1. Introduction, Definitions, Modifications and Acceptance
“Device” refers to the handheld or tablet device through which you may be accessing and using the Services through a mobile version of a Website.
“Project” refers to the installation of solar panels on a Property by a Solar Installer (a “Solar Project“) or installation, repair or maintenance of roofing materials or gutters by a Roofer (a “Roofing Project“). Project also includes the plans for the Project, as created through the Services by a Solar Installer or Roofer.
“Property” refers to a residential or commercial property where solar panels may be installed, or roofing materials or gutters may be installed, repaired or maintained as part of a Project.
“Quote” refers to an estimate for completion of a Project created by a Solar Installer or Roofer and potentially delivered to a Property Owner.
“Services” are the proprietary software services that Sofdesk has developed that allow you to participate in certain activities related to the solar and roofing industries. The Services may vary depending on which Website is being accessed; these TOU cover any and all of the Services listed below. The definition of “Services” however includes other services owned and operated by Sofdesk. The Services covered by these TOU may be divided into the following:
- “Draw My Roof Services” allows a Property Owner to use a software tool to estimate the energy savings that may be incurred by installing solar panels on their Property, and receive Quotes from Solar Installers to complete the Solar Project.
- “My Solar Installer Services” allows a Property Owner to enter information about their Property in order to receive Quotes from Solar Installers for a Solar Project.
- “Roofer World Services” allows a Property Owner to enter information about their Property in order to receive Quotes from Roofers for a Roofing Project.
“Sofdesk” refers Sofdesk Inc., a duly incorporated company in the Province of Quebec, Canada. Where the present TOU refer to “Sofdesk”, they may refer to Sofdesk and / or its affiliates, subsidiaries, employees, officers, directors, subcontractors, agents, partners or representatives, depending on the context. Any reference to “we“, “our“, or “us” in this Policy shall also refer to Sofdesk Inc.
“Users” refers to anyone using any of the Services. In these TOU, a Website visitor or Services User may also be referred to as “you“. When a Services User has created an account and is logged in, they may be referred to as a “Logged-in User“. The present TOU includes the following types of Users and other individuals involved in the roofing and solar industries:
- “Property Owner” refers to the owner of a Property who may be using certain of the Services to receive Quotes for Projects.
- “Roofers” refers to local contractors who are using the Services in various capacities relating to Roofing Projects.
- “Solar Ambassadors” refers to Users who have signed up to participate in the Draw My Roof Refer a Friend program.
- “Solar Installers” refers to local contractors who are using the Services in various capacities relating to Solar Projects.
In addition to the above-mentioned Users, there may be other individuals or entitles who interact with the Websites or Services. These include “Distributors” of solar installation kits or other materials, “Financial Institutions” which may provide financing for Projects, and “Utilities” who may be involved in the solar industry.
“Websites” refers to all of the Websites listed below and any other Websites which are owned and operated by Sofdesk, and includes all their respective subdomains, present and future. Websites refers equally to desktop or mobile versions. The Websites covered by these TOU are currently limited to the following:
- “Cleantalks” located at the URL https://cleantalks.com/
- “Draw My Roof” located at the URL https://www.drawmyroof.com/
- “My Solar Installer” located at the URL https://mysolarinstaller.com/
- “Roofer World” located at the URL https://www.rooferworld.com/
- “Free Solar Pros” located at the URL https://freesolarpros.com/
- The Sofdesk Website located at the URL https://sofdesk.com//
By visiting any of the Websites and / or using any of the Services, by clicking or tapping the acceptance button upon signing up for an account, or by registering for an account, you hereby accept to be bound by these TOU without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU that apply to the Services you are using, you are not authorized to use the Services. The TOU are a legal and binding agreement between you and us. If you are an individual using the Services on behalf of a corporation or other registered organization (“Legal Entity”), you represent and warrant that you have the capacity and authority to enter into the TOU on behalf of the Legal Entity, and hereby agree to be bound by the terms of the TOU on behalf of that Legal Entity.
Sofdesk reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Services following the posting of any changes to the TOU constitutes acceptance of those changes. If there are any significant changes to the TOU that materially affect your relationship with us, we will use commercially reasonable efforts to notify you by sending a notice to the primary email address specified in your account, or by posting a prominent notice when you log in to your account for the first time following those changes.
