365 Pronto Customer Platform Services Agreement

THIS 365 PRONTO CUSTOMER PLATFORM SERVICES AGREEMENT (“Agreement”) is made between Enphase Energy, Inc., 365 Pronto division (“Pronto”) and the Registered Customer hereunder effective as of the date Customer electronically accepts the terms of this Agreement on Pronto’s web Platform (the “Effective Date”). Pronto and Customer are sometimes referred to herein collectively as the “Parties” and each as a “Party”. Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 12 (Definitions) of this Agreement.

WHEREAS, Pronto is the developer and owner of a proprietary online platform (accessible via web and mobile application), sometimes referred to as the Pronto Platform (hereinafter, the “Platform”), which administers the solicitation and distribution of Customer Work Orders for (a) licensed contractor services (Licensed Services) for the installation, repair, maintenance and troubleshooting for various Asset(s); and (b) Pronto Work Orders for services that do not require contractor licensing (“PAL Services”),

WHEREAS, Customer has (a) Registered with the Platform, (b) agrees to the 365 Pronto Platform Terms of Use, and (c) desires to electronically transact through the Platform for purposes of receiving Licensed Services or PAL Services, from time to time.

NOW THEREFORE, for good and valuable consideration the receipt of which are hereby acknowledged, the Parties hereby agree as follows:

