Sunpliance

Terms of Service

Effective Date: April 19, 2026 · Last Updated: April 19, 2026

1. Introduction and Acceptance

Sunpliance is a business-to-business software platform for solar panel decommissioning, chain-of-custody tracking, and regulatory compliance documentation (the “Services” or the “Platform”). These Terms of Service (these “Terms” or this “Agreement”) form a binding contract between the business entity using the Services (“Customer”) and Sunpliance.

Sunpliance is operated by Sunpliance LLC, a Delaware limited liability company (formation pending as of the Effective Date of this Agreement; these Terms will be countersigned and ratified by Sunpliance LLC upon its formation). References to “Sunpliance” in this Agreement include the operating entity upon its formation and, in the interim, any predecessor sole proprietor or unincorporated operation conducting the business under the Sunpliance brand.

By creating an account, executing an order form, or otherwise accessing or using the Services, Customer agrees to these Terms. A Customer who does not agree should not use the Services.

Definitions

  • Customer means the business entity that has registered for or is using the Services.
  • User means an individual authorized by Customer to access the Services under Customer’s account.
  • Platform or Services means the Sunpliance software-as-a-service platform, including its web application, mobile application, APIs, documentation, and associated features.
  • Content means all data, text, images, files, and other material uploaded to or generated within the Platform by or on behalf of Customer.
  • Compliance Records means the subset of Content constituting chain-of-custody documentation, panel lifecycle events, compliance certificates, and any other records generated to evidence regulatory compliance for solar panel decommissioning.
  • Tier means the subscription or usage plan selected by Customer (Pay as You Go, Basic, Professional, Business, Scale, or Enterprise).
  • Fees means all amounts payable by Customer under this Agreement.
  • Effective Date means the date this Agreement is entered into by Customer (typically the date of account creation).

2. Account Registration and Access

The Services are intended solely for business use. Only the following entity types may register: solar installation, decommissioning, and removal contractors; solar panel recyclers and refurbishers; waste management companies handling solar panels; asset owners and utilities managing end-of-life solar assets; and similar business entities operating in the solar decommissioning ecosystem. Individual consumers are not eligible.

Each account holder and each User must be at least eighteen (18) years of age.

Access to the Services is by approval only. Prospective Customers submit an access request through sunpliance.com/pricing or request a demo. Sunpliance reviews each request and may approve, decline, or require additional information at its sole discretion. Approved Customers receive an invitation to create an account and select a Tier. Sunpliance may decline any access request without explanation, including where Sunpliance has reasonable concern that the prospective Customer intends to use the Services in a manner inconsistent with these Terms, is a direct competitor of Sunpliance or Blue Flag Solar Removal, LLC, or has previously had access to the Services suspended or terminated.

Pay as You Go Customers are typically approved within one business day, subject to basic verification. Subscription-tier Customers may be asked to complete a brief onboarding call before approval. Enterprise Customers execute a separate written agreement before access is granted.

Customer is responsible for all activity under its account, including the acts and omissions of its Users. Customer will maintain the confidentiality of its credentials, notify Sunpliance promptly of any unauthorized access, and ensure its Users comply with this Agreement. Customer’s Tier determines the number of User seats available.

3. Services and Access Tiers

Sunpliance offers the Services under the following Tiers: Pay as You Go, Basic, Professional, Business, Scale, and Enterprise. Details of each Tier, including pricing, panel caps, and included features, are published at sunpliance.com/pricing and may be updated from time to time. Sunpliance will provide Customer no less than sixty (60) days’ notice of any material increase in Fees or reduction in Tier features.

No per-panel overage surcharges

Customer is never charged an incremental per-panel fee for exceeding its Tier cap. Instead, the following automatic Tier adjustment applies to subscription Tiers:

  • If Customer’s panel usage exceeds its current Tier’s monthly cap for three (3) consecutive calendar months, Customer will be automatically upgraded to the next higher Tier beginning the following billing cycle.
  • If Customer’s panel usage exceeds one hundred fifty percent (150%) of its current Tier’s monthly cap in any single month, Customer will be automatically upgraded to the next higher Tier beginning the following billing cycle.

