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SolaraCloud IMPACT Terms & Conditions

1. Agreement Scope & Auto-Renewal

1.1. These Terms & Conditions (“Agreement”) govern the use of SolaraCloud IMPACT, a software-as-a-service (SaaS) platform provided by SolaraCloud AI LLC

1.2. By using SolaraCloud IMPACT, the Client agrees to these terms.

2. Services Provided

2.1. Subscription-Based Services:

  • 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:
    • Upload, store, and process data through AI-driven tools.
    • Interact with AI models that generate insights, analyze trends, and provide recommendations.
    • Integrate with third-party business tools and cloud services for enhanced functionality.
  • SolaraCloud IMPACT grants the Client a non-exclusive, non-transferable right to access and use the platform.
  • Subscription fees are based on the chosen Plan and may include additional charges for extra users or extra tokens volumes. Subscription fees are billed either monthly or annually in advance, as agreed. Access to the platform is granted only after successful payment is processed via the Client’s stored payment method for the selected billing cycle
  • The Client agrees to prepay for the selected billing cycle (annual or monthly) before receiving access to the platform.
  • In case of Annual Subscription this Agreement will automatically renew for an additional 12-month period unless the Client cancels the subscription through the SolaraCloud IMPACT subscription management interface at least 30 days prior to the end of the current term. Cancellations submitted via email or other methods are not valid unless expressly confirmed in writing by SolaraCloud AI LLC
  • In case of Monthly Subscription this Agreement will automatically renew on a month-to-month basis unless the Client cancels the subscription through the SolaraCloud IMPACT subscription management interface at least 5 days prior to the start of the next billing cycle. Cancellations submitted via email or other methods are not valid unless expressly confirmed in writing by SolaraCloud AI LLC.

2.2 Cloud Hosting & Infrastructure

  • SolaraCloud IMPACT relies on third-party cloud infrastructure to provide its services.
  • SolaraCloud IMPACT does not guarantee uninterrupted access due to potential third-party provider outages.
  • Client is responsible for maintaining compliance with their own data processing policies.

2.3. Custom Development Services:

  • SolaraCloud AI LLC 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.

2.4. Ownership of Modifications:

  • SolaraCloud IMPACT retains ownership of all platform modifications, including custom-developed features.

3. Fees & Payment Terms

3.1. Subscription Fees:

  • The Client shall pay monthly or annually in advance according to the pricing model agreed upon.
  • Subscription fees will be automatically charged to the payment method on file, as provided by the Client through the SolaraCloud IMPACT subscription management interface.
  • SolaraCloud AI LLC reserves the right to adjust subscription fees with 30 days’ written notice. Continued use after the notice period constitutes acceptance of new pricing.
  • The Client is responsible for always maintaining valid and up-to-date billing information.
  • No refunds or credits are issued for unused portions of the subscription period.

3.2. Custom Development Fees:

  • Additional development services will be billed separately at agreed hourly or fixed rates.
  • The Client must approve a written estimate before work begins.

3.3. Payment Terms:

  • Subscription fees are automatically charged to the Client’s payment method on file at the beginning of each billing cycle, according to the selected monthly or annual plan.
  • Access to SolaraCloud IMPACT will only be granted after successful payment processing.
  • The Client is responsible for maintaining a valid and up-to-date payment method within the SolaraCloud IMPACT subscription management interface.
  • If a payment fails, SolaraCloud AI LLC reserves the right to retry the charge and may suspend access until payment is successfully processed.

3.4. Taxes:

  • Subscription and service fees do not include taxes unless explicitly stated.
  • The Client is responsible for paying all applicable taxes.

4. User Responsibilities & Security

4.1. Account Management:

  • The Client is responsible for maintaining secure credentials and ensuring only authorized personnel access the platform.
  • SolaraCloud IMPACT is not responsible for security breaches caused by weak passwords or improper credential sharing.

4.2. Unauthorized Access & Security Violations:

  • Client must notify SolaraCloud AI LLC of any suspected security breach within 24 hours. Failure to provide timely notice releases SolaraCloud AI LLC from any liability related to the breach.
  • SolaraCloud AI LLC reserves the right to suspend accounts if unauthorized access is detected.

4.3. Usage Restrictions

  • Client shall not: (a) reverse engineer, decompile, or attempt to discover source code; (b) use the platform for competitive analysis or to build competing products; (c) exceed usage limits or attempt to circumvent technical restrictions; (d) resell or sublicense access without written permission.

 

5. Third-Party Services Disclaimer

  • SolaraCloud IMPACT may integrate with third-party services (e.g., APIs, databases).
  • SolaraCloud AI LLC is not responsible for the reliability, security, or performance of third-party services.
  • The Client assumes full responsibility for any third-party software licenses used within SolaraCloud IMPACT.

6. Suspension & Termination Conditions

6.1. Account Suspension:

SolaraCloud AI LLC may suspend services for the following reasons:

  • Non-payment beyond the due date.
  • Violation of security policies or unauthorized access attempts.

6.2. Termination by Client:

  • The Client may terminate the subscription at any time by canceling through the SolaraCloud IMPACT subscription management interface. For annual subscriptions, cancellation must occur at least 30 days prior to the renewal date to avoid being charged for the next 12-month term. For monthly subscriptions, cancellation must occur at least 5 days before the next billing cycle. Cancellations submitted by other means are not valid unless expressly confirmed in writing by SolaraCloud AI LLC.
  • Fees remain non-refundable, including prepaid amounts.

6.3. Termination by SolaraCloud AI LLC:

SolaraCloud AI LLC may terminate the Agreement immediately if the Client:

  • Breaches the terms and fails to remedy the breach within 15 days.
  • Becomes insolvent or enters liquidation.
  • Uses SolaraCloud IMPACT for illegal activities.

7. Post-Termination Data Handling

  • Clients have 30 days after termination to retrieve their data.
  • After 30 days, SolaraCloud AI LLC has no obligation to retain or recover any Client data.
  • SolaraCloud AI LLC may immediately delete all Client data upon termination for cause (including security violations). For other terminations, data will be available for 30 days, after which it will be permanently deleted without notice.
  • Clients may request data extraction services for an additional fee.

8. Confidentiality & Data Privacy

8.1. Confidential Information:

  • All Client data processed through SolaraCloud IMPACT is considered confidential.
  • SolaraCloud AI LLC will not share Client data with third parties except as required by law.

8.2. Security Measures:

  • SolaraCloud IMPACT implements industry-standard security protocols to protect Client data.
  • Clients remain responsible for ensuring their internal compliance with applicable privacy laws (e.g., GDPR, CCPA).

8.3. Data Ownership:

  • The Client retains full ownership of their uploaded data.
  • SolaraCloud AI LLC does not use Client data for training AI models or for any purpose outside the agreed services.

9. Intellectual Property

9.1. Platform Ownership:

  • SolaraCloud IMPACT and its underlying software are the intellectual property of SolaraCloud AI LLC.
  • Clients are granted a limited right to use the platform during the subscription period.

9.2. Custom Developments & IP Rights:

  • If SolaraCloud AI LLC develops custom features for the Client, ownership of such features remains with SolaraCloud AI LLC unless a separate agreement states otherwise.

10. Indemnification

10.1. By SolaraCloud AI LLC:

SolaraCloud AI LLC agrees to indemnify and defend the Client against any third-party claims that the unmodified SolaraCloud IMPACT platform, as provided by SolaraCloud AI LLC, directly infringes upon U.S. intellectual property rights, provided that:

  • The Client promptly notifies SolaraCloud AI LLC in writing of the claim.
  • Grants SolaraCloud AI LLC sole control over the defense and any settlement negotiations; and
  • Provides reasonable cooperation in connection with the defense of the claim.

This indemnity shall not apply to claims arising from:

  • The Client’s use of the platform in combination with unauthorized third-party software or services.
  • Modifications not made or authorized in writing by SolaraCloud AI LLC.
  • Use of the platform in violation of this Agreement.

In the event that the SolaraCloud IMPACT platform is found, or in SolaraCloud AI LLC’s reasonable opinion is likely to be found, to infringe upon third-party intellectual property rights, SolaraCloud AI LLC may, at its sole discretion and expense:

  • Modify the platform to make it non-infringing.
  • Obtain the necessary rights for the Client to continue using the platform; or
  • Terminate the affected service and refund any prepaid but unused subscription fees.

SolaraCloud AI LLC further agrees to indemnify and defend the Client against unauthorized access to or disclosure of Client data resulting solely from SolaraCloud AI LLC’s gross negligence or willful misconduct.

This Section constitutes the Client’s exclusive remedy for any claims of intellectual property infringement or data breach arising from the use of SolaraCloud IMPACT.

10.2. By the Client:

The Client shall indemnify, defend, and hold harmless SolaraCloud AI LLC 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:

  • The Client’s misuse of the platform, including unauthorized data processing or breach of applicable laws.
  • The Client’s violation of any third-party rights, including intellectual property, privacy, and regulatory compliance.
  • Any data, content, or materials uploaded or processed through SolaraCloud IMPACT that result in legal claims, including claims of defamation, copyright infringement, or privacy violations.
  • Any security breaches or unauthorized access caused by the Client’s failure to maintain proper security practices (e.g., weak passwords, improper credential sharing).