  1. GRANT OF AUTHORIZATION. Subject to and conditioned upon Customer’s compliance with this Agreement and the Operative Agreements in effect from time to time, Pronto hereby authorizes Customer to access and use the Platform on a non-exclusive, non-transferable, non-assignable, revocable, royalty-free basis during the Term of this Agreement. All rights not expressly granted to Customer hereunder are reserved by Pronto.
  2. PURPOSE AND LIMITATIONS OF USE. The purpose Customer’s use of the Platform is to achieve improved communication and transactional capabilities through standardized methods of (i) preparing and submitting Work Orders for the performance of Services required by Customer as set forth on each Work Order, and offering such Work Orders to available and qualified Providers, (ii) creating and documenting Work Order requirements in a standardized manner, including with use of established Service Pricing (as further described below) for specified Services based on pricing variables determined from time to time by Pronto, (iii) facilitating the transacting of Services between Customer and Providers using Work Orders and standardized electronic service contracts for Licensed Services and/or for PAL Services (iv) having Work Orders processed and administered by Pronto, and (v) having Pronto process the collection of funds from Customer and payment to the applicable Provider of Service Pricing under Work Orders. Customer acknowledges that the authorization does not guarantee that Customer shall have access to a suitable Provider or PAL in the geographic region in which Customer requires Services. For the convenience of Customer, the Platform includes a copy of this agreement on the Customer’s profile.
  3. PLATFORM SERVICES. In addition to, and in conjunction with, the authorized use granted to Customer, Pronto shall provide the following support functions to facilitate Customer’s use of the Platform. Pronto is not acting as an agent of Customer or Provider in the performance of such services, but rather, only to facilitate the solicitation and distribution of Work Orders for Customers and Providers.
    1. Maintenance of Provider Information. Pronto shall maintain on the Platform, the background information supplied by Provider during Registration, including: (i) Provider’s qualifications and areas of specialization, if any, (ii) Provider’s insurance coverage, as evidenced by submission of certificates or other evidence of insurance, and (iii) Provider’s state or local licensing credentials, if any, as evidenced by submission of copies of licenses or other appropriate evidence. Notwithstanding the foregoing, inclusion of Provider information and maintenance by Pronto of such information on the Platform shall not mean Pronto endorses, approves or recommends Provider to Customers in any way. Providers are not authorized by Pronto in making any such equivalent representations. Provider is solely responsible for the accuracy and completeness of all information supplied to Pronto as part of Provider’s Registration. Provider shall promptly advise Pronto of any corrective changes to be made to Provider’s registration or account information on the Platform, including due to any renewals, updates, reissuances, cancellations or other actions regarding Provider’s insurance and licensing credentials.
    2. Facilitating Special Terms. From time to time, Customer may request that Customer’s account reflect special, customized information not otherwise standardized on the Platform. Pronto may, but shall have no obligation to, work with Customer to achieve this customization; provided, however, that such customization may be subject to additional Administrative Fees (defined below) payable by Customer to Pronto.
  4. PRICING AND FEES.
    1. Service Pricing. To facilitate the uniform and expeditious flow of both Customer and Pronto Work Orders through the Platform, Work Orders shall incorporate the Pronto standardized schedule of Service Pricing for such Services as quoted on the Platform for particular Licensed Services and PAL Services to be performed. Subject to applicable Provider and the Customer mutual agreement, Pronto shall manage variations in the standardized schedule of Service Pricing due to Work Order changes or cancellations, Work Orders requested or Services furnished outside of regular business hours (including emergency Services), any priority level Services, special services not contemplated by the Service Pricing on the Platform, or the introduction of special terms (including as contemplated by Section 3.b, above). All Service Pricing for Customer Work Orders shall be paid by Customers and administered by Pronto (including forwarding of applicable amounts to Provider) through the Platform. All Pronto Work Orders shall be paid and administered by Pronto through the Platform. Service Pricing is subject to change from time to time in Pronto’s sole discretion.
    2. Administrative Fees. Certain actions related to the establishment, maintenance, and special terms (as defined in Section 3.b) of Customer’s account may be subject to certain administrative fees and charges (“Administrative Fees”) and are subject to change from time to time in Pronto’s sole discretion.
    3. Platform Fees. In consideration of the authorization granted to Customer and Customer’s other benefits under this Agreement (including the authorization to transact for the receipt of Services through the Platform), Customer shall pay Pronto a Platform Fee for each Customer and/or Pronto Work Order completed by a Provider and for which Pronto receives payment through the Platform equal to fifteen percent (15%) of the aggregate Service Pricing charged under such Work Orders (“Platform Fee”). Platform Fees shall be paid by Customer concurrently with the corresponding Service Pricing amounts processed through the Platform prior to payment to Provider. Platform Fees are subject to change from time to time in Pronto’s sole discretion.
    4. Work Order Fees. In consideration of the authorization granted to Customer and Customer’s other benefits under this Agreement (including the ability to transact for the receipt of Services through the Platform), Customer agrees to pay Pronto a Work Order Fee (“Work Order Fee”) in respect of each Work Order submitted by Customer equal to twenty-five dollars ($25.00). Work Order Fees shall be paid by Customer concurrently with the corresponding Service Pricing. In the event a Work Order is cancelled by the Customer, the Work Order Fee remains due to Pronto and will be invoiced separately.
    5. Payment Terms. Customer shall remit payment to Pronto pursuant to the Payment Terms (defined in Section 12 below).
  5. TERMS OF SERVICE.
    1. Business Hours. The Platform will electronically accept Work Orders on a twenty-four (24) hour basis and will disseminate completed Work Orders to eligible Providers based upon Provider qualifications, geographic location, and availability. During regular business hours from Monday to Friday between 9:00 A.M. to 4:00 P.M. (Arizona time), excluding statutory holidays, Customers, can also submit Work Orders electronically via email or telephonically to Pronto representatives who will place the Work Orders on the Platform on Customer’s behalf. Work orders submitted in this manner, outside of the Platform or outside of ordinary business hours are not guaranteed to be processed by Pronto and may be subject to additional fees and charges.
    2. Suspension of Platform Use Authorization and Platform Services. Pronto reserves the right to deny, suspend access to, and/or terminate any user’s authorization and ability to use the Platform without cause in its sole discretion. Additionally, if Customer fails to comply with any of its agreements or obligations under this Agreement, the 365 Pronto Platform Terms of Use, any Work Order, or any of the Operative Agreements, Pronto may suspend Customer authorization and access to the Platform until such failure has been cured to the reasonable satisfaction of Pronto, without such action being deemed a waiver of any other rights of Pronto under this Agreement, at law or in equity.
    3. Authorization for Dissemination of Information. Customer authorizes Pronto to disseminate to Pronto, its Affiliates, and Providers through the Platform, the Customer’s name, the Host’s name if applicable, Office(s) Location, contact information, DNA Requirements and other pertinent information regarding the applicable Asset(s) and related requirements for Service(s) and only to the extent reasonably necessary to facilitate effective use of the Platform and performance of the Service(s). Customer represents and warrants that it has the right and consent to provide Pronto the information referenced in this section and that Pronto and Providers are authorized to contact Customer and Hosts via email or other means regarding the Services. Customer shall notify Pronto in writing immediately if any Host withdraws such consent.
    4. Reviews, Ratings and Comments. To the extent Customer provides any review, rating or comment regarding any Provider, Customer, or Pronto through the Platform, Customer hereby grants to Pronto for the term of this Agreement and following its termination, (i) a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, assignable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, and incorporate such content into other works. Further, (i) Customer is solely responsible for such review, rating or comment, (ii) any such review, rating or comment shall be accurate, honest, truthful, and complete, (iii) Pronto may, in its sole discretion, choose to remove or not to remove such review, rating or comment from the Platform, (iv) Customer shall not submit any such review, rating or comment that may be considered by Pronto to be harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise in violation of any applicable law.
    5. Pronto’s Obligations Limited. As the operator of the Platform, Pronto’s sole purpose is to provide and administer a virtual marketplace to connect Customers seeking Licensed Services, Non-Licensed Services, and suitably qualified Providers willing to perform them. If a Work Order is assigned through the Platform, then Provider and Customer, or Customer and Pronto (in the case of a Pronto Work Order), are entering into a contract directly with each other. In no event will Pronto be or become a party to any Work Order for Licensed Services, and Pronto will not otherwise be bound by any contractual relationship between Provider and any Customer, nor will Pronto be liable for any agreement, covenant, obligation, liability, act or omission of Provider or any Customer (including negligence or willful misconduct) in connection with such contractual relationship. Pronto’s operation of the Platform does not constitute it acting as an agent of Provider, any Customer, or any other person or entity, other than with respect to processing of payments of Service Pricing or other amounts through the Platform. Pronto has no control over and does not guarantee or warrant (i) the accuracy or completeness of any Customer Work Order, including as to the condition or location of any Asset(s) or the description of the Licensed Services sought, (ii) the quality, safety, suitability, or legality of the performance of any Licensed Services by Provider, or (iii) the performance of Provider or any Customer under any Work Order. It is Provider’s sole responsibility to ensure that any reference to Provider being “qualified,” “licensed,” “insured,” “certified,” “bonded”, or "verified” (or similar language) is subject to the truth and accuracy of information provided by Provider to Pronto in connection with Provider’s registration on the Platform. Except as expressly provided herein, Pronto is not responsible for verifying Customer or Provider information presented on the Platform. EXCEPT AS EXPRESSLY SET FORTH IN ANY PRONTO PAL SERVICES AGREEMENT BETWEEN PRONTO AND PROVIDER, (A) PRONTO’S ONLY RESPONSIBILITIES WITH RESPECT TO THE USE AND OPERATION OF THE PLATFORM ARE SET FORTH IN THIS AGREEMENT AND PRONTO MAKES NO OTHER COMMITMENTS AND UNDERTAKES NO OTHER OBLIGATIONS, AND (B) PRONTO MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM AND ANY SERVICES PERFORMED BY PROVIDER UNDER ANY WORK ORDER, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. The above does not apply to Pronto Work Orders issued by Pronto under a Pronto PAL Services Agreements; the Pronto PAL Services Agreement sets forth the obligations of Provider and Pronto in such arrangements.
    6. No Legal Advice, PRONTO MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SUITABILITY OF ANY AGREEMENT AVAILABLE ON THE PLATFORM. PROVIDER’S AND CUSTOMER’S USE OF ANY OPERATIVE AGREEMENTS ON THE PLATFORM IS NOT INTENDED TO CREATE AND DOES NOT CONSITUTE AN ATTORNEY-CLIENT RELATIONSHIP WITH PRONTO, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES AND AGENTS. PRONTO RECOMMENDS THAT PROVIDERS AND CUSTOMERS FIRST OBTAIN ADVICE FROM ITS OWN LEGAL COUNSEL BEFORE UTILIZING ANY OPERATIVE AGREEMENTS, DOCUMENTS OR FORMS. PRONTO DOES NOT GIVE, AND HEREBY DISCLAIMS, ANY LEGAL ADVICE TO CUSTOMERS AND PROVIDERS WITH RESPECT TO SUCH OPERATIVE AGREEMENTS, DOCUMENTS AND FORMS AVAILABLE ON THE PLATFORM.
