Surge Enterprises LLC, dba Surge
Terms of Use

Last Modified: January 28, 2025

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Satva Solar, LLC. dba Surge ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of https://usesurge.com/, including any content, functionality, software-as-a-service, and services offered on or through https://usesurge.com/ (the "Website"), whether as a guest or a registered User.

Please read the Terms of Use carefully before you start to use the Website. These Terms of Use are a legally binding agreement between you and Company. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://usesurge.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to Users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. IF YOU WISH TO OPT OUT OF BINDING ARBITRATION, PLEASE EMAIL US AT team@usesurge.com AND LET US KNOW WITHIN 30 DAYS OF YOUR INITIAL ACCEPTANCE OF THIS AGREEMENT.

Website Description

This Website provides a marketplace for solar energy sales professionals and their interested clients to connect with solar energy installers, request and collect Proposals (as defined below), evaluate opportunities, track sales deals through various stages (“Deals”), earn commission payment (“Commissions”) on a closed sale which a Solo User and Enterprise User collaborate on (“Closed Sale”), and take part in a community for the renewable energy industry.

The Website may include, but not be limited to, the following: customer relationship management (CRM) tool; information concerning third-party vendors including, but not limited to, product manufacturers, installers and other contractors, lenders and financial institutions (“Outside Vendors”); and product and service descriptions, including materials provided by Outside Vendors (whether such materials are delivered to you via the Website, or delivered to you directly by an Outside Vendor in response to a request for Proposal).

Unless expressly stated in writing on the Website, nothing contained therein shall constitute an offer or promise to deliver any products and services, whether by Company or any Outside Vendor. Outside Vendors may not offer all products and services described on the Website in all states, or in all communities within a state, and the offer of certain products or services to Users may be subject to certain qualifying criteria that are not established by Company, and over which Company has no influence, authority or control.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Types of Users

We deliver the services offered through our Website to Users. There are different types of Users:

“Solo Users” are energy sales professionals that utilize the Website to leverage leads and opportunities, earn Commissions on Deals in renewable energy, and collaborate and connect with solar professionals and installers nationwide as part of a community.

“Enterprise Users” are energy product installers, commercial construction companies, financiers, and manufacturers that utilize the Website to bid on pre-qualified renewable energy installation leads, automate sales and partner connections, sell their products and services to businesses, and collaborate with top solar experts nationwide as part of a community.

Throughout this document, all of the above will be referred to as “You” or “Users” unless otherwise specified individually. All Users are bound to these Terms of Use.

Account Registration

You must register as a Solo User or an Enterprise User to have full access and use of the Website. Your account registration is subject to filling out an intake form, and thorough review and approval by the Company through the identification and verification method identified in this Terms of Use. Company endeavors to complete account verifications within a reasonable time after the registration is submitted.

To have a Solo User account with us, you must be a qualified sales agent for renewable energy products.

To have an Enterprise User account with us, you must be a qualified renewable energy product installer or commercial construction company, a commercial financial institution or financier, or an energy product manufacturer, with appropriate licenses, certifications, and qualifications.

Company reserves the right to refuse, suspend, or revoke your access to the Website including for violating these terms or for any other reason, or for no reason, all in our sole discretion.

You may not access or use the Website if we have previously removed you from the Website.

Account Profile

To use our Website, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide accurate and complete information on your Profile and you agree to keep that information current. You agree not to provide any false or misleading information about your identity, skills, or experience and to keep all such information current. We reserve the right to suspend or terminate the account, or access to our Website, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an account.

Identification and Verification

When you register for an account and periodically thereafter, your account may be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your experience, and your standing with state bars.

You authorize Company, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about you, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification, your account may be temporarily limited but will be restored if verification is successfully completed.

