Terms and Conditions
IF YOU PURCHASE SERVICES FROM RAPTOR MAPS BY ELECTRONICALLY SIGNING A SALES ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. BY SIGNING THE SALES ORDER, YOU EXPRESSLY AGREE TO THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT FULLY AGREE TO THIS AGREEMENT IN ITS ENTIRETY, PLEASE DO NOT SIGN THE SALES ORDER.
This agreement (this “Agreement”), including any Annexes as applicable, is incorporated by reference into a Sales Order (as defined in Section 1 below) that is entered into by and between Raptor Maps (as defined in Section 1 below) and Customer (as defined in Section 1 below) effective on the Agreement Date (as defined in Section 1 below).
1. DEFINED TERMS
1.1. Any capitalized terms used and not defined herein shall have the meaning set forth in the Sales Order. All terms defined in the Sales Order are incorporated herein by reference, and to the extent of a conflict between the terms defined herein and the terms defined in the Sales Order, the terms defined in the Sales Order shall control. Subject to the foregoing sentence, the following capitalized terms used herein or in any of the Annexes hereto shall have the following meanings:
1.1.1. “Affiliate” means with respect to a Party, any person or entity that controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than fifty percent (50%) of the outstanding voting securities.
1.1.2. “Additional Services” means any services that are not categorized as Software Services or Analytics Services. Additional Services include, but are not limited to Data Collection, Training, Implementation, and other on-site services.
1.1.3. “Agreement” has the meaning set forth in the preamble to these terms and conditions.
1.1.4. “Agreement Date” means the date on which the Sales Order is signed by the Customer.
1.1.5. “Analytics Services” means analytics or data processing services that are itemized separately on the Sales Order from any other services, if applicable.
1.1.6. “Authorized Representatives” means an individual or entity duly authorized to act on behalf of Customer with the power to enter into this Agreement.
1.1.7. “Contract Year” shall mean any one year period starting from the Effective Date. If the Initial Term (as defined in Annex 1) is less than one year, the period from the Effective Date of the Initial Term until the Renewal Date shall be considered the first contract year.
1.1.8. “Customer” means the legal entity, including its Affiliates, identified as the “Customer” in the Sales Order.
1.1.9. “Customer Data” means the information and data of the Customer used to enable provision of the Services or Deliverables. Customer Data includes any data or information added to Vendor Software Platform or sent via email or otherwise by Customer during the term of the Agreement.
1.1.10. “Data Collection Services” or “Data Collection” means data collection services that are itemized separately on the Sales Order from any other services, if applicable.
1.1.11. “Deliverable” means a tangible or intangible item or service that is provided to the Customer at a specific point in time. Deliverables include, but are not limited to, reports, documentation, and training materials.
1.1.12. “Dollars” or “$” refers to the lawful currency of the United States of America.
1.1.13. “Effective Date” means the date Customer signs the Sales Order.
1.1.14. “Feature” or “Features” means a workflow, deliverable, or output provided by or delivered through the Vendor Software Platform.
1.1.15. “Sales Order” means the Sales Order, proposal, or quote incorporating this Agreement by reference that is provided to Customer by Raptor Maps and signed by Customer on the Agreement Date.
1.1.16. “Party” and “Parties” means, respectively, Raptor Maps and Customer individually and collectively.
1.1.17. “Raptor Maps” or “Vendor” means Raptor Maps, Inc., a Delaware corporation (and its successors and assigns) with the U.S. Federal Tax ID Number 47-4075504.
1.1.18. “Services” means Software Services, Analytics Services, Data Collection Services, and/or any additional services (“Additional Services”) as applicable and detailed in the Sales Order.
1.1.19. “Software Services” means credentials to access to the Vendor Software Platform and related Features. For the avoidance of doubt, Software Services includes certain Deliverables if the Sales Order expressly designates that Software Services includes such Deliverables and the corresponding cost of such Deliverables is not separately itemized on the Sales Order. Software Services shall include, but not be limited to, any SaaS products, Raptor Solar, subscriptions, any platform access fees or other software subscription services.