If you have any questions about the TOU, please contact:
642 De Courcelle St., PH4
2. General Code of Conduct for Use of the Websites and Services
By visiting any of the Websites and / or using any of the Services, you agree to:
- Not use the Websites or Services in any manner that in any way violates these TOU or any other applicable policy posted on any of the Websites by Sofdesk;
- Not use the Websites or Services in any manner that violates any intellectual property rights of Sofdesk or any third party;
- Not use the Websites or Services in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
- Not use the Websites or Services in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to Sofdesk or a third party, or to damage or obtain unauthorized access to any system, data, or other information (whether Personal Information or not) of Sofdesk, other Services Users, or any other third party;
- Not: (1) take any action that imposes or may impose (as determined by Sofdesk in its sole discretion) an unreasonable or disproportionately large load on Sofdesk’s (or its third party providers’) infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Websites or Services or any activities conducted through the Services; (3) bypass any measures Sofdesk may use to prevent or restrict access to the Services or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Websites or Services; or (5) harvest or scrape any content from the Websites or Services in an unreasonable manner;
- Not take any action or use any process that removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or other promotions in connection with the Websites or Services;
- Not use the Websites or Services to advertise or promote products or services that are not expressly approved in advance in writing by Sofdesk, or as permitted by these TOU or the functionalities of the Services;
- Not interfere with any third party’s use or enjoyment of the Websites or Services;
- Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, illegal, fraudulent or harmful to any third party;
- Not attempt to do any of the foregoing prohibitions;
- Use the Websites and Services in good faith, and in compliance with all applicable local, provincial or state, national, and international laws.
3. Age Requirements
You must be 18 years of age or the age of majority in your province, state, territory or country, to use the Services. Individuals under the age of 18, or applicable age of majority, may utilize the Services only with the involvement of a parent or legal guardian and otherwise subject to these TOU.
4. Use of the Draw My Roof, My Solar Installer and Roofer World Services by Property Owners
a. License for the Draw My Roof Services
As a Property Owner, subject to your compliance with these TOU, Sofdesk grants you a non-exclusive, non-transferable, revocable, non-sublicensable limited license to remotely access and use, solely for your own purposes, the Draw My Roof Services through the Draw My Roof Website solely as an end User. This granted license is limited by the Intellectual Property Provisions found further in these TOU.
b. Requesting Quotes
When you are a Property Owner entering your contact information and the request is sent to find a Solar Installer or Roofer (as applicable depending on the Services used), Sofdesk will attempt to match you with up to five Solar Installers or Roofers in your area, who, in return, may be interested in completing a Quote, a site assessment or a Project for you. By agreeing to these TOU, you acknowledge and agree that Sofdesk may use any public records (address, phone, name, satellite imagery information) to add more precision to the request and transfer this information to the Solar Installer or Roofer and any third parties. Sofdesk cannot guarantee that all five Solar Installers or Roofers will contact you. Any inconvenience caused to you from the delay of being contacted is beyond Sofdesk’s control, and Sofdesk and / or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives“), shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any delay on the part of the Solar Installers or Roofers.
c. No Guarantee or Endorsement
Although Sofdesk uses a screening process to examine the credentials of our listed Solar Installers and Roofers, we make no guarantees whatsoever regarding the skills or representations of any Solar Installer or Roofer or the quality of the job that they may perform for you in working on a Project. Sofdesk does not endorse or recommend the services of any particular Solar Installer or Roofer, and the mere fact of a Solar Installer or Roofer’s authorised use of the Services is not an endorsement on the part of Sofdesk. It is entirely up to the Property Owner to evaluate the Solar Installer or Roofer’s qualifications. The Solar Installers and Roofers using the Services are not employees of Sofdesk, nor is Sofdesk an agent or representative (or any other similar legal relationship) of the Solar Installers and Roofers. Without limiting the generality of the Disclaimer of Warranties section further in these TOU, Sofdesk does not guarantee or warrant the work on a Project or the outcome or quality of a Project performed by the Solar Installer or Roofer.
d. Disclaimer Regarding Energy Savings
When you use the Services to request a Quote from a Solar Installer, certain of the Services allow you to calculate the potential financial savings resulting from lower energy bills that may be achieved by completing a Solar Project on your Property, and this may be reflected in Quotes or on the Websites. These potential savings are an estimate only, and Sofdesk makes no guarantee whatsoever regarding the actual amount of savings that may be achieved from having a completed Solar Project on your Property.
