Effective Date: February 6, 2026
1.1. These Terms & Conditions (“Agreement”) govern the use of SolaraCloud IMPACT, a software-as-a-service (SaaS) platform provided by SolaraCloud AI LLC, a Florida limited liability company (“SolaraCloud”, “we”, “us”, or “our”).
1.2. Acceptance. These Terms & Conditions are incorporated by reference into each Order Form executed between SolaraCloud AI LLC and Client. By executing an Order Form, Client agrees to be bound by these Terms & Conditions. For self-service subscriptions, clicking “I Accept” or using the Services constitutes acceptance. The date of such acceptance shall be the Effective Date.
SolaraCloud IMPACT is an AI-powered SaaS platform designed to analyze and process business data, providing AI-generated insights, summaries, and automated workflows to assist with decision-making. The platform allows users to:
SolaraCloud grants the Client a non-exclusive, non-transferable right to access and use the platform during the Subscription Term.
2.1.1. Subscription Terms. The Client shall select a subscription term (“Subscription Term”) as specified in the applicable Order Form. Available terms include three (3) months, six (6) months, and twelve (12) months, or such other term as agreed by the Parties.
2.1.2. Auto-Renewal. This Agreement will automatically renew for an additional Subscription Term of the same duration unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term.
2.1.3. No Refunds. All subscription fees are non-refundable. No refunds, credits, or pro-rata adjustments will be issued for unused portions of the Subscription Term, including in cases of early termination, cancellation, or suspension of the Client’s account.
Subscription fees include all platform hosting, cloud infrastructure, and standard support. There are no additional usage-based charges for standard platform use.
SolaraCloud may provide custom AI feature development, workflow automation, or integrations tailored to Client needs. Any such services will require a separate Statement of Work (SoW) defining scope, costs, and delivery timelines.
SolaraCloud retains ownership of all platform modifications, including custom-developed features, unless otherwise agreed in writing.
The Client shall pay the subscription fees specified in the Order Form executed by the Parties. Fees are based on the subscription plan and term length selected by the Client. Additional users may be added at the rates specified in the applicable Order Form.
3.1.1. Payment Due. All subscription fees are due in full prior to the commencement of each Subscription Term, unless otherwise specified in the Order Form. For renewal terms, payment is due no later than the first day of the renewal Subscription Term.
3.1.2. Fee Adjustments. SolaraCloud may adjust subscription fees upon renewal by providing the Client with at least thirty (30) days’ written notice prior to the start of the renewal term. If the Client does not agree to the adjusted fees, the Client may decline renewal by providing written notice of non-renewal in accordance with Section 2.1.2.
Additional development services will be billed separately at agreed hourly or fixed rates. The Client must approve a written estimate before work begins.
Subscription fees are due in full prior to the commencement of each Subscription Term as specified in Section 3.1.1. For custom development services or other non-subscription fees, invoices must be paid within thirty (30) days of the date of issue. Overdue payments will incur a finance charge of one and one-half percent (1.5%) per month on the overdue balance, or the maximum rate permitted by applicable law, whichever is less.
Subscription and service fees do not include taxes unless explicitly stated. The Client is responsible for paying all applicable taxes, including sales, use, VAT, or similar taxes, excluding taxes based on SolaraCloud’s net income.
The Client is responsible for maintaining secure credentials and ensuring only authorized personnel access the platform. SolaraCloud is not responsible for security breaches caused by weak passwords or improper credential sharing.
Clients must immediately notify SolaraCloud of any unauthorized access. SolaraCloud reserves the right to suspend accounts if unauthorized access is detected.
Client agrees not to use SolaraCloud IMPACT to:
(a) Send unsolicited bulk messages (spam) or violate CAN-SPAM, GDPR, or similar laws;
(b) Generate or distribute false, misleading, or deceptive content;
(c) Harass, defame, or infringe on the rights of any third party;
(d) Violate any applicable law or regulation;
(e) Attempt to reverse engineer, copy, or resell the platform.
SolaraCloud reserves the right to suspend or terminate accounts that violate this policy.
SolaraCloud IMPACT integrates with third-party services, including large language models, cloud infrastructure providers, and other APIs necessary to deliver the Services. SolaraCloud is responsible for maintaining its relationships with these providers. However, SolaraCloud is not responsible for the reliability, security, or performance of third-party services, and service interruptions caused by third-party providers shall not constitute a breach of this Agreement.
