ţţ㷨 Installer Network (EIN) Program Terms and Conditions
Updated: January 9, 2023
IF YOU ARE AN ENPHASE INSTALLER (“Installer”, “Participant” OR “YOU”), AND HAVE BEEN INVITED TO PARTICIPATE IN THE ENPHASE INSTALLER NETWORK (“EIN”) PROGRAM (“PROGRAM”), THIS ENPHASE INSTALLER NETWORK PROGRAM TERMS AND CONDITIONS (THE “AGREEMENT”) DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO YOUR PARTICIPATION IN THE PROGRAM. YOU ARE NOT REQUIRED TO PARTICIPATE IN THE PROGRAM, BUT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE PROGRAM.
Installer and ţţ㷨 are each referred to in this Agreement as a “Party” and together as the “Parties”.
- Participation. Participation in this Program is by invitation only. ţţ㷨 will deliver invitations to select Installers based on criteria solely within the discretion of ţţ㷨. Invitations that are forwarded, copied or reproduced by a party other than ţţ㷨 in any way shall be null and void. Installers may accept the invitation by enrolling as instructed in the invitation. Enrollment by an Installer is considered Installer’s affirmative confirmation to be bound by the terms of this Agreement. Once ţţ㷨 has confirmed Installer’s enrollment in writing, Installer is a thereafter referred to as a “Pپ貹Գ” and all terms and conditions set forth in this Agreement will apply.
- Participation Tiers. ţţ㷨 will allow each Participant to participate in the Program at the Silver, Gold, or Platinum level (each an “EIN Tier”) based on the criteria set forth in the Program Guide (the “Criteria”) available at /installers/resources/ein (the “Program Guide”). In order to be, and remain, in a particular Tier and to receive the corresponding benefits (the “Benefits”), Participant must comply at all times with all of the Criteria applicable to such Tier. ţţ㷨 will conduct periodic reviews of Participant’s adherence to such Criteria and, based on the Participant’s performance and adherence to the Criteria, may change the Participant’s EIN Tier designation. Additionally, ţţ㷨 may disqualify the Participant from participating in the Program at any time and for any reason. If a Participant believes it has been incorrectly classified or disqualified, or wishes to have ţţ㷨 re-evaluate the EIN Tier assignment so that Participant may be moved to a different EIN Tier, Participant may contact EIN@enphaseenergy.com and request a re-evaluation no more than two (2) times each calendar year.
- Program Benefits. Participant will receive the Benefits corresponding to its assigned EIN Tier, all as set forth in the Program Guide. ţţ㷨 may modify the Benefits from time to time in its sole discretion or as required to comply with applicable laws.
- ţţ㷨 Community. ţţ㷨 provides a discussion platform to encourage ţţ㷨 services and discussion relating to adoption of renewable energy (the “CdzܲԾٲ”) and is available at . To the extent that Participant is a member of the ţţ㷨 Community, a badge indicating Participant’s EIN Tier will be displayed next to its nickname on the Community, by default. If Participant wishes to request a change to its designated nickname or the default display of its EIN Tier badge on the Community, please contact community@enphaseenergy.com. Notwithstanding anything in this Agreement to the contrary, the Community terms and Conditions (available at /additional-terms-community) shall apply to Installer’s use of the Community. Community and its features may not be available in all countries. ţţ㷨 reserves the right to implement Community in whole or in part at its sole discretion.
- Audit. Certain EIN Tiers require periodic quality audits of Participant’s ţţ㷨 product installation sites. Participant agrees to cooperate with ţţ㷨 in coordinating a reasonable number of audits and will use commercially reasonable efforts to assist ţţ㷨 (or a non-competing, independent third-party auditor selected by ţţ㷨) in obtaining customer permission and access to sites so that ţţ㷨 may conduct inspections. All quality inspections will be conducted at ţţ㷨’s sole cost and expense. Participants at the Platinum EIN Tier must provide financial information as may be reasonably requested by ţţ㷨 (or its designated third-party auditor) no more than once each fiscal year so that ţţ㷨 may determine whether Participant is qualified to participate in the Program at the Platinum level. ţţ㷨 will not share Participant’s confidential financial information with any third-party (other than its designated third-party auditors, as applicable) and will maintain such information in strict confidence. Each Party will bear its own costs and expenses in connection with a financial audit hereunder.
