CUSTOMER CARE SERVICES AGREEMENT

THIS CUSTOMER CARE SERVICES AGREEMENT (“AGREEMENT”) APPLIES TO ALL USE OF THE SERVICES PROVIDED BY OMNIDIAN, INC. (“OMNIDIAN”, “WE”, “US”, AND “OUR”) TO YOU (“SYSTEM OWNER”, “OWNER”, “YOU”, AND “YOUR”) – AS MORE SPECIFICALLY SET FORTH BELOW. THIS AGREEMENT INCLUDES THE “INFORMATION FORM” FILLED OUT AS PART OF THE ONBOARDING PROCESS, AND THE ATTACHED “TERMS AND CONDITIONS”. TOGETHER, OMNIDIAN AND YOU WILL BE REFERRED TO HEREIN AS THE “PARTIES” (EACH A “PARTY”). BY ACCESSING OR USING ANY OF OMNIDIAN’S SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT WILL BE DEEMED EFFECTIVE ON THE DATE IT IS AGREED TO BY YOU (“EFFECTIVE DATE”).

TERMS AND CONDITIONS

I. WHAT THIS AGREEMENT COVERS

A. Covered Property. This Agreement covers only the System described on, and at the System Address identified on, the Information Form. This Agreement does not cover any other solar photovoltaic system(s) or energy storage system(s) you may own, regardless of whether you purchased such system(s) together with or separately from the System.

II. WHAT SERVICES THIS AGREEMENT PROVIDES

Omnidian’s responsibilities under this Agreement are limited to providing monitoring and support services as specified and limited in the following paragraphs. The Owner will be responsible for the cost of all repairs or other services that are required or which the Owner elects to have performed on the System.

A. Changes to the System. The terms of this Agreement are specific to and dependent on the description of the System in the System Information section of the Information Form. Sometimes changes are made to the System design before or after the Start Date. The following provides the procedures for addressing any change in the System other than a change to the Data Access Fee.
1. If the System differs, in any way, from how it is described in the “System Information” section of the Information Form and otherwise exists before the Start Date of this Agreement, you agree that Omnidian will have the right (a) to continue this Agreement unchanged, (b) to terminate this Agreement and refund the Plan Cost (to the extent already paid by you) identified in the Information Form or (c) to modify this Agreement to reflect the changes to the System and to alter the Plan Cost.
2. If the System differs, in any way, from how it is described in the “System Information” section of the Information Form after the Start Date of this Agreement, you agree that Omnidian will have the right, at its sole discretion, (a) to continue this Agreement unchanged, (b) to terminate this Agreement and issue a refund pursuant to Section III.J or (c) to modify this Agreement to reflect the changes to the System, and to alter the Plan Cost.
3. If Omnidian issues modifications to the Agreement, Omnidian will provide you with the modified Agreement, in written or electronic form. You will have thirty (30) days from the time the modified Agreement is sent to reject the modified Agreement. If you do not provide Omnidian with written notice of your decision to reject the modifications to the Agreement within thirty (30) days, the modifications to the Agreement will be deemed accepted and you will have agreed to be bound by the terms thereof. If you provide Omnidian with written notice of your decision to reject the modifications to the Agreement within thirty (30) days, this Agreement will be deemed terminated pursuant to Section III.E of this Agreement, and you will receive a refund in the amount described in Section III.J.
B. Monitoring. Omnidian will monitor the System and determine how it is performing by comparing Actual Energy to Expected Energy for the System. If Omnidian detects a Performance Shortfall, Omnidian will notify you by email of the issue and recommend steps for resolution. At least once a quarter, Omnidian will send you a report of the System’s performance via e-mail.
C. System Performance Inquiries. If you have questions about the System’s performance, you can submit a “System Performance Inquiry” by contacting Omnidian at the e-mail or toll-free telephone number identified in the Information Form.
D. Optional Services. Under this Agreement, Omnidian does not agree to pay for or perform any repairs or other services on the System. If Omnidian, in its sole discretion, determines that the System has a Performance Shortfall covered by the terms of this Agreement, Omnidian will provide you with a preliminary assessment of the cause of the Performance Shortfall at no cost to you, offer to remediate the System's Performance Shortfall, and provide an estimate of the price of such repair/remediation. You may choose to: (a) accept this offer from Omnidian with the specified price and terms, (b) have the System remediated independently through a third party, or (c) allow the Performance Shortfall to continue.
E. Timing of Services. In normal circumstances, Omnidian will initiate its services by performing repair diagnostics within forty-eight (48) hours of Omnidian’s determination that the System has a Performance Shortfall.
F. Approved Field Services Technicians. Only Approved Field Services Technicians may perform the field services provided for under this Agreement. Omnidian is not responsible or liable in any manner for the acts, errors, or omissions of any third-party contractors, technicians, or individuals independently retained by you to perform any work, including but not limited to repairs, alterations, or maintenance, on the System.
G. Omnidian’s responsibilities under this Agreement are limited to the monitoring services expressly specified in Section II of this Agreement.

