ţţ�㷨

System Design Services Terms & Conditions

These System Design Services Terms and Conditions (the "Terms") govern certain Professional Services (defined below) provided by ţţ�㷨, Inc. ("ţţ�㷨" or “w��” or ��в�”) and ordered by you (the "Customer" or "you") in one of the following ways: (a) through the ţţ�㷨 Installer Platform; (b) through the Solargraf Platform (the ţţ�㷨 Installer Platform and the Solargraf Platform shall be referred to collectively as, a “P�����ٴڴǰ���”); or (c) through a signed Statement of Work ("SOW"), which incorporates these Terms by reference which is entered into by and between you and ţţ�㷨. ţţ�㷨 and Customer are each referred to as a “P�����ٲ�” and together as the “P�����پ����”.

For purposes of these Terms, "Order" means an order form submitted by you through an order form on a Platform or through a SOW, which describes the Professional Services and the Deliverables (defined below) you are purchasing. If you have an active SOW with ţţ�㷨, these Terms and the SOW provide the applicable terms for the Professional Services and Deliverables described in such SOW, whether the Order is submitted to ţţ�㷨 directly through the SOW or through an order form on the Platform (“Platform Order Form”), and such SOW and these Terms shall supersede the terms provided on the Platform Order Form. In the event of a conflict between the SOW and these Terms, the SOW terms will control with respect to the subject matter of the discrepancy. If you place an Order through a Platform and you (i) do not have an active SOW with ţţ�㷨 or (ii) order Professional Services that are not included within the scope of your active SOW, these Terms along with the terms provided to you on the Platform Order Form at the time you submit the Order shall provide the terms for such Order. In the event of a conflict between the terms provided to you on the Platform Order Form and these Terms, the Platform Order Form shall control with respect to the subject matter of the discrepancy.

1. Professional Services; Deliverables; Change in Scope.

These Terms govern the services that you order from ţţ�㷨, as further described on the applicable Platform or in an applicable SOW (“Professional Services”), including the delivery of designs, documents, models, and other deliverables or work product in connection with the performance of Professional Services (collectively, ���������������������”), if any. Subject to these Terms and Customer’s payment of all fees and charges, ţţ�㷨 agrees to provide, either directly or through third-party service providers, those Professional Services expressly set forth in one or more SOW(s) or Platform Order(s) for Professional Services and Deliverables placed by you. If you have a SOW with ţţ�㷨, ţţ�㷨 may modify the scope of available Professional Services and Deliverables and the fees for such Professional Services (the "�����”), by providing the Customer at least thirty (30) days prior written notice (the “Notice Period”) and such new scope and Fees will apply to all Professional Services and Deliverables provided by ţţ�㷨 to Customer after such Notice Period. If Customer does not agree to the changes, Customer may terminate the applicable SOW by providing ţţ�㷨 at least fifteen (15) days prior written notice within the Notice Period. Customer may submit requests to ţţ�㷨 for additions or changes to the scope of Professional Services or the Deliverables provided in a SOW. Any such Customer-submitted requests for additions or changes will only take effect when mutually agreed upon in an amendment to an existing SOW signed by the Parties. If you do not have an active SOW with ţţ�㷨, or if you are requesting Professional Services and Deliverables outside the scope of your active SOW with ţţ�㷨, ţţ�㷨 may modify the scope of available Professional Services, Deliverables and/or the Fees at any time, at ţţ�㷨’s sole discretion, and such new terms will apply to all Professional Services, Deliverables, and/or Fees provided by ţţ�㷨 after such ţţ�㷨 modification.

2. Rework.

If you have a SOW with ţţ�㷨, upon Customer’s request, ţţ�㷨 will provide revisions and corrections to the Deliverables ţţ�㷨 provided to Customer (“Rework”) as set forth in an applicable SOW. If you do not have a SOW with ţţ�㷨 or if you are requesting Rework through a Platform for Deliverables outside the scope of your SOW, ţţ�㷨 will provide revisions and corrections to the Deliverables as set forth in the applicable Platform, provided such request for Rework is submitted through the Platform no later than six (6) months after the Order is placed. Any request for a Rework after six (6) months will be considered a new Order.