- Trademark License.
- License Grant from ţţ㷨. Subject to the terms and conditions in this Agreement, ţţ㷨 hereby grants Participant a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use the ţţ㷨 trademarks (the “ţţ㷨 Marks”) solely in accordance with (i) the Benefits applicable to Participant’s Tier, and (ii) applicable trademark usage guidelines published by ţţ㷨 at /trademark-usage-guidelines, which terms and conditions are incorporated by reference into this Agreement. ţţ㷨 Marks include: (1) the ţţ㷨 logo, and (2) the Platinum, Gold, and Silver EIN Tier logos (each an “EIN Tier Badge”). ţţ㷨 may terminate the foregoing trademark license if, in its reasonable discretion, ţţ㷨 determines that Participant’s use of the ţţ㷨 Marks tarnishes, blurs or dilutes the quality associated with the ţţ㷨 Marks or the associated goodwill and such issue is not cured within five (5) days of ţţ㷨 providing notice to Participant; alternatively, instead of terminating the license in total, ţţ㷨 may specify that certain Participant’s uses may not contain the ţţ㷨 Marks. Title to and ownership of the ţţ㷨 Marks will remain with ţţ㷨. Participant will not take any action inconsistent with ţţ㷨’s ownership of the Marks, and any benefits accruing from use of such Marks will automatically vest in ţţ㷨. Participant will not form any combination marks with ţţ㷨’s Marks.
- License Grant from Participant. Subject to the terms and conditions of this Agreement, Participant hereby grants ţţ㷨 a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use the Participant’s name and logos (the “Participant Marks”) for the purpose of identifying Participant as an installer of ţţ㷨 products and a participant in the Program. Participant may withdraw its approval of any use of the Participant’s Marks at any time in its sole discretion upon written notice to ţţ㷨, which withdrawal will be effective promptly but in no case more than thirty (30) days from the date of Participant’s notice sent in accordance with Section 19 (Notice) below, provided that no such withdrawal will require the recall of any previously published or distributed materials. Participant may terminate the foregoing trademark license if, in its reasonable discretion, ţţ㷨’s use of the Participant Marks tarnishes, blurs or dilutes the quality associated with the Participant Marks or the associated goodwill and such issue is not cured within five (5) days of Participant providing notice to ţţ㷨; alternatively, instead of terminating the license in total, Participant may specify that certain of ţţ㷨’s uses may not contain the Participant Marks. Title to and ownership of the Participant Marks will remain with Participant. ţţ㷨 will not take any action inconsistent with Participant’s ownership of the Marks, and any benefits accruing from use of such Marks will automatically vest in Participant. ţţ㷨 will not form any combination marks with Participant’s Marks.
- Installer Locator. ţţ㷨 hosts a webpage located at https://installers.enphase.com/locator that allows users to locate ţţ㷨 product installers in their geographic area (the “ţţ㷨 Marks”). ţţ㷨 will respond to queries on the Installer Locator by listing the names, contact information, and EIN Tier Badge for each Participant in the requested geographic area. Applicable Participants will be displayed in order of EIN Tier (Platinum listed first, then Gold, then Silver). Installer Locator and its features may not be available in all countries or in all geographic areas. ţţ㷨 reserves the right to implement Installer Locator in whole or in part at its sole discretion
- Feedback. If Participant, in its discretion, provides any suggestions, comments, or other feedback to ţţ㷨 concerning ţţ㷨 products or services (“Feedback”), ţţ㷨 will be entitled to use the Feedback for any purpose without restriction or remuneration of any kind with respect to Participant and/or its representatives.
- Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Installer and ţţ㷨, notwithstanding the use of the term “partner” in this Agreement or the Program Guide. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this Agreement. Participant will not make any proposals, promises, warranties, guarantees, or representations on ţţ㷨’s behalf or in ţţ㷨’s name.
- Installations. Installer will ensure that any installation of ţţ㷨 products is completed in accordance with all applicable ţţ㷨 documentation made available to Installer by ţţ㷨, including but not limited to the applicable product Data Sheet, Installation and Operation Manual(s) and the Quick Install Guide. For the avoidance of doubt, installations of ţţ㷨 products that do not comply with the requirements of this Section, may void the Limited Warranty.
