Solargraf API License Agreement

EFFECTIVE DATE: MARCH 11, 2024

BY USING THE SOLARGRAF APPLICATION PROGRAMMING INTERFACE AND ASSOCIATED ELECTRONIC DOCUMENTATION (COLLECTIVELY “THE API”), YOU ARE ENTERING INTO THIS LEGALLY BINDING AGREEMENT WITH THE PROVIDER OF THE API (IF LOCATED IN THE EUROPE CONTINENT, MIDDLE EAST REGION, OR AFRICA CONTINENT, THEN ENPHASE ENERGY NL B.V., LOCATED AT HET ZUIDERKRUIS 65, 5215 MV ’S-HERTOGENBOSCH, THE NETHERLANDS, BUT IF LOCATED ELSEWHERE THEN ENPHASE ENERGY, INC., LOCATED AT 47281 BAYSIDE PARKWAY, FREMONT, CALIFORNIA 94538) (THE PROVIDER OF THE API DEFINED AS "ENPHASE," "WE," "US" OR "OUR").

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THIS "AGREEMENT") FOR THE USE OF THE API.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "YOU" OR "YOUR" WILL REFER TO SUCH COMPANY OR ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT USE THE API.

1. Background

You have a Solargraf subscription and wish to use the  Solargraf API.  Enphase is willing to provide you a license to use the API to  and you accept such license, subject to the terms and conditions of this Agreement.

2. License Grant; Restrictions

2.1 License Grant
Subject to and conditioned upon your compliance with the terms and conditions of this Agreement, we grant you a limited, non-exclusive, and non-transferable (except as expressly authorized in this Agreement) license, during the term of this Agreement, to use the API, contingent on compliance with this Agreement and the terms of any other written Agreement governing your use of the API. The foregoing license is subject to and conditioned upon your use of the API and data obtained via the API solely:
(a) for internal business purposes solely in conjunction with your Solargraf subscription to support your end-customers;
(b) for the duration that you are a party to, bound by, and in compliance with the Enphase Terms of Service set forth at www.enphase.com/en-us/legal/terms-of-service ("Terms of Service"), the Solargraf Terms of Use at www.solargraf.com/terms-of-use/ (“Terms of Use”),  and this Agreement;
(c) if and only for as long as you are not more than sixty (60) days late in any payments owed to Enphase.

You acknowledge that Enphase may track your use of our API, including the number, timing, and nature of hits.

2.2 Restrictions on API usage
You acknowledge that the API contains valuable proprietary intellectual property of Enphase. Accordingly, except as expressly permitted in this API License, you shall not:
(a) sublicense or license, sell, rent, assign or otherwise transfer your right to use the API (except a sublicense to a third party contractor under Section 2.1 or in conjunction with a permitted assignment by you of this Agreement under Section 10.5) or otherwise commercially exploit the API, including by providing your login credentials to any third party;
(b) attempt to create a product that operates like the API, make derivative works of, disassemble, reverse compile or reverse engineer any part of the API;
(c) use the API in a manner that adversely impacts the stability of our servers or adversely impacts the behavior of others using the API;
(d) use the API for any illegal, unauthorized or otherwise improper purposes, or in any manner which would render a negative image of Enphase or its brands, including but not limited to Solargraf;
(e) use our name to endorse or promote any product, including your application or site;
(f) use the data accessed through the API for any purpose other than in compliance with all applicable laws, rules, and regulations (including privacy laws, CAN-SPAM, Telephone Consumer Privacy Act, and others), and private obligations; or
(g) use (or facilitate use of) any alternative means such as robots, spiders, scraping or other technology to access, query, or obtain data from Enphase in any way.

3. Privacy

To the extent any personal data/personal information is transferred from one party to another under this Agreement in order to carry out its purpose, the parties agree as follows.  The parties are independent Businesses/Controllers, as defined under relevant privacy laws.  The parties shall each comply with applicable privacy obligations, including state and federal laws.  This Agreement does not constitute the sale or sharing of personal information.  In order to carry out the purpose of this Agreement, it may be necessary for the parties to share personal information/personal data of another individual.  If either party shares personal information/personal data of another individual then the parties are each independent Businesses/Controllers, as defined in relevant privacy laws.  If you share your own personal information, then you acknowledge that you have read Enphase’s privacy policy available at: www.enphase.com/legal/privacy-policy, and agree that Enphase may process that personal information in order to carry out the purposes of this Agreement, or consistent with its privacy policy.

4. Ownership

You own all rights, title and interest (including all intellectual property rights) in and to your application and site. Nothing in this Agreement is intended to restrict your rights to distribute, sell, or otherwise exploit your application or site without data from our API. We own all rights, title, and interest (including all intellectual property rights) in and to the API and any and all modifications and derivative works thereof. Except for the license granted in Section 2.1, we do not grant you any right, title or interest under this Agreement in any intellectual property owned or licensed by us, including the API, use of the API, and our trademarks. There are no implied licenses in this Agreement.

5. Support

Any update or upgrade to the API furnished by Enphase is subject to the terms of this Agreement, unless we expressly state otherwise. Nothing in this Agreement, however, obligates us to provide any services, updates or upgrades to the API, the Solargraf Design & Proposal Service, or any related application, subscription, or services. We may terminate any provision for support or modifications, if at all provided, at any time without notice or liability to us.

6. Suspension; Term and Termination

6.1 Suspension of Use
We may suspend or terminate access to the API at any time for any reason. We may change, suspend or discontinue any aspect of your access to the API at any time without notice or liability to you. We may also impose limits on certain features and services or restrict your access to part or all of the API without notice or liability to you. We may release subsequent versions of the API and require you to access the most recent version. Your continued use of the API after such a release is deemed acceptance of such modifications.

6.2 Term and Termination
The term of this Agreement begins, and the licenses granted hereunder are effective, on the date you first access the API (the “Effective Date”) and will continue unless and until this Agreement is terminated by either party pursuant to this Section. You may terminate this Agreement at any time, with or without cause, by: (a) terminating your Solargraf account, (b) sending an email to support@solargraf.com with your name and the subject "TERMINATION OF API LICENSE," or (c) sending a letter by United States mail to: Enphase Energy, Inc., Attn: Legal, 47281 Bayside Pkwy. Fremont, CA 94538, or to such other address as we may specify. We may terminate this Agreement at any time, with or without cause, upon written notice to you by sending you an e-mail to the address that you provided for your developer account, provided that if the e-mail address you provided to us is not valid or for any reason you do not receive the notice, our dispatch of the e-mail will nonetheless constitute effective notice of such termination.

6.3 Effect of Termination
Upon any termination of this Agreement, the license granted hereunder immediately terminates and you shall immediately destroy any copies of API materials (including documentation) in your possession. The following terms of this Agreement will survive any termination of this Agreement: 2.2, 4, 5, 6.3, 7, 8, 9 and 10.

7. Disclaimer

THE API IS PROVIDED "AS IS" AND WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY REPRESENTATION, WARRANTY OR CONDITION AS TO THE AVAILABILITY OR UPTIME OF THE API, OR THAT THE API IS FREE OF INACCURACIES, ERRORS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, OR COMPLETE. YOUR USE OF THE API IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE API INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE API, THEN TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF YOUR FIRST USE OF THE API. YOU SHALL NOT MAKE ANY GUARANTEES OR WARRANTIES AS TO THE API.

8. Limitation of Liability

WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR RELIANCE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE API, WHETHER IN CONTRACT OR TORT OR OTHERWISE. ENPHASE’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD).

9. Indemnification

To the maximum extent permitted by applicable law, at your own cost and expense, you shall: (a) defend or settle any claims brought against Enphase or any of its directors, officers, employees or agents by a third party resulting from or relating to your application or site, or your breach of this Agreement, including: (i) use of our API by you or anyone through a product or service that you provide that is inconsistent with the relevant documentation, and (ii) breach of the obligations in Section 2.2 to comply with all applicable laws, rules, and regulations, and (b) pay any settlement of such claim, regulatory penalty, and any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim. Under no circumstances may you enter into any settlement that involves an admission of liability, negligence or other culpability of Enphase or that requires Enphase to contribute to the settlement without Enphase’s prior written consent. Enphase may participate in the defense and settlement of any claim at its cost.

10. General Terms

10.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles that would require the application of the law of a different state. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in Santa Clara County, California and each party irrevocably submits to the jurisdiction and venue of any such court, except that Enphase may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights.

10.2 Remedies
Injunctive Relief. All rights and remedies of Enphase under this Agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy is not be an election of that remedy to the exclusion of other remedies. You acknowledge that any actual or threatened breach of Sections 2 or 3 constitutes immediate, irreparable harm to us for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

10.3 Attorneys Fees
In the event of litigation between the parties arising out of or related to this Agreement, the prevailing party is entitled to recover its attorneys’ fees and costs incurred.

10.4 Relationship Between the Parties
The parties are independent contractors and nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind and neither party has the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

10.5 Assignment
You may not assign this Agreement, in whole or in part, without our prior written consent. Any assignment in violation of this Section is null and void. We may freely assign this Agreement. Notwithstanding the foregoing, you may sublicense the license granted in Section 2.1 to a third party contractor but only for the purpose of engaging such third party to develop a technical application or site for you, provided that; (1) you enter into a binding written agreement with such third party contractor requiring such third party contractor to: (a) exercise such sublicense solely for the purpose of developing your application or site for your benefit; and (b) comply with the Terms of Service, Terms of Use, and this Agreement (including the restrictions described in Sections 2.1 and 2.2). Any non-compliance by such third party contractor with the Terms of Service, Terms of Use,or this Agreement is deemed a breach by you.

10.6 Force Majeure
Except for any payment obligations, neither party shall be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its reasonable control, including acts of nature, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or wars, pandemic, or viruses which did not result from the acts or omissions of such party, its employees or agents, strikes, work stoppages or other labor difficulties, or outages of any network.

10.7 Export Laws
You shall comply with applicable export laws and regulations of the United States with respect to the API and any technical data received pursuant to this Agreement.

10.8 Changes
This Agreement is subject to occasional revision, and if Enphase makes any substantial changes to this Agreement, we will notify you by prominently posting notice of the changes on our Website or sending you an e-mail to the address that you provided for your Enphase account. Any changes to this Agreement is effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes are effective immediately for new licensees of the API. If you do not agree to the changes, you must cease your use of the API immediately and follow the termination provisions in Sections 6.2 and 6.3. By using the API, you agree to be bound by any such changes and, therefore, you should periodically visit our Website to examine the then-current Agreement. Please note that at all times you are responsible for updating any e-mail address that you have provided to us for your Enphase account. If the e-mail address you have provided to us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice nonetheless constitutes effective notice of the changes described in the notice.

10.9 Miscellaneous
You and Enphase are independent data controllers and independent Businesses as defined in governing privacy law. Enphase’s provision of personal information via API does not constitute the “sale” or “sharing” of personal information as defined in governing privacy law, and such provision does not form consideration for this or other related agreements between the parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement cancels and supersedes any and all prior proposals (oral and written), understandings, representations, conditions, warranties, covenants and other communications between the parties, which relate to the subject matter of this Agreement. Except as otherwise provided in Section 10.8, this Agreement may only be amended by a written instrument signed by both parties, and no course of dealing or usage of trade may be invoked to modify this Agreement. If this Agreement is translated into any other language, the English language version hereof governs. The titles, headings and subheadings used throughout this Agreement are intended solely for convenience of reference and do not form a part of the terms of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be construed so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of this Agreement; and if such provision will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. A party’s waiver of any breach of this Agreement by the other party does not constitute a waiver of any rights or any subsequent breach of the same or different provision thereof. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving party. Except as expressly set forth in this Agreement, nothing in this Agreement is intended or may be construed to confer upon or give to any third party any rights or remedies under or by reason of this Agreement. As used in this Agreement, the word "including" means "including but not limited to."

Questions or Concerns

If you have any questions or concerns regarding this Agreement, please contact us at support@solargraf.com.