Sunpliance will provide Customer no less than seven (7) days’ advance notice before any automatic Tier upgrade takes effect. The first month of an upgraded Tier will be prorated for the remainder of the then-current billing cycle.

Panel rollover

Unused panel allocations within a subscription Tier roll over for twelve (12) months on a first-in, first-out basis. Rollover allocations are consumed before current-month allocations.

Founding Member and new-customer price locks

The first fifty (50) Customers to register for a subscription Tier receive a three (3) year price lock on their Tier. Feature additions during that period apply; price increases do not apply until the three-year period ends. All other new Customers registering before any publicly announced price increase receive a twelve (12) month price lock from the date of their subscription.

4. Payment Terms

Subscription Tiers

Subscription Tiers are billed monthly in advance. The first billing period begins on the date of initial subscription and runs for a monthly cycle thereafter.

Pay as You Go

Pay as You Go usage is billed monthly in arrears based on the number of panels processed through the Platform during the prior month.

Annual billing

Customer may elect annual billing in lieu of monthly billing. Customers on annual billing pay for ten (10) months and receive twelve (12) months of Services — an approximate seventeen percent (17%) discount relative to monthly billing.

Payment methods

Payment is made by credit card or debit card through our payment processor, Stripe, Inc. Sunpliance does not store card numbers directly. Enterprise Customers may arrange invoiced payment via ACH or wire transfer under separate written agreement.

Customer is responsible for any taxes (other than Sunpliance’s income taxes) imposed on the Fees.

Proration

Upgrades take effect immediately and are prorated for the remainder of the then-current billing cycle. Downgrades take effect at the end of the then-current billing cycle and are not prorated.

Failed payments and grace period

If a payment fails, Sunpliance will attempt to collect using reasonable retry logic and will notify Customer by email. Customer has a grace period of ninety (90) days from the date of the first failed payment before Sunpliance may impose any restriction on Customer’s use of the Services. During this grace period, Customer retains full read-only access to the Services, including the ability to view and export Content and Compliance Records.

Sunpliance will never charge Customer for export of Customer’s own Content or Compliance Records, before, during, or after the grace period, and regardless of account status.

Refunds

Monthly subscription Fees are non-refundable for partial months. Annual subscription Fees are refundable on a pro-rata basis upon cancellation, calculated for the unused portion of the annual term.

5. Customer Data and Compliance Records

Customer retains all right, title, and interest in and to its Content and Compliance Records. Customer grants Sunpliance a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Content solely as necessary to provide the Services to Customer. Sunpliance claims no ownership interest in Customer’s Content.

Seven-Year Compliance Records retention

Sunpliance will retain Customer’s Compliance Records for a period of seven (7) years from the date each Compliance Record is created, or from the date of Customer’s account termination, whichever is later. This retention obligation survives termination of this Agreement and is binding on Sunpliance LLC upon its formation and on any successor entity (by merger, acquisition, asset sale, or otherwise).

Export and post-termination access

Customer may export its Compliance Records at any time, free of charge, in a machine-readable format (such as CSV, JSON, or PDF, as applicable). Upon termination of the account, Customer has a thirty (30) day period of continued full access (including write) to complete any final exports. Following the thirty-day period, the account transitions to read-only status and the seven-year retention period continues to apply.

For Sunpliance’s processing of personal information contained within Content — including Users’ names, email addresses, and similar data — see our Privacy Policy.

6. Common Ownership Disclosure — Sunpliance and Blue Flag Solar Removal

Sunpliance LLC and Blue Flag Solar Removal, LLC share common ownership. Blue Flag Solar Removal, LLC is a New Jersey limited liability company operating a regional solar decommissioning service business in the northeastern United States.

Blue Flag Solar Removal, LLC is a Customer of the Sunpliance Platform and uses the Services in the ordinary course of its business, subject to the same Terms, Fees, and Tier structure applicable to any other Customer.