1.1.20. “Subscription Term” means the Initial Term and Renewal Term(s) as defined in Annex 1, if applicable.
1.1.21. “Sub-Vendor” means a contractor hired by Vendor to complete a portion of the Services or Deliverables.
1.1.22. “Underlying Vendor Technology” shall mean Vendor Software Platform, 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.
1.1.23. “Vendor Software Platform” means the Vendor’s software application accessed via internet or mobile application. All deliverables will be accessed through the Vendor Software Platform.
1.2. Other terms used in the Agreement are defined in the context in which they are used and have the meanings there provided.
2. DOCUMENT STRUCTURE AND PRECEDENCE
2.1 In any Annex of the Agreement, a reference to a Section, clause or other provisions shall be, unless otherwise specified, to sections, clauses or other provisions of such Annex. In any Annex of the Agreement, a reference to an Exhibit shall be, unless otherwise specified, to an Exhibit attached to such Annex.
2.2. The Parties agree that if there is conflict between the terms and provisions of the Agreement, any Annex of the Agreement, and the Sales Order, the Sales Order shall take precedence over this Agreement, including Annexes as applicable.
2.3. This Agreement represents the entire agreement between the Parties and supersedes all prior representations or agreements.
3.1. Currency. All fees are in USD and the fee amount for each Service is as set forth in the Sales Order.
3.2. Subscriptions. Unless otherwise set forth in a Sales Order, with respect to subscriptions, fees for initial subscription term(s) are as set forth in the Sales Order and are billed in advance of each respective term.
3.3. Services. Unless otherwise set forth in a Sales Order, with respect to Services:
3.3.1. Fees for Services are as set forth in the Sales Order and are billed upon delivery of each Deliverable. For avoidance of doubt, this means that Vendor may bill Customer for certain Deliverables before all Deliverables included in a Sales Order are delivered.
3.3.2. Customer shall reimburse Raptor Maps for all reasonable and necessary expenses incurred in connection with the provision of services if stated in the Sales Order. This includes but is not limited to travel, lodging, meals, and other out-of-pocket expenses. Upon request, Raptor Maps shall provide Customer with itemized receipts for all such expenses.
3.4. Payment. Unless otherwise set forth in the Sales Order, all payments shall be due within 30 days of the date of the applicable invoice.
3.5. Overdue Payments. Vendor reserves the right to charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any fees not received by the date such payment was due. Additionally, in the events any fees are more than thirty (30) days overdue, Vendor may suspend access to Vendor Software Platform and/or pause performance of any Services or delivery of any Deliverables immediately and require payment in full before Vendor restores access to Vendor Software Platform and/or resumes performance of any Services or delivery of any Deliverables. In the event Vendor is unable to collect fees owed to Vendor, Vendor may take any other steps it deems necessary to collect such fees from Customer and Customer will be responsible for all costs and expenses incurred by Vendor in connection with such collection activity, including collection fees, court costs, and attorneys’ fees.
3.6. Taxes. Fees are exclusive of all applicable taxes, levies, duties or similar governmental assessments of any kind, and Customer is responsible for payment of all taxes, levies, duties, or similar governmental assessments of any kind excluding taxes based solely on Vendor’s income, property, and employees. Customer shall pay all fees free and clear of, and without reduction for, any applicable transactions taxes, including but not limited to sales and use taxes, VAT, GST, gross receipts taxes, withholdings, and other similar transactional charges (“Transaction Taxes”). If Vendor is required to pay any such taxes, then such taxes will be billed to and paid by Customer. For clarification purposes, the potential withholding tax will be borne and paid by the Customer.
4. CONFIDENTIALITY AND PROPRIETARY RIGHTS
4.1 Confidentiality. 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. Customer also agrees not to disclose the terms of the Sales Order or this Agreement to any third party.
