Terms of Use

Definitions

“Affiliate” means any legal entity in which the Customer, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights. Any such company shall be considered an Affiliate for only such time as such interest is maintained.

“Agreement” means these Terms and Conditions of Services and any document referencing these Terms and Conditions of Services, and any other schedules, exhibits or appendices thereto, whether attached or incorporated by reference.

“Confidential Information” means all information which Verdiseno, Inc. protects against unrestricted disclosure to others, including but not limited to: (a) the Verdiseno, Inc. Services, including without limitation the following information regarding Verdiseno's Services: (i) computer software source code, programming techniques and programming concepts, methods of processing, system designs embodied in Verdiseno’s Services; (ii) data structures, logic diagrams, functional specifications; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Services; (b) the research and development or investigations of Verdiseno, Inc.; and (c) product offerings, content partners, product pricing, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies;

“Content” means visual, audio, numeric, graphical, text or other data or content made available through the Websites or Services or otherwise by Verdiseno, Inc. for use in conjunction with the Services.

“Customer” means the entity or individual that has consented to this Agreement by execution of an Order Form that references these Terms and Conditions or by any other legally binding method of acceptance of this Agreement, including checking a box on a registration page or any other page on the Websites or Services that precedes access to the Services.

“Customer Data” means any materials, data and information provided by Customer or its Named Users to Verdiseno, Inc. in the course of using the Services.

“Marks” means all trademarks, service marks and trade names of Verdiseno, Inc. and its partners and licensors used herein (including without limitation the name, logo, and the associated designs and logos).

“Named User” means any user licensed under this Agreement and authorized by Customer to access and use the Services through the use of a username, email address, and password that is exclusive to that user.

“Order Form” means the written order form or other ordering documentation (including a registration Webpages or Website forms) entered into by Verdiseno, Inc. and Customer containing the specific terms and conditions applicable to the Services and which references these General Terms and Conditions.

“Permit Package” means a document that the Customer creates using the Service that is used by the Customer to apply for a building permit for a solar electric system. The creation of this document is a Service that Customer pays for on a per-project basis.

“Service” or "Services" means any Service provided through a Website, API, or System established by Verdiseno, Inc..

“Solar Electric System Design Service” is the Service that allows the Customer to design a solar electric system, including the module layout, inverter specification, and specification of both the electrical and mechanical balance-of-system components. The Service also allows the Customer to generate a report summarizing the system design. This Service does not include the generation of a Permit Package.

“Permit Package Service” is the Service that allows a Customer to generate a Permit Package for a system design that has been created using the Solar Electric System Design Service.

“Web Application” means any software owned and controlled by Verdiseno, Inc. that is accessible through the Internet, including APIs.

“Websites” means Verdiseno, Inc. established Internet sites or Web Applications through which the Service and Content is made available, including APIs.

“Verdiseno” means the corporation Verdiseno, Inc. dba Lyra Solar dba SolarDesignTool, the entity that is party to this Agreement and identified by these Terms and Conditions of Service as providing the Service to Customer and that has its main office located at 131 Front Street Suite E-6, Santa Cruz, Ca 95060.

General Usage Terms

Subject to the terms of this Agreement, Verdiseno, Inc. grants to Customer the nontransferable and nonexclusive right during the term stated in the Order Form to permit Named Users to remotely access and use the Service solely for Customer’s own internal business purposes as permitted by this Agreement. A Named User must be at least 13 years of age to use the Service. Information pertaining to a Named User, including but not limited to the username, email, and name, must correspond to the person who uses or will use the credentials of the Named User to access and use the Service. No person may use the Service directly or indirectly if the person is employed by, has a competitive interest in, or operates a business that is a competitor of Verdiseno, Inc., unless the person has been granted express written permission to do so by Verdiseno, Inc.. The username and password of a Named User is for the exclusive use of that Named User and may not be used by any other person or entity.