If SolaraCloud enables features allowing the Client to connect their own third-party tools or services to the platform, the Client assumes full responsibility for obtaining and maintaining any required licenses for such third-party software and for ensuring such integrations comply with applicable laws and third-party terms of service.
SolaraCloud may suspend services for the following reasons: (a) Non-payment beyond the due date; (b) Violation of security policies or unauthorized access attempts; (c) Violation of the Acceptable Use policy.
The Client may elect not to renew the Agreement by providing written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. Upon expiration, the Client’s access to SolaraCloud IMPACT will be terminated.
The Client may not terminate this Agreement during a Subscription Term except as provided in Section 6.3. All fees for the current Subscription Term remain due and payable, and no refunds, credits, or pro-rata adjustments will be issued for any reason, including early termination, cancellation, or account suspension.
SolaraCloud may terminate the Agreement immediately if the Client: (a) Breaches the terms and fails to remedy the breach within fifteen (15) days; (b) Becomes insolvent or enters liquidation; (c) Uses SolaraCloud for illegal activities.
Clients have thirty (30) days after termination to retrieve their data. After thirty (30) days, SolaraCloud has no obligation to retain or recover any Client data. Clients may request data extraction services for an additional fee.
All Client data processed through SolaraCloud is considered confidential. SolaraCloud will not share Client data with third parties except as required by law.
SolaraCloud implements industry-standard security protocols to protect Client data. SolaraCloud maintains SOC 2 Type II certification, demonstrating our commitment to industry-leading security, availability, and confidentiality controls. Clients remain responsible for ensuring their internal compliance with applicable privacy laws (e.g., GDPR, CCPA).
The Client retains full ownership of their uploaded data. SolaraCloud does not use Client data for training AI models or for any purpose outside the agreed services.
The Client retains all rights to any content, reports, strategies, or other outputs generated through the Client’s use of SolaraCloud IMPACT (“Outputs”). SolaraCloud claims no ownership interest in Client Outputs.
SolaraCloud does not use Client data or Client Outputs to train artificial intelligence models or for any purpose other than providing and improving the Services for that Client. For clarity, SolaraCloud may process Client data and Outputs as necessary to respond to Client requests and deliver the Services.
SolaraCloud IMPACT and its underlying software, including all intellectual property rights therein, are the exclusive property of SolaraCloud AI LLC. Clients are granted a limited, non-exclusive, non-transferable right to use the platform during the Subscription Term.
If SolaraCloud develops custom features for the Client, ownership of such features remains with SolaraCloud unless a separate agreement states otherwise.
SolaraCloud shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:
(a) Claims that the SolaraCloud platform infringes upon any third-party intellectual property rights, provided that the Client: (i) Promptly notifies SolaraCloud of the claim in writing; (ii) Grants SolaraCloud sole control over the defense and settlement negotiations; and (iii) Cooperates reasonably in defending the claim.
(b) Unauthorized access to or disclosure of Client data resulting from SolaraCloud’s gross negligence or willful misconduct.
SolaraCloud shall have no liability for infringement claims that arise from: (i) The Client’s combination of SolaraCloud services with third-party software not authorized by SolaraCloud; or (ii) The Client’s use of the platform in violation of this Agreement.
If the SolaraCloud platform is found to infringe, SolaraCloud may, at its discretion: (i) Modify the platform to make it non-infringing; (ii) Obtain the necessary rights to continue use; or (iii) Terminate the affected service and refund any prepaid but unused fees. This Section 10.1 shall be the Client’s exclusive remedy for any IP infringement claims.
The Client shall indemnify, defend, and hold harmless SolaraCloud and its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:
(a) The Client’s misuse of the platform, including unauthorized data processing or breach of applicable laws;
(b) The Client’s violation of any third-party rights, including intellectual property, privacy, and regulatory compliance;
(c) Any data, content, or materials uploaded or processed through SolaraCloud that result in legal claims;
(d) Any security breaches or unauthorized access caused by the Client’s failure to maintain proper security practices.
SolaraCloud reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to the Client’s indemnification obligations, and the Client agrees to reasonably cooperate in such defense.