III. DURATION OF THIS AGREEMENT

A. Coverage Period: Initial Term and Optional Renewal After Initial Term. Unless earlier cancelled or terminated pursuant to the terms of this Agreement, coverage provided under this Agreement commences on the Start Date and continues until expiration of the Initial Term. Omnidian may offer to renew this Agreement upon expiration of the Initial Term.
B. Right of Return; Cancellation by You Before Services Provided. If no services have been performed under this Agreement, you may cancel this Agreement within twenty (20) days of your execution of this Agreement by providing written notice of cancellation to Omnidian.
C. Cancellation by You After Services Provided. After Omnidian begins providing services under this Agreement, you may cancel this Agreement at any time by providing written notice of cancellation to Omnidian.
D. Cancellation by Omnidian. Omnidian may cancel this Agreement at any time with written notice for specified reasons including nonpayment or violation of the terms.
E. Termination Due to Changes to the System. Omnidian may, at its sole discretion, terminate this Agreement If the System differs, in any way, from how it is described in the “System Information” section of the Information Form after the Start Date of this Agreement.
F. Termination Upon Sale or Transfer of Premises. If you sell or otherwise transfer ownership of the Premises, this Agreement shall automatically terminate on the date of sale or transfer of the Premises unless you assign your rights under this Agreement.
G. Termination Upon Substantial Impairment of the System By External Force or Actor. Either Party may terminate this Agreement upon written proof of substantial impairment of the System caused by an external force or actor.
H. Termination Due to Premises Being Declared Uninhabitable. Either Party may terminate this Agreement upon written notice if local authorities declare the Premises uninhabitable.
I. Termination Due to Data Access Fee Increase. If during the coverage period of this Agreement your Inverter Manufacturer increases the Data Access Fee, Omnidian will provide you notice of such increase.
J. Refund as Result of Cancellation or Termination. If you cancel this Agreement, you shall be entitled solely to a refund of any Unused Data Access Fees paid by you.

IV. YOUR DUTIES

A. Representations and Warranties. By entering into this Agreement, you make the following representations and warranties:
1. you are eighteen (18) years of age or older;
2. you have authority to enter into this Agreement with respect to the System; and
3. the description of the System set forth in the Information Form is true and accurate in all respects.
B. Payment Obligation. You agree to pay your share of the Plan Cost identified in the Information Form by the System Installation Date.
C. Fraud and Misrepresentation. You agree not to make any materially incorrect, false, fraudulent, negligent, incomplete, misleading, or deceptive representation.
D. Consent to Use of Monitoring and Performance Data. You agree that Omnidian may use the data and information it collects concerning the System, its performance, and its maintenance history.
E. Right to Monitor. As a condition of this Agreement, you must permit Omnidian to monitor the System to determine how it is performing.
F. System Communications. You bear sole responsibility for ensuring that the System remains connected to the internet.
G. Responsibility to Provide Safe Access to System. You shall bear the sole responsibility for ensuring that the System is accessible to Omnidian and its Approved Field Services Technicians.
H. Default; Default Remedies. You shall be in default if you engage in fraud or misrepresentation or fail to make any payment due under this Agreement. Omnidian may elect to cancel this Agreement due to your default.

V. GENERAL TERMS

A. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.
B. Entire Agreement. This Agreement reflects the entire agreement with respect to the matters set forth.
C. Further Assurances. The Parties agree to do such further acts and things as may be reasonably required to consummate the agreements contained in this Agreement.
D. Severability. Whenever possible, each provision of this Agreement shall be interpreted to be effective under all applicable laws and regulations.
E. Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without prior written consent of the other Party.
F. Refund Paid to Lender. You agree and understand that if Omnidian is required to refund any amounts, then Omnidian will make the refund payment directly to your lender.
G. Limitation of Liability. IN NO EVENT SHALL OMNIDIAN BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES.
H. Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in accordance with specified rules.

VI. DEFINITIONS

A. “Actual Energy” means the total kWh generated by the System in a given time period.
B. “Approved Field Services Technician” means a contractor, technician, or individual specifically approved by Omnidian to perform work on the System.
C. “Communication Requirements” means necessary actions to ensure that the System can communicate via the internet with Omnidian.
D. “Data Access Fee” means the amount charged to Omnidian by your Inverter Manufacturer.
E. “Dealer” means the person or entity identified in the Information Form.
F. “Expected Energy” means the kWh that Omnidian projects that the System will generate.
G. “Force Majeure Event” means any event beyond the Parties’ control not caused by a Party or our Approved Field Services Technicians’ fault or negligence.
H. “Initial Term” means the Initial Term of the Agreement, as identified in the Information Form.
I. “kWh” means kilowatt hours of electric energy.
J. “Performance Shortfall” refers to when the Actual Energy is less than seventy-five percent of the Expected Energy for more than one month.
K. “Plan Cost” means the amount identified in the Information Form.
L. “Premises” and “System Address” mean the address of the System identified in the Information Form.
M. “Prepaid Term” means the time period identified in the Information Form.
N. “Start Date” means the date when the System is in compliance with Communication Requirements.
O. “System” means the residential solar photovoltaic system identified in the Information Form.
P. “System Installation Date” means when installation of the System begins.
Q. “Unused Data Access Fees” means amounts paid by you for Data Access Fees which Omnidian has not paid to your Inverter Manufacturer.