Sofdesk uses government data, weather data and general financial rules, formulas and processes to create the most accurate Quotes, savings forecasts, and production forecasts that are available through the Services. However, Sofdesk makes no representations or warranties regarding this data, formulas and processes, and conditions and assumptions may change, and Sofdesk and / or its Representatives shall in no way be held responsible for any difference between potential savings as calculated by the Services or outlined in a Quote or other result of the Services, and actual savings achieved by having a completed Solar Project on a Property Owner’s Property. By using the Services, you expressly acknowledge and agree to this limitation.
e. Draw My Roof Refer a Friend Program
By choosing to participate in the Draw My Roof Refer a Friend Program as a Solar Ambassador, you acknowledge and agree that:
- You shall register for an account by submitting the required information which shall be valid and true, or connecting with your Facebook account.
- You will only submit names, email addresses and (optional) phone numbers of owners of residential properties who may be interested in receiving a Quote for a Solar Project (hereinafter a “Referred Friend”).
- If you submit Referred Friends who are located in Canada, you represent and warrant that you have a pre-existing family or business relationship with them, or that you have contacted them and have their express consent for us to contact them about our Services (so that we may adhere to applicable Canadian laws). Sofdesk will not be held responsible for lack of revenue due to emails or notifications not being properly delivered to the Referred Friend.
- Where a Referred Friend uses the Draw My Roof Services to request a Quote from a Solar Installer, and after being approved by Sofdesk, you shall receive a “Finder’s Fee” for such a referral. The amount of the Finder’s Fee shall be established at Sofdesk’s sole discretion, and may vary depending on location of the Referred Friend and other factors.
- To receive payment of Finder’s Fees, you are required to have an active PayPal account and supply your email address associated with your PayPal account to Sofdesk when you are a Logged-in User. Any Finder’s Fees owed to you shall be paid to you on the 8th day of every calendar month for the total amount of Finder’s Fees due to you since the last payment. Payments shall only be made according to this schedule if the total amount of Finder’s Fees owed to you exceeds $100.
f. Financing for Projects
Certain of the Services allow Property Owners to determine if they qualify for financing of Projects through certain Financial Institutions, in conjunction with that Financial Institution. The Services may help you determine if you pre-qualify for certain financing. If the Services determine you pre-qualify, you shall be redirected to the Financial Institution’s website for further applications. Sofdesk and the Financial Institutions are unaffiliated companies and Sofdesk has no influence on the operations of the Financial Institutions and their decisions regarding financing, which is made at their sole discretion. Sofdesk and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Financial Institutions or their acceptance or refusal of financing for a Project.
5. Quotes and Projects
The Services allow Property Owners to receive Quotes from Solar Installers and Roofers, and to conclude contracts for the completion of Projects on a Property. When using the Services to complete these functions, all Services Users, in addition to the rights, responsibilities and limitations outlined elsewhere in these TOU, acknowledge and agree that:
- Sofdesk and / or any of its Representatives is not a party to any Quote or contract, and shall have no rights or responsibilities thereunder, including but not limited to the enforcement thereof.
- The Solar Installer or Roofer has complete control over the content of any Quote or contract, and Sofdesk has no control over any document produced by the Solar Installer or Roofer by using the Services, and disclaims any responsibility thereto.
- Sofdesk has no control whatsoever, and disclaims any responsibility to, any User’s performance of their duties in completing or participating in a Project. Without limiting the generality of the foregoing, Sofdesk has no control over, and shall in no way be responsible for, the obtaining of the necessary permits, licenses, or any other similar government or regulatory permissions that may be required to complete a Project.
- If a there is a dispute between a Property Owner and a Solar Installer or Roofer arising out of a Quote, a Project (whether completed or not), or any other matter or issue, the parties shall settle such dispute with each other directly. Sofdesk is not a party and shall not be a party to any dispute between Users. Without limiting the generality of the Disclaimer of Warranties and Limitation of Liability sections further in these TOU, Users hereby agree to release Sofdesk and its Representatives from any damages or claims of any kind, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such disputes and dealings with other Users.
6. Proprietary Rights
a. Intellectual Property Rights
You acknowledge that: (a) the Services and Websites contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Sofdesk and/or third parties (via license) own all right, title and interest in and to the Services and Websites and content that may be presented or accessed through the Services and Websites, including without limitation all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOU are reserved to Sofdesk and its licensors. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
You agree that you will not, and will not allow any third party, to (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Websites or Services, or content that may be presented or accessed through the Websites or Services for any purpose, unless otherwise permitted by these TOU or the functionalities of the Services; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Websites or Services; or (iii) remove, obscure, or alter Sofdesk’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Websites or Services.
The content, arrangement and layout of the Websites and Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Sofdesk, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Sofdesk, or as permitted by the functionality of the Services or these TOU. Any unauthorized use of the content, arrangement or layout of the Websites or Services, Computer Code, images, logos, videos, audio or trademarks found in the Websites or Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Sofdesk may take action accordingly.
