Terms and Conditions

If the System generates more Electricity than you consume at any moment, then the excess Electricity generated by the System may be sent to the electrical grid and your Utility may provide a bill credit or energy credit to you for such electricity sent to the grid through the Utility’s net metering or similar program (“Net Metering Program”). You acknowledge that the availability of the Net Metering Program is subject to the terms and conditions set by your Utility and applicable law, your on-time payments with your Utility and us, and will likely change from time to time in the future. If you modify the name or account details with your Utility, then your System’s interconnection, the lease of the System, our Services, and the availability of the Net Metering Program may be adversely affected. You are responsible to continue to pay the Monthly Payment during any period of System disconnection or interruption of Electricity service. You agree to provide all documentation and information required by the Utility or us to facilitate the installation, interconnection, and activation of the System and qualification for any available Net Metering Program. NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT, WE DO NOT GUARANTEE THE EXISTENCE, AVAILABILITY, ELIGIBILITY, OR PRICING RELATED TO A NET METERING PROGRAM.

This Agreement is for the leasing of the System and the provision of the Services associated with the System installed on your Property. Nothing in this Agreement is or shall be construed to be a sale of the System or the System Interests. We own and hold all property rights in (a) the System; (b) any credits, rebates, incentives, allowances, tax benefits, or certificates that are attributed, allocated, or related to the System, the Electricity, or environmental attributes associated with it; and (c) any rights associated with the programs involving the System’s connection to the electrical grid (together, the “System Interests”). Other than your leasehold rights to the System and your right to receive the Services from us and the Electricity generated by the System, you have no rights to the System Interests, and you hereby disclaim and waive all right, title, and interest in the System and the System Interests. Further, you agree to assign, transfer, and take all steps reasonably required to ensure the System Interests remain the sole personal property of Terra. If we request, you agree to execute all documents to evidence that we are the exclusive owner of the System and the System Interests. You agree to keep the System and System Interests free from all liens, security interests, and encumbrances of any type. By entering into this Agreement, you will host a System that generates clean electricity, but Terra, and not you, will own the right to claim the clean energy attributes of the electricity, such as Renewable Energy Credits (“RECs”) because we own the System. Terra is not a utility, retail electric provider, or public service company.

Each Party agrees that the System and the System Interests are, and will at all times remain and retain the characterization and legal status of, “personal property” and constitute “goods” (as those terms are defined in Article 9 of the Uniform Commercial Code) owned exclusively by Terra. The System is not a “fixture”, “component”, “component part”, or any part of the “real property” associated with the Property (as those terms may be defined by applicable law).

We will not place a lien on your Property; however, you authorize us to make filings and recordings with governmental authorities to provide notice of our ownership of the System and our interest in the System Interests (“Notice of Ownership”). For example, you agree that we may record, at our cost, a Notice of Ownership in the real property records where your Property is located. Upon termination of this Agreement, we will terminate the Notice of Ownership. For California customers, you understand and agree that we are required to file a Notice of an Independent Solar Energy Producer Contract under California Public Utilities Code Section 2869.

From time to time throughout the Term, we may choose to modify certain components of the System (at our sole cost and in our sole discretion) if we determine that the modification will improve performance of the System or otherwise improve our Services to you under this Agreement. You hereby agree and consent to such modifications and agree to cooperate with us. For the avoidance of doubt, you are not entitled to any upgrade or modification during the Term.

You represent, warrant, and agree that each of the following is true and correct, and will remain true and correct throughout the Initial Term:

You are responsible to ensure that your Property (including all electrical systems and the roof) is maintained in good condition and repair and in compliance with all permits, codes, and ordinances. You agree to provide a safe and secure work environment for us and the Contractor while on your Property. You are responsible for any damage or loss to the Property, your personal property, belongings, or fixtures caused by: (a) snow falling from your roof; (b) other natural events or acts of god outside our reasonable control; or (c) your Property not complying with applicable law. You agree to confirm with your roofer and/or builder of the Property concerning any impact the System may have on your roof’s existing warranty (if any). We do not assume any liability with respect to your roof or any warranty related to your roof.

You grant to Terra (and our agents, contractors, and other representatives) and the Contractor the right to enter and use your Property to survey the roof and your home’s electrical systems, use, operate, and maintain the System, exercise rights and duties under the Agreement, remove the System pursuant to this Agreement, and to take any other action reasonably necessary under this Agreement or allowed under applicable law. The foregoing rights of access to your Property shall constitute a license coupled with an interest and will be irrevocable until ninety (90) days after this Agreement terminates. Prior to accessing your Property, we will use reasonable efforts to notify you; provided, however, you agree that notice to you and your consent are not required for us to enter the Property to access exterior portions of your home, subject to the terms of this Agreement. IT IS NOT LEGAL FOR US TO ENTER YOUR PREMISES UNLAWFULLY OR COMMIT ANY BREACH OF THE PEACE TO REMOVE THE SYSTEM.