4.2. Proprietary Rights. Vendor hereby assigns to Customer 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 Vendor Technology. Notwithstanding anything to the contrary, Vendor shall have the right to collect and analyze data and other information relating to the Agreement in order to generate separate, aggregate, and de-identified data that does not identify Customer or any individual, which shall be considered Underlying Vendor Technology.
4.3. License Grant. Customer may be granted access to use Vendor’s Software Platform. Such access shall constitute a limited, revokable, non-exclusive, non-transferable, non-assignable, non-sublicensable and royalty-free license to use Vendor’s Software platform during the Term of this Agreement.
5. TERM / TERMINATION
5.1. The Agreement shall terminate upon the termination of Annexes 1, 2, and 3 of the Agreement (to the extent applicable) in accordance with the respective terms thereof. Other than as set forth in the foregoing sentence, the termination of an Annex shall not affect the validity or effectiveness of the Agreement or the remaining Annexes thereto.
5.2. 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 Sales Orders, in which case, the consequences of termination will be limited to the subject matter of those Sales Orders.
5.3. Sections 2 through 9, 14, 15.1, 15.4, 15.8, and 15.11 shall survive any termination or expiration of this Agreement. Upon termination of this Agreement, Customer agrees to pay Vendor all amounts due or accrued as of the date of such termination in accordance with the applicable Sales Order.
6.1. GOVERNING LAW. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS. Each Party agrees that any action or claim arising out of any dispute in connection with the Agreement, any rights or obligations hereunder to the performance or enforcement of such rights or obligations shall be brought in the courts of the State of New York or the United States District Court and consents to the exclusive jurisdiction of such courts. Each Party hereby waives any objection that it may now or hereinafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.
6.2. WAIVER OF JURY TRIAL. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THE AGREEMENT, ANY RIGHTS OR OBLIGATIONS THEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS.
7.1. For Customers. In case of Customer, all notices shall be sent to the destination(s) set forth in the Sales Order.
7.2. For Raptor Maps. In case of Raptor Maps, all notices shall be sent to:
Raptor Maps, Inc.
444 Somerville Ave
Somerville, MA 02143
7.3. Any notice, notification, request, confirmation, demand or determination provided by a Party pursuant to the Agreement shall be in writing and may be sent (i) by hand, (ii) by an express courier with a reliable system for tracking delivery, (iii) by register or certified mail, return receipt requested, postage prepaid, or (iv) by e-mail transmission (where receipt is affirmatively acknowledged by the recipient, excluding auto-receipts) to the addresses set forth in Section 2 of the Agreement.
7.4. A Party may from time to time change its address or designee for notification purposes by giving the other Parties prior written notice of the new address or designee and the date upon which it shall become effective.
8.1. CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VENDOR FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES ARISING FROM CUSTOMER’S USE OF THE VENDOR SOFTWARE PLATFORM, CUSTOMER VIOLATION OF THIS AGREEMENT OR THE INFRINGEMENT OR VIOLATION BY CUSTOMER OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY OR APPLICABLE LAW.
8.2. VENDOR AGREES TO HOLD HARMLESS, INDEMNIFY, AND DEFEND CUSTOMER AND ITS AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEE BENEFIT PLANS, SHAREHOLDERS, AGENTS AND EMPLOYEES OF ANY OF THEM (COLLECTIVELY “INDEMNITEES”), AGAINST ALL LIABILITY, COSTS, EXPENSES, CAUSES OF ACTION, CLAIMS, OR JUDGMENTS OF ANY KIND, DIRECTLY OR INDIRECTLY, TO THE EXTENT ARISING OUT OF VENDOR’S NEGLIGENCE, ACTS, ERRORS, OR OMISSIONS IN PERFORMING THE SERVICES, OR ARISING OUT OF VENDOR’S BREACH OF THIS AGREEMENT. CUSTOMER AGREES TO HOLD HARMLESS AND INDEMNIFY VENDOR AGAINST ALL LIABILITY, COSTS, EXPENSES, CAUSES OF ACTION, CLAIMS, OR JUDGMENTS OF ANY KIND, TO THE EXTENT DIRECTLY ARISING OUT OF CUSTOMER’S BREACH OF THIS AGREEMENT. EXCEPT TO THE EXTENT ARISING FROM THE INDEMNIFYING PARTY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION SHALL BE LIMITED BY THE INSURANCE LIMITS OUTLINED IN THIS AGREEMENT.