    7. Ownership. As between Pronto and Customer, the Platform (including all underlying software, programming, and applications) and any form agreements available on the Platform, including all intellectual property rights in the foregoing, are and shall remain the exclusive property of Pronto, its Affiliates or their respective licensors (as applicable). Neither this Agreement nor the use of the Platform or the Services conveys or grants to Customer any rights in or to the Platform, except for the limited authorization expressly granted herein.
    8. Compliance with Laws; Compliance with Terms and Conditions. Customer is solely responsible for ensuring its compliance, and agrees at all times to comply, with all laws and regulations applicable to its use of the Platform, including its receipt of any Services (including all laws regarding the collection and payment of taxes for which Customer is responsible). Customer shall at all times comply with the 365 Pronto Platform Terms of Use, which every Platform user accepts during Registration. Customer is solely responsible for reviewing these Terms and Conditions from time to time to ensure compliance therewith.
  6. CUSTOMER RESTRICTIONS. Customer shall not, nor shall it cause or assist any other person or entity to, nor shall it permit any of its Affiliates, contractors, or employees to, directly or indirectly, (i) subcontract, license, sublicense, sell, resell, transfer, assign, distribute, or otherwise provide or make available to any other person or entity, Customer’s access to and authorization of use of the Platform, (ii) use the Platform for any purpose other than as described in Sections 1 and 2 hereof, including creating Internet “links” to any part of the Platform or supportive technologies and applications for, “framing” or “mirroring” any part of the Platform or any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Platform data base or any Provider data file, (iii) reverse engineer, decompile, modify, or disassemble the Platform, or any part thereof, (iv) access or use the Platform to design or develop a competitive or substantially similar product or service, (v) copy or extract any features, functionality, or content of the Platform, or (vi) launch or cause to be launched on or in connection with the Platform an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Platform.
  7. NON-CIRCUMVENTION. PRONTO HAS EXPENDED SUBSTANTIAL FINANCIAL AND BUSINESS RESOURCES TO DEVELOP, ESTABLISH AND OPERATE THE PLATFORM AND TO IDENTIFY, SCREEN, AND CONTRACT WITH OTHER USERS FOR THE PURPOSE OF PROVIDING CUSTOMERS AND PROVIDERS BENEFITS OFFERED BY THE PLATFORM. PRONTO WOULD BE SUBSTANTIALLY DAMAGED BY CONDUCT BY OR THROUGH USERS THAT SEEKS TO OBTAIN THE BENEFITS OF THE PLATFORM WITHOUT PROVIDING PRONTO WITH THE CORRESPONDING CONSIDERATION FOR PROVIDING THE PLATFORM BENEFITS. IN REGARD TO THE FOREGOING, DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF ONE (1) YEAR AFTER THE TERMINATION DATE OF THIS AGREEMENT, CUSTOMER SHALL NOT, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE SCOPE AND FUNCTIONALITY OF THE PLATFORM, SOLICIT OR CONTRACT WITH ANY PROVIDER (OR ANY AFFILIATE OR PRINCIPAL THEREOF) THAT IS FIRST IDENTIFIED OR INTRODUCED TO CUSTOMER THROUGH THE PLATFORM FOR PURPOSES OF CUSTOMER RECEIVING ANY SERVICES OF A NATURE THAT WOULD FALL WITHIN THE SERVICES PROVIDED THROUGH THE PLATFORM. SUCH PROHIBITION INCLUDES ANY NEW OR EXPANDED SCOPE OF WORK SOUGHT BY A CUSTOMER THAT ARISES OUT OF ANY WORK ORDER PREVIOUSLY SUBMITTED BY SUCH CUSTOMER (WHETHER OR NOT SUCH PRIOR WORK ORDER WAS ACCEPTED BY PROVIDER). DURING THE TERM OF THIS AGREEMENT, AND FOR A PERIOD OF ONE (1) YEAR AFTER THE TERMINATION DATE OF THIS AGREEMENT, PRONTO CONSIDERS THE NAMES AND INFORMATION REGARDING ITS REGISTERED PROVIDERS AND CUSTOMERS AS A TRADE SECRET. ANY VIOLATION OF THIS SECTION 7 BY CUSTOMER SHALL BE GROUNDS FOR IMMEDIATE TERMINATION AND REVOCATION OF THE AUTHORIZATION GRANTED HEREUNDER, INCLUDING TERMINATION OF CUSTOMER’S ACCESS TO THE PLATFORM, AND GIVE RISE TO PRONTO’S RIGHT TO SEEK DAMAGES AND ALL OTHER REMEDIES AVAILABLE AT LAW AND IN EQUITY.
  8. TERM OF AGREEMENT; TERMINATION. This Agreement shall come into effect as of the Effective Date and shall remain in effect until terminated by either Party (the “Term”). Either Party may terminate this Agreement at any time and for any reason, with termination being affected through cancellation or inactivation of Customer’s account on the Platform. Termination of this Agreement will automatically terminate Customer’s authorization and all permissions to use the Platform. Notwithstanding the foregoing, termination of this Agreement shall not affect (i) Customer’s benefits and obligations under any Work Order where Services to be performed thereunder are in process but not complete as of the time of termination, (ii) any payment obligation of Customer hereunder for any completed Work Order that has not been fully satisfied as of the time of termination, (iii) Customer’s liability for any breach of this Agreement, any Work Order or any Provider & Customer Service Agreement, or Pronto PAL Services Agreement (iv) all defined terms, and the provisions of Sections 4, 5(c), 5(d), 5(e), 5(f), 5(g), 5(h), and 6 through 12 hereof, all of which shall survive the termination of this Agreement.
  9. LIMITATION OF LIABILITY AND DAMAGES: EXCEPT AS EXPRESSLY SET FORTH HEREIN OR THE PRONTO PAL SERVICES AGREEMENT, PRONTO SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR OR WITH RESPECT TO ANY SERVICES (WHETHER OR NOT PERFORMED) TRANSACTED THROUGH THE PLATFORM, OR ANY OTHER ACTS, OMISSIONS, OCCURRENCES, OR EVENTS ARISING IN CONNECTION THEREWITH. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PRONTO DOES NOT REPRESENT OR WARRANT THE ACCURACY OF ANY INFORMATION OR DATA SUPPLIED TO PRONTO BY ANY PROVIDER, CUSTOMER OR OTHER THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR DAMAGES ARISING IN CONNECTION WITH CUSTOMER’S BREACH OF SECTION 6 (CUSTOMER RESTRICTIONS) OR 7 (NON-CIRCUMVENTION), A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR WITH CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE ENTITLED TO RECOVERY, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OF CONSEQUENTIAL, INCIDENTAL, OR EXPECTATION DAMAGES OF ANY KIND, DAMAGES CONSISTING OF BUSINESS INTERRUPTION OR LOST PROFITS (REGARDLESS OF THE CHARACTERIZATION THEREOF), OR INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED IN ADVANCE OF THE OTHER PARTY’S INTENT TO SEEK ANY SUCH DAMAGES. PRONTO’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED TOTAL AMOUNTS PAYABLE BY PRONTO TO PROVIDER FOR PROPERLY COMPLETED SERVICES ORDERS.
  10. RESOLUTION OF DISPUTES. The Parties acknowledge that disputes, claims or controversy arising out of or relating to this Agreement are best resolved at the working level by the Parties’ authorized representatives. The Parties shall use good faith, reasonable efforts to resolve any dispute through such individuals, including (if necessary), referring any unresolved dispute to higher authority within each Party's organization for resolution. If any dispute, claim or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this agreement to arbitrate is not resolved in accordance with the preceding sentence, then the matter shall be finally determined by arbitration in the JAMS Resolution Center located in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
  11. MISCELLANEOUS PROVISIONS.
    1. Privacy. The Parties shall each comply with applicable privacy obligations, including the California Consumer Privacy Act of 2018 and California Privacy Rights Act of 2020 (“CPRA”). This Agreement does not constitute the sale or sharing of personal information. In order to carry out the purpose of this Agreement, it may be necessary for the Parties to share personal information of another individual. If either Party shares personal information of another individual then Customer and Pronto are each independent Businesses, as defined in the CPRA. If Customer shares its own personal information, then Customer acknowledges that it has read Enphase’s privacy policy available at: https://enphase.com/legal/privacy-policy, and agrees that Pronto may share that personal information in order to carry out the purposes of this Agreement, or consistent with its privacy policy.
    2. Indemnification. To the fullest extent permitted by applicable law, Customer shall indemnify, defend (at Pronto’s option), and hold harmless Pronto and its Affiliates and their respective owners, officers, directors, employees, managers, and agents, and all successors and assigns of the foregoing, from and against any and all claims, demands, actions, lawsuits, damages, fines, penalties, amounts paid in settlement of claims, expenses (including legal fees and expenses), taxes, and other liabilities arising out of or related to (i) Customer’s use of the Platform, including any business transacted through the Platform with any Provider, (ii) Customer’s failure to comply with any provision of this Agreement or any other agreement between Customer and any Provider (including any Work Order or any Provider & Customer Service Agreement), and/or (iii) Customer’s negligence, willful misconduct, or violation of any law, rule, or regulation applicable to the Services.
    3. Independent Contractors. The relationship between the Parties established by this Agreement shall be solely that of independent contractors. Except as otherwise provided herein, neither Party shall have any right, power, or authority in any way to bind the other Party to the fulfillment of any promise or condition or to any contract or obligation, express or implied.
    4. Assignment; Successors and Assigns; Third Party Beneficiaries. Pronto may freely assign its obligations under this Agreement to an affiliate or subsidiary of Enphase Energy, Inc. Customer may not assign any of its rights or delegate or cause to be assumed any of its obligations under this Agreement without the prior written consent of Pronto, which shall not be unreasonably withheld. Any such assignment, delegation or assumption by Customer without the consent of Pronto shall be void. Subject to the preceding sentences, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement shall be construed to give any person or entity other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement, except such rights as shall inure to a successor or permitted assign of a Party.
    5. Notices. All notices, requests, demands, claims, and other communications permitted or required to be given hereunder must be in writing and shall be deemed duly given and received (i) if personally delivered, when so delivered, (ii) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, (iii) if sent by email, once transmitted to the Party’s applicable email address and once the transmitting Party has received confirmation of “sent” transmission, (iv) if transmitted via confidential chat or other messaging medium provided through the Platform, on the date of transmission, or (v) if sent through an overnight or same-day commercial delivery service in circumstances to which such service guarantees next day delivery, the first business day following being so sent. Notices to Pronto shall be delivered to 47281 Bayside Pkwy, Fremont, CA 94538; with a copy to email: legal@enphaseenergy.com (or any updated physical mailing address or email address as Pronto may advise Customer from time to time). Notices to Customer shall be delivered to Customer at the physical mailing address or email address specified by Customer in its Platform account or through any confidential chat or other messaging medium provided through the Platform.
    6. Severability. If any provision of this Agreement is held or deemed to be invalid, inoperative, or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision or provisions of any constitution, statute, rule, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative, or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative, or unenforceable to any extent whatever. In the event of any such invalidity, inoperativeness, or unenforceability the Parties shall cooperate and take all such action as may be necessary or appropriate to assure that any partial invalidity, inoperativeness, or unenforceability shall be construed and limited as narrowly as practicable, so as to assure that the economic benefits of this Agreement are received by the respective Parties as contemplated hereby as though such event had not occurred.