You agree that the roof on your Property currently has unobstructed access to sunlight reasonably sufficient to support the System. You agree that the System’s unobstructed access to sunlight is essential to us and is a material inducement to our entering into this Agreement. You agree to take all actions necessary to keep the System’s access to sunlight the same as existed on the Transaction Date, including (without limitation): (i) you will not alter or allow your Property to be altered in any way that would obstruct sunlight; (ii) at your cost, you will trim all trees and foliage to maintain the sunlight and sun exposure at your Property as of the Transaction Date; and (iii) you will not take or authorize other persons to take any action on the Property that results in the emission of particulate matter, smoke, or other airborne impediments to sunlight. Your failure to comply with this Section 10 is a Customer Default and you will no longer be entitled to the Performance Guarantee or the Savings Guarantee pursuant to Exhibit D of the Agreement.

In order for us to provide the Services and lease the System to you, we need to be able to remotely monitor the System. To be able to remotely monitor the System, you must maintain continuous access to a functioning broadband internet connection. We may elect to install one or more cellular or satellite gateways to allow for independent communication with the remote monitoring platform. You consent and agree to our use of your broadband internet and the installation of our own communication gateways. You hereby grant to us the right to collect and monitor your Property’s energy consumption data in addition to the System’s performance data. You may access your consumption and System’s performance data as part of the Services through the Terra Customer Account Center, available at: https://app.terraenergy.io/.

You agree to respond promptly when we need information or cooperation from you. You shall promptly notify us if: (a) you notice any person or thing interfering with the operation of the System; (b) your Property has any ordinance or permit violations or encumbrance that may prevent proper System permitting or operation; (c) you take any emergency action with respect to the System; (d) you become insolvent or anticipate filing for bankruptcy; (e) you become delinquent on your mortgage payments and/or property taxes such that it is reasonably foreseeable that your Property may be foreclosed; or (f) you receive or otherwise acquire any System Interests, including any incentive payments. In the event of an emergency affecting the System, you shall contact us immediately. If we are unable to timely respond, you may (at your own expense and risk) contract with a licensed and qualified solar installer to remove the System as necessary to make repairs required by the emergency. You shall be responsible for any damage to the System that results from actions taken by you or the contractor you engage pursuant to this Section 12.

You will not be responsible for any personal property taxes assessed (other than any applicable sales tax) on the System; provided, however, you are responsible for all real property taxes associated with the Property. The Monthly Payments do not include sales tax. You are responsible for paying all sales, franchise, or other ad valorem taxes associated with this Agreement and the System. You may be eligible for an exemption from any increase to real property taxes on your Property associated with the System. It is your responsibility to manage issues associated with property tax assessments.

If you need to repair your roof or other parts of your Property, or any person requires any change to the System, we will remove the System if you give us at least ninety (90) days’ notice. We will be responsible to cover the cost of our labor, equipment, and overhead costs to remove and reinstall the System. As a condition of us paying for the costs to remove and reinstall the System, you agree (i) to extend the Initial Term of the Agreement by an additional thirty-six (36) months; and (ii) the Early Termination Option set forth in Section 3(c)(iii) of the Agreement will be extended by an additional thirty-six (36) months. You may be required to safely store the System after we remove it. For up to ninety (90) days after such removal, you will not be required to pay the Monthly Payments. However, if for any reason, the System is not reinstalled on your Property within ninety (90) days after removal, then you agree that you will be required to continue to pay the Monthly Payments. The rights and obligations to temporarily remove, store, and reinstall the System under this Section 14 solely relate to a temporary circumstance where you need to repair your roof or other parts of your Property.

Contractor is solely responsible for the installation of the System pursuant to the Installation Agreement. Subject to the terms of the Installation Agreement, Contractor will repair any actual damage to your roof directly caused by Contractor or its personnel in the installation of the System. You agree to promptly notify us and the Contractor of any leak or issues pertaining to your roof immediately after you become aware of such leak or issue. It is your responsibility to confirm that the installation of the System does not void or affect any builder or roof warranties relating to your Property. You should consider the age and remaining life of your roof prior to installing the System. Replacement of your roof will require reinstallation of the System as provided in Section 14 above.

What is mediation?

Mediation is an informal negotiation assisted by a neutral third party (the mediator). Pursuant to the Parties’ Agreement, mediation is a precondition to any arbitration.

What is arbitration?

An alternative to a court case. In arbitration, a third-party arbitrator (“TPA”) resolves “Disputes” in a hearing. It is less formal than a court case.

Is arbitration different from court and jury trials?