9.1. During the Term the Vendor shall maintain insurance in the minimum amounts as follows:
9.1.1. Worker’s Compensation. Worker’s Compensation of $1,000,000 USD per each accident, $1,000,000 USD per each employee and $1,000,000 USD policy limit.
9.1.2. Commercial General Liability. Commercial General Liability Insurance in a combined single limit of $1,000,000 USD per occurrence and $2,000,000 USD in the aggregate, including products/completed operations, bodily injury persons, and/or loss of or damage to property.
9.1.3 Automobile. Automobile Insurance (non-owned or hired) in a combined single limit of $1,000,000 USD.
9.1.4. Aviation. Aviation Insurance covering unmanned aircraft of $5,000,000 USD each occurrence and $5,000,000 USD in the aggregate.
9.1.5. Umbrella Liability. Umbrella Liability of $1,000,000 USD per occurrence and in the aggregate.
9.1.6. Technology and Cyber (Errors and Omissions) Insurance in the amount of $3,000,000 USD per claim and $3,000,000 USD in the aggregate
9.2. All insurance policies provided and maintained by Vendor shall be underwritten by insurers which are rated “A- VII” or higher. Upon request, Vendor shall provide Certificates of Insurance endorsed to specifically name Customer excluding Worker’s Compensation policies.
9.3. All sub-Vendors contracted for data collection purposes shall be required to hold Aviation insurance.
10.1. Vendor shall exercise a high degree of diligence in the execution of its duties with regards to cybersecurity and shall at all times be in compliance with all applicable data privacy protection laws. In the event that Vendor identifies or is made aware of a cybersecurity or data privacy breach or other incident involving the products or services provided to Customer or any personal identifiable information or other confidential information of Customer or Customer’s affiliates, employees, agents, or other customers, the Vendor shall provide notification to Customer by email no later than 48 hours after learning of the breach or incident. The Vendor will provide a clear and concise description of the incident and take the appropriate precautions consistent with industry practice available to minimize any potential impacts to Customer.
10.2. Customer Data will be encrypted using Transport Security Layer 1.2 (TLS 1.2) in transit and AES-256 at rest.
11. THIRD PARTY LINKS
11.1. Certain content, products and services available via the Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with Vendor. Vendor is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. Functionality of third-party links shall not constitute grounds for termination for cause.
11.2. Vendor is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction.
11.3. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
12. STANDARD CONDUCT AND DISCLAIMER OF WARRANTIES
12.1. Vendor covenants to perform its obligation under the Agreement in good faith and in a commercially reasonable manner. Except as set forth in the Agreement, there are no express or implied warranties or representations provided by Vendor relating to the services to be performed by Vendor. Vendor does not warrant that the services are error-free or that operation of the service will be secure or uninterrupted, or that information provided through the service will always be available. Vendor expressly disclaims liability arising out of or based upon the results of Customer’s use of the service.
13. EXCUSABLE DELAY
13.1. 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, 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.
14. RELATIONSHIP OF PARTIES
14.1 Vendor, in furnishing services to Customer hereunder, is acting as an independent contractor, and the relationship of the Parties under the Agreement shall not constitute a partnership or joint venture for any purpose. Vendor is not an agent of Customer and has no right, power or authority, expressly or impliedly, to represent or bind Customer as to any matters.