Additional User-Specific Capabilities and Restrictions

In addition to other requirements set forth in these Terms of Use, the following capabilities and restrictions apply specifically to the different types of Users:

Solo Users:

- May extend an invitation to Enterprise Users to provide Solo User with information about products and/or services, or to furnish Solo User with proposals to deliver products and/or services (“Proposal”) to an end customer (“End Customer”) given that if Solo User provides contact information, Solo User provides express written consent for Enterprise User to contact Solo User;

- May evaluate, choose, or otherwise present Proposals from Enterprise Users but are not required to choose a Proposal;

- May collect Commissions according to the agreed upon current commission structure on Deals that lead to Closed Sales through the Website;

- Must track Deal status using the Website to be eligible for Commission;

- Agree that for sales to be tracked to their Account as an originating User and be Commission-eligible, they must maintain their account on the platform;

- Agree that if they cancel their Account on the Website while a Deal they originally generated is in progress, they forfeit their right to a Commission on the Deal;

- Must not circumvent the Website by working directly with an Enterprise User outside of the Website for a Deal in accordance with the Non-Circumvention section of this Terms of Use;

- Agree to execute a non-disclosure agreement with chosen Enterprise Users as part of communication;

- Acknowledge and agree that Solo Users are ultimately responsible for choosing an Enterprise User. Company provides Solo Users with a list of Enterprise Users for your independent consideration based in part upon the category of services needed by your prospective client and other information that Solo Users provide to Company including the prospective client’s geographical location, such that the Enterprise User chosen is able to provide services in the geographical location of the prospective client. The name(s) of Enterprise Users provided for your consideration could also be the result of a request by Solo User for an Enterprise User who represents familiarity with a certain needs.

- Acknowledge and agree that Company (i) does not recommend or endorse any Enterprise User, (ii) does not make any representations or warranties with respect to any Enterprise User or the quality of the services they may provide, and (iii) collects a Commission from the Enterprise User selected from a Closed Sale;

- Acknowledge that you are fully responsible and liable for all communications, engagements, and relationship with an End Customer and Company has no responsibility or liability to such end customer;

- Must abide by any other requirements communicated to Solo User by Company.

Enterprise Users:

- May be required to share additional information for any such Proposals;

- Must track Deal status using the Website;

- Upon a Closed Sale, must pay Commission in accordance with these Terms of Use and the agreed upon current commission structure to Company to be distributed to the Company to pay the Solo User responsible for the Closed Sale;

- Must not circumvent the Website by working directly with a Solo User outside of the Website for a Deal in accordance with the Non-Circumvention section of this Terms of Use;

- Agree to execute a non-disclosure agreement with chosen Solo Users as part of communication;

- May respond to requests for feasibility studies and Proposals by the Website based upon leads generated by the Website;

- Agree that final signed contract value and final gross margin on Deals contracted will not differ by more than 5% from the original approved proposal value.

- Agree that if they cancel their Account on the Website while a Deal is developing in progress to evade sales Commission owed to a Solo User and the Website, Company has the right to pursue legal action and all available remedies.

- Acknowledge and agree that Enterprise Users are ultimately responsible for choosing an opportunity presented by a Solo User or the Company. Company provides Solo with a list of Enterprise Users for their independent consideration based in part upon the category of services needed and other information that Solo Users provide to Company including the prospective client’s proximity to your company’s geographical service area. The name(s) of Enterprise Users provided for Solo Users consideration could also be the result of a request by Solo User for an Enterprise User who represents familiarity with a certain needs.

- Acknowledge and agree that Company (i) does not recommend or endorse any Solo User, (ii) does not make any representations or warranties with respect to any Solo User or the quality of the deals they may provide, and (iii) must pay Commission as agreed upon.

- Acknowledge and agree that Enterprise User is solely, fully, and wholly responsible and liable for any relationship or engagement with Solo User and Company has no liability or responsibility.

- Must abide by any other requirements communicated to Enterprise User by Company.

Communication Between Solo Users and Enterprise Users.

Communication is critical to a productive working relationship. As such, by posting work or accepting work, you agree to proactively call, chat, video conference, email, or otherwise communicate with the other User regarding the work, including without limitation:

- Establishing clear and unambiguous requirements for Proposals;

- Establishing clear and unambiguous deadlines and the ability to meet such deadlines;

- The scope of work;

- Expectations regarding the work, including timelines;

- Preferred communication styles; and

- Any information, documents, or other materials needed to timely and successfully complete the work.