Yes. The hearing is private. There is no jury. It is usually less formal, faster, and cheaper than a lawsuit. Pre-hearing fact finding (called “discovery”) is limited. Appeals are limited. The TPA’s findings are binding, and courts rarely overturn arbitration awards.

What does this cover?

All Disputes arising out of or in relation to this Agreement or the relationship between you and us. This means all disputes that would usually be decided in court and are between us (or any Related Party) and you, including without limitation all claims related to or arising out of this Agreement, the System, or our relationship with you (“Disputes”). Related Parties are your and our respective parents, subsidiaries, affiliates, agents, predecessors, successors, and assignees, as well as anyone residing in or having an ownership interest in the Property. Disputes include claims related to amendments, any work performed at your Property after installation is completed including but not limited to removal of the System, collections, privacy and customer information, and claims related to the validity of any part of this Agreement. In short, Disputes has the broadest reasonable meaning.

What does this not cover?

Some issues cannot be arbitrated under this Agreement. Claims seeking individualized relief may be brought in small claims court, so long as the action remains in that court and is not removed or appealed to a court of general jurisdiction, in which case the claim must be arbitrated.

Who handles the proceeding?

The arbitration company will be the AAA, 1.800.778.7879, www.adr.org. If the AAA is unavailable or unwilling to administer arbitrations consistent with this Section 16(d) another arbitration provider will be chosen by the Parties or, if there is no agreement, by a court.

What are the arbitration rules?

Those in this clause along with the AAA Rules. Arbitrations are conducted under this Section 16(d), and the applicable AAA Rules in effect at the time the arbitration is commenced. This Agreement is also subject to the AAA Consumer Arbitration Rules pursuant to the Consumer Due Process Protocol, which set forth certain protections to you (including a maximum filing fee). Any other arbitration rules that conflict with this clause do not apply. For a copy of the AAA Rules, please visit www.adr.org.

Where will the arbitration hearing be held?

In the county where your Property is located, or another location agreed upon by the Parties. If the Parties do not agree to the locale where the hearing is to be held, the AAA will determine the location of the hearing. You can find more information in the AAA Policy on Consumer Arbitrations, which is available here - https://www.adr.org/consumer.

Am I giving up any rights?

Yes. For Disputes subject to this Section 16(d), you give up your right to: (1) have juries decide Disputes; (2) have courts decide Disputes; (3) serve as a private attorney general or in a representative capacity; (4) join a Dispute you have with a dispute by other consumers; (5) bring or be a class member in a class action or class arbitration; and (6) seek relief affecting other consumers. You and Terra both still have the right to bring claims in small claims court.

Can I or another consumer start class arbitration or seek relief affecting other consumers?

No. AAA is not allowed to handle any Dispute between the Parties on a class or representative basis. All Disputes subject to this clause must be decided in an individual arbitration. And the arbitrator may award relief (including monetary, declaratory, or injunctive relief) only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. If, after exhaustion of all appeals, a court rules that any of these prohibitions on non-individualized proceedings or relief is unenforceable with respect to a particular claim or particular request for relief, then that claim or request for relief will be decided by a court after all other issues are arbitrated.

What law applies?

The Federal Arbitration Act (“FAA”). This Agreement involves interstate commerce. Thus, the FAA applies. Except as provided in the paragraph above (requiring individual arbitration), the arbitrator shall apply the same substantive law that a court would apply and can award the same individualized remedies (including punitive and statutory damages and statutory attorney’s fees and costs) that a court could award under applicable law and this Agreement. The arbitrator must honor statutes of limitation and privilege rights. As in court, you and Terra agree that any counsel representing someone in arbitration certifies that they will comply with the requirements of Federal Rule of Civil Procedure 11(b), including a certification that the claim or the relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions available under that rule, the AAA Rules, or applicable federal or state law against all appropriately represented parties and counsel. The arbitrator may consider rulings in arbitrations involving other customers, but an arbitrator’s ruling is not binding in proceedings involving other customers.

Who pays the fees for arbitration?

The AAA Rules in effect at the time will govern the allocation of AAA filing, administration, case-management, hearing, and arbitrator fees (“AAA Fees”). If you initiate an arbitration, you will be required to pay the AAA filing fee. So long as you have fully complied with the requirements set forth in this Section 16(d), we will pay the remaining AAA Fees. However, if the arbitrator finds that you or your attorney violated the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all AAA Fees will be governed by the AAA Rules (including its rules regarding frivolous claims), and you agree to reimburse us for any amounts we paid on your behalf that you are obligated to pay under the AAA Rules.

Can I make this clause ineffective?

No. This clause stays in force even if you: (1) cancel or terminate this Agreement; (2) breach, default, or renew; or (3) go into or through bankruptcy or other insolvency.

Does this apply after termination?

Yes. This clause will remain in effect for Disputes that commence even after the Agreement has terminated.