ODX Installer Terms of Service

Terms of Service - Otonomi DX (Installer Subscription Agreement)

Last Updated: April 27, 2026

Solutions Otonomi Inc.

1. Introduction and Acceptance

1.1 Agreement

These Terms of Service (the "Terms") form a legally binding agreement between you ("Customer", "you", or "your") and Solutions Otonomi Inc. ("Solutions Otonomi", "we", "us", or "our"), a corporation incorporated under the laws of the Province of Québec, Canada, with its principal place of business at 218 avenue Redfern, Apt. 17, Westmount, Québec H3Z 2G3, Canada.

These Terms govern your access to and use of the Otonomi DX platform and related services (collectively, the "Service") as a paying business customer.

1.2 Two-Layer Contract Architecture

You should be aware that Solutions Otonomi maintains separate agreements for different audiences:

(a) These Terms govern the relationship between Solutions Otonomi and you, the paying business customer (a Solar Professional);

(b) the End User Terms of Use govern the relationship between Solutions Otonomi and individual prospects (homeowners and other End Clients) who use the white-labelled webapp linked from your website; and

You acknowledge that End Clients accept their own separate agreement with Solutions Otonomi when they begin using the white-labelled webapp.

1.3 Acceptance

By creating an account, signing an order form, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Privacy Policy. If you do not agree, you must not use the Service.

1.4 Authority to Bind

If you are using the Service on behalf of a company, partnership, sole proprietorship, or other legal entity (the "Organization"), you represent and warrant that you have authority to bind that Organization. In such case, "you" and "your" refer to both you individually and the Organization.

1.5 Eligibility

You must be at least eighteen (18) years of age and a Solar Professional (or duly authorized to act on behalf of one), meaning a business engaged in the installation, electrical work, resale, wholesale, or manufacture of solar energy systems. The Service is not intended for individual consumer use.

2. Definitions

"Account" means the registered account created to access the Service, including all credentials, settings, and associated data.

"Authorized User" means an individual granted access to the Service under your Account, including employees, contractors, or agents of your Organization.

"Content" means all text, images, logos, brand elements, project data, proposals, calculations, and other materials uploaded, created, or generated through the Service.

"End Client" or "End User" means an individual or entity (typically a homeowner) who interacts with the white-labelled webapp linked from your website to obtain a solar project recommendation and proposal.

"End Client Data" means personal information and project data provided by End Clients through the white-labelled webapp, including but not limited to name, email address, phone number, postal address, energy consumption data, utility bills, photos, and roof/property characteristics.

"Intake Record" means the original record of End Client Data as submitted by the End Client through the white-labelled webapp, which Solutions Otonomi preserves unchanged.

"Material Breach" means a breach of these Terms that (a) substantially deprives the non-breaching party of the benefit of these Terms, (b) is willful or repeated after written notice, or (c) involves non-payment, breach of confidentiality, breach of intellectual property obligations, or breach of acceptable use restrictions.

"Proposal Record" means a separate, duplicated copy of an Intake Record that you may edit during proposal preparation. The Intake Record remains preserved unchanged regardless of any edits made to the Proposal Record.

"Service" means the Otonomi DX platform, including all features, modules, tools, APIs, integrations, and updates.

"Sub-Processor" means a third party engaged by Solutions Otonomi to process personal information on its behalf in connection with the Service (e.g., hosting providers, payment processors, email services).

"Subscription" means your paid annual subscription plan granting access to the Service.

"Technical Outputs" means calculations, sizing results, equipment compatibility checks, roof layout analyses, bills of materials, and any other technical data, recommendations, or results generated by the Service.

"User Content" means all Content that you or your Authorized Users upload, submit, or create through the Service, including logos, brand colours, custom text, marketing materials, customer reviews, and portfolio photos.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an Account by providing accurate, current, and complete information. You agree to keep your Account information up to date.

3.2 Authorized Users

Your Subscription may include access for multiple Authorized Users within your Organization. The addition or removal of Authorized Users is managed by Solutions Otonomi. You are responsible for ensuring all Authorized Users comply with these Terms. Any act or omission of an Authorized User is deemed your act or omission for purposes of these Terms.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials. You agree to notify Solutions Otonomi immediately of any unauthorized use of your Account. Solutions Otonomi will not be liable for losses resulting from your failure to protect your credentials.

3.4 Account Sharing Prohibited

Your Account and login credentials are personal and non-transferable. Each Authorized User must have unique credentials. You may not share, sell, or sublicense your Account or credentials.