Blue Flag’s Content is subject to the same tenant isolation, access controls, and retention obligations as all other Customers. Sunpliance does not access, analyze, or use Blue Flag’s Content for any purpose beyond what is permitted for any other Customer under this Agreement.

Sunpliance does not track job-level pricing, customer acquisition data, or other competitively sensitive information that would create a conflict of interest between Sunpliance’s role as a Platform and Blue Flag’s role as a decommissioning service provider.

7. Tenant Data Isolation

Content belonging to different Customers is logically isolated at the database level using row-level security. Sunpliance personnel access to Customer Content is limited to the following circumstances:

  • Debugging, support, or technical troubleshooting specifically requested or authorized by Customer;
  • Investigation of suspected fraud, abuse, or violation of this Agreement; and
  • Response to valid legal process (such as a court order, subpoena, or similar binding request).

Sunpliance maintains records of personnel access to Customer Content for audit purposes.

8. Acceptable Use

Customer will not, and will not permit any User or third party to:

  • Reverse engineer, decompile, or disassemble the Platform, except as expressly permitted by applicable law;
  • Scrape, spider, or harvest data from the Platform outside of the Services’ intended APIs;
  • Access the Services through any interface or method not expressly authorized by Sunpliance;
  • Upload any Content that is false, fraudulent, or misrepresents the disposition of any solar panel;
  • Use the Services to circumvent, misrepresent, or obstruct compliance with any applicable law or regulation;
  • Introduce any virus, malware, or other harmful code;
  • Resell, sublicense, or white-label the Services without Sunpliance’s written consent; or
  • Use the Services to infringe third-party rights or to violate applicable law.

Sunpliance may suspend or terminate accounts for confirmed violations. Where feasible and not prohibited by law or the exigencies of an active investigation, Sunpliance will provide notice before suspension.

9. Availability and Grace Period Commitments

Sunpliance will use commercially reasonable efforts to keep the Services available. Sunpliance does not offer a contractual uptime service-level agreement (SLA) in the current version of the Services; Enterprise Customers may negotiate an SLA as part of a separate order form.

Notwithstanding any billing issue, field crews actively using the Services to document on-site decommissioning work will not be blocked from completing an in-progress job. Read-only access to Compliance Records is preserved throughout the ninety (90) day payment grace period described in Section 4, and Customer always retains the right to export its Content without charge.

Sunpliance will provide no less than sixty (60) days’ notice before any material change to this Agreement.

10. Intellectual Property

Sunpliance retains all right, title, and interest in and to the Platform, the Services, the Sunpliance software and documentation, the Sunpliance name and brand, and any improvements, derivative works, or related intellectual property. No license is granted to Customer except the limited right to use the Services as expressly described in this Agreement.

Aggregated and de-identified data

Customer grants Sunpliance a perpetual, irrevocable, worldwide, royalty-free license to use aggregated, de-identified data derived from Customer’s Content for the purposes of operating, securing, and improving the Services, generating industry-level benchmarks and statistics, and publishing non-identifying research. This license specifically excludes any Customer-identifying information and any data that would identify an individual Compliance Record.

Cross-tenant network verification

Where Customer uploads panel serial numbers and lifecycle events to the Platform, Sunpliance may check those records against similar records across the Sunpliance network to detect fraud, duplicate chain-of-custody entries, or prior terminal disposition (for example, a serial number previously recorded as recycled). Matches are surfaced to Customer to allow Customer to investigate, but Sunpliance does not disclose the identity of any other Customer as part of such matches. Customer acknowledges that cross-tenant network verification is a core function of the Services provided for the integrity of the compliance ecosystem.

For Sunpliance’s handling of personal information in connection with these functions, see our Privacy Policy.