Non-Circumvention; Liquidated Damages for Working Together Outside the Website Without Company Approval.

You acknowledge that Company has invested, and continues to invest, substantial resources and effort to build and operate the Website. You, on behalf of yourself, company, or any other entity in which you hold an interest, acknowledge and commit not to circumvent or attempt to circumvent Company or this Agreement, or in any way procure relevant services outside of the Website without Company’s prior written consent. You acknowledge that the circumvention described above would damage Company, and You expressly agree that damages for breach will be measured as the greater of: (a) 30% of the contract value of the Deal involved; or (b) $10,000. You acknowledge and agree that you are liable for this payment.

You and Company hereby acknowledge and agree that the sums payable under this Section constitute liquidated damages and not penalties and are in addition to all other rights of Company under this Agreement. You and Company further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate; (ii) the amounts specified in this Section bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with circumvention of the Site; (iii) one of the reasons for the amounts set forth in this Section is the uncertainty and cost of litigation regarding the question of actual damages; and (iv) you and Company are sophisticated parties and this Agreement is an arm’s length agreement.

User Pricing and Commission Structure

User subscription pricing for Solo Users and Enterprise Users are in accordance with our current Pricing, which may be updated at our sole discretion.

Commission structure for Solo Users and Enterprise Users are in accordance with our current Commission Structure shared with Users, which may be updated at our sole discretion.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to Users, including registered Users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a User name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, email, phone number, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

- You may store files that are automatically cached by your Web browser for display enhancement purposes.

- You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

- Modify copies of any materials from this site.

- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: team@usesurge.com

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

"Third-Party Products" means any products, content, services, information, websites, or other materials, that are owned by third parties and are incorporated into, integrated with, or otherwise accessible through the Services, including any open source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

The Website may permit access or integration to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions, and we claim no responsibility for such Third-Party Products. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, integrate, or otherwise use such Third-Party Products.

The Website utilizes HighLevel, Inc., a software-as-a-service, as a Third-Party Product to deliver the Website and associated services. By using this Website, you are bound by, and agree to HighLevel’s Terms of Service and Privacy Policy. If you do not agree with HighLevel’s Terms of Service and Privacy Policy, please do not use our Website or related services.

Trademarks

The Company name, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

- To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.

- To impersonate or attempt to impersonate the Company, a Company employee, another User or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).

- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or Users of the Website, or expose them to liability.

Additionally, you agree not to:

- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

- Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

- Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

- Use any device, software or routine that interferes with the proper working of the Website.

- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.

- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

- Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain other interactive features (collectively, "Interactive Services") that allow Users to post, submit, publish, display or transmit to other Users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assignees the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.

You represent and warrant that:

- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

- All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other User of the Website.

Monitoring and Enforcement; Termination

We have the right to:

- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Website or the public or could create liability for the Company.

- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

- Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

- Be likely to deceive any person.Promote any illegal activity, or advocate, promote or assist any unlawful act.

- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please contact us for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the User accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other Users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of services or information formed through the Website, or as a result of visits made by you are governed by our Software as a Service Agreement (SaaS Agreement), which are hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part

This Website may provide certain social media features that enable you to:

- Link from your own or certain third-party websites to certain content on this Website.

- Send e-mails or other communications with certain content, or links to certain content, on this Website.

- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

- Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

- Link to any part of the Website that is prohibited.

- Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Iowa in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Third-Party Content and Websites; Third-Party Transactions and Services and Disclaimers

The Website may contain features and functionalities that may link you or provide you with access to information and content provided by third parties, including Outside Vendors, that is completely independent of Company, including web sites, directories, servers, networks, systems, databases, applications, software, programs, products, or services. Company makes no representation or warranty as to the accuracy, completeness, or authenticity of the information obtained from or contained in any such web site, directory, server, network, system, database, application, software, program, product, or service, and under no circumstance will Company be liable in any way for content provided by third parties, including Outside Vendors, or for any loss or damage of any kind incurred as a result of the use of, or reliance upon, such content.