3.5 Suspension and Termination

Solutions Otonomi may suspend or terminate your Account if we reasonably believe you have committed a Material Breach, your Account has been compromised, your use poses a risk to the Service or third parties, suspension is required by law, or your fees remain unpaid beyond the grace period set out in Section 5.6.

4. The Service

4.1 Description

Otonomi DX is an all-in-one platform for Solar Professionals. The Service includes:

(a) a white-labelled webapp hosted by Solutions Otonomi that you may link to from your website. End Clients access the webapp through a link (button) you place on your site, complete a project intake form, and receive an indicative project recommendation. Solutions Otonomi is responsible for the accessibility, hosting, and operation of the webapp itself; you are responsible for the link and any presentation surrounding it on your own website;

(b) a professional dashboard centralizing incoming leads, contact details, and pre-calculated system results;

(c) project design and sizing tools, including electrical calculations, equipment compatibility checks, and return on investment (ROI) calculations for End Clients (including, without limitation, estimated savings, payback period, and projected energy production);

(d) lead management and customer relationship tracking;

(e) proposal creation, branding, electronic delivery, and tracking (including notifications when an End Client opens a proposal);

(f) a roof layout tool for visualizing solar panel placement;

(g) customer reviews and portfolio project showcase features that you may include in proposals; and

(h) optional integrations with third-party CRMs and management platforms.

4.2 Data Lifecycle and Installer Edits

You acknowledge and agree to the following data flow:

(a) Intake Record (preserved). When an End Client submits the form via the white-labelled webapp, Solutions Otonomi stores the original submission as an Intake Record. The Intake Record is preserved unchanged.

(b) Proposal Record (editable by you). When you convert an Intake Record into a proposal, the system creates a Proposal Record as a separate, duplicated copy. You may modify any field in the Proposal Record (including consumption data, address, roof characteristics, and equipment selections) to tailor the system for the End Client.

(c) Your responsibility for edits. Any modification you make in a Proposal Record is your own representation. You are solely responsible for the accuracy, completeness, and appropriateness of edits you make. Solutions Otonomi has no obligation to verify, validate, or audit Proposal Record edits, and bears no liability for consequences arising from such edits, including system underperformance, customer disputes, regulatory non-compliance, or warranty claims.

(d) Audit trail. Solutions Otonomi may retain Intake Records and Proposal Records for the duration necessary to deliver the Service and as required by these Terms (see Section 13.4).

4.3 Service Availability

Solutions Otonomi will use commercially reasonable efforts to make the Service available continuously. The Service may be subject to scheduled or emergency maintenance, system upgrades, network failures, force majeure events, or third-party infrastructure issues. We do not commit to a specific uptime percentage unless a separate Service Level Agreement is executed.

4.4 Service Credit for Prolonged Outages

If the Service is unavailable for more than seventy-two (72) consecutive hours due to causes within Solutions Otonomi's reasonable control (excluding scheduled maintenance announced in advance, force majeure events under Section 18.5, and Customer-caused issues), you may request a pro-rata credit equal to the daily fee value of each full day of unavailability beyond the 72-hour threshold. Requests must be submitted in writing within thirty (30) days of the outage's resolution. Credits will be applied to your next invoice and are not redeemable for cash. This Section 4.4 sets out your sole and exclusive remedy for Service unavailability.

4.5 Modifications to the Service

Solutions Otonomi may modify, update, enhance, or discontinue any aspect of the Service at any time. We will give reasonable notice of changes that materially and adversely affect your use. If a modification materially reduces the core functionality of the Service, you may terminate your Subscription under Section 13.2 and receive a pro-rata refund for the unused prepaid portion.

4.6 Support

Solutions Otonomi provides support through the channels and during the hours specified on our website. Support availability, response times, and scope may vary based on your Subscription plan.

4.7 Future Features and Material Updates

When we add features that materially change the legal or privacy posture of the Service (for example, automated decision-making features such as AI-assisted bill of materials generation), we will update these Terms and the Privacy Policy and provide notice in accordance with Section 16. As of the Last Updated date of these Terms, the Service does not use automated decision-making to render decisions about End Clients within the meaning of Section 12.1 of the Act respecting the protection of personal information in the private sector (Québec).

5. Subscription, Fees, and Payment

5.1 Subscription Plans

Access to the Service requires an active, paid annual Subscription. Plan features, limits, and pricing are set out on our website or in your order form.