    7. Entire Agreement; Amendment. Except for the Terms and Conditions, this Agreement constitutes the entire and integrated agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, representations, and agreements, written or oral, with respect to the subject matter hereof. This Agreement and the Operative Agreements are subject to amendment at any time by Pronto (without Customer’s further consent or agreement); provided that Customer shall be notified of any such amendment, and any such amendment shall only be effective as of the date of delivery of such notice or any later date as may be specified in such notice. Any amendment to this Agreement will only apply to Work Orders initiated after the effective date of such amendment and not be retroactive on any Work Orders present in the Platform prior to the effective date of such amendment. Customer may not amend any provision of this Agreement without Pronto’s written consent.
    8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without application of conflicts of laws principles and without regard to the actual place or places of business of the Parties or the actual place or places of negotiation, execution, delivery or performance of this Agreement.
    9. Remedies Cumulative; Waiver. All rights and remedies of the Parties under this Agreement are cumulative and in addition to any rights and remedies available to them at law or in equity. No waiver by either Party of any provision of this Agreement or any breach hereof by the other Party shall be effective unless, and then only to the extent, explicitly set forth in writing and signed by the waiving Party. No failure by either Party to exercise, and no delay by a Party in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate, or be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege hereunder or arising in connection herewith.
    10. Construction Interpretation. The Section headings contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend, or describe the scope or intent of any provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. As used in this Agreement, unless otherwise provided to the contrary, (i) all references to days, months or years shall be deemed references to calendar days, months or years and (ii) any reference to a “Section” shall be deemed to refer to a section of this Agreement. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specifically provided herein, the term “or” shall not be deemed to be exclusive, and the term “including” (and related term, “include”) shall not be deemed to limit the language preceding such term, but rather shall be deemed to be followed by the words, “without limitation”. This Agreement shall be considered for all purposes as having been prepared through the joint efforts of the Parties. No presumption shall apply in favor of either Party in the interpretation of this Agreement or in the resolution of any ambiguity of any provision hereof based on the preparation, substitution, submission or other event of negotiation, drafting, or execution hereof.
    11. Force Majeure. Notwithstanding any provision of this Agreement to the contrary, neither Party shall be liable to the other for any delay or failure in performing its obligations, other than payment obligations, under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of such Party, without such Party’s fault or negligence, and which by its nature could not have been reasonably foreseen by such Party or, if it could have been foreseen, was unavoidable (a “Force Majeure Event”). Force Majeure Events include acts of God or the public enemy, government restrictions, inclement weather, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes, industrial disturbances, delays caused by a Customer’s design professionals, contractors, agents or other service providers, vandalism, and Platform or internet service interruptions or downtime. The Party claiming the benefit of this Section 11.k shall use all diligent and commercially reasonable efforts to end any failure or delay of its performance resulting from a Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized, and use commercially reasonable efforts to resume performance hereunder as soon as practicable.
    12. Electronic Signature. The Parties are executing this Agreement electronically. Each Party agrees that its electronic signature shall have the same effect as if such Party physically signed this Agreement. Further, to the extent Customer provides any further electronic or telephonic (including verbal) signature, authorization, acceptance, or agreement through the Platform or any telephonic system operated by Pronto in connection with the Platform (including in respect of any Work Order or Provider & Customer Service Agreement), such electronic or telephonic (including verbal) signature, authorization, acceptance, or agreement shall have the same effect as if given under a written instrument that is physically signed by Customer.
  12. Definitions. All capitalized terms in the Agreement and EXHIBIT A shall have the following meaning:
    1. Affiliate” means any person or entity that controls, is controlled by, or is under common control with a 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)
    2. Asset(s)” means, to the extent set forth in a Work Order, any of the following electrical devices: (i) solar; (ii) electrical vehicle charging station; (iii) battery and power storage; (iv) temporary power generation; (v) metering; (vi) installed smart devices; or (vii) such other devices that Pronto may add to the Platform from time to time.
    3. Asset(s) Parts” means the part(s) required to affect the installation, replacement, repair, maintenance, or service of an Asset(s) in connection with Services performed by Provider under a Work Order.
    4. Asset(s) Site” means the location of an Asset(s) on which Services are to be performed under a Work Order.
    5. Authorized” means, with respect to any Provider or Provider Personnel, that such person is the subject of a completed and current Registration and, based on Pronto’s determination in its sole discretion, is accepted by Pronto to perform Services under Work Orders.
    6. Completed Service Report” means an online report submitted by Provider to Pronto through the Platform showing all required data and documentation according to published Platform standards evidencing completion by the Provider of the Services under the applicable Work Order.
    7. Customer” means the party who (i) owns the Asset(s) or is responsible by contract or other legally binding arrangement for the repair and maintenance of the Asset(s), (ii) issues a Work Order in respect thereof, and (iii) is a registered user of the Platform, or any duly authorized agent(s) thereof.
    8. Customer Work Order” means a request for Licensed Services created and offered on the Platform to qualified Providers.
    9. Host” means, if any, the Person other than Customer utilizing and/or hosting an Asset(s) at the applicable Asset(s) Site.
    10. Licensed Services” means Services requested by Customer which require specialty or contractor licenses under state or local statutes. Licensed Services are arranged for by Pronto, between Customer and Provider, utilizing a Provider & Customer Service Agreement and are performed under a Customer Work Order.
    11. Non-Licensed Services or “PAL Services” or "Non-Licensed PAL Services” means services requested by Pronto from Provider under a Work Order which services are low-level services that do not require specialty or contractor licenses under applicable state or local statutes. Non-Licensed Services are arranged for between Provider and Pronto utilizing a Pronto PAL Services Agreement and are performed under a Pronto Work Order.
    12. Operative Agreements” means (i) the 365 Pronto Platform Terms of Use, (ii) Provider & Customer Service Agreement, (iii) the Pronto PAL Services Agreement, and (iv) any other agreements which may appear on the Platform.
    13. OSHA” means the Occupational Safety and Health Administration.
    14. PAL” means any Provider Personnel who performs Non-Licensed Services on Pronto Work Orders that do not require specialty or contractor licenses under applicable state or local statutes, and who are contracted under a separate Pronto PAL Services Agreement with Pronto.
    15. Payment Terms” means, unless otherwise agreed by Pronto and Customer in any separate written agreement, payment for Services under this Agreement shall be due upon the Completion and Verification of any Work Order on the Platform and payment shall be rendered by Customer to Pronto within five (5) business days. Payments may be made to Pronto via any bank account which may be provided by Pronto from time to time, or through an intermediary such as Stripe or PayPal, at Pronto’s discretion.
    16. Platform” means Pronto’s proprietary online platform (including underlying software and related programming and applications) and any agreements available on the Platform, through which (i) Providers are Registered, (ii) Customers and/or Pronto generate Work Orders for Services, (iii) Providers receive and, at their election, accepts Work Orders, (iv) Work Orders (including payments due thereunder) are processed and administered by Pronto, and (v) Completion Reports are submitted by Provider.
    17. Platform Bank” any of a) Wells Fargo Bank, b) Chase Bank, c) Bank of America, d) Arizona Bank & Trust, or e) such other financial institution as may be engaged by Pronto to process payments directly via the Platform or through an intermediary such as Stripe or PayPal.
    18. "Primary Contact” means the representative indicated by Customer or Host, respectively, to be contacted in the first instance by Pronto for Customer or Host communications and decision making.
    19. Pronto” means Enphase Energy, Inc., a Delaware corporation, and the owner and operator of the Platform through its 365 Pronto division.
    20. Pronto PAL Services Agreement” (see Non-Licensed Services) attached as EXHIBIT C.
    21. Pronto Work Order” means a request for Non-Licensed Services created on the Platform by Pronto and offered to qualified Providers.
    22. Provider” means the party to the Provider & Customer Service Agreement that has accepted the Work Order and agreed to perform the Services thereunder, either directly or through its designated Provider Personnel.
    23. Provider & Customer Service Agreement” means a Provider & Customer Service Agreement, in the sample form supplied by Pronto attached as EXHIBIT A, entered into between Provider and a Customer applicable to, and as part of, a Work Order for Licensed Services. The Provider & Customer Service Agreement can be replaced with the affirmative action of the Customer uploading a replacement Provider & Customer Service Agreement to the Pronto Platform. If the replacement Provider & Customer Service Agreement is accepted on the Platform by a Provider, this replacement Provider & Customer Service Agreement becomes the governing document for Licensed Services on Work Orders between that Customer and Provider.
    24. Provider Personnel” means all owner operators, W2 employees, and/or 1099 Employees of Provider who are selected and directed by Provider to perform Services under the Work Order. If authorized in this Agreement and Provider utilizes a Subcontractor to complete a Work Order, the Subcontractor will also be considered Provider Personnel for the duration of that Work Order.
    25. Registered” means, with respect to any Customer or Customer personnel, that such person is the subject of a completed and current Registration.
    26. Registration” means, with respect to any Customer or Customer personnel, the formal process under which such Person enters and currently maintains its or any Customer personnel’s required information on the Platform in accordance with the requirements of Pronto.
    27. Secondary Contact” means the second authorized representative of Customer or Host who Pronto should contact for Customer or Host communications and decision making if the Primary Contact is not available.
    28. Services” or “Service” may refer to Licensed Services or PAL Services, as the context requires, and means any of the following services performed, or to be performed by Provider (including any Provider Personnel) on an Asset(s) pursuant to a Work Order, including but not limited to: installation, certification, observation, trouble-shooting, inspecting, testing, overseeing, repairing and replacement of Asset(s) Parts, cleaning of Asset(s) and periodic maintenance.
    29. Service Pricing” means the pricing established and published by Pronto or Customer from time to time, as specified on the Platform, for the Services included in the Work Order.
    30. Subcontractor” means any Person, other than owner operators, W2 employees, and/or 1099 Employees of Provider, retained by Provider to complete a Work Order.
    31. Terms and Conditions” means terms and conditions displayed on the Platform and/or available here: https://www.365pronto.com/termsandconditions.
    32. Work Order” collectively means either a Customer Work Order or a Pronto Work Order.
    33. Verification” or “Verified” or “Verify” means that a Work Order has been moved to the Verified Stage on the platform by Pronto, in the sole discretion of Pronto, The requirements for such is the acceptable completion of Service Types and Scopes of Work, by the Provider, as described in the Work Order.