- Inventory Management. Installer will implement a first in first out (FIFO) inventory system for Installer’s sale of ţţ㷨 products. Installer will also manage the ordering, delivery and stocking of Products in a manner that will minimize the potential levels of excess or obsolete inventory of such products. At no time will Installer install any ţţ㷨 battery products after the “Energize By” date shown on the battery, nor any other ţţ㷨 products more than twenty (20) months from the date such products were manufactured.
- Insurance. Installer will maintain during the term of this Agreement, at its own expense, a Commercial General Liability insurance policy including premises, operations, products liability, contractual liability, and completed operations coverage with a minimum limit of $1,000,000 per occurrence.
- Disclaimer of warranty.. Except as expressly set forth herein, enphase makes no representation or warranty of any kind regarding the program, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law including with respect to the performance, functionality, quality, benefits or availability of all of the foregoing. Content is provided by enphase “as is,” and as available, exclusive of any warranty whatsoever.
- Limitation of liability. Nothing in this agreement is intended to limit either party’s liability for death or personal injury resulting from such party’s negligence or for fraud, fraudulent misstatement or fraudulent misrepresentation. To the maximum extent permitted by applicable law, in no event will enphase be liable for any consequential, indirect, exemplary, special or incidental damages, or for any lost profits or lost data, arising from or relating to this agreement, even if enphase has been advised of the possibility of such damages. The foregoing limitations of liability are independent of any exclusive remedies set forth in this agreement.
- Legal Compliance; Ethical Business. Installer must at all times comply with all applicable laws and regulations and will conduct its business in such manner as will reflect favorably on, and will not disparage, ţţ㷨, ţţ㷨 products or services. Additionally, Installer must not engage in any deceptive, misleading, illegal or unethical business practice.
- Cooperation in Disputes. Participant will cooperate with ţţ㷨 regarding any inquiry, dispute or controversy in which ţţ㷨 may become involved and of which Participant may have knowledge. Such cooperation will include disclosure of relevant documents and financial information, and interviews of Participant’s personnel. Such obligation will continue after the expiration or termination of this Agreement.
- Term and Termination. This Agreement will commence on the date Installer enrolls in the EIN Program (the “Enrollment Date”). This Agreement will continue until terminated. Either Party may terminate this Agreement at any time and for any reason, or no reason, by providing the other Party with at least ten (10) days written notice. Notwithstanding the foregoing, ţţ㷨 may terminate this Agreement, or terminate Installer’s participation in the Program immediately, upon notice, if Installer fails to meet the applicable Program requirements.
- Governing Law; Venue.
- For Installers located and operating in the United States of America, the Agreement and Installer’s participation in the Program will be governed by and construed in accordance with the laws of California without reference to any conflicts of law principles. Installer and ţţ㷨 consent to the exclusive jurisdiction of, and venue in, the state court of Santa Clara County, California, U.S.A., or the federal court of the Northern District of California, U.S.A., except nothing will restrict a party from seeking relief to protect its intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- For Installers located and operating in the European Union, the Agreement and Installer’s participation in the Program will be governed by and construed in accordance with the laws of the Netherlands, except as otherwise required by applicable law.
- This Agreement is drafted in English and is executed by the Parties in English. In the event any translation of this Agreement is prepared for convenience, made available of an ţţ㷨 website, or any other purpose, the provisions of the English version shall prevail.
- Notice. Notices provided under this Agreement (a) by ţţ㷨 will be sent to the individual that Participant identifies in its ţţ㷨 Enlighten instance as the administrator of Participant’s account; and (b) by Participant will be sent to legal@enphaseenergy.com.
- General. Installer will not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of ţţ㷨. Any assignment in violation hereof will be void. This Agreement constitutes the entire agreement between ţţ㷨 and Installer, and supersedes all previous communications, course of dealing representations and agreements, whether oral or written, between Installer and ţţ㷨 with respect to the subject matter hereof. No course of dealing or usage of trade may be invoked to modify this Agreement. The failure by ţţ㷨 to enforce at any time any of the provisions of this Agreement will in no way be construed as a waiver of such provisions. If any provision of this Agreement is unenforceable as written, the remainder of the Agreement will remain in effect and the unenforceable provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of this Agreement.