3. Professional Services Availability.

Unless otherwise specifically set forth in the SOW or order form on a Platform, ţţ�㷨 will use commercially reasonable efforts to provide the Professional Services Monday through Friday except on holidays or those days ţţ�㷨 and Customer mutually agree in writing to an exception to this service availability.

4. Estimated Turnaround Time.

Unless otherwise set forth in an applicable SOW or on a Platform, and subject to (a) the Professional Services Availability as set forth above in Section 3; (b) Customer providing the Required Information as set forth below in Section 5; and (c) ţţ�㷨 providing confirmation that all Requisite Information has been received, ţţ�㷨 will use commercially reasonable efforts to provide the following turnaround times:

i. Proposals: One (1) business day for Orders submitted by 8:30PM CST

ii. Permit Plan Sets: Two (2) business days turnaround time for single family, residential home (“Residential”) Orders and five (5) business days turnaround time for large, complex projects, including but not limited to multi-family dwellings, apartment complexes, commercial buildings, and solar farms (“Commercial”) Orders for Orders submitted by 8:30PM CST.

iii. Professional Engineering Stamps: Two (2) business days turnaround time for Orders submitted by 8:30PM CST. For ground mount jobs, and complex jobs, turnaround time is up to four (4) business days.

5. Required Information.

ţţ�㷨’s delivery of the Professional Services and the Deliverables requires you to provide timely, complete, and accurate information, data, documents, and other materials (“Required Information”). ţţ�㷨 will evaluate the Required Information you provide and may require additional information from you. Customer agrees to respond promptly to any ţţ�㷨 request to provide information, authorizations, or decisions reasonably necessary to perform Professional Services, and to provide all Required Information ţţ�㷨 requests in connection with the performance of Professional Services. You hereby authorize ţţ�㷨, its representatives, and contractors to contact you (including by phone or email) for the purpose of requesting or clarifying Required Information. If ţţ�㷨 determines that the Required Information is incomplete or inaccurate, or if the Required information is not timely submitted, then the Professional Services related to the specific Order may be put on hold, and such hold may impact the estimated turnaround time set forth in your SOW, the Platform, or above, as applicable. You hereby authorize ţţ�㷨, its representatives, and contractors to use all such Required Information in connection with the performance of Professional Services and as otherwise permitted under these Terms. ţţ�㷨 has the right to decline, terminate, or delay the delivery of any Professional Services and/or the Deliverables, in whole or in part if you do not cooperate or fail to provide timely and accurate Required Information when required.

6. Design Tool.

If Customer requires that ţţ�㷨 use Customer’s account for third-party software (the “Third-Party Tools”) to provide the Professional Services, Customer hereby represents and warrants that Customer has the authority to provide Customer’s log-in credentials to ţţ�㷨 for the purpose of ţţ�㷨 providing the Professional Services to Customer. The Customer’s log-in credentials are the Confidential Information of Customer and ţţ�㷨 will use them solely for the purpose of providing the Professional Services to Customer.

7. Privacy.

All information you submit to ţţ�㷨 under these Terms or in connection with the Professional Services will be subject to the ţţ�㷨 Privacy Policy (available at /legal/privacy-policy), as updated by ţţ�㷨 from time to time (our “Privacy Policy”), and ţţ�㷨 will have the right to use such information in accordance with our Privacy Policy and the other terms and conditions of these Terms. You are solely responsible for providing all notices and obtaining all consents and permissions necessary for ţţ�㷨 to use all information you provide, and you represent and warrant that: (a) all such information is complete and accurate in all material respects; and (b) you have sufficient right, power, and authority to provide all such information to ţţ�㷨, and to authorize ţţ�㷨 to use such information as permitted herein.

8. Payment.

a. For Customers with a SOW: Unless otherwise stated in an applicable SOW, ţţ�㷨 will issue invoices on a monthly basis. You agree to pay all fees, charges, and any applicable Taxes (defined below) for the Professional Services you order. Except as otherwise specified in your SOW, terms of payment are net thirty (30) days from date of invoice unless we require prepayment. ţţ�㷨 will require pre-payment if Customer fails to provide ţţ�㷨 with Customer’s current financial records promptly following the Effective Date and upon ţţ�㷨’s reasonable request thereafter. If prepayment is required, all payments are final, and no refunds will be given once you have submitted your Order. If non-payment occurs, ţţ�㷨 may reject additional Orders. In case of late or non-payment, you will automatically be in default, without notice (or a grace period) being required, and ţţ�㷨 will have the right to (i) require prepayment; (ii) suspend performance of all Professional Services until payment has been made in full and/or (iii) charge interest on late payments at the rate of 1.5% per month, or the maximum amount allowed by law, if lower, from the due date until paid. If any proceeding is brought by or against you under bankruptcy or insolvency laws, ţţ�㷨 may cancel any outstanding orders immediately. ţţ�㷨 may change its payment terms and/or its payment service providers without notice.

b. For Customers without a SOW or who use a Platform to order Professional Services outside of the scope of a SOW: You agree to pay, in advance, all fees, charges, and any applicable Taxes for the Professional Services you order. All payments are final, and no refunds will be given once you have submitted your Order. If any proceeding is brought by or against you under bankruptcy or insolvency laws, ţţ�㷨 may cancel any outstanding orders immediately. ţţ�㷨 may change its payment terms and/or its payment service providers without notice.

9. Taxes.

All prices are exclusive of all withholding, excise, sales, use and similar taxes, fees, charges, duties, and assessments, imposed by any governmental authority on the transactions or amounts payable hereunder (except taxes on ţţ�㷨’s income which will be ţţ�㷨’s responsibility) (collectively, “T������”). You will be solely responsible for all Taxes and will reimburse ţţ�㷨 for any Taxes payable by ţţ�㷨.

10. Term and Termination.

If Customer has a SOW with ţţ�㷨, these Terms will commence on the effective date of the applicable SOW and, unless earlier terminated, will continue for the duration of the SOW. If Customer does not have a SOW with ţţ�㷨 or uses a Platform to order Professional Services outside the scope of a SOW, these Terms will commence on the date the Order is placed by Customer and will terminate as set forth below. Except as otherwise set forth in these Terms, either Party may terminate these Terms, any Orders, and any SOWs: (a) by written notice to the other if the other Party materially breaches this these Terms, or such SOW and the breach remains uncured thirty (30) days after receipt of written notice of such breach, or (b) effective immediately upon delivery of written notice to the other Party, in the event of the other Party’s insolvency or bankruptcy. ţţ�㷨 may terminate these Terms, Orders, or SOWs at any time and for any reason by providing the Customer at least forty-five (45) days prior written notice; provided, however, that if at any time during the Term, a Customer with a SOW, has failed to purchase any Professional Services for a period of four (4) consecutive weeks, ţţ�㷨 may terminate the then-current SOW immediately upon notice to the Customer. In such case, the Parties must enter into a new SOW prior to ţţ�㷨 commencing any additional Professional Services.

11. Effect of Termination.

Termination or expiration of these Terms will automatically terminate all SOWs and Orders; however, termination of a SOW or Order will not affect these Terms or any other SOWs or Orders. Upon termination or expiration of a SOW or these Terms, Customer will promptly pay to ţţ�㷨 all fees and charges for Professional Services performed as of the date of termination or expiration. All rights and obligations that by their terms or nature should survive termination or expiration of these Terms will remain in full force and effect, including all defined terms, and Sections 6-22.