5.2 Billing and Payment

Subscription fees are billed annually in advance. Payment is made by credit card via Stripe or by invoice and bank transfer, as agreed at purchase. Fees are quoted and payable in the currency specified in your order.

5.3 Taxes

Fees are exclusive of applicable taxes (including GST, QST, HST, and other sales or value-added taxes), which you are responsible for paying, except for taxes based on Solutions Otonomi's net income.

5.4 Auto-Renewal and Pre-Renewal Notice

Your Subscription will automatically renew for successive annual periods at the then-current rate, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current Subscription period.

Cancellation procedure. To cancel your Subscription, you must send a written request by email to info@solutions-otonomi.com from the email address associated with your Account, including your Organization's name and the reason for cancellation (optional). Solutions Otonomi will confirm receipt of your request and the effective date of cancellation by email.

Pre-renewal notice. Solutions Otonomi will send you an automatic email reminder at least sixty (60) days before each renewal date, identifying (a) the renewal date, (b) the renewal fee, (c) the procedure for cancellation, and (d) your contact email of record. This notice is sent to the email address associated with your Account.

5.5 Price Changes

Solutions Otonomi may modify Subscription fees, with any increase taking effect at the start of your next renewal period and only after at least sixty (60) days' prior written notice. If you do not accept the new pricing, you may cancel before the renewal date by sending a request by email to info@solutions-otonomi.com, in accordance with the procedure set out in Section 5.4.

5.6 Non-Payment

If a payment is not received when due, Solutions Otonomi may, after written notice and a fifteen (15) day grace period:

(a) suspend your access until outstanding amounts are paid;

(b) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law; and

5.7 Refund Policy

Subscription fees are non-refundable except as required by applicable law, expressly provided in these Terms (such as Sections 4.5, 4.4, and 13.3(d)), or where Solutions Otonomi commits a Material Breach and fails to cure it within thirty (30) days of written notice. In such case, you may be entitled to a pro-rata refund for the unused prepaid portion of your Subscription period.

6. Acceptable Use

6.1 Permitted Use

You may use the Service solely for your internal business purposes as a Solar Professional, including project design, proposal generation, customer relationship management, and project-related calculations.

6.2 Prohibited Conduct

You agree not to, and not to permit any Authorized User or third party to:

(a) use the Service for any unlawful purpose or in violation of any applicable law, regulation, or industry standard;

(b) resell, sublicense, redistribute, or otherwise make the Service available to third parties, except as expressly permitted (e.g., sharing proposals with End Clients);

(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service, except to the extent permitted by applicable law (including for interoperability purposes under Section 30.6 of the Copyright Act, R.S.C. 1985, c. C-42);

(d) copy, modify, or create derivative works from the Service;

(e) interfere with or disrupt the integrity, performance, or security of the Service, including through viruses, malware, or harmful code;

(f) circumvent any security measures or usage limitations;

(g) use the Service to send unsolicited communications, spam, or phishing attempts;

(h) scrape, crawl, or use automated means to access or collect data from the Service, except through approved APIs;

(i) impersonate any person or entity;

(j) upload User Content that infringes any third party's intellectual property, privacy, or other rights;

(k) use the Service in a way that could damage, disable, or overburden it;

(l) use Technical Outputs as definitive engineering, electrical, or construction specifications without independent professional verification (see Section 7); or

(m) modify Proposal Record fields with values you know or should reasonably know to be inaccurate or misleading to the End Client.

6.3 Usage Limits

Your Subscription may include usage limits (number of projects, proposals, End Clients, or Authorized Users), specified in your plan. Exceeding limits may require upgrading your plan.

6.4 Customer Reviews and Portfolio Content

If you include customer reviews, testimonials, or portfolio project photos in your proposals or marketing materials through the Service:

(a) you represent and warrant that you have obtained all necessary consents, including the right to use the testimonial and any individual's likeness or identifying property images;

(b) testimonials must be genuine and not fabricated;

(d) you will indemnify Solutions Otonomi against claims arising from your customer reviews or portfolio content under Section 14.

6.5 End Client Tracking Disclosure

The Service tracks proposal events (such as link openings) and provides this information to you. Where your jurisdiction or the End Client's jurisdiction requires disclosure of such tracking to the End Client, you are responsible for making that disclosure (typically in your own privacy notice or proposal cover language).