Electronic Signature. When logged in as a Customer Admin on the Platform, you acknowledge and agree that by opening the 365 Pronto Customer Platform Services Agreement and clicking on the corresponding checkbox, you are executing this 365 Pronto Customer Platform Services Agreement electronically and are accepting all of the terms and conditions set forth herein. Customer’s electronic signature will have the same force and affect had Customer physical signed this Agreement. Electronic signatures are governed under the Federal Electronic Signatures in Global and National Commerce Act, any Electronic Signatures and Records Act of a state jurisdiction, or any similar state law based on the Uniform Electronic Transactions Act, and the Parties hereby waive any objection to the contrary.

EXHIBIT A

PROVIDER & CUSTOMER SERVICE AGREEMENT

THIS PROVIDER & CUSTOMER SERVICE AGREEMENT (this “Agreement”) is made on the Effective Date entered on the Work Order and is entered into by (1) Customer, who has initiated the Work Order, and (2) Provider, who has electronically accepted such Work Order, both as evidenced on the Platform. This Agreement is incorporated by reference into and forms a part of the Work Order. Provider and Customer are sometimes referred to herein, each, as a “Party” or collectively as the “Parties.”

WHEREAS, Customer desires to engage Provider to perform the Services on the Asset(s) designated in the Work Order; and

WHEREAS, Provider, by accepting the Work Order, warrants and represents that Provider (i) is fully capable of performing all of the Services specified under the Work Order (including any Addenda thereto) within the time period (if any) set forth in the Work Order, subject to Customer’s compliance with its obligations under the Work Order and this Agreement, and (ii) meets all required qualifications (if any) to perform the Services including, but not limited to, licensing and insurance requirements under the Work Order; and

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the Parties hereby covenant and agree as follows:

ARTICLE I: DEFINITIONS

Capitalized terms used herein but not otherwise defined herein shall have the following meanings set forth in Section 34 (Definitions) of this Agreement.

