Terms of Use

Effective date: October 1st, 2024

Welcome to Terra Solar. Please read on to learn the rules and restrictions that govern your use of our website(s),applications, and services (the “App”). If you have any questions, comments, or concerns regarding these terms or the App, please contact us at:

Email:hello@terraenergy.io

Phone: +1 305-260-7000

Address: 2085 NW 2nd Ave, Miami, Florida 33127

These Terms of Use (the “Terms”) are a binding contract between you and TERRA SOLAR U.S., LLC (“Terra Solar,” “we” and “us”). Your use of the App in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the App. These Terms include the provisions in this document as well as those in the Privacy Policy[https://terraenergy.io/privacypolicy] and any other relevant policies[https://terraenergy.io/privacypolicy]. Your use of or participation in certain App may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such App, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about App provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR APP ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE APP IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our App, so these Terms may need to change along with our App. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://terraenergy.io/, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the App. If you use the App in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Terra Solar takes the privacy of its users very seriously. For the current Terra Solar Privacy Policy, please click here[https://terraenergy.io/privacypolicy].

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the App or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at hello@terraenergy.io.

What are the basics of using Terra Solar?

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the App and have gotten your parent or guardian to agree to these Terms on your behalf).

You will only use the App for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the App is prohibited by applicable laws, then you aren’t authorized to use the App. We can’t and won’t be responsible for your using the App in a way that breaks the law.

What about messaging?

As part of the App, you may receive communications through the App, including messages that Terra Solar sends you (for example, via email or SMS).

Are there restrictions in how I can use the App?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the App, or otherwise use or interact with the App, in a manner that:

(a) infringes or violates the intellectual property rights or any other rights of anyone else (including Terra Solar);

(b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Terra Solar;

(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d) attempts, in any manner, to obtain the password, account, or other security information from any other user;

(e) violates the security of any computer network, or cracks any passwords or security encryption codes;

(f) runs Maillist, Listserv, any form of auto-responder or “spam” on the App, or any processes that run or are activated while you are not logged into the App, or that otherwise interfere with the proper working of the App (including by placing an unreasonable load on the App’ infrastructure);

(g) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the App or Content (through use of manual or automated means);

(h) copies or stores any significant portion of the Content; or

(i) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the App.

A violation of any of the foregoing is grounds for termination of your right to use or access the App.

What are my rights in the App?

The materials displayed or performed or available on or through the App, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the App, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Terra Solar's) rights.

Subject to these Terms, we grant each user of the App a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the App. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the App is expressly prohibited without prior written permission from us. You understand that Terra Solar owns the App. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the App. The App may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Who is responsible for what I see and do on the App?

Any information or Content publicly posted or privately transmitted through the App is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the App. We can’t guarantee the identity of any users with whom you interact in using the App and are not responsible for which users gain access to the App.

You are responsible for all Content you contribute, in any manner, to the App, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The App may contain links or connections to third-party websites or App that are not owned or controlled by Terra Solar. When you access third-party websites or use third-party App, you accept that there are risks in doing so, and that Terra Solar is not responsible for such risks.

Terra Solar has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the App. In addition, Terra Solar will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the App and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the App, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the App, including payment and delivery of goods or App, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Terra Solar shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or App, or between users and any third party, you agree that Terra Solar is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Terra Solar, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our App. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will Terra Solar ever change the App?

We’re always trying to improve our App, so they may change over time. We may suspend or discontinue any part of the App, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the App. We’ll try to give you notice when we make a material change to the App that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the App at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Does the App cost anything?

The App are currently free, but we reserve the right to charge for certain or all App in the future. We will notify you before any App you are then using begin carrying a fee, and if you wish to continue using such App, you must pay all applicable fees for such App.

You may make payment for the other paid-services (the “Paid Services.”) of Solar Terra by using the App. These payments are subject to the agreements you have with Solar Terra for the Paid Services (the “Paid Services Agreement”). If you make payment of the Paid Services through the App, the processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to the Paid Services Agreement. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

What if I want to stop using the App?

You’re free to do that at any time; please refer to our Privacy Policy[https://terraenergy.io/privacypolicy], as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our App.

Terra Solar is also free to terminate (or suspend access to) your use of the App for any reason in our discretion, including your breach of these Terms. Terra Solar has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What about Mobile Applications?

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

I use the Terra Solar App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the App, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

(a) Both you and Terra Solar acknowledge that the Terms are concluded between you and Terra Solar only, and not with Apple, and that Apple is not responsible for the Application or the Content;

(b) The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the App for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the App;

(d) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support App with respect to the Application;

(e) In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

(f) You acknowledge and agree that Terra Solar, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;

(g) You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Terra Solar, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; (h) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

(i) Both you and Terra Solar acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and

(j) Both you and Terra Solar acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

Can I refer other users?

From time to time Terra Solar may offer rewards or incentives for referring others to the App. For details of any current referral offers, please contact our sales department. The referring user (“Referrer”) may refer individuals or entities who are neither current customers of Terra Solar nor registered users of the App (“Referee”). A registered user is a person or entity that already has an existing account with Terra Solar. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Terra Solar reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Terra Solar's discretion for any reason or for no reason whatsoever. If Terra Solar determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Terra Solar reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by Terra Solar to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the App or presented in connection with the special offer.

What else do I need to know?

Warranty Disclaimer.

Terra Solar and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Terra Solar and all such parties together, the “Terra Solar Parties”) make no representations or warranties concerning the App, including without limitation regarding any Content contained in or accessed through the App, and the Terra Solar Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the App or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the App. The Terra Solar Parties make no representations or warranties regarding suggestions or recommendations of App or products offered or purchased through or in connection with the App. THE SERVICES AND CONTENT ARE PROVIDED BY TERRA SOLAR (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE TERRA SOLAR PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO TERRA SOLAR IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity.

You agree to indemnify and hold the Terra Solar Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services, and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment.

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Terra Solar's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law.

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Florida, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Terra Solar and limits the manner in which you can seek relief from Terra Solar. Both you and Terra Solar acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Terra Solar's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Miami-Dade County. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Terra Solar will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Terra Solar will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or Terra Solar may assert claims, if they qualify, in small claims court in Miami-Dade County or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND TERRA SOLAR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Terra Solar are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Terra Solar over whether to vacate or enforce an arbitration award, YOU AND TERRA SOLAR WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Terra Solar is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 2085 NW 2nd Ave, Miami, Florida 33127 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Terra Solar to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Terra Solar agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Miami-Dade County, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Terra Solar.

Miscellaneous.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Terra Solar may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Terra Solar agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Terra Solar, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Terra Solar, and you do not have any authority of any kind to bind Terra Solar in any respect whatsoever.

Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and Terra Solar agree there are no third-party beneficiaries intended under these Terms.