7. Technical Outputs — Disclaimer of Accuracy

7.1 Nature of Technical Outputs

The Service generates Technical Outputs, including system sizing calculations, equipment compatibility and validation checks (such as charge regulator maximum acceptable open-circuit voltage, short-circuit current, or maximum power ratings against module specifications), roof layout analyses, panel placement suggestions, electrical calculations, return on investment (ROI) calculations (including savings estimates, payback periods, projected energy production, and related financial assumptions), and bills of materials.

7.2 Informational Purpose Only

All Technical Outputs are provided for informational and reference purposes only and are intended to assist Solar Professionals in their work. Technical Outputs do not constitute professional engineering advice, certifications, or guarantees of accuracy, performance, safety, or regulatory compliance.

7.3 Professional Verification Required

You acknowledge and agree that:

(a) all Technical Outputs must be independently verified by a qualified professional before being relied upon for purchasing, installation, construction, or any other purpose;

(b) Technical Outputs may contain errors, inaccuracies, or omissions due to limitations of automated calculations, data input errors (including End Client-supplied data and your own Proposal Record edits), equipment database discrepancies, or other factors;

(c) you are solely responsible for ensuring that any solar system design, equipment selection, installation, or project specification complies with all applicable laws, regulations, electrical codes, building codes, manufacturer specifications, and industry standards in your jurisdiction;

(d) Solutions Otonomi does not warrant the accuracy, completeness, reliability, or suitability of any Technical Output for any particular purpose; and

(e) any reliance on Technical Outputs is at your sole risk.

7.4 No Liability for Technical Outputs

Subject to Section 12.5 (mandatory limits under Québec law), Solutions Otonomi shall not be liable for any loss, damage, injury, claim, or expense arising from or related to your reliance on, or use of, any Technical Outputs, including equipment failures, system underperformance, installation defects, regulatory non-compliance, property damage, or personal injury.

7.5 Equipment Database

The Service references a database of solar equipment for use in project design and proposals. While Solutions Otonomi endeavours to keep the equipment database accurate and current, we do not guarantee the accuracy, completeness, or currency of equipment specifications, pricing, or availability. You are solely responsible for verifying all equipment specifications and current pricing directly with manufacturers or authorized distributors before purchasing, installing, or quoting fixed prices to End Clients. Solutions Otonomi has no liability for equipment-database inaccuracies that affect proposals or contracts you generate using the Service.

8. User Content and Intellectual Property

8.1 Ownership of User Content

You retain ownership of your User Content. Nothing in these Terms transfers ownership to Solutions Otonomi.

8.2 Licence to Solutions Otonomi

By uploading or making User Content available through the Service, you grant Solutions Otonomi a non-exclusive, worldwide, royalty-free, sublicensable licence to use, store, reproduce, display, and process your User Content solely as necessary to provide, maintain, and improve the Service. This licence survives termination only as required to fulfill our obligations under these Terms (e.g., the retention period in Section 13.4).

8.3 Aggregated Data

You agree that Solutions Otonomi may collect, use, and disclose anonymized and aggregated data derived from your use of the Service ("Aggregated Data"), including usage patterns, system configurations, equipment selections, and project characteristics, for purposes of improving the Service, developing features, enhancing algorithms, maintaining the equipment database, and conducting industry research.

Aggregated Data will not identify you, your Organization, your Authorized Users, or your End Clients personally. Aggregated Data will exclude (a) any personal information of End Clients in identifiable form, and (b) installer-specific pricing or margin data in a form that would allow your individual pricing strategy to be reverse-engineered. Aggregation will use methods designed to prevent re-identification.

8.4 User Content Representations

You represent and warrant that:

(a) you own or have all necessary rights, licences, and permissions to upload and use your User Content;

(b) your User Content does not infringe any third party's intellectual property, privacy, or other rights;

(d) any logos, trademarks, or brand elements you upload are owned by you or properly licensed.

8.5 Content Moderation

Solutions Otonomi may, but has no obligation to, review, monitor, or remove User Content that violates these Terms, at our sole discretion.

8.6 IP Complaints / Takedown

If you believe User Content on the Service infringes your intellectual property or other rights, you may submit a written complaint to legal@solutions-otonomi.com, including:

(a) identification of the allegedly infringing content (location/URL);

(b) identification of your right and the basis of the claim;

(d) a good-faith statement that you have authority to make the complaint.

Solutions Otonomi will investigate and may remove or disable access to infringing content at its discretion. Repeat infringers may have their Accounts terminated under Section 3.5.

