End User License Agreement: KW Toolbox, LLC
End User License Agreement (EULA)
Effective Date: 1/1/2025
IMPORTANT - READ CAREFULLY:
This is a legal agreement (the “Agreement”) between User (either as an individual or a single entity) (”User”) and KW Toolbox, LLC, a California Limited Liability Company (”KW Toolbox”), covering User use of KW Toolbox SaaS Platform (the “Software”). By installing, accessing, or using the Software, User agrees to be bound by the terms of this Agreement. If User does not agree to these terms, User must not access or use the Software.
1. Introduction
This Agreement governs User use of the KW Toolbox SaaS Platform (”Software”). The Software enables renewable energy monitoring and data analytics for photovoltaic (PV) systems through API integrations with inverter manufacturers, weather data providers, and other external data sources. By using the Software, User agrees to comply with this Agreement and any additional guidelines or rules provided by KW Toolbox, LLC.
2. Definitions:
“KW Technology” means all proprietary technology, including software, designs, algorithms, user interfaces, processes, techniques, know-how, and other technical material made available to User by KW Toolbox.
“Agreement” refers to these Terms of Use, as updated from time to time by KW Toolbox.
“Content” means any visual, textual, or interactive content, software code, product data, or analytics made available through the Software.
“Intellectual Property Rights” means all rights in patents, copyrights, trademarks, trade secrets, and other forms of intellectual property worldwide.
“Service Data” means any data processed, managed, or analyzed by the Software, including data collected via third-party API calls from inverter manufacturers, weather data providers, or other authorized external data sources.
“Software” refers to the KW Toolbox SaaS Platform, including all components, updates, and integrations provided by KW Toolbox.
3. License Grant:
KW Toolbox hereby grants User a limited, non-exclusive, non-transferable license to access and use the Software on a per-site basis, subject to the terms of this Agreement. A “Site” refers to an individual PV system or installation monitored using the Software. User may not transfer or sublicense this license without written approval from KW Toolbox. All rights not expressly granted are reserved by KW Toolbox.
4. Restrictions on Use
User shall not: (i) License, sublicense, sell, or commercially exploit the Software without written permission. (ii) Modify or create derivative works based on the Software or Content. (iii) Reverse engineer, disassemble, or attempt to reconstruct the Software. (iv) Access the Software to build a competing product or service. (v) Bypass or disable security features of the Software. (vi) Remove or alter branding, logos, or copyright notices from the Software. Any violation of these restrictions constitutes a material breach of this Agreement.
5. User Responsibilities
User is responsible for: (i) Maintaining account security (e.g., strong passwords). (ii) Ensuring all data User inputs into the Software are accurate and lawful. (iii) Complying with all applicable laws and regulations, including those related to data privacy and technical data transmission. (iv) Reporting security breaches or unauthorized account access to KW Toolbox immediately. User agrees not to impersonate another user, misrepresent User identity, or use the Software for unlawful purposes.
6. Section 508(c) Compliance
The Software is not designed for compliance with Section 508(c) of the Rehabilitation Act of 1973. If accessibility compliance becomes a requirement, please contact KW Toolbox for more information.
7. Service Data
Service Data, including PV system data, weather data, and inverter data, is retrieved via API integrations from third-party sources. KW Toolbox: (i) Does not claim ownership of raw Service Data. (ii) May aggregate and anonymize Service Data for research, analytics, and product improvement. (iii) Will not sell or share Service Data with unauthorized third parties. Users are responsible for ensuring they have the appropriate rights and permissions to access and transmit third-party Service Data via KW Toolbox.
8. Data Retention Policy
(i) Active Users: Service Data will remain accessible indefinitely while User account is active and in good standing. (ii) Inactive Users: Upon account termination, KW Toolbox may retain PV generation data indefinitely for research and development purposes. (iii) Email Data: User email addresses will be deleted upon request or after account termination, except when legally required to retain them.
9. Termination Clause
KW Toolbox reserves the right to suspend or terminate User account if: (i) User violates any terms of this Agreement. (ii) User payment obligations are not met. Upon termination: (i) Access to the Software will be revoked. (ii) PV generation data may be retained for research and development purposes. (iii) Email addresses and identifiable personal data will be deleted within 30 days, unless otherwise required by law.
10. Disclaimers of Warranties
The Software is provided “as is” and “as available.” KW Toolbox makes no warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. KW Toolbox does not guarantee uninterrupted or error-free operation.
11. Limitation of Liability
In no event shall KW Toolbox be liable for special, incidental, consequential, or indirect damages, including lost profits or business interruption. KW Toolbox’s aggregate liability for any claims arising from or related to a specific site shall not exceed the total amount paid by the User for Software access specific to that site in the preceding 12 months. Liability for multiple claims across different sites shall be considered separately, and under no circumstances shall KW Toolbox’s total liability across all claims exceed the total amount paid by the User for Software access to the affected sites in the preceding 12 months.
12. Local Laws and Export Control
Users must comply with U.S. export laws and applicable regulations, including prohibitions against exporting software to embargoed countries or restricted entities.
13. Modification to Terms
KW Toolbox reserves the right to modify this Agreement at any time. Updates will be communicated via email to registered users. Continued use of the Software after receiving notice constitutes acceptance of the revised terms.
14. Assignment
This Agreement may not be assigned by the User without prior written approval from KW Toolbox.
15. Dispute Resolution and Arbitration
Any disputes arising under this Agreement will be submitted to binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration will occur in California, and the decision will be final and enforceable in any court of competent jurisdiction.
16. General Provisions
This Agreement is governed by the laws of California without regard to conflict-of-law principles. If any provision is deemed invalid, the remaining provisions shall remain in full force. This Agreement constitutes the entire understanding between the User and KW Toolbox.