15. ADDITIONAL PROVISIONS
15.1. Limitation of Liability. Customer agrees that Vendor shall not be liable to Customer for any costs, expenses, losses, penalties, fines, claims, demands, actions, causes of action, liabilities, or damages of any kinds (“Liabilities”) related to, arising out of or resulting from Vendors’ activities in connection with the Agreement, except to the extent that such Liabilities are directly caused by Vendors’ gross negligence, fraud, or willful misconduct. Except in the case of gross negligence, fraud, or willful misconduct, in no event shall either Party be liable under the Agreement for indirect, consequential, incidental, collateral, exemplary, special, or punitive damages, including lost profits, regardless of the form of the action or the theory of recovery, even if the Party has been advised of the possibility of such damages.
15.2. Succession And Assignment. The Agreement shall be binding upon an inure to the benefit of the Parties and their respective permitted successors and permitted assigns. No Party may assign or transfer either the Agreement or an of its rights, interests or obligations thereunder, without the prior written approval of both Parties (not to be unreasonably withheld, conditioned or delayed). Any assignment or transfer of the Agreement that fails to satisfy the condition of this Section is void ab initio and of no effect.
15.3. Amendments And Waivers. No Amendment or waiver of any provision of the Agreement is valid unless executed in writing by each of the Parties, and no election to terminate the Agreement is valid unless executed in writing by Customer and delivered to Vendor in accordance with Section 3. Customer may, at any time prior to termination of the Agreement, request changes to the terms contained in a Sales Order, which Vendor shall review and approve at its sole discretion. No changes in or additions to the Sales Order will be recognized unless signed by duly Authorized Representatives of both parties.
15.4. Severability. Any term or provision of the Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.
15.5. Further Assurances. Each Party covenants and agrees that, subsequent to the execution and delivery of the Sales Order and without any additional consideration, upon the request of a Party, the other Party shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of the Sales Order.
15.6. Storage. 100 MB (megabyte) base is allocated per PV system + 20 MB per MW. The MB limit is based on total assets under management.
15.7. Publicity. Vendor shall have the right to list Customer (including use of Customer logo) as a customer on public website (www.raptormaps.com). Prior written consent from Customer shall be required i) for the use of Customer name or Customer logo on other marketing materials ii) for any use of additional Customer information.
15.8. Sales Limitations. Raptor Maps reserves the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. Additionally, there is no tolerance for roughhousing, harassment, and discrimination during the scope of the Service. You represent that you are over the age of 18. Raptor Maps does not permit those under 18 to use the Service.
15.9. Counterparts. The Sales Order may be executed in one or more counterparts, in original or electronic form, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
15.10. Certain Representations And Covenants. Customer and Vendor each represent and covenant to each other as to itself that:
15.10.1. It is the type of legal entity specified in the Sales Order and is incorporated or organized in the jurisdiction specified in the Sales Order, duly formed and validly existing under the laws of the jurisdiction of its organization or incorporation.
15.10.2. It has all requisite limited liability company or corporate power and authority to execute and deliver the Sales Order, to perform its obligation thereunder, and to consummate the transaction contemplated thereby.
15.11. Entire Agreement. The Sales Order and this Agreement, including any Annexes as applicable, constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the Parties, written or oral.
15.12. Execution. The Sales Order has been duly and validly executed and delivered by the Party and constitutes legal, valid, and binding obligations of the Party enforceable against the Party in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other applicable laws relating to or affecting the rights of creditors generally, or by general equitable principles. The execution and delivery by the Party of the Sales Order does not, and the performance by the Party of its obligations under the Sales Order and the consummation of the transactions contemplated thereby will not: (i) result in a violation or breach of any of the terms, conditions or provisions of its organizational documents; (ii) required any consent, approval, authorization or permit, or filing with or notification to, any person or entity, except those which have already been obtained or which the Party anticipates will be timely obtained in the ordinary course of performance of its obligations under the Agreement; (iii) result in a breach or a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Party or any of its Affiliates is a party or by which the Party, could not, individually or int the aggregate, reasonably be expected to have a material adverse effect on the ability of such Party to perform its obligations under the Agreement; or (iv) conflict with or result in a violation or breach of any term or provision of an applicable to the Party or any of its assets and properties, other than violations that individually or in aggregate could not reasonably be expect to have a material adverse effect on the ability of such Party to perform its obligations under the Agreement.
TERMS FOR SOFTWARE SERVICES
The following terms shall apply if and only if any Software services are included in the Sales Order. The terms contained in ANNEX 1 shall only apply to such services.
1. DEFINED TERMS
1.1. “Initial Term” means the initial time period(s) for which Customer is purchasing access to the Vendor Software Platform as set forth in the Sales Order.
1.2. “Renewal Term(s)” has the meanings set forth in Section 4.2 of Annex 1.
2. PLATFORM ACCESS
2.1. Vendor will provide Customer with credentials to access the Vendor Software Platform and will enable the Features specified in the Sales Order for the Subscription Term outlined in the Sales Order. Any requested changes by Customer to the Features may require a new Sales Order and additional fees at the sole discretion of the Vendor.
2.2. Customer access to the Vendor Software Platform will be removed upon expiration of the Subscription Term, unless Vendor at its sole discretion decides to allow Customer to continue to access Vendor software platform beyond the expiration of the Subscription Term. If Vendor decides to allow Customer to continue to access Vendor Software Platform beyond the expiration of the Subscription Term, Vendor is not obligated to continue to provide such access and may terminate such access at any time. During any such continued access, any obligations of Customer contained in this Agreement will remain in effect.
3. CUSTOMER RESPONSIBILITIES
3.1. Input Data. To ensure full functionality of the software, Customer is responsible for ensuring that in-field sensors, data logging, communications equipment, time-series data, and third-party APIs are operating as designed.
3.2. Order Submission & Required Documents. For some Features, Customer may need to complete an online order for a system. Each online order submission must include a schematic (as-built drawing) of the system and associated Power Purchase Agreement (PPA) documents. Additional instructions on order submission (including document upload) will be provided following agreement execution.
3.3. Numbering Convention. If “Custom,” is selected, as-built diagram must contain specific system numeration (inverters, combiners, strings, etc.)
3.4. Historical Report Digitization. Customer must provide post-commissioning reports only. The same custom numbering provided to Raptor Maps will be utilized on historical reports. Customer must upload CSV/text only reports with clear localization (handheld thermography and IV-curve tracing are not included) to Customer portal. Historical digitization will be completed based on the quantity of reports: 1-5 reports within 30 days of new report delivery, 6-10 within 45 days of new report delivery, 11+ within 60 days of new report delivery.
3.5. Data Capture and Transfer. Data must be captured in accordance with requirements found here: https://docs.raptormaps.com/docs/om-data-requirements. Data should be uploaded via the Customer’s Raptor Maps software account. If Customer submits data for a system that is offline, Raptor Maps will invoice client for the full amount of the cost of analytics.
4. DELIVERY OF DELIVERABLES
4.1. This section shall only apply if Deliverables have been expressly designated in the Sales Order as included in the subscription.
4.2. Vendor will use commercially reasonable efforts to deliver the Deliverables in conformance with the specifications and schedule specified in the Sales Order. The Customer understands that Vendor’s performance is dependent in part on the Customer’s actions and that the Deliverable(s) are intended to work with certain Customer technologies (as specified in the Sales Order). Accordingly, Customer will use commercially reasonable efforts to provide Vendor with the necessary items and assistance specified in the relevant Statement of Work in a timely manner. Any dates or time periods relevant to performance by Vendor hereunder shall be appropriately and equitably extended to account for any delays due to the Customer.