12. Intellectual Property.

Subject to your compliance with these Terms and payment of all fees and charges, ţţ�㷨 hereby grants to you a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, and distribute the Deliverables solely for your internal use and as reasonably required to support the applicable end-user. Except as expressly set forth herein, these Terms do not grant or confer any rights under any of our or our licensors’ intellectual property, by license, implication, estoppel, or otherwise, and ţţ�㷨 will remain the sole and exclusive owner of all intellectual property rights in the Deliverables.

13. Feedback.

Any feedback or suggestions that Customer provides to ţţ�㷨 regarding the Professional Services or Deliverables is ţţ�㷨 Confidential Information and may be used by ţţ�㷨 for any purpose without acknowledgement or compensation; provided, Customer will not be identified publicly as the source of the feedback or suggestion without prior written consent.

14. Delays.

ţţ�㷨 will use commercially reasonable efforts to provide the Professional Services and Deliverables in the timeframe set forth in the applicable SOW or Order; however, you acknowledge that any performance dates or turnaround times set forth in a SOW or Order are estimates only. If ţţ�㷨’s performance of Professional Services or any of its other obligations under these Terms or applicable Order or SOW is prevented or delayed by your acts or omissions or those of your employees, agents, contractors, or other personnel or third parties, ţţ�㷨 will not be in breach of these Terms or applicable Order or SOW or otherwise liable for any costs, charges, or losses you sustain or incur that arise directly or indirectly from such prevention or delay. For the avoidance of doubt, ţţ�㷨 shall not be liable for any deficiency in the Professional Services or Deliverables, to the extent that such deficiency is attributable to the Customer not providing the requisite information in a timely manner or providing inaccurate or incomplete information.

15. No Warranty.

ENPHASE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROFESSIONAL SERVICES OR DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. ALL PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ANY USE OF OR RELIANCE ON ANY PROFESSIONAL SERVICES OR DELIVERABLES.

16. Limitation of Liability.

Notwithstanding any other provision of these Terms: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ENPHASE, ITS AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES OR CONTRACTORS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, REVENUE, PROFIT, BUSINESS OPPORTUNITY, OR GOODWILL, OR LOSS OF DATA OR DIMINUTION IN VALUE, ARISING FROM OR RELATING TO THESE TERMS OR THE PROFESSIONAL SERVICES OR DELIVERABLES, REGARDLESS OF WHETHER THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE CUMULATIVE LIABILITY OF ENPHASE, ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES AND CONTRACTORS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PROFESSIONAL SERVICES OR DELIVERABLES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY CUSTOMER PURSUANT TO THE APPLICABLE ORDER FOR THE PROFESSIONAL SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTHING IN THESE TERMS IS INTENDED TO LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S GROSS NEGLIGENCE, OR FOR GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR FRAUD. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

17. Indemnity.

a. ţţ�㷨. ţţ�㷨 will, at its cost and expense: (i) defend or settle any claim brought against Customer and/or its Affiliates (defined below), and their respective officers, directors, employees, agents, and contractors by an unaffiliated third party alleging that Customer’s use of the Deliverables in compliance with the license set forth in these Terms infringes such third party’s copyright, patent or trademark rights, and (ii) pay any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim. “Affiliate” means, with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where “control” means ownership of 50% or more of the outstanding voting securities (but only as long as such person or entity meets these requirements). ţţ�㷨 will have no liability for any claim based upon alteration or modification of any Deliverable other than by or on behalf of ţţ�㷨. If an injunction or order is obtained against your use of the Deliverables as set forth herein by reason of such allegations of infringement, ţţ�㷨 will, (or if in ţţ�㷨’s reasonable opinion the Deliverables are likely to become the subject of a claim of infringement, ţţ�㷨 may), at its expense and at its option: (A) procure the right to allow Customer to continue to use the applicable Deliverables; (B) replace the applicable Deliverables with non- infringing documentation at no cost to Customer, (C) modify the applicable Deliverables or take other action so that the applicable Deliverables become non-infringing; or (D) if none of the foregoing remedies are commercially practical, terminate these Terms, and refund the applicable fees for such Deliverables delivered by ţţ�㷨 subject to straight-line depreciation over a five (5) year period from purchase. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ENPHASE WITH RESPECT TO INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

b. Customer. Customer will, at its cost and expense: (i) defend or settle any claim brought against ţţ�㷨 and its Affiliates, and their respective officers, directors, employees, agents, and contractors by an unaffiliated third party arising out of (A) Customer’s provision of Required Information to ţţ�㷨, or ţţ�㷨’s use of Required Information in accordance with these Terms; (B) except as expressly set forth above, Customer’s use of the Professional Services or Deliverables; (C) any unauthorized representations, warranties, or guarantees made by Customer or Customer’s Representatives (defined below) relating to the Professional Services or Deliverables; or (D) any other acts or omissions of Customer or Customer’s Representatives, and ii) pay any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim. Customer will have no liability for any claim based upon ţţ�㷨’s gross negligence or intentional misconduct.

c. Each Party’s indemnification obligations are conditioned on the other Party notifying the indemnifying Party promptly in writing of the claim or threat thereof and giving the indemnifying Party sole control and authority over, and information for and assistance with, the defense and settlement thereof. The indemnified Party may participate in the defense or settlement of any claim at its cost. Neither Party will settle any such suit, claim or proceeding without the indemnifying Party’s written consent unless the claim is solely for monetary damages and the settlement includes a full and unconditional release of the indemnified Party.

18. Confidentiality.

a. "Confidential Information" means any proprietary or confidential information that disclosed by one Party or their Representatives (defined below, collectively the “Disclosing Party”) to the other Party or their Representatives (the “Receiving Party") and (i) is in writing and marked "Confidential" or with some other similar legend, (ii) is disclosed visually or orally by a Party hereunder to the other Party and identified as confidential or proprietary at the time of disclosure by the disclosing Party, or (iii) under the circumstances, would be understood by a person exercising reasonable business judgment to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information will not include information that the Receiving Party can demonstrate: (A) is or becomes generally known or available to the public, through no act or omission on the part of the Receiving Party; (B) was known by the Receiving Party prior to receiving such information from the Disclosing Party and without restriction as to use or disclosure; (C) is rightfully acquired by the Receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (D) is independently developed by the Receiving Party without use of or reliance on any Confidential Information of the Disclosing Party. During the Term of these Terms, each Party will use at least the same degree of care in safeguarding the other Party's Confidential Information as it uses to safeguard its own Confidential Information, but in no event less than reasonable care.

b. Each Party will use the Confidential Information of the other Party solely for the purposes set forth in these Terms and neither Party will disclose Confidential Information of the other Party to any third party without such other Party's prior written consent in each instance; provided, however, that a Party may disclose the Confidential Information of the other Party: (i) if required to do so by an order of a court of competent jurisdiction in which case such Party will, to the extent permitted, inform the other Party in advance of such disclosure of Confidential Information, so that such other Party may attempt to prevent such disclosure or seek a protective order; and (ii) to the extent required by any rule, law or regulation, including those governing publicly traded companies. Each Party may disclose the Confidential Information of the other Party to its directors, officers, employees, Affiliates, agents, consultants and advisors (including, without limitation, attorneys, accountants, bankers and financial advisors) ("Representatives") who have a bona fide need to know such Confidential Information; provided that each such Representative first executes a written agreement (or is otherwise already bound by a written agreement or professional duty or obligation) that contains use and nondisclosure restrictions at least as protective of the other Party's Confidential Information as those set forth in these Terms and each Party shall be responsible for the acts or omissions of its Representatives as if such actions were those of such Party hereunder. Notwithstanding the foregoing, ţţ�㷨 may share the Customer’s Confidential Information with third parties who may assist ţţ�㷨 in the provision of the Professional Services, who have a bona fide need to know such Confidential Information for the purpose of providing the Professional Services. Upon the Disclosing Party's written request, the Receiving Party will promptly return to the Disclosing Party, or destroy all tangible items and embodiments containing or consisting of, the Disclosing Party's Confidential Information, including all analysis and other documents prepared by the Receiving Party that contain or otherwise reflect any of the foregoing, and all copies thereof (including electronic copies); provided, however, (A) the Receiving Party may retain Confidential Information as may reasonably form a part of the governance record of the receiving Party, and as necessary to comply with legal requirements pertaining to the retention of documents, and (B) neither Party will be required to delete Confidential Information of the other Party that such Party holds electronically in archive or back-up systems provided that it uses reasonable measures to cause its employees not to access such Confidential Information so archived or backed-up, and such information will continue to be subject to these Terms.

19. Governing Law; Arbitration.

These Terms will be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflicts of laws principles. You and ţţ�㷨 consent to the exclusive jurisdiction of, and venue in, the state court of San Francisco, California, U.S.A., or the federal court of the Northern District of California, U.S.A., for all disputes arising out of or relating to the Professional Services, Deliverables, the SOW, Orders, or these Terms, except nothing will restrict ţţ�㷨 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 these Terms. Except for the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of these Terms will be settled by final, binding arbitration in San Francisco County, California, U.S.A., under the Rules of the American Arbitration Association by three arbitrators appointed in accordance with such rules. All other disputes (excluding the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm) will be resolved by a court specified in this Section. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing Party will be entitled to receive from the other Party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with these Terms.

20. Legal Compliance.

You are solely responsible for complying with all local, state, federal, and foreign laws applicable to your provision and use of all Required Information provided to ţţ�㷨 and use of any Professional Services, including any Deliverables.

21. Force Majeure.

Neither Party will be liable to the other, nor be in breach of these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for payment obligations), to the extent such failure or delay is due to acts or events beyond the affected Party’s reasonable control, including without limitation acts of God, natural disasters, epidemics, government actions, strikes, or supply chain disruptions, provided the affected Party uses commercially reasonable efforts to notify the other Party of such event and to resume performance of its obligations as soon as reasonably practicable.

22. General.

These Terms and the applicable SOW or Platform order form constitute the entire agreement between the Parties with respect to the subject matter hereof, superseding any prior or contemporaneous agreement or representations, written or verbal, with respect to such subject matter. The relationship between the Parties is that of an independent contractor and nothing will create any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between you and us, and neither you nor we will have authority to contract for or bind the other. You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise. ţţ�㷨 may assign these Terms to any affiliate or acquirer, whether by merger, sale of assets, or otherwise. Any assignment in violation of this paragraph will be null and void. These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature under or by reason of these Terms. For Customers with an active SOW, these Terms may not be modified except by written agreement signed by authorized representatives of each Party; provided, however, that ţţ�㷨 may modify these Terms by providing Customer at least 30 days prior notice and posting such terms online. In such case, the updated version of these Terms will govern with respect to Professional Services provided after the 30-day notice period. For Customers placing Orders through a Platform and (i) do not have an active SOW with ţţ�㷨 or (ii) order Professional Services that are not included within the scope of an active SOW, ţţ�㷨 may modify these Terms at any time and without prior notice. In such case, the version of these Terms posted online by ţţ�㷨 at the time the Order is placed will govern. No course of dealing or usage of trade may be invoked to modify these Terms. 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 these Terms. The term “including” means “including without limitation.” No failure or delay by either Party in exercising any right, power or privilege hereunder will constitute a waiver thereof. If any provision of these Terms is deemed unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. All notices under these Terms must be in writing and (i) personally served and such notice will be deemed to have been given when received, (ii) sent by an overnight delivery service or first-class mail, and such notice will be deemed to have been given when received or three (3) business days after being deposited in the mail, whichever occurs sooner, or (iii) sent via email to Legal at legal@enphaseenergy.com or to you at the email address on your ţţ�㷨 account or your account for the applicable Platform and such notice will be deemed to have been given when sent.