ARTICLE 2: TERMS OF SERVICE

  1. Provider Performance: Provider agrees to perform the Services, and Customer agrees to accept such performance, in accordance with the provisions of the Work Order and this Agreement. Provider shall perform the Services specified in the Work Order, subject to the exclusions and limitations set forth in this Agreement. All work shall be performed on weekdays (excluding statutory holidays) between 7:00 AM and 6:00 PM (local time at the Asset(s) Site) and any Services furnished outside of this range (including emergency Services) or any priority level Services, may be subject to additional Service Pricing, as described on the Platform.
  2. Service Pricing: Customer agrees to pay Pronto the Service Pricing, as defined herein, specified in the Work Order, on Provider’s behalf, in accordance with the 365 PRONTO CUSTOMER PLATFORM SERVICES AGREEMENT.
  3. Description of Requested Services: Customer acknowledges that the nature and timing of Services to be performed by Provider under the Work Order, and associated Service Pricing, are dependent on the accuracy and completeness of information provided by Customer to Pronto to generate the Work Order, including the following information: (i) Asset(s) type, make and model, (ii) the indicative problem, if known, (iii) Asset(s) Parts that may be required, (iv) location for delivery and delivery time for Asset(s) Parts, if ordered by Customer, (v) Asset(s) Site location, (v) Host information, (vi) Roof Top Work requirements or other Safety Hazards, if any, and (vii) scheduling considerations, including whether Services are requested on a standard, priority, customized or emergency basis. Following acceptance by Provider, the Work Order is subject to change or cancellation by Provider or Pronto if information provided by Customer to Pronto to generate the Work Order is determined to be materially inaccurate or incomplete.
  4. Changes to Services: Customer acknowledges that that once Provider’s performance of Services under the Work Order has commenced, and first-hand observation, diagnostics and/or testing of the Asset(s) has been performed by Provider, Provider may determine that actual Asset(s) conditions or issues (whether or not identified in the Work Order) require altered or additional Services and/or additional Asset(s) Parts not contemplated by the Work Order, which may increase the nature and amount of the Service Pricing under the Work Order, over and above the original Service Fee quoted for such Work Order. In such event, if Customer desires altered or additional Services to be performed by Provider, Customer shall contact Pronto to: (i) close or cancel original Work Order, and (ii) reissue a new Work Order. If no new Work Order is issued by Customer and accepted by Provider, Customer shall remain responsible for the payment obligations specified in original Work Order.
  5. Access to Asset(s) and Asset(s) Site: Customer herby grants Provider (including all applicable Provider Personnel) with full and unrestricted access to the Asset(s) and Asset(s) Site for Provider’s performance of the Services. Provider shall be responsible for scheduling Services at the Asset(s) Site with the Host. Customer shall provide Provider with all available Host contact information for Provider to schedule the Services. If, for any reason, Provider is at the Asset(s) Site specified in the Work Order at or within the time scheduled in the Work Order, but access to the Asset(s) Site is denied or otherwise restricted and such denial or restriction is not remedied within thirty (30) minutes after Provider’s arrival at the Asset(s) Site, Provider may reasonably request Pronto to cancel the Work Order, in which event Customer shall be responsible for the payment for the lesser of the (i) Service Pricing or (ii) minimum charge stated on Work Order (if any) without Provider being required to complete the Work Order. Following such cancellation, if Customer still wishes to have the Services performed, Customer shall be required to submit a new request for such Services through the Platform to generate a new Work Order, which shall be subject to applicable Service Pricing and fees.
  6. Asset(s) Parts: To the extent the Services include the installation or replacement of any Asset(s) Parts, and;
    1. the Services include the Provider’s procurement of the Asset(s) Parts; Provider agrees to procure such Asset(s) Parts identified in the Work Order prior to performing the Services; or
    2. the Services include Customer providing the Asset(s) Parts; Customer shall:
      1. provide the Asset(s) Parts to the Asset(s) Site under arrangements made by Customer pending installation or other use by Provider and communicate with Provider as to the timing of ordering and delivery of Asset(s) Parts to the Asset(s) Site, including advising Provider of any delay in scheduled delivery of which Customer becomes aware, so that the Services are scheduled to be performed as soon as practicable after delivery of the Asset(s) Parts to the Asset(s) Site, or
      2. ship the Asset(s) Parts directly to Provider and communicate with Provider as to the timing of ordering and delivery of Asset(s) Parts to the Provider, including advising Provider of any delay in scheduled delivery of which Customer becomes aware, so that the Services are scheduled to be performed as soon as practicable after delivery of the Asset(s) Parts to the Asset(s) Site.
    3. the Services do not include the Provider’s procurement of the Asset(s) Parts but include a Scope of Work requiring the Provider to (a) identify the Asset(s) Parts necessary to repair the Asset(s) and (b) estimate the repair, Provider shall attach to the Work Order an estimate, including the costs for procurement thereof, including delivery, taxes and reasonable mark-up of Asset(s) Parts. Upon the completion and verification of the Work Order, Customer, in its sole discretion, may choose to contact Pronto to initiate a new Work Order pursuant to the Providers estimate.
  7. Availability of AC Power: If the availability of electrical power is necessary to perform the Services, Customer shall indicate on the Work Order whether such required electrical power is available. If electrical power is required but not available when the Services are to be performed, Provider may delay performance of the Services until electrical power has been installed or restored. If some or all of the Services are required to be performed prior to electrical power being installed or restored, Customer’s request for such Services may be subject to a second Work Order (which shall be subject to separate Service Pricing) so that Provider can subsequently return to the Asset(s) Site once electrical power has been installed or restored to verify Provider’s workmanship and Asset(s) functionality under an electrical load.
  8. Safety Hazards (OSHA): Work Order requirements and Asset(s) Sites shall conform to all applicable OSHA requirements, which Customer is solely responsible for determining. Customer represents that the Work Order contains an accurate description of any and all Safety Hazards at or near the Asset(s) Site known to Customer that could impact the safety of Provider Personnel at the Asset(s) Site or otherwise affect Provider’s performance of the Services. If, in Provider’s reasonable discretion, any Safety Hazard at or near the Asset(s) Site (whether or not disclosed in the Work Order) presents an unreasonable risk to Provider Personnel, Provider may suspend or decline performance of all or any part of the Services under the Work Order until such Safety Hazard is removed or otherwise appropriately guarded against to Provider’s reasonable satisfaction. If Customer fails for any reason to remove or otherwise appropriately guard against such Safety Hazard within thirty (30) minutes after Provider’s arrival at the Asset(s) Site, Provider may reasonably request Pronto to cancel the Work Order, in which event Customer shall be responsible for the payment for the lesser of the (i) Service Pricing or (ii) minimum charge stated on Work Order (if any) without Provider being required to complete the Work Order. Following such cancellation, if Customer still wishes to have the Services performed, Customer shall be required to submit a new request for such Services through the Platform to generate a new Work Order, which shall be subject to applicable Service Pricing.
  9. Registered Provider Personnel Only: Provider agrees to assign performance of the Services only to Provider Personnel who are Registered, licensed, and insured according to the procedures and requirements set forth in the Work Order and on the Platform and meet the security/clearance requirements of the Asset(s) Site (to the extent such requirements are timely communicated by Customer to Provider). Notwithstanding the foregoing, if the Service Type requires Provider to perform non-electrical work which requires a license in the state jurisdiction of the Asset(s) Site, Provider may assign performance of the Services only to Subcontractors who are licensed and insured according to the procedures and requirements set forth in the Work Order and on the Platform and meet the security/clearance requirements of the Asset(s) Site. Provider agrees to hold Pronto and Customer harmless and defend Pronto and Customer relating to any claims arising out of Subcontractor’s performance of the Services.
  10. Provider Insurance: With respect to each Work Order accepted hereunder by Provider, (i) Provider shall be responsible for providing its own insurance covering its business operations, Provider Personnel, and vehicles. Proof thereof is required by Pronto in the Registration Process. Provider agrees it is not covered under any insurance carried by Pronto or Customer including, but not limited to, auto, general liability, product liability, and/or workers compensation insurance. In the event Provider (or Provider Personnel or Subcontractor) is injured while performing Services, the Provider further acknowledges and agrees it is not covered under any insurance carried by Pronto or Customer, and Provider holds Pronto and Customer harmless from any insurance claims, including the cost of defending any such claims. Provider agrees to maintain the required insurance with a carrier rated A- or better by A. M. Best. Provider shall maintain at least the limits of coverage as set forth below.
    1. Commercial General Liability Insurance policy including premises, operations, products liability, contractual liability, and completed operations coverage with a minimum limit of $1,000,000 Each Occurrence Limit (Bodily Injury and Property Damage); insurance coverage to be primary and non-contributory;
    2. Business or Commercial Automobile Liability Insurance; $250,000 combined single limit per accident; and
    3. Workers' Compensation and Employers' Liability Insurance; $100,000 Each Accident; $100,000 Each Employee for Injury by Disease; $500,000 Aggregate for Injury by Disease and any other employee related insurance statutorily required in the state jurisdiction of the Asset(s) Site and/or where the Provider performs Services. In the event the Provider is legally exempt from carrying Workers Compensation Insurance, and elects such status, Provider shall submit a statement declaring and affirming such exempt-status on the Platform. At Customer’s sole discretion, it may disallow Workers Compensation exempt-status Providers from receiving Work Orders for any or all Customer locations.
    Customer can increase these limits of coverage on the Platform at its discretion. Customer cannot lower these limits of coverage. For the benefit of the Customer, Provider shall provide Pronto with a copy of the Declarations Page of the applicable policy(ies). In the event Provider utilizes Subcontractor(s) on an accepted Work Order, it is Provider’s sole responsibility to provide and/or verify its Subcontractor(s) carry insurance coverage as set forth in this Section 10.
  11. Pre-Existing Building Code or Other Violations: If any pre-existing building code or other legal violation is present on the Asset(s) or at the Asset(s) Site that would prevent Provider from completing the Services in accordance with applicable laws and regulations or that would otherwise present a Safety Hazard, Customer agrees to remedy such violation before Provider is obligated to perform the Services. If Customer fails for any reason to remedy such violation within thirty (30) minutes after Provider’s arrival at the Asset(s) Site, Provider may reasonably request Pronto to cancel the Work Order, in which event Customer shall be responsible for the payment for the lesser of the (i) Service Pricing or (ii) minimum charge stated on Work Order (if any) without Provider being required to complete the Work Order. Following such cancellation, if Customer still wishes to have the Services performed, Customer shall be required to submit a new request for such Services through the Platform to generate a new Work Order, which shall be subject to applicable Service Pricing.
  12. Utility or Governmental Inspection: If, in connection with the performance of the Services, an Asset(s) inspection and approval by a utility or government agency is required for activation or reactivation of such Asset(s), Provider shall not be required to complete and activate or reactivate such Asset(s) until such inspection is completed and approval obtained (with a copy of any such written inspection report and/or approval delivered to Provider). If a second Asset(s) Site visit by Provider is required after any such inspection or approval, such visit may be subject to a second Work Order (which shall be subject to separate Service Pricing), unless taken into account in the original Work Order.
  13. Roof Top Work Special Conditions: If the Work Order requires Provider to perform Roof Top Work as part of the Services, then the following special terms and conditions will apply:
    1. Provider represents, warrants and covenants to Customer that Provider meets all of the following requirements; (i) Provider is knowledgeable with regard to all OSHA requirements for its Provider Personnel to provide and perform Services on residential and commercial roof tops; (ii) all Provider Personnel to be dispatched to the Asset(s) Site have the requisite skills, knowledge and expertise to safely perform Roof Top Work, including being knowledgeable of and trained in OSHA roof top work requirements; and (iii) Provider Personnel shall have the necessary equipment and safety devices, in good working condition in order to safely and properly perform the Roof Top Work; and (v) Provider shall hold Customer and any Host harmless and agrees to defend and indemnify Customer and any Host against any and all claims for death or injury of any Provider Personnel resulting from the performance of the Roof Top Work, other than death or injury resulting from the gross negligence or willful misconduct of Customer or any Host (including any representative thereof) or Customer’s breach of this Agreement.
    2. Customer or any Host may not have the ability to access and pre-inspect roof top conditions, and do not make any representation or warranty, express or implied, regarding the quality or safety of the roof top before issuing the Work Order. Therefore, Provider agrees to have its Provider Personnel access and inspect the safety of the roof top work site before commencing performance of the Services. Following such inspection, Provider may suspend commencement of performance of the Services if Provider Personnel become aware of any dangerous condition on the roof top that presents an unreasonable risk of death or injury to Provider Personnel. If Customer or the Host fails for any reason to remediate such dangerous condition within thirty (30) minutes after Provider’s arrival at the Asset(s) Site, Provider may reasonably request Pronto to cancel the Work Order, in which event Customer shall be responsible for the payment for the lesser of the (i) Service Pricing or (ii) minimum charge stated on Work Order (if any) without Provider being required to complete the Work Order. Following such cancellation, if Customer still wishes to have the Services performed, Customer shall be required to submit a new request for such Services through the Platform to generate a new Work Order, which shall be subject to applicable Service Pricing.