5. TERM, RENEWAL
5.1. This Annex shall terminate upon the termination of the term defined in the Sales Order.
5.2. Unless otherwise specified in the Sales Order, subscriptions (including any additional subscriptions added to Customer account during the Subscription Term) automatically renew for additional period(s) equal to twelve (12) months in length (each, a “Renewal Term”) unless either party provides notice of non-renewal to the other at least 30 days prior to commencement of the next renewal term.
5.3. Vendor reserves the right to modify the fees for Subscriptions under a Sales Order, effective upon commencement of the next renewal subscription term of the relevant Sales Order by providing notice to Customer of such change pursuant to the instructions set forth in Annex 1 at least 30 days before the end of the then-current Subscription Term.
TERMS FOR ANALYTICS SERVICES
The following terms shall apply if and only if any Analytics services are included in the Sales Order. The terms contained in ANNEX 2 shall only apply to such products and services.
1. DELIVERABLES AND SERVICE LEVELS
1.1. Vendor will provide Deliverables outlined in the Sales Order via the Vendor Software Platform. The service level provided will be detailed in the Sales Order. Any changes requested by Customer to the service level may require a new Sales Order and additional fees at the sole discretion of the Vendor.
2. DELIVERY AND ACCEPTANCE OF DELIVERABLES
2.1. Vendor will use commercially reasonable efforts to deliver the Deliverables in conformance with the specifications and schedule specified in the Sales Order. The Customer understands that Vendor’s performance is dependent in part on the Customer’s actions and that the Deliverable(s) are intended to work with certain Customer technologies (as specified in the Sales Order). Accordingly, Customer will use commercially reasonable efforts to provide Vendor with the necessary items and assistance specified in the relevant Sales Order in a timely manner. Any dates or time periods relevant to performance by Vendor hereunder shall be appropriately and equitably extended to account for any delays due to the Customer. If a Customer delay or change would materially change the economics of Vendor’s performance or materially extends the time for performance, Vendor 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.
2.2. When Vendor considers a Deliverable completed, Vendor will deliver it to the Customer. The Customer will accept or reject the Deliverable within seven (7) days after delivery based upon material conformity with the relevant specifications described in the Sales Order (“Acceptance”). 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 therefore stated in the relevant Sales Order. If the Customer rejects a non-conforming Deliverable, Vendor 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.
3. PLATFORM ACCESS
3.1. Vendor will provide Customer with credentials to access the Vendor Software Platform.
3.2. Customer access to the Vendor Software Platform will be removed 90 days after delivery of the Deliverables defined in the Sales Order unless Vendor at its sole discretion decides to allow Customer to continue to access Vendor Software Platform for more than 90 days. If Vendor decides to allow Customer to continue to access Vendor Software Platform for more than 90 days, Vendor is not obligated to continue to provide such access and may terminate such access at any time.
4. VALIDITY OF PRICING
4.1. Pricing for Services listed on the Sales Order shall remain valid for a period of 90 days from the date the Sales Order was signed. In the event that Services are performed beyond the 90-day period, a new Sales Order may be required, unless explicitly stated otherwise in the original Sales Order or at the discretion of Vendor.
5. CUSTOMER RESPONSIBILITIES
5.1. Input Data. To ensure full functionality of the software, Customer is responsible for ensuring that in-field sensors, data logging, communications equipment, time-series data, and third-party APIs are operating as designed.
5.2. Order Submission & Required Documents. Customer must complete an online order for each system. Each online order submission must include a schematic (as-built drawing) of the system and associated Power Purchase Agreement (PPA) documents. Additional instructions on order submission (including document upload) will be provided following agreement execution.
5.3. Numbering Convention. If “Custom,” is selected, as-built diagram must contain specific system numeration (inverters, combiners, strings, etc.)
5.4. Historical Report Digitization. Customer must provide post-commissioning reports only. The same custom numbering provided to Raptor Maps will be utilized on historical reports. Customer must upload CSV/text only reports with clear localization (handheld thermography and IV-curve tracing are not included) to Customer portal. Historical digitization will be completed based on the quantity of reports: 1-5 reports within 30 days of new report delivery, 6-10 within 45 days of new report delivery, 11+ within 60 days of new report delivery.