SolaraCloud warrants that: (a) The Services will conform to the applicable documentation provided to the Client; (b) The Services will not knowingly transmit any malicious code or security vulnerabilities; (c) Any professional services provided will be performed promptly and professionally in accordance with good industry standards; (d) Custom development deliverables will conform to the agreed-upon specifications.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, SOLARACLOUD PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLARACLOUD DISCLAIMS ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OPERATION.
SOLARACLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY BREACHES. SOLARACLOUD SHALL NOT BE RESPONSIBLE FOR LOSS OR CORRUPTION OF DATA, DELAYS, OR ANY OTHER ISSUES RESULTING FROM THE USE OF THIRD-PARTY INFRASTRUCTURE OR CLIENT ACTIONS.
SOME JURISDICTIONS MAY NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, AND TO THAT EXTENT, THIS DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Uptime Commitment. SolaraCloud aims to maintain a monthly uptime of 99.5%, excluding planned maintenance, force majeure events, and third-party service failures.
Third-Party Dependencies. SolaraCloud relies on third-party services, including large language models (LLMs) and cloud infrastructure providers. Downtime or service interruptions caused by third-party providers are beyond SolaraCloud’s control and shall not be considered a breach of this Agreement.
Planned Maintenance & Downtime Notifications. SolaraCloud will notify Clients of scheduled maintenance at least 48 hours in advance. Emergency maintenance may be performed without prior notice if required to maintain security or functionality.
No SLA Credits. SolaraCloud does not provide service level credits.
SolaraCloud’s AI-based functionalities provide insights and suggestions based on available data. The Client is solely responsible for validating AI-generated recommendations. SolaraCloud does not guarantee the accuracy, completeness, or reliability of AI-generated outputs. The Client assumes full responsibility for evaluating and acting upon AI-generated insights.
To the fullest extent permitted by applicable law, SolaraCloud’s total liability for any claim arising from or related to this Agreement shall not exceed the total amount of fees paid by the Client to SolaraCloud in the twelve (12) months preceding the event giving rise to the claim.
Under no circumstances shall either party (including its affiliates, officers, employees, or agents) be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost business opportunities, lost revenue, loss of data, or business interruptions, even if advised of the possibility of such damages.
SolaraCloud shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, cyberattacks, government actions, labor disputes, third-party infrastructure failures, or acts of God.
Some jurisdictions do not allow the exclusion or limitation of certain liabilities. In such cases, SolaraCloud’s liability shall be limited to the maximum extent permitted by law.
SolaraCloud may reference customer names in marketing materials only with prior written consent from the Client. Customers must provide explicit consent before SolaraCloud publicly publishes the customer’s testimonials or case studies.
14.1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to conflict of law principles.
14.2. Small Claims Court. Either party may bring claims in small claims court if the claims qualify for small claims court jurisdiction in the applicable venue.
14.3. Arbitration. All disputes not subject to small claims court shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in the State of Florida, United States. The arbitration shall be conducted by a single arbitrator. The arbitrator’s decision shall be final and binding on both parties.
14.4. Costs. Each party shall bear its own costs of arbitration. The arbitrator’s fees and administrative costs shall be split equally between the parties unless otherwise determined by the arbitrator.
14.5. Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
15.1. Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of SolaraCloud. Any attempted assignment in violation of this provision shall be null and void.
15.2. Independent Contractors. The parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employer-employee relationship between SolaraCloud and the Client.
15.3. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights. Any waiver must be in writing and signed by an authorized representative of the waiving party.
15.4. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the intended purpose.
15.5. Force Majeure. Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, government restrictions, labor strikes, or third-party service failures.
15.6. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by confirmed email; or (c) three (3) business days after being sent by certified mail, return receipt requested. Notices to SolaraCloud shall be sent to the address specified in the Order Form or such other address as SolaraCloud may designate in writing.
15.7. Entire Agreement. This Agreement, together with any Order Forms and Statements of Work executed by the parties, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or communications, whether written or oral, regarding the subject matter herein.
15.8. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.
15.9. Amendments. SolaraCloud may update these Terms & Conditions from time to time. Material changes will be communicated to Clients at least thirty (30) days before taking effect. Continued use of the Services after such changes constitutes acceptance of the updated Terms & Conditions.
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Last Updated: February 2026
SolaraCloud AI LLC
A Florida Limited Liability Company