Customer shall not license, sell, lease, rent, outsource or otherwise make available the Service to third parties, other than Named Users and Affiliates. Customer shall be responsible for the acts and omissions of its Affiliates and Named Users as if they were the acts and omissions of Customer. When using the Service Customer shall not, and shall ensure that its Affiliates and Named Users do not: (a) attempt to translate, decompile, reverse-engineer, or decipher any part of the Websites or Services, or otherwise infringe upon the intellectual property rights of Verdiseno, Inc. or unauthorized use or disclose of Confidential Information; (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) interfere with or disrupt the Verdiseno, Inc. software, the Verdiseno, Inc. systems used to host the Service, other equipment or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service made known to Customer; (d) circumvent the user authentication or security of the Site or Service or any host, network, or account related thereto; (e) use any application programming interface to access the Service other than those made available by Verdiseno, Inc.; (f) mirror the Site on any server; (g) make any use of the Service that violates any applicable local, state, national, international or foreign law; or (h) fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure of the Service, or (i) except for licenses provided to Named Users as permitted in this Agreement, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, Customer for access to the Service. If Customer is granted a license under this Agreement to a free (no fee) version of the Service, to the extent permitted by applicable law, Customer agrees that (i) Verdiseno, Inc. has no obligation to provide any particular service level or support services, and (ii) Verdiseno, Inc. may cease providing the Service at any time without notice.

Copyright and Ownership

All elements of the Websites or Services, including without limitation the general design, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights and may not be reproduced, distributed, transmitted, displayed, published, framed, posted, broadcast, or sold in any form or by any means, in whole or in part, without the prior written of Verdiseno, Inc. or in the case of third party materials, the owner of that content. The Services and the Websites may only be used for the intended purpose for which such Websites and Services are being made available. The Websites or Services and all related rights shall remain the exclusive property of Verdiseno, Inc. or its licensors unless otherwise expressly agreed. Customer will not remove any copyright, trademark or other proprietary notices from material found on our Websites or Services. Customer shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Customer’s use of the Websites and Services. You grant permission to Verdiseno, Inc. to use any feedback, comments, or suggestions you provide for the purposes of marketing and advertisement.

Organizational Identification & Trademarks

All Marks are trademarks or registered trademarks of the Verdiseno, Inc. or its affiliates, partners or licensors. Customer may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity pertaining to distribution of materials on our Websites or Services, without the prior written consent of Verdiseno, Inc.. The use of the Marks on any other website or networked computer environment is not allowed. Customer may not use the Marks as a “hot” link on or to any other website unless establishment of such a link is approved in advance.

Right to Block Access

Verdiseno, Inc. may, at its discretion, disable the account of a Customer or Named User, and otherwise prevent that Customer or Named User from using our Services. Verdiseno, Inc. may also block Customer’s access to the Websites or Services in the event that (a) Customer breaches these Terms and Conditions of Service; or (b) Verdiseno, Inc. believes that Customer’s actions may cause financial loss or legal liability for Customer, other Customers or Verdiseno, Inc..

Account Security

Customer and Customer’s Named Users are entirely responsible for the security and confidentiality of their passwords and other account security credentials. Furthermore, Customer is entirely responsible for any and all activities that occur under Customer’s account. Customer agrees to immediately notify Verdiseno, Inc. of any unauthorized use of Customer’s account or any other breach of security of which Customer becomes aware. Customer is responsible for taking precautions and providing security measures best suited for Customer’s situation and intended use of the Services and Websites. Verdiseno, Inc. has the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights or business). Customer understands that anyone able to provide Customer’s personally identifiable information will be able access Customer’s account so Customer should take reasonable steps to protect this information.

Transactional Partners

In some cases Verdiseno, Inc. may partner with another company who provides services within the Websites or Services, and during such transactions user will be transacting directly with such partner. On these pages, the transactional partner’s brand will be clearly visible, and their Terms and Conditions of Service will be posted. When using these partner pages, Customer will be bound by the partner Terms and Conditions of Service in addition to remaining bound by Verdiseno, Inc.’s Terms and Conditions of Service. When there is a conflict between Verdiseno, Inc.’s Terms and Conditions of Service and partner Terms and Conditions of Service, Verdiseno, Inc.’s Terms and Conditions of Service shall be held as the primary, enforceable Terms and Conditions of Service.

Links to Third Parties

Our Websites or Services may contain hyperlinks to other websites controlled by third parties. These links are provided solely as a convenience to Customer and do not imply endorsement by Verdiseno, Inc., or any affiliation with, or endorsement by, the owner of the linked website. Verdiseno, Inc. is not responsible for the contents or use of any linked website, or any consequence of making the link.

Access and Interference

Customer agrees not to use any robot, spider, scraper or other automated means to (i) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Websites or Services; or (ii) bypass any measures Verdiseno, Inc. may use to prevent or restrict access to the Websites or Services.