SolaraCloud AI LLC 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.

This indemnification shall survive termination of this Agreement and includes any claims arising from Client’s breach of this Agreement.

11. Warranty

11.1 SolaraCloud AI LLC warrants that:

  • The Services will conform to the applicable documentation provided to the Client.
  • The Services will not knowingly transmit any malicious code or security vulnerabilities.
  • Any professional services provided will be performed promptly and professionally in accordance with good industry standards.
  • Custom development deliverables will conform to the agreed-upon specifications.

11.2 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED ABOVE, SolaraCloud AI LLC PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLARACLOUD IMPACT 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 AI LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY BREACHES. SOLARACLOUD IMPACT 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.

11.3 Service Level Agreement (SLA) & Availability

  • Uptime Commitment

SolaraCloud IMPACT aims to maintain a monthly uptime of 99.5%, excluding planned maintenance, force majeure events, and third-party service failures.

  • Third-Party Dependencies

SolaraCloud IMPACT 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 AI LLC’s control and shall not be considered a breach of this Agreement.

  • Planned Maintenance & Downtime Notifications

SolaraCloud AI LLC 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 IMPACT does not provide service level credits

11.4 AI-Specific Disclaimer

SolaraCloud IMPACT’s AI-based functionalities provide insights and suggestions based on available data. The Client is solely responsible for validating AI-generated recommendations. SolaraCloud IMPACT 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.

12. Limitation of Liability

12.1 Liability Cap

To the fullest extent permitted by applicable law, SolaraCloud AI LLC ‘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 AI LLC in the 12 months preceding the event giving rise to the claim.

12.2 Exclusion of Indirect Damages

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.

12.3 No Liability for Uncontrollable Events

SolaraCloud AI LLC 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.

12.4 Confirming No Refunds for Third-Party Failures

No refunds or service credits will be provided for third-party service disruptions

12.5 Certain Exclusions May Not Apply

Some jurisdictions do not allow the exclusion or limitation of certain liabilities. In such cases, SolaraCloud AI LLC’s liability shall be limited to the maximum extent permitted by law.

13. Marketing & Public Announcements

  • SolaraCloud AI LLC may reference Clients names or logos in marketing materials. Clients may opt out of name or logo use in public-facing materials by submitting a written request to SolaraCloud AI LLC.
  • Customers must provide explicit consent before SolaraCloud IMPACT publicly publishes the customer’s testimonials, or case studies.

14. Governing Law & Dispute Resolution

  • This Agreement will be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles.

 

  • Any disputes arising from or related to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be seated in Florida, and the parties agree to conduct the arbitration remotely unless otherwise mutually agreed.

 

  • Each party waives any right to bring claims in court, except to (i) enforce an arbitration ruling or (ii) seek injunctive or equitable relief in the state or federal courts located in Florida, to which both parties consent to exclusive jurisdiction and venue.

 

  • 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

15. General Provisions

15.1 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of SolaraCloud AI LLC. 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 AI LLC 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 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or communications, whether written or oral, regarding the subject matter herein.

15.7 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights.

5.1 Subprocessor Oversight:
SolaraCloud AI LLC maintains due diligence and security assessments for all critical subprocessors and cloud vendors. Subprocessors are contractually obligated to meet security and privacy obligations consistent with those outlined in this Agreement.

8.4 Data Subject Rights:
SolaraCloud AI LLC will reasonably assist clients in responding to data subject requests under applicable data protection laws, including access, correction, and deletion of personal data, in accordance with GDPR and similar frameworks where applicable.

Alternative Remedy:
Although SolaraCloud IMPACT does not offer SLA credits, Clients experiencing service disruptions may contact support for escalation and prioritized resolution.

15.10 Contact Information:
Clients may report security concerns or request compliance documentation by contacting compliance@solaracloud.ai.

15.9 Security Program:
SolaraCloud IMPACT maintains an internal information security program aligned with industry standards and SOC 2 Type II controls. This program includes access controls, encryption, logging, intrusion detection, and annual risk assessments.

15.8 Audit Rights:
SolaraCloud AI LLC shall make available, upon reasonable request and under appropriate confidentiality terms, information necessary to demonstrate compliance with applicable security and privacy standards, including but not limited to SOC 2 Type II. Any customer audits or assessments must be scheduled with at least 30 days’ notice and are limited to once per calendar year.