8.7 Solutions Otonomi's Intellectual Property

The Service — including all software, code, algorithms, databases, designs, interfaces, documentation, trademarks, and logos — is the exclusive property of Solutions Otonomi or its licensors and is protected by Canadian and international intellectual property laws. Except for the limited rights expressly granted herein, no right, title, or interest is transferred to you.

8.8 Licence to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, Solutions Otonomi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the term of your Subscription, solely for your internal business purposes.

8.9 Restrictions on Solutions Otonomi's IP

Except as expressly permitted, you may not (a) reproduce, distribute, publicly display, or create derivative works from the Service; (b) use Solutions Otonomi's name, trademarks, or logos without prior written consent, except as necessary to identify the Service in normal use; or (c) remove or alter any proprietary notices.

8.10 Feedback

If you provide suggestions, ideas, improvements, or feedback regarding the Service ("Feedback"), you assign to Solutions Otonomi all rights in such Feedback. Solutions Otonomi may use, implement, and commercialize Feedback without restriction, attribution, or compensation.

9. End Client Data, Privacy, and Sub-Processors

9.1 Roles

In the course of using the Service, End Client Data flows from End Clients to you through Solutions Otonomi's white-labelled webapp and platform. The roles of the parties under applicable privacy law are as follows:

(a) At the moment of intake, Solutions Otonomi acts as the controller for End Client Data collection through the webapp, under its own End User Terms of Use and Privacy Policy. Solutions Otonomi presents the End Client with a privacy notice and obtains consent at the start of the form.

(b) Once End Client Data is shared with you for the purpose of preparing a proposal, you are an independent controller of that End Client Data within your own systems and customer relationship.

(c) In respect of End Client Data stored within the Service for your use, Solutions Otonomi acts as your data processor (sub-contractor) under your instructions as established by these Terms.

9.2 Your Responsibilities

You are responsible for:

(a) complying with all applicable privacy and data protection laws in your jurisdiction, including the Act respecting the protection of personal information in the private sector (Québec, CQLR c. P-39.1, as amended by Law 25), the Personal Information Protection and Electronic Documents Act (PIPEDA, S.C. 2000, c. 5), and other applicable Canadian federal or provincial privacy legislation;

(b) providing your own privacy notice to End Clients regarding your subsequent processing of their personal information after you receive the lead from Solutions Otonomi;

(c) responding to End Client requests for access, correction, or deletion regarding the personal information you hold within your own systems;

(d) honouring End Client withdrawals of consent that affect your processing;

(e) using End Client Data only (i) to deliver the project for which the End Client submitted their information (including proposal preparation, follow-up communications, project execution, post-installation support, and warranty servicing); (ii) for communications relating to your active customer relationship with the End Client, including upsells and offers for related services; and (iii) for any other purpose for which you have obtained the End Client's valid consent. All such uses must comply with applicable law, including Canada's Anti-Spam Legislation (CASL, S.C. 2010, c. 23), the Act respecting the protection of personal information in the private sector (Québec, as amended by Law 25), and PIPEDA. You are solely responsible for (i) determining the legal basis for each communication you send (including reliance on any "implied consent" or "existing business relationship" exception under CASL), (ii) including all required sender identification and unsubscribe mechanisms in your commercial electronic messages, and (iii) honouring unsubscribe requests promptly; and

(f) Marketing and anti-spam indemnity. You shall defend, indemnify, and hold harmless Solutions Otonomi, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, investigations, complaints, regulatory proceedings, fines, penalties, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to your commercial communications with End Clients, including any actual or alleged violation of CASL, Law 25, PIPEDA, or any other applicable anti-spam, privacy, or consumer protection law. This indemnity is in addition to, and does not limit, the general indemnification set out in Section 14.1.

9.3 Solutions Otonomi's Security Measures

Solutions Otonomi implements and maintains reasonable technical and organizational security measures to protect End Client Data and User Content against unauthorized access, disclosure, alteration, or destruction. Security measures are described further in our Privacy Policy.

9.4 Hosting and Cross-Border Transfers

You acknowledge that:

(a) stored data (End Client Data, User Content, account data, project records, proposals, uploaded documents) is stored at rest in a Montréal, Québec, Canada datacenter through our backend platform provider Xano, Inc., which hosts the data on Google Cloud Platform's northamerica-northeast1 region;

(b) the frontend application is served from origin servers located in Virginia, United States (through our frontend application provider WeWeb SAS), with content cached globally through Amazon CloudFront. As a result, frontend assets and certain in-transit data may be served from, transit through, or be temporarily cached on, infrastructure located outside Québec and Canada;

(c) transactional email (form confirmations, account notifications) is sent through Twilio SendGrid in the United States;

(d) marketing email (when applicable) is sent through Brevo in the European Union;

(e) payment processing for your Subscription is handled by Stripe in the United States; and

(f) analytics are provided by Google Analytics in the United States.