No Warranty

The Websites and Services should not be relied upon for advice. Any and all information generated by these Websites or Services, including, but not limited to, solar panel and inverter data, weather data, renewable energy power system configurations and designs, and calculations, are intended to serve as guides only. The design of a renewable energy system should be undertaken only by a trained and qualified engineer and in compliance with any and all applicable laws and codes.

Permit Packages are prepared the purpose of describing the design of a proposed photovoltaic power system with enough detail to demonstrate compliance with applicable codes and regulations. The document shall not be relied upon as a substitute for following manufacturer installation instructions. Contractor shall install equipment in accordance with manufacturer instructions and nothing in this document shall be interpreted in a way that overrides them. Contractor is responsible for verification of all conditions, dimensions, and details in this document.

Customer’s use of and browsing of these Websites or Services are at Customer’s own risk and with the knowledge that Verdiseno, Inc. will not be liable to the Customer for any damages as a result of use of the Websites or Services. Except where otherwise written, VERDISENO, INC., ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ITS SUPPLIERS PROVIDE THE WEBSITES SERVICES, EVERYTHING ON THE WEBSITES AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. VERDISENO, INC., ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VERDISENO, INC. MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE INFORMATION CONTAINED ON THESE WEBSITES AND SERVICES, AND SPECIFICALLY DISCLAIM ANY WARRANTY AS TO THE SUITABILITY, RELIABILITY, TIMELINESS OR ACCURACY OF THE INFORMATION CONTAINED ON THESE WEBSITES AND SERVICES FOR ANY PURPOSE. VERDISENO, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITES OR THE SERVERS THAT MAKES SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to the Customer. This warranty gives Customer specific legal rights and Customer may also have other legal rights that vary from state to state.

Limitation on Liability

IN NO EVENT SHALL VERDISENO, INC., ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITES OR SERVICES, ANY CONTENT THEREON, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) OR CUSTOMER’S USE THEREOF, WHETHER IN A CONTRACT ACTION OR BASED ON NEGLIGENCE, OR OTHER TORT ACTION, OR ANY OTHER CLAIM WHATSOEVER, EVEN IF VERDISENO, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL VERDISENO, INC’S LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED TWENTY-FIVE DOLLARS ($25.00).

Indemnity

Customer agrees to defend, indemnify and hold Verdiseno, Inc. and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to any violation of these terms by Customer, its Named Users, or Affiliates, or in connection with the use of the Websites or Services or the Internet or the placement or transmission of any message or information on these Websites or Services by Customer, its Named Users, or Affiliates or Customer’s violation of any law or the rights of a third party.

Privacy

Customer’s use of the Websites and Services is subject to Verdiseno, Inc’s Privacy Policy. Please read the Privacy Policy.

General

These Terms and Conditions of Service shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Verdiseno, Inc. does not guarantee continuous, uninterrupted or secure access to our Websites or Services, and operation of the Websites or Services may be interfered with by numerous factors outside of our control. If any provision of these Terms and Conditions of Service are held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Customer agrees that these Terms and Conditions of Service and all incorporated agreements may be automatically assigned by the Verdiseno, Inc. in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or the Verdiseno, Inc. the scope or extent of such section. Our failure to act with respect to a breach by Customer or others does not waive our right to act with respect to subsequent or similar breaches. These Terms and Conditions of Service set forth the entire understanding and agreement between Verdiseno, Inc. and Customer with respect to the subject matter hereof. The sections titled “Access and Interference”, “No Warranty”, “Limitation on Liability”, and “Indemnity” shall survive any termination or expiration of this Agreement.

Properties

The table below outlines which properties these terms of service currently covers under Assignment and Organizational Identification.

• All properties operated at lyrasolar.com and *.lyrasolar.com domains
• All properties operated at solardesigntool.com and *.solardesigntool.com domains
• All properties operated at lyra.solar and *.lyra.solar domains
• All properties operated at lyrasolarapp.com and *.lyrasolarapp.com domains

[*] asterisks denotes wild card to include all subdomains

Entire Agreement

These terms and conditions, alongside the Platform Guidelines, are the entire agreement between the Customer and Verdiseno, Inc. and supersedes any prior understandings or agreements (written or oral).

Questions

Please email us through the Contact Page with any questions you have regarding this statement of terms.