cost which can be paid by Customer in full or divided into equal payments added to the Monthly Fees for the next thirty-six (36) month term. Customer will provide Company at least seven (7) days’ notice of the date on which Company may reinstall the Solar System; provided, however, should Customer reschedule the reinstallation more than one time or on less than seven (7) days’ notice, Company shall have the right to charge Customer a one-time re-scheduling fee of $1,000 to cover the expenses associated with reschedules, inconvenience and re-mobilization. Notwithstanding the foregoing, Company will not be required to remove and re-install the Solar System elements to accommodate a roof repair or replacement event more than one time during the Term. In the event the rooftop area requires repair or replacement more than one time during the Term, Company will have the option, in its sole discretion, to terminate the Agreement by giving Customer prior written notice.

H. Defects in Customer’s Electrical System

Customer represents and warrants to Company that (i) Customer is the owner of the Premises, (ii) if Customer is a person, Customer is at least eighteen (18) years of age, (iii) Customer has full legal authority to enter into the Agreement, (iv) if any home owner’s association approval is required, Customer has secured such approval and delivered evidence thereof to Company, (v) any other person or entity who has a fee, leasehold or similar interest in the Premises has agreed in writing to be bound by the terms of the Agreement and/or any other document requested by Company, and Customer has provided Company with such signed document(s), and (vi) Customer is unaware of any site conditions, restrictions, title defects, rights of way, easements or other encumbrances on the Premises, or construction requirements or restrictions associated with any applicable law or requirements that would (x) materially increase the cost of installing the Solar System on the Premises or would materially increase the cost of maintaining the Solar System at the Premises, (y) adversely affect the ability of the Solar System as designed to produce electricity once installed, or (z) adversely affect Customer’s ability to use, operate, and maintain the Solar System.

I. Representations and Warranties

J. Additional Disclosures and Legal Notices

See Exhibits to the Agreement.