5.5. Data Capture and Transfer. Data must be captured in accordance with requirements found here: https://docs.raptormaps.com/docs/om-data-requirements. Data should be uploaded via the Customer’s Raptor Maps software account. If Customer submits data for a system that is offline, Raptor Maps will invoice client for the full amount of the cost of analytics.
6.1. This Annex shall terminate upon the latter of i) 7 days after the delivery and Acceptance of the Deliverables governed by this Annex or ii) the termination of Customer’s access to the Vendor Software Platform.
TERMS FOR ADDITIONAL SERVICES
The following terms shall apply if and only if any Additional services are included in the Sales Order. The terms contained in ANNEX 3 shall only apply to such services.
1. LABOR, DELIVERABLES, AND SERVICE LEVELS
1.1. As required, Vendor may provide required labor, including but not limited to Part 107 qualified pilots, drone equipment, and experienced training staff. Staff and labor provided by Vendor shall be described in the relevant Sales Order.
1.2. Vendor will deliver the Deliverables or Services outlined in the Sales Order. The service level provided will be detailed in the Sales Order. Any requested changes by Customer to the service level may require a new Sales Order and additional fees at the sole discretion of the Vendor.
2. ACCESS TO VENDOR SOFTWARE PLATFORM
2.1. Vendor may provide Customer with credentials to access the Vendor Software Platform.
2.2. Customer access to the Vendor Software Platform will be removed 90 days after delivery of the Deliverables or completion of the Services defined in the Sales Order unless Vendor at its sole discretion decides to allow Customer to continue to access Vendor Software Platform for more than 90 days. If Vendor decides to allow Customer to continue to access Vendor Software Platform for more than 90 days, Vendor is not obligated to continue to provide such access and may terminate such access at any time.
3.1. Customer must schedule services with a minimum 30 day notice unless otherwise expressly approved by Raptor Maps. All service dates must be confirmed by Raptor Maps and are subject to change.
4. VALIDITY OF PRICING
4.1. Pricing for Services listed on the Sales Order shall remain valid for a period of 90 days from the date the Sales Order was signed. In the event that Services are performed beyond the 90-day period, a new Sales Order may be required, unless explicitly stated otherwise in the original Sales Order or at the discretion of Vendor.
5. CUSTOMER RESPONSIBILITIES
5.1. For some Services, including but not limited to Data Collection, Customer is responsible for ensuring that the PV system is fully operational and not curtailed or shut down during the data collection window, which can span several days, unless explicitly stated by Vendor. Customer is responsible for updating Vendor 48 hours before any Services are scheduled to be provided if the PV system is not or will not be fully operational, curtailed, shut down, or unavailable for inspection during the date of scheduled inspection. Notice of any cancellation and/or rescheduling will need to be sent to email@example.com and firstname.lastname@example.org.
5.2. If Customer does not reschedule the Services within 48 hours before the Services are scheduled to be performed, Customer will be billed in full for the fees listed on the Sales Order corresponding to the rescheduled site.
5.3. As applicable, equipment for Customer personnel shall be provided by Customer. If applicable, Raptor Maps will share the required equipment list seven (7) days prior to Service Date.
6. SAFETY PROCEDURES
6.1. Any site safety training required of Raptor Maps must be offered and provided by the Customer on the first day of the Service Date, before Services commencing. Customer must notify Vendor of any site safety training and requirements at least 7 days prior to commencing Services. Raptor Maps will follow all site safety protocols dictated by Customer but will not be held responsible for adherence by any non-Raptor Maps employees to the same protocol. Raptor Maps can provide internal safety documentation upon request.
7.1. This Annex shall terminate upon the delivery or completion of the Services governed by this Annex.