You acknowledge and agree that any licenses granted to you elsewhere in these TOU are limited to the limited use of the Computer Code as manifested in the Services. Any license grated to you in no way includes the underlying Computer Code.
b. Submitted Information
If you choose to communicate to Sofdesk (via any means) suggestions for improvements to any of the Websites or Services (collectively, “Feedback“), Sofdesk shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to Sofdesk and waive in favor of Sofdesk, its successors and assigns all your moral rights in the Feedback, and agree to provide Sofdesk such assistance as Sofdesk may require to document, perfect, and maintain Sofdesk’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Sofdesk, you are not entitled to any compensation or reimbursement of any kind from Sofdesk under any circumstances.
7. Interruption of Service
From time to time, the Websites or Services may be unavailable for brief periods of time for maintenance and / or modifications to the Websites or Services. While we will endeavour to make this unavailability as brief as possible, Sofdesk and its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Websites or Services, and disclaims any responsibility thereto.
8. Suspension or Termination of your Account; Termination of the Services and the TOU
Sofdesk may also, in their sole discretion and at any time, discontinue providing the Websites and / or Services, or any portion thereof, with or without notice. You agree that Sofdesk shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Websites or Services, or from Sofdesk’s termination of the Websites and / or Services or any part thereof.
Termination of the Websites and / or Services or your access to the Websites and / or Services shall terminate the present TOU as between you and Sofdesk. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.
9. External Links
In no way will Sofdesk or its Representatives be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the Websites or Services or the information thereon; (2) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service, even if such operators are other Services Users.
10. Disclaimer of Warranties
You expressly understand and agree that your use of the Websites or Services, the information or material thereon (whether provided by Sofdesk or third parties, including but not limited to other Services Users) or any activity arising from your use of the Services or the information thereon (including but not limited to the completion of, or participation in, a Project) or the materials streamed or downloaded therefrom is at your sole risk. The Websites and Services, any materials downloaded therefrom, or any third party materials, are provided on an “as is” and “as available” basis, and you will be solely responsible for any damage to your computer or Device or loss of data that results from the download or access of any material obtained through the use of the Services or any other functionalities of the Services, or losses or damages (pecuniary or otherwise) resulting from (i) your use of the Websites or Services, the information thereon, any materials downloaded therefrom, or (ii) any activity arising from the use of the Services or the information thereon (including but not limited to the completion of, or participation in, a Project) or any materials downloaded therefrom.
The information or resources provided on the Websites or through the Services, written or produced by Sofdesk staff, freelance writers or other subcontractors are known to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Services is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur, and Sofdesk and / or its Representatives shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Websites or through the Services.
Sofdesk expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Websites or Services, the information thereon or any materials downloaded therefrom, and any third-party materials (including but not limited to other Services users and User Content) will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. Sofdesk and its Representatives do not warrant that: (i) the Websites and Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content or software available at or through the Websites or Services is free of viruses or other harmful components; (iv) functionalities of the Services will work equally in desktop and Device environments; or (v) the results of using the Services, or any activity arising therefrom (including but not limited to using the completion of, or participation in, a Project), or any content downloaded therefrom will meet your requirements.
11. Limitation of Liability
Sofdesk shall not be liable and assumes no responsibility for any loss or damages arising from or relating to the information available through the Websites or Services or downloaded therefrom, the use of the Websites or Services, activities arising from your use of the Services (including but not limited to the completion of, or participation in, a Project), or any third-party materials on the Websites or available through the Services, even if such third parties are other Services Users.
To the maximum extent permitted by law, in no event will Sofdesk or it Representatives: (i) be liable for any indirect, incidental, extraordinary, consequential, special, punitive or exemplary damages (including, without limitation, loss of revenue or profits, lost or damaged data, loss of use, business interruption or any other pecuniary loss), arising out of or relating to the Websites or Services or your use, misuse or inability to use the Websites or Services, even if Sofdesk has been advised of the possibility of such damages. This limitation of liability will apply regardless of the form of action, whether in contract, warranty, tort, negligence, strict liability or under any other legal theory.
13. Governing Laws and Jurisdiction
These TOU, and your use of the Websites or Services shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada and the Federal laws of Canada applicable therein in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and Sofdesk shall be brought exclusively in the courts located in the Judicial District of Montreal, Canada. Notwithstanding the foregoing, Sofdesk shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montreal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montreal court.
14. Miscellaneous Provisions
- Sofdesk shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond Sofdesk’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
- The failure of Sofdesk to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to Sofdesk.