Company allows Solo Users to connect with Enterprise Users, who may be but are not limited to, distributed energy system manufacturers, distributed energy system installers (electricians, plumbers and other contractors), and financiers (banks and other lending institutions) in order to receive additional information from them, including project Proposals, estimates for installation and other professional services, and project financing. Company may, in turn, receive a fee or other compensation from these distributed energy system manufacturers, distributed energy system installers and financiers, for providing them with the opportunity to respond to Proposals.

Neither is Company itself a distributed energy system manufacturer, a distributed energy system installer, a contractor, a distributor, or broker of energy-related products, or bank/financier. Under no circumstance will Company be liable in any way for services or products provided by third parties, including Outside Vendors, or for any loss or damage of any kind incurred as a result of the use of, or reliance upon, such products or services.

Company is not authorized, and hereby specifically declines any such authority if offered, to act as an agent on behalf of any distributed energy system manufacturer, or any distributed energy system installer or other contractor, or financier, except for the purposes of generating opportunities, requesting Proposals, etc. in the manner described in the previous paragraph.

Your dealings with organizations, firms, and/or individuals found on or through the Website including any payment(s) for the delivery of goods and/or services, and any other terms, conditions, warranties or representations associated with such dealings, whether or not you have authorized Company in writing to serve as your agent on a fee-for-service basis, are solely between you and such organizations, firms, and/or individuals. You should make whatever investigation you feel is necessary or appropriate prior to engaging in any transaction, financial or otherwise, with any of these third parties, including Outside Vendors, whether or not you engage in any transaction, financial or otherwise, with any of these third parties despite Company’s involvement in the matter.

You agree that Company shall not be responsible or liable for any loss or damage of any kind that is incurred as the result of any such dealings with organizations, firms, Outside Vendors, and/or individuals found on or through the Website. If there is a dispute between you and any other User(s) of the Website, or any third party, with whom you are affiliated, or Third-Party Vendor, you understand and agree that Company is under no obligation to resolve the dispute, or assist with its resolution. In the event that you have a dispute with one or more other Users of the Website, or any third party, including a Third-Party Vendor, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction).

Binding Arbitration

a. Any dispute in relation to this Agreement will be resolved through arbitration, unless otherwise prohibited by applicable laws. If you would like to opt-out of binding arbitration, please notify us within 30 days of your acceptance of this Agreement by emailing team@usesurge.com.

b. This provision facilitates the prompt and efficient resolution of any dispute that may arise between you and us. The term “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided by us or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

c. This provision provides that all disputes between you and us will be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney’s fees). YOU AND PROVIDER AGREE THAT ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION. PLEASE INFORM US IMMEDIATELY IF YOU WOULD PREFER OPT-ING OUT OF BINDING ARBITRATION IN ACCORDANCE WITH THIS PROVISION.

d. Pre-Arbitration Claim Resolution. For all disputes, you must first give us an opportunity to cure or resolve the dispute which is first done by emailing us at team@usesurge.com the following information: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the dispute within 45 days after receiving your notification, then you may pursue your dispute in arbitration.

e. Arbitration Procedures. If this provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration will be commenced as an individual arbitration, and will in no event be commenced as a class arbitration. This provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration. Because these Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. You or we may initiate arbitration in either Iowa or the U.S federal judicial district where you are located.

f. Class Action Waiver. Except as otherwise provided in this provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Us specifically agree to do so following initiation of the arbitration.

g. You understand and agree that by accepting this provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. If any clause within this provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the dispute will be decided by a court. This provision will survive the termination of your account with us or our affiliates and your discontinued use of this Website. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this provision if a dispute between us arises.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, and Software as a Service Agreement (SaaS Agreeent), constitute the sole and entire agreement between you and Satva Solar, LLC. dba Surge with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Satva Solar, LLC. dba Surge, 504 South 5th Street, Fairfield, Iowa 52556.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: team@usesurge.com