11. Warranties and Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND. SUNPLIANCE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Sunpliance makes no warranty that the Services will comply with any specific state, federal, or local regulation applicable to Customer’s business or jurisdiction. It is Customer’s responsibility to determine which regulatory requirements apply to its operations and to configure and use the Services accordingly. Sunpliance does not provide legal or regulatory advice.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUNPLIANCE’S TOTAL LIABILITY TO CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) TEN THOUSAND U.S. DOLLARS ($10,000) OR (B) THE TOTAL FEES PAID BY CUSTOMER TO SUNPLIANCE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL SUNPLIANCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUNPLIANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing limitations do not apply to Sunpliance’s liability for: (i) gross negligence or willful misconduct; (ii) a breach of Sunpliance’s data security obligations resulting in a data breach of Customer Content; (iii) Sunpliance’s indemnification obligations under Section 13; or (iv) any liability that cannot be limited under applicable law.

13. Indemnification

By Customer

Customer will defend, indemnify, and hold harmless Sunpliance from and against any third-party claim arising out of (a) Customer’s Content, (b) Customer’s or its Users’ use of the Services in violation of this Agreement or applicable law, or (c) Customer’s breach of its representations and warranties under this Agreement.

By Sunpliance

Sunpliance will defend, indemnify, and hold harmless Customer from and against any third-party claim that the Services, as provided by Sunpliance and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark of the third-party claimant. Sunpliance’s obligations under this paragraph do not apply to claims arising from (i) Customer’s Content, (ii) combination of the Services with products or systems not provided by Sunpliance, or (iii) modifications to the Services not made by Sunpliance.

Procedure

The indemnifying party’s obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the claim, (ii) giving the indemnifying party sole control of the defense and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without its consent), and (iii) providing reasonable cooperation at the indemnifying party’s expense.

14. Term and Termination

Term

Monthly subscription accounts are on a month-to-month basis and may be cancelled by Customer at any time, effective at the end of the then-current billing cycle. Annual subscription accounts run for the twelve (12) month term selected, after which they renew on the same terms unless either party gives notice of non-renewal. Pay as You Go accounts are on a month-to-month basis and may be cancelled at any time.

Termination for cause

Sunpliance may terminate this Agreement for cause upon thirty (30) days’ written notice if Customer materially breaches this Agreement and fails to cure the breach within the notice period, following a good-faith attempt to resolve. Sunpliance may immediately suspend access in cases of confirmed fraud, a threat to platform security, or a requirement to do so by law.

Effect of termination

Upon termination, Customer has a thirty (30) day full-access export window, after which the account transitions to read-only status for the duration of the seven-year Compliance Records retention period described in Section 5. Fees paid for subscription periods extending beyond termination are refundable as described in Section 4. All accrued but unpaid Fees remain due.

The obligations of Sections 5 (Compliance Records retention), 6, 7, 10, 11, 12, 13, 15, 16, and 17 survive termination of this Agreement.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Informal resolution

Before initiating formal proceedings, the parties will engage in good-faith negotiations for a period of not less than thirty (30) days to attempt to resolve any dispute. The thirty-day period begins when either party delivers to the other a written notice describing the dispute and requesting informal resolution.

Arbitration

If the dispute is not resolved during the informal negotiation period, the dispute will be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration will be held in Wilmington, Delaware, before a single arbitrator. The arbitrator’s award is final and binding, and judgment may be entered on it in any court of competent jurisdiction.

Class action waiver

The parties agree to resolve disputes on an individual basis only. No arbitration or proceeding under this Agreement may be consolidated, joined, or brought as a class, collective, or representative action.

Exceptions

Either party may seek injunctive relief in court to protect its intellectual property or confidential information. Claims for Fees owed may be brought in small-claims court.

16. Modifications

Sunpliance may modify this Agreement by providing Customer no less than sixty (60) days’ advance written notice of any material change, delivered to the email address of the Customer’s account owner. Customer’s continued use of the Services after the effective date of the modification constitutes acceptance of the modified Agreement. If Customer does not accept a modification, Customer’s sole remedy is to terminate the Agreement in accordance with Section 14.

Non-material changes (including typographical corrections, clarifications, and updates to Tier features that do not increase Fees) may take effect upon posting to sunpliance.com/terms.

17. Contact

Legal notices: legal@sunpliance.com

Platform support: support@sunpliance.com