    3. In the performance of Roof Top Work, it may be necessary for Provider Personnel to walk or place equipment on the roof surface, which, despite reasonable care taken by Provider Personnel, may cause damage to or dislodgement of portions of the roof surface or may cause the underlying roof structure to sink or collapse. Customer agrees that even if reasonable care is taken by Provider Personnel, such damage, dislodgement, sinking or collapse can occur without fault of Provider Personnel, including due to the age, wear and tear and construction of the roof top and roof surface or structure materials. In the event of any such occurrence, absent the gross negligence or willful misconduct of Provider Personnel, Customer shall be solely responsible for any required repair or replacement at Customer’s sole expense, and without any claim against Provider (which Customer hereby waives).
    4. Customer acknowledges that Provider may be required, either directly or through third party contractors, to use special lifts, cranes or other equipment at Customer’s or the Host’s property to deliver Asset(s) Parts or other supplies to Customer’s or the Host’s roof top and agrees to provide Provider or its contractors with sufficient access to Customer’s or the Host’s property for the same.
    5. If the Work Order requires the installation or reinstallation of any roof top solar framing system or other equipment that requires drilling into the roof top surface, Provider agrees to make such installation or reinstallation in a leak-free manner using methods and requirements of local building codes and recommended procedures of the roofing industry, but subject to the limitations referred to in paragraph c above.
    6. Customer acknowledges that Provider is not responsible for pre-existing roof top conditions and reasonable wear and tear on the roof top caused by performance of the Services. Provider recommends that Customer or the Host replace a roof that has less than ten (10) years of expected usable lifetime prior to commencement of Services under the Work Order.
  14. Completed Service Report: Within one (1) business day after completion of the Services under the Work Order, Provider shall promptly complete and transmit all required data, photographs and documentation to the Platform to evidence such completion (the “Completed Service Report”), which shall be subject to verification by Pronto. If Completed Service Report is not completed with one (1) business day, Provider and Customer authorizes Pronto, at Pronto’s sole discretion, to file a partially completed Work Order and adjudicate the amount of the Service Pricing payable to Provider.
  15. Provider Warranty:
    1. Subject to the provisions of this Section 15, Provider warrants to Customer that Provider shall perform the Services in accordance with the Work Order in a good, professional and workmanlike manner and in accordance with applicable building codes and other applicable laws and regulations (the “Warranty”). Provider agrees, at its sole cost, to promptly remedy any workmanship issue under the Warranty relating to completed Services upon Customer delivering a written request to Provider within the Warranty Period. The Warranty does not extend to any losses or damages due to defects in the design or manufacture of the Asset(s) or any Asset(s) Part, misuse or unintended or unforeseeable use of the Asset(s), abuse, neglect or negligence (in each case other than that of Provider or any Provider Personnel), unauthorized modification or alteration of the Asset(s) made by any Person other than Provider or Provider Personnel, normal wear and tear, Asset(s) use by Customer or the Host beyond rated capacity, unsuitable power sources, environmental conditions, improper installation, repair, handling, maintenance or application or any other cause not the fault of Provider or Provider Personnel. To the extent Customer, the Host or any of their respective agents has supplied specifications, information, representation of operating conditions or other data to Pronto or Provider as part of or in connection with the Work Order, and if actual operating conditions or other conditions differ from those supplied or represented by Customer or any such agent, the portion of the Warrantied Services that is affected by such conditions shall be null and void.
    2. Provider shall not be liable for a breach of the Warranty unless: (i) Customer gives written notice of the claim thereunder, reasonably described, to Provider within the Warranty Period; (ii) Provider is given a reasonable opportunity after receiving such notice to examine the Asset(s); and (iii) Provider reasonably and in good faith verifies the validity of Customer’s claim under the Warranty. Provider’s sole responsibility with respect to any valid and timely delivered Warranty claim shall be to correct the workmanship issue that is the subject of the Warranty claim at Provider’s sole cost. Failure by Customer to deliver a written Warranty claim within the Warranty Period shall be deemed an absolute and unconditional waiver of Customer’s claim for any workmanship issue covered by the Warranty.
    3. Provider cannot and shall not provide any warranty with respect to any Host or Customer-supplied Asset(s) Parts, fixtures, or other materials (whether new or used), and Provider shall not provide any warranty with respect to any prior work performed on the Asset(s) other than by Provider Personnel pursuant to a Work Order. If Host or Customer-supplied Asset(s) Parts, fixtures or other materials fail due to any defect therein or if any prior work performed on the Asset(s) other than by Provider Personnel is defective, Provider shall charge Customer, and Customer shall pay, for all labor and materials reasonably required to repair or replace both the defective Asset(s) Parts, fixtures or other materials and/or the defective prior workmanship and any surrounding work that is damaged or hindered by such defective Asset(s) Parts, fixtures or other materials or defective workmanship.
    4. THE FOREGOING CONSTITUTES PROVIDER’S SOLE AND EXCLUSIVE WARRANTY AND SOLE LIABILITY, AND CUSTOMER’S AND THE HOST’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO PROVIDER’S PERFORMANCE OF THE SERVICES UNDER THE WORK ORDER. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING, OPERATION OF LAW OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO PROVIDER IN THE WORK ORDER).
  16. Customer Acknowledgements Regarding Items Excluded from Work Order Scope. Customer Acknowledgements Regarding Items Excluded from Work Order Scope. Customer acknowledges and agrees that Services to be performed by Provider under the Work Order do not include any of the following activities (including related costs)
    1. Standard Exclusions:
      1. Architectural or engineering design or review, attending public hearings, or communications with neighbors or other third parties.
      2. Correction or remediation of substandard framing or other structural or environmental issues that may interfere with performance of the Asset(s).
    2. Work Order Specific Exclusions (Unless Specifically Provided in Work Order):
      1. Obtaining utility or other governmental approvals or permits.
      2. Upgrade or repair of Customer’s or the Host’s existing electrical service/panel or building electrical grounding system.
      3. Painting of conduit or other electrical boxes or any other equipment.
      4. Structural reinforcement of roof, walls, or floor
      5. Utility interconnection or meter replacement.
      6. Installation of smoke detectors, sprinklers, or other safety equipment required by applicable law, permits or governmental authorities in connection with the performance of the Services.
      7. Removal or relocation of equipment, obstacles, or vegetation at the Asset(s) Site.
      8. Digging, trenching or excavation work.
      9. Repair of damage to concealed underground pipes, conduits, utility lines or other underground equipment not physically staked out by Customer or the Host or located and marked by the applicable utility company; (Customer or the Host shall procure the services of a professional utility locating company to assist in locating underground utility line)
      10. Correction of pre-existing deficient conditions or building code violations.
      11. Moving any of Customer’s or the Host’s property from, to or around the Asset(s) Site.
  17. Customer Responsibilities: Customer agrees to provide, or to cause the Host to provide, on a timely basis the following in connection with Provider’s performance of the Services:
    1. Use of utilities (electrical, water and sewer).
    2. A wired or wireless data service connection (if required to complete the Services) and internet connectivity at the location of the inverter for data monitoring equipment when data monitoring is included in the Asset(s).
    3. Access to utility providers to property, meters, and other systems affecting the Asset(s) Site.
    4. Attention to correcting any identified building code or other legal violations that may affect performance of the Services.
    5. Details and decisions related to engineering and construction matters that may affect performance of the Services.
    6. Attention to Work Order matters (including any potential changes to the Work Order identified by Provider).
  18. Acknowledgements and Understandings. Customer understands, acknowledges, and agrees as to the following items for itself and on behalf of the Host:
    1. Customer grants Provider permission to take photographs of the Services performed, including the Asset(s) and Asset(s) Site as part of the Work Order completion process.
    2. The Asset(s) cannot be activated or reactivated until passing utility or other regulatory inspection, if so required.
    3. Provider is not responsible for damage to the Asset(s), Asset(s) Parts, or any other equipment (including solar modules, inverters, storage batteries or electrical vehicle service equipment) caused by electrical grid fluctuations or power surges or outages. Any repair of such damage by Provider, if requested by Customer, shall be treated as Extra Work subject to a further Work Order and Special Service Pricing.
    4. Any necessary trenching shall be performed using walk behind or drive behind trenching machines. Trenches can be up to 28” deep. Provider is permitted to excavate the most direct path(s) possible between any two or more points on the Host’s property. Any hand digging required to work around underground metal conduit or other obstructions shall be billed as Extra Work. In the event Customer requires Provider to repair or replace any hardscape, landscape, vegetation, underground irrigation conduits or other property impacted or altered as a result of performance of the Services, Customer shall specify such requirements on the Work Order. Provider shall be responsible for any damages to any underground utilities caused by negligence, and the repair of such negligence shall be the responsibility of the Provider and not be billed as Extra Work.
    5. The general scope of the Work Order and this Agreement is to effect (i) inspection of Asset(s) and Asset(s) Parts, (ii) trouble shooting and recommendations regarding Asset(s) and Asset(s) Parts, and (iii) repair, replacement, maintenance and/or adjustment to Asset(s) and Asset(s) Parts, all as further specified in the Work Order. In the event Customer or the Host desires other services to be performed by Provider, including the installation of new Asset(s) or Asset(s) Parts (including new solar panels, storage batteries, electric vehicle service equipment, panel Nano-coating) or any other major undertakings or repairs, that Provider is qualified and willing to perform, such performance shall be subject to a separate Work Order.
    6. Customer and/or the Host bear the sole risk of loss, theft, damage or destruction of Asset(s) Parts and other construction materials after they are delivered to the Asset(s) Site. Customer or the Host should provide a safe location for Provider to store construction materials during the Service period under the Work Order.
  19. Pronto Not Liable for Parties’ Obligations. The Parties acknowledge and agree that (a) only they are parties to the Work Order and this Agreement, (b) Pronto is not a party to, and is not otherwise bound by, the Work Order or this Agreement, and (c) except for Pronto’s administrative functions related to the processing of the Work Order and the collection and payment of Service Pricing through the Platform, Pronto has no liability whatsoever for any agreement, covenant, obligation, liability, act or omission of either Party (including negligence or willful misconduct), whether in connection with the Work Order, this Agreement or otherwise. Without limiting the foregoing, Pronto has no control over and does not guarantee (i) the accuracy or completeness of information in the Work Order, including as to the condition or location of the Asset(s) or the description of the Services, (ii) the quality, safety, suitability or legality of the performance of the Services by Provider, or (iii) the performance by either Party of its obligations under the Work Order and this Agreement. In such regard, except with respect to Pronto’s administrative functions described above, each Party hereby waives, discharges and releases Pronto, and holds Pronto harmless, from and against any claim, demand, action or other liability arising under or in connection with the Work Order or this Agreement.
  20. Customer Termination of Work Order.
    1. Customer may contact Pronto to terminate a Work Order:
      1. two (2) business days before the scheduled time for the Services; or
      2. due to Provider’s failure to perform the Services under the Work Order in accordance with the terms thereof and hereof, where such failure is not cured within ten (10) days after written notice to Provider by Customer.
    2. Customer may not terminate a Work Order if within the two (2) business day window before the scheduled time for the Services, or otherwise unreasonably interfere with, or cause delays in, Provider’s performance of the Services. If Customer terminates the Work Order within the two (2) business day window before the scheduled time for the Services, in whole or in part, Customer shall remain liable to Provider for the payment for the lesser of the (i) Service Pricing or (ii) minimum charge stated on Work Order (if any) without Provider being required to complete the Work Order. Following such cancellation, if Customer still wishes to have the Services performed, Customer shall be required to submit a new request for such Services through the Platform to generate a new Work Order, which shall be subject to applicable Service Pricing.
  21. Provider Termination or Suspension of Services. Provider may delay commencement or, once commenced, suspend performance of the Services under the Work Order if Customer or the Host unreasonably interferes with, or cause delays in, Provider’s performance of the Services (including if Customer or the Host fails to furnish Provider with access to the Asset(s) Site or withholds information necessary for the performance of the Services) or otherwise fails to comply with the terms of the Work Order or this Agreement. Concurrently with any delay or suspension in the performance of the Services, Provider shall give Customer notice of the issues giving rise to such delay or suspension. If Customer or the Host fails to correct such issues to Provider’s reasonable satisfaction within one (1) business days after delivery to Customer of such notice, Provider may reasonably request Pronto to cancel the Work Order, in which event Customer shall be responsible for the payment for the lesser of the (i) Service Pricing or (ii) minimum charge stated on Work Order (if any) without Provider being required to complete the Work Order.
  22. Force Majeure: Notwithstanding any provision of this Agreement to the contrary, neither Customer nor Provider shall be liable to the other for any delay or failure in performing its obligations, other than payment obligations, under the Work Order or this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of such Party, without such Party’s fault or negligence, and which by its nature could not have been reasonably foreseen by such Party or, if it could have been foreseen, was unavoidable (a “Force Majeure Event”). Force Majeure Events include acts of God or the public enemy, government restrictions, inclement weather, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes, industrial disturbances, delays in delivery or receipt of Asset(s) Parts, delays caused by Customer’s or the Host’s design professionals, contractors, agents or other service providers, vandalism and Platform or internet service interruptions or downtime. The Party claiming the benefit of this Section 22 shall use all diligent and commercially reasonable efforts to end any failure or delay of its performance resulting from a Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and use commercially reasonable efforts to resume performance under the Work Order as soon as practicable. If a Force Majeure Event prevents Provider from completing the Services under the Work Order for a continuous period of more than thirty (30) days, either Party may terminate the Work Order immediately and without liability by giving written notice to the other party (either direct or through the Platform).
  23. Resolution of Disputes. The Parties acknowledge that disputes, claims or controversy arising out of or relating to this Agreement or a Work Order are best resolved at the working level by the Parties’ authorized representatives. The Parties shall use good faith, reasonable efforts to resolve any dispute through such individuals, including (if necessary), referring any unresolved dispute to higher authority within each Party's organization for resolution. If any dispute, claim or controversy arising out of or related to this Agreement or a Work Order or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this agreement to arbitrate is not resolved in accordance with the preceding sentence, then the matter shall be finally determined by arbitration in the JAMS Resolution Center located most geographically proximate to the applicable Asset(s) Site before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
  24. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE ENTITLED TO RECOVERY UNDER THIS AGREEMENT WITH RESPECT TO CONSEQUENTIAL, INCIDENTAL OR EXPECTATION DAMAGES OF ANY KIND, DAMAGES CONSISTING OF BUSINESS INTERRUPTION OR LOST PROFITS (REGARDLESS OF THE CHARACTERIZATION THEREOF), OR INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED IN ADVANCE OF THE OTHER PARTY’S INTENT TO SEEK ANY SUCH DAMAGES. THIS PROVISION WILL NOT APPLY TO CUSTOMER’S OBLIGATION TO PAY THE FULL PRICE FOR THE SERVICES PROPERLY DELIVERED BY PROVIDER UNDER ANY WORK ORDER.
  25. Entire Agreement; Amendment. This Agreement and the Work Order (in each case including any schedules, exhibits, appendices or addenda) collectively constitute the entire and integrated agreement between the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous negotiations, communications, representations or agreements, written or oral, with respect to the subject matter hereof and thereof. This Agreement may be amended only by written instrument executed in writing or adopted electronically by both Parties.
  26. Severability. If any provision of this Agreement is held or deemed to be invalid, inoperative, or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision or provisions of any constitution, statute, rule, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative, or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative, or unenforceable to any extent whatever. In the event of any such invalidity, inoperativeness or unenforceability the Parties shall cooperate and take all such action as may be necessary or appropriate to assure that any partial invalidity, inoperativeness or unenforceability shall be construed and limited as narrowly as practicable, so as to assure that the economic benefits of this Agreement are received by the respective Parties as contemplated hereby as though such event had not occurred.
  27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of the Asset(s) Site, without application of conflicts of laws principles and without regard to the actual place or places of business of the Parties or the actual place or places of negotiation, execution, delivery or performance of this Agreement.
  28. Remedies Cumulative; Waiver. All rights and remedies of the Parties under this Agreement and the Work Order are cumulative and in addition to any rights and remedies available to them at law or in equity. No waiver by either Party of any provision of this Agreement or any breach hereof by the other Party shall be effective unless, and then only to the extent, explicitly set forth in writing and signed by the waiving Party. No failure by either Party to exercise, and no delay by a Party in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate, or be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege hereunder or arising in connection herewith.
  29. Construction and Interpretation. The Section headings contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. As used in this Agreement, unless otherwise provided to the contrary, (i) all references to days, months or years shall be deemed references to calendar days, months or years and (ii) any reference to a “Section” or “Exhibit” shall be deemed to refer to a section of this Agreement or an exhibit attached to this Agreement. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specifically provided herein, the term “or” shall not be deemed to be exclusive, and the term “including” (and related term, “include”) shall not be deemed to limit the language preceding such term, but rather shall be deemed to be followed by the words, “without limitation”. This Agreement shall be considered for all purposes as having been prepared through the joint efforts of the Parties. No presumption shall apply in favor of either Party in the interpretation of this Agreement or in the resolution of any ambiguity of any provision hereof based on the preparation, substitution, submission, or other event of negotiation, drafting or execution hereof.
  30. Assignment; Successors and Assigns; Third Party Beneficiaries. Neither Party may assign any of its rights or delegate or cause to be assumed any of its obligations under this Agreement without the prior written consent of the other Party. Any such assignment, delegation or assumption without such consent shall be void. Subject to the preceding sentence, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement shall be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement, except as shall inure to a successor or permitted assign pursuant to this Section 30.
  31. Survivability. All representations, warranties, covenants, and agreements of the Parties shall survive the execution, delivery, and performance of this Agreement.
  32. Electronic Signature. The Parties are executing this Agreement electronically. Each Party’s electronic signature shall have the same effect as if such Party physically signed this Agreement.
  33. Indemnification. Provider shall fully defend, indemnify and hold harmless Customer and Host, from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, judgments, settlements, costs and expenses (including, without limitation, reasonable attorney’s fees and costs), which arise out of, relate to, or result from: (a) any act or omission of Provider, Provider Personnel, its Subcontractors, or those acting on behalf of Provider, and (b) gross negligence or willful misconduct of Provider, Provider Personnel, its Subcontractors, or those acting on behalf of Provider. Customer shall fully defend, indemnify and hold harmless Provider, from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, judgments, settlements, costs and expenses (including, without limitation, reasonable attorney’s fees and costs), which arise out of, relate to, or result from: (a) existing claims of Customer with any Asset owner or host pre-dating Provider's acceptance of Customer's Work Order, and (b) gross negligence or willful misconduct of Customer or those acting on behalf of Customer. The provisions of this Section 33 will survive the expiration or termination of this Agreement.
  34. Privacy. The Parties shall each comply with applicable privacy obligations, including the California Consumer Privacy Act of 2018 and California Privacy Rights Act of 2020 (“CPRA”). This Agreement does not constitute the sale or sharing of personal information. In order to carry out the purpose of this Agreement, it may be necessary for the Parties to share personal information of another individual. As to any information shared between the Parties that is personal information of another individual, then the sharing Party is a Business and the receiving Party is a Service Provider, as defined in the CPRA. Where one Party is a Service Provider to the other, Service Provider shall:
    1. refrain from Selling or Sharing such personal information (as defined in the CPRA);
    2. retain, use, or disclose such personal information only for the business purpose defined in this Agreement;
    3. retain, use, or disclose such personal information only in connection with the direct business relationship between Provider and Customer;
    4. refrain from combining such personal information with other personal information that Service Provider receives from or on behalf of another person, or from its own interaction with the data subject, except as authorized by CPRA, Section 1798.140(ag)(1)(D);
    5. allow Business to take reasonable and appropriate steps to help ensure that Service Provider uses such personal information in a manner consistent with Business’s privacy obligations;
    6. notify Business if Service Provider determines that it can no longer meet its obligations to comply with applicable privacy obligations; and
    7. grant Business the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of such personal information.
  35. Definitions. All capitalized terms in the Agreement shall have the following meaning:
    1. Asset(s)” means, to the extent set forth in a Work Order, any of the following electrical Asset(s): (i) solar; (ii) electrical vehicle charging station; (iii) battery and power storage; (iv) temporary power generation; (v) metering; or (vi) installed smart devices; or any other Asset(s) Pronto may add to the Platform from time to time.
    2. Asset(s) Parts” means the part(s) required to affect the installation, replacement, repair, maintenance, or service of an Asset(s) in connection with Services performed by Provider under a Work Order.
    3. Asset(s) Site” means the location of the Asset(s) where Services are to be performed under the Work Order.
    4. Authorized” means, with respect to any Provider or Provider Personnel, that such person is the subject of a completed and current Registration and, based on Pronto’s determination in its sole discretion, is accepted by Pronto to perform Services under Work Orders.
    5. Customer” means the party who (i) owns or is responsible for the repair and maintenance of the subject Asset(s), (ii) issues a Work Order in respect thereof, (iii) is a registered user of the Platform, and (iv) is an electronic or telephonic signatory to this Agreement, or any duly authorized agent(s) thereof.
    6. Effective Date” means the date upon which this Agreement becomes effective, which shall be the date of acceptance by Provider of the Work Order.
    7. Extra Work” means work requested by the Host beyond the original Scope of Work in the original Work Order which if contracted for, is commenced by direct contract between the Host and Provider, and a Provider business contract form and which Customer is not a party thereto.
    8. Host” means, if any, the Person other than Customer utilizing and/or hosting an Asset(s) at the applicable Asset(s) Site.
    9. OSHA” means the Occupational Safety and Health Administration.
    10. PAL” means any Provider Personnel who performs Non-Licensed Services on Pronto Work Orders that do not require specialty or contractor licenses under applicable state or local statutes, and who are contracted under a separate Pronto PAL Services Agreement with Pronto.
    11. Person” means an individual, corporation, company, limited liability company, partnership, association, organization, trust or trustee or governmental authority, including any representative of any of the foregoing.
    12. Platform” means Pronto’s proprietary online platform (including underlying software and related programming and applications) and any agreements available on the Platform, through which (i) Provider is Registered, (ii) Customers and/or Pronto generate Work Orders for Services, (iii) Provider receives and, at its election, accepts Work Orders, (iv) Work Orders (including payments due thereunder) are processed and administered by Pronto, and (v) Completion Reports are submitted by Provider.
    13. Pronto” means Enphase Energy, Inc., a Delaware corporation and the owner and operator of the Platform, through its 365 Pronto division.
    14. Provider” means the party to this Agreement that has accepted the Work Order and agreed to perform the Services thereunder, either directly or through its designated Provider Personnel.
    15. Provider Personnel” means all owner operators, W2 employees, and/or 1099 Employees of Provider who are selected and directed by Provider to perform Services under the Work Order. If authorized in this Agreement and Provider utilizes a Subcontractor to complete a Work Order, the Subcontractor will also be considered Provider Personnel for the duration of that Work Order.
    16. Registered” means, with respect to any Provider or Provider Personnel, that such Person is the subject of a completed and current Registration.
    17. Registration” means, with respect to any Provider or Provider Personnel, the formal process under which such Person enters and currently maintains his, her or its required information on the Platform in accordance with the other requirements of Pronto.
    18. Roof Top Work” means performing Services for Customer on the roof top of residences or buildings.
    19. Safety Hazard” means any hazard that a reasonable Person would consider a danger to person or property, including (i) exposure to animals, hostile Persons, hazardous substances, overhead or other exposed electrical lines, exposed machinery, water hazards, and/or falling, and (ii) Roof Top Work or work at other elevated (i.e., greater than one story) sites.
    20. Scopes of Work” means the individual line items comprising the Service.
    21. Services” or “Service” may refer to Licensed Services or PAL Services, as the context requires, and means any of the following services performed, or to be performed by Provider (including any Provider Personnel) on an Asset(s) pursuant to a Work Order, including but not limited to: installation, certification, observation, trouble-shooting, inspecting, testing, overseeing, repairing and replacement of Asset(s) Parts, cleaning of Asset(s) and periodic maintenance.
    22. Service Pricing” means the pricing established and published by Pronto or Customer from time to time, as specified on the Platform, for the Services included in the Work Order.
    23. Subcontractor” means any Person, other than owner operators, W2 employees, and/or 1099 Employees of Provider, that is retained by Provider to complete a Work Order.
    24. Warranty Period” means the greater of (i) thirty (30) days or (ii) the days legally required in the state of the Asset(s) Site, from the completion of the Completed Services Report.
    25. Work Order” collectively means either a Customer Work Order or a Pronto Work Order setting forth the Services to be performed by Provider on Customer’s Asset(s).

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

Electronic Signature. The Parties acknowledge and agree that Customer has electronically signed this Agreement by transmitting the Work Order through the Platform or has electronically or telephonically accepted this Agreement by using the electronic or telephone procedures established by Pronto, and Provider has electronically signed or telephonically accepted this Agreement by accepting the Work Order through the Platform. The Parties electronic signature or other acceptance shall have the same force and affect had the Parties physically signed this Agreement. Electronic signatures are governed under the Federal Electronic Signatures in Global and National Commerce Act, any Electronic Signatures and Records Act of a state jurisdiction, or any similar state law based on the Uniform Electronic Transactions Act, and the Parties hereby waive any objection to the contrary.

EXHIBIT B

PRONTO CUSTOMER PAL SERVