Raptor Solar Platform Agreement
Revised October 25, 2022
This Platform Agreement is a legal agreement between Company and Raptor Maps and governs your use of the Services. In this Platform Agreement, “Company” or “you” means the company that has signed a Proposal (“Proposal” or “Quote”) to use the Services, and “Raptor Maps” or “we” means Raptor Maps, Inc. and its affiliates, successors, and assigns.The terms and conditions of this Platform Agreement are binding as of the date you signed the Proposal (“Effective Date”). Raptor Maps can change this Platform Agreement at any time without any notice to you. It is your responsibility to review this Platform Agreement, as it creates a binding legal agreement between you and Raptor Maps. Any terms and conditions set forth in the Proposal shall take precedence over the terms and conditions of this Platform Agreement.You may only use the Services if you agree to this Platform Agreement, so read it carefully. Please contact us if you don’t understand any of the terms of this Platform Agreement.
1.1 The Service is an advanced software-as-a-service platform for the entire solar lifecycle. It is powered by Raptor Maps’ industry-leading data model and designed to standardize data, analyze insights, and collaborate.
1.2 Raptor Maps will use commercially reasonable efforts to deliver the deliverables (“Deliverables”) in conformance with the specifications specified in the relevant Proposal. The Company understands that Raptor Maps’ performance is dependent in part on the Company’s actions and that the Deliverable(s) are intended to work with certain Company technologies. Accordingly, Company will use commercially reasonable efforts to provide Raptor Maps with the necessary items and assistance specified in the relevant Proposal in a timely manner. Any dates or time periods relevant to performance by Raptor Maps hereunder shall be appropriately and equitably extended to account for any delays due to the Company. If a Company delay or change would materially change the economics of Raptor Maps’ performance or materially extends the time for performance, Raptor Maps may terminate this Agreement upon thirty (30) days written notice, unless within the notice period the parties agree on mutually acceptable changes to this Agreement.
1.3 Unless otherwise specified in the Proposal, Raptor Maps will deliver the Deliverables within 30 days of receipt of the necessary items provided by Company. When Raptor Maps considers a Deliverable completed, Raptor Maps will deliver it to the Company. The Company will accept or reject the Deliverable within seven (7) days after delivery based upon material conformity with the relevant specifications described in the Statement of Work, but failure to give notice of acceptance or rejection within that period will constitute acceptance. A rejection notice will be effective only if it provides a detailed description of any material failures of the Deliverable to meet the requirements therefor stated in the relevant Statement of Work. If the Company rejects a non-conforming Deliverable, Raptor Maps will use reasonable efforts to correct the failures specified in the rejection notice and the provisions above shall be reapplied until the Deliverable is accepted, but after the second or any subsequent rejection either party may terminate this Agreement upon fourteen (14) days notice. A Deliverable may not be rejected for a previously un-cited failure that was reasonably discoverable in a previously submitted version of the Deliverable.
Compensation; Billing Procedures
2.1 Subject to the terms of this Agreement, Company will pay Raptor Maps for the Deliverables in accordance with the relevant Proposal and any other fees applicable to its subscription to Services as provided hereunder (the “Subscription Fees”). Unless otherwise set forth in the applicable Proposal, all payments shall be due within 30 days of the date of the applicable invoice. Late payments will (i) bear interest at the rate of 1.5% per month, or, if lower, the maximum rate allowed by law, and (ii) entitle Raptor Maps to suspend performance of the Services immediately until any outstanding amounts are paid.
2.2 In consideration for the right to use the Service under the terms herein, you will pay the Subscription Fees in the USD amount and payment terms under the applicable Proposal. You agree that in the event Raptor Maps is unable to collect the Subscription Fees owed to Raptor Maps for the Service, Raptor Maps may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Raptor Maps in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. Except to the extent otherwise expressly stated in this Agreement or in Proposal, all obligations to pay Subscription Fees are non-cancelable and all payments are non-refundable.
2.3 Your Subscription Fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind (excluding taxes based on Raptor Maps’ income, property and employees). You will be responsible for paying any and all such taxes.
2.4 Raptor Maps reserves the right to modify the Subscription Fees for the Service under one or more Proposal, effective upon commencement of the next renewal subscription term of the relevant Proposal(s), by notifying you of such change in writing at least 30 days before the end of the then-current Subscription Term.
3.1 Each party shall keep confidential and not disclose to any third party or use (except as contemplated by this agreement), any non-public information obtained from the other party that is marked or otherwise designated confidential (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that: (i) is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto, (iii) is or has been independently developed by such party, without use or reference to the other party’s confidential information, or (iv) must be used or disclosed under court order or applicable law, provided such use or disclosure is to the minimum extent required by such court order or applicable law. Company also agrees not to disclose the terms of this Agreement to any third party.
4.1. The initial subscription term of the Agreement shall commence on the Effective Date and continue thereafter until the expiration of the Proposal, unless terminated earlier as described in this Section.
4.2 Unless otherwise specified in the Proposal, at the end of the initial subscription term, all your Raptor Maps subscriptions (including any additional subscriptions added to your account) will renew automatically for additional 12-month periods unless you or Raptor Maps notifies the other in writing, at least 30 days prior to the end of the then-current subscription term, that it chooses not to renew (initial subscription term, with any renewal subscription terms, the “Subscription Term”).
4.3 If either party materially breaches this Agreement, the other party may terminate this Agreement by giving the breaching party thirty (30) days written notice of such breach, unless the breach is cured within the notice period. Any such termination may be limited to one or more Proposal, in which case, the consequences of termination will be limited to the subject matter of those Proposals. Upon termination of this agreement for any reason, each party shall return to the other party or destroy any Confidential Information obtained from the other party. Sections 2 through 7 shall survive any termination or expiration of this Agreement. Upon termination of this Agreement, Company agrees to pay Raptor Maps all amounts due or accrued as of the date of such termination in accordance with the applicable Proposal.
Warranty and Disclaimer
5.1 EXCEPT AS EXPRESSLY PROVIDED FOR IN THE PROPOSAL, RAPTOR MAPS MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY. RAPTOR MAPS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND NON-INFRINGEMENT. RAPTOR MAPS DOES NOT WARRANT THAT (i) THE SERVICE IS ERROR-FREE OR THAT OPERATION OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED, OR (ii) INFORMATION PROVIDED THROUGH THE SERVICE WILL ALWAYS BE AVAILABLE. RAPTOR MAPS EXPRESSLY DISCLAIMS LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF COMPANY’S USE OF THE SERVICE.
6.1. Raptor Maps hereby assigns to Company all rights, title and interest, in and to the Deliverables (including without limitation, patent rights, copyrights, trade secret rights, moral rights and all other intellectual property or proprietary rights therein); provided, however, that such assignment does not include any Underlying Raptor Maps Technology. “Underlying Raptor Maps Technology” shall mean Raptor Maps technology, methodologies and intellectual property existing as of the Effective Date or otherwise arising outside of work under this Agreement and any intellectual property rights therein. Notwithstanding anything to the contrary, Raptor Maps shall have the right to collect and analyze data and other information relating to the Proposal in order to generate separate, aggregate, and de-identified data that does not identify Company or any individual, which shall be considered Underlying Raptor Maps Technology.
7.1 Relationship of Parties
For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Raptor Maps will be solely responsible for its income taxes in connection with this Agreement and Company will be responsible for sales, use and similar taxes, if any.
7.2 Excusable Delay
Neither party shall be liable to the other for any delay or failure to perform, which is due to causes beyond the reasonable control of such party, including, but not limited to, acts of God, acts of the public enemy, acts of any governmental authority in its sovereign capacity, fires, floods, power outages, hurricanes, earthquakes, epidemics, quarantine restrictions, strikes or other labor disputes and freight embargoes; provided, however, that failure to make any payments provided for herein shall not be excused for any of the foregoing reasons.
7.3 Governing Law; Attorney’s Fees
This Agreement and any dispute arising hereunder shall be governed by the laws of the State of Massachusetts, without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.
7.4 Limitation of Liability
NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO EVENT WILL RAPTOR MAPS BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (II) ANY AMOUNT IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO COMPANY UNDER THIS AGREEMENT, OR (III) THE COST OR PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES.
7.5 Platform Storage
100 MB (megabyte) base allocated per PV system + 20 MB/MW. The MB limit is based on total assets under management, individual solar farms can exceed this limit.
Permission to list Company as a customer on public website (www.raptormaps.com). Permission to use Company logo on public website (www.raptormaps.com) and other marketing materials. Permission to use Company as a reference.
Neither party shall have the right to assign this Agreement to another party, except that either party may assign this Agreement without consent to a successor to substantially all its relevant assets or business. The Terms and Conditions of this Agreement shall take precedence over and shall govern over any inconsistent or conflicting terms in the Statement of Work (even if signed), unless and solely to the extent that the parties expressly state in such Statement of Work that they intend to override the Terms and Conditions. No waiver, change, or modification to this Agreement will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by first class US mail, or major overnight delivery courier service to the address specified on the cover sheet or such other address as may be properly specified by written notice hereunder. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.