This cross-border transfer architecture is disclosed to End Clients in our Privacy Policy, in accordance with Section 17 of the Act respecting the protection of personal information in the private sector (Québec). Solutions Otonomi has assessed the privacy implications of these transfers and applies appropriate contractual and technical safeguards (including data processing agreements, encryption in transit and at rest, and access controls).

9.5 Sub-Processors

Solutions Otonomi engages third-party Sub-Processors to deliver the Service. A current list of Sub-Processors is maintained at odx-sub-processors (or available on request). Solutions Otonomi will provide notice of new Sub-Processors at least thirty (30) days before they begin processing personal information, by updating the list and notifying you by email if the change is material.

If you reasonably object to a new Sub-Processor on data protection grounds, you may notify us within thirty (30) days, and we will discuss in good faith. If we cannot reach a resolution, you may terminate the affected portion of the Service and receive a pro-rata refund of prepaid fees for the remainder of the term.

9.6 Data Portability

You may request a copy of your data (including User Content, lead data, and Proposal Records) in a commonly used format. Solutions Otonomi is developing a self-serve export feature; until then, we will respond to written export requests within thirty (30) days. We will provide proactive notice of available export tools at termination of your Subscription (see Section 13.4).

9.7 Data Security Incidents

In the event of a data security incident affecting End Client Data or User Content, Solutions Otonomi will notify you without undue delay and cooperate in investigating and remediating the incident. You remain responsible for any notifications to End Clients or regulatory authorities required by applicable law (such as the Commission d'accès à l'information du Québec or the Office of the Privacy Commissioner of Canada).

9.8 Privacy Policy

Our processing of personal information is described in our Privacy Policy, available at odx-privacy-policy and incorporated by reference into these Terms.

10. Third-Party Services and Integrations

10.1 Third-Party Integrations

The Service may offer optional integrations with third-party services (CRMs, project management tools, payment processors). Use of any third-party service is governed by that provider's terms.

10.2 Disclaimer

Solutions Otonomi does not control, endorse, or assume responsibility for any third-party service. We are not liable for losses arising from your use of third-party services, including data breaches, outages, or errors in data transmitted between the Service and third-party services.

10.3 Payment Processing

Payment processing is handled by Stripe, Inc. ("Stripe"). Your use of Stripe is subject to Stripe's terms and privacy policy. Solutions Otonomi does not store full payment card information on its servers.

11. Confidentiality

11.1 Confidential Information

Each party may receive confidential or proprietary information of the other ("Confidential Information"), including business plans, technical information, financial data, pricing, customer lists, trade secrets, and (for Customer) installer pricing and margin data within proposals.

11.2 Obligations

Each party will:

(a) use the other's Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms;

(b) protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care; and

(c) not disclose the other's Confidential Information to third parties without prior written consent, except as required by applicable law.

11.3 Exceptions

Confidential Information does not include information that (a) is or becomes publicly available without fault of the receiving party, (b) was rightfully known prior to disclosure, (c) is independently developed without reference to the disclosing party's Confidential Information, or (d) is rightfully received from a third party without restriction.

11.4 Survival

Confidentiality obligations survive termination of these Terms for five (5) years, except that obligations regarding trade secrets continue for as long as the information remains a trade secret.

12. Disclaimers and Limitation of Liability

12.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLUTIONS OTONOMI DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, SOLUTIONS OTONOMI DOES NOT WARRANT THAT:

(A) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS;

(B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(C) RESULTS OBTAINED FROM THE SERVICE, INCLUDING TECHNICAL OUTPUTS, WILL BE ACCURATE, COMPLETE, OR RELIABLE;

(D) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS; OR

(E) ANY ERRORS WILL BE CORRECTED.

12.2 Limitation of Liability

SUBJECT TO SECTION 12.5, IN NO EVENT WILL SOLUTIONS OTONOMI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY:

(A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;

(B) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;

(C) LOSS OF OR DAMAGE TO DATA;

(D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR

(E) DAMAGES ARISING FROM OR RELATED TO ANY EQUIPMENT FAILURE, INSTALLATION DEFECT, SYSTEM UNDERPERFORMANCE, PROPERTY DAMAGE, OR PERSONAL INJURY RESULTING FROM RELIANCE ON TECHNICAL OUTPUTS,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF SOLUTIONS OTONOMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Aggregate Liability Cap

SUBJECT TO SECTION 12.5, SOLUTIONS OTONOMI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO SOLUTIONS OTONOMI DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.4 Essential Purpose

You acknowledge that the fees charged reflect the allocation of risk in this Section 12 and that Solutions Otonomi would not enter into these Terms without these limitations. The limitations apply even if any limited remedy fails of its essential purpose.

12.5 Mandatory Limits — Québec Law

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law. Without limiting the foregoing, the limitations and exclusions in Sections 12.1, 12.2, and 12.3 do not apply to:

(a) liability for gross or intentional fault within the meaning of Article 1474 of the Civil Code of Québec;

(b) liability for bodily or moral injury within the meaning of Article 1474 of the Civil Code of Québec; or

To the extent any provision of this Section 12 is found unenforceable in your jurisdiction, the limitation will apply to the maximum extent permitted by law.

13. Term and Termination

13.1 Term

These Terms take effect on the earlier of (a) the date you first access or use the Service, or (b) the effective date of your order form, and continue while you have an active Account or Subscription, unless terminated earlier under this Section 13.

13.2 Termination by You

You may cancel your Subscription with at least thirty (30) days' written notice before the end of your current Subscription period. Cancellation takes effect at the end of the current period; you retain access until that date. No refund will be issued for the remainder of the current period unless triggered by Section 4.5, 5.7, 9.5, or 13.3(d).

13.3 Termination by Solutions Otonomi

Solutions Otonomi may terminate your Account and Subscription:

(a) immediately, on written notice, if you commit a Material Breach and fail to cure within fifteen (15) days of written notice (where curable);

(b) immediately, without prior notice, if you engage in activity posing a threat to the security or integrity of the Service;

(d) on thirty (30) days' written notice, for any reason or no reason, in which case you receive a pro-rata refund of prepaid fees for the unused portion.

13.4 Effect of Termination — Data Handling

On termination or expiration:

(a) your right to access and use the Service ceases immediately;

(b) all licences granted to you terminate;

(d) at least thirty (30) days before the effective termination date (where termination is by you under Section 13.2 or by us under Section 13.3(d)), Solutions Otonomi will provide you with notice describing how to export your data and how long you have to do so. Where termination is immediate (Section 13.3(a)–(c)), notice will be provided within seven (7) days of termination;

(e) Solutions Otonomi will retain your data (User Content, Intake Records, Proposal Records, and lead data) in active systems for ninety (90) days after the effective termination date (the "Retention Window"). During the Retention Window, you may request a copy of your data in a commonly used format. Solutions Otonomi will reasonably accommodate such requests within fifteen (15) business days; and

(f) after the Retention Window, Solutions Otonomi will delete your data from active systems, except as required by law, regulation, or legitimate business purposes (such as backup archives, fraud prevention, and legal compliance, with retention periods aligned to those purposes). Aggregated Data may be retained indefinitely under Section 8.3.

You acknowledge that you are responsible for retrieving any data you require for your own legal, tax, or business purposes during the Retention Window.

13.5 Survival

The following Sections survive termination: 2 (Definitions), 4.2 (data lifecycle, as it applies to past records), 7 (Technical Outputs), 8 (User Content and Intellectual Property), 9.1–9.7 (privacy obligations relating to data already processed), 11 (Confidentiality), 12 (Disclaimers and Limitation of Liability), 13.4 (Effect of Termination), 14 (Indemnification), 15 (Dispute Resolution), and 18 (General Provisions), along with any other provisions that by their nature should survive.

14. Indemnification

14.1 Indemnification by You

You will indemnify, defend, and hold harmless Solutions Otonomi, its directors, officers, employees, agents, affiliates, and licensors from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) your use of the Service or any Authorized User's use under your Account;

(b) your User Content, including claims of infringement or misappropriation;

(d) any edits you make to Proposal Records or any reliance by you or any third party on Technical Outputs;

(e) your breach of these Terms;

(f) your violation of any applicable law, regulation, or third-party right;

(g) your relationship with your End Clients, including claims arising from your handling of End Client Data after it leaves the Service, your proposals, or projects you manage;

(h) any claim by an End Client or other third party related to a solar project designed, sized, quoted, or installed by you using the Service; or

(i) your commercial electronic messages, marketing communications, newsletters, or other promotional outreach to End Clients, including any actual or alleged violation of CASL, Law 25, PIPEDA, or any other applicable anti-spam, privacy, or consumer protection law (without limiting Section 9.2(f)).

14.2 Procedure

Solutions Otonomi will promptly notify you of any claim subject to indemnification and provide reasonable cooperation. Solutions Otonomi may, at its expense, assume exclusive defense and control of any matter otherwise subject to indemnification by you.

15. Dispute Resolution

15.1 Good Faith Negotiation

The parties will first attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Service ("Dispute") through good-faith negotiation for at least thirty (30) days following written notice of the Dispute.

15.2 Mediation

If unresolved, the parties will submit the Dispute to mediation before a mutually agreed mediator in Montréal, Québec, under the mediation rules of the Barreau du Québec or another mutually agreed body. Mediation costs are shared equally unless the mediator directs otherwise.

15.3 Litigation

If unresolved within sixty (60) days of mediation commencement (or such longer period as the parties agree), either party may submit the Dispute to the courts of competent jurisdiction in the judicial district of Montréal, Province of Québec, Canada.

15.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or equitable relief from any court of competent jurisdiction to protect its intellectual property or prevent irreparable harm, without first engaging in negotiation or mediation.

15.5 Language of Proceedings

Dispute resolution proceedings may be conducted in French or English, as mutually agreed.

16. Changes to These Terms

16.1 Right to Modify

Solutions Otonomi may modify these Terms. We will notify you of material changes by email or in-Service notification at least thirty (30) days before they take effect.

16.2 Acceptance of Changes

Continued use of the Service after the effective date of changes constitutes acceptance. If you disagree, you must stop using the Service and cancel your Subscription before the changes take effect, and you will be entitled to a pro-rata refund for the unused prepaid portion if the change materially and adversely affects you.

16.3 Non-Material Changes

Non-material changes (typographical corrections, formatting, or clarifications that do not affect rights or obligations) may be made without prior notice.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and Solutions Otonomi regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, written or oral.

17.2 Severability

If any provision is found invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary or, if not possible, severed; the remaining provisions remain in full force and effect.

17.3 Waiver

Failure to enforce any right or provision is not a waiver. Waivers must be in writing and signed by the waiving party.

17.4 Assignment

You may not assign these Terms without Solutions Otonomi's prior written consent, except that you may assign without consent to an affiliate or to a successor entity in connection with a merger, acquisition, reorganization, or sale of all or substantially all of your assets, provided that you give Solutions Otonomi written notice within thirty (30) days. Solutions Otonomi may assign these Terms, in whole or in part, to any affiliate or successor without your consent. Any purported assignment in violation of this Section is void.

17.5 Force Majeure

Neither party is liable for delay or failure in performance (except payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, riots, government actions, power outages, internet or telecommunications failures, or cyberattacks (a "Force Majeure Event"). The affected party will promptly notify the other and use commercially reasonable efforts to mitigate the impact. If a Force Majeure Event causes Service unavailability for more than thirty (30) consecutive days, either party may terminate, and the Customer will receive a pro-rata refund for the unused prepaid portion.

17.6 Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of the judicial district of Montréal, Québec, Canada, subject to Sections 15.1–15.4.

17.7 Notices

Notices must be in writing and are deemed given when (a) delivered personally, (b) sent by email with confirmation of receipt, (c) sent by registered or certified mail with return receipt, or (d) sent by a nationally recognized courier. Notices to Solutions Otonomi go to the address in Section 1.1 or to legal@solutions-otonomi.com. Notices to you go to the email address associated with your Account.

17.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

17.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create third-party beneficiary rights. End Clients and other third parties are not intended beneficiaries.

17.10 Headings

Section headings are for convenience only and do not affect interpretation.

17.11 Language

These Terms are made available in English and French. The parties have expressly requested that this Agreement and all related documents be drafted in English; les parties ont expressément demandé que la présente convention et tous documents qui s'y rapportent soient rédigés en anglais. In the event of any conflict between the English and French versions, the French version prevails for Customers established in the Province of Québec, in accordance with the Charter of the French Language; for all other Customers, the English version prevails.

18. Contact

Solutions Otonomi Inc. 218 avenue Redfern, Apt. 17 Westmount, Québec H3Z 2G3 Canada

General: info@solutions-otonomi.com Legal / IP complaints: legal@solutions-otonomi.com Privacy: privacy@solutions-otonomi.com Web: https://solutions-otonomi.com

These Terms of Service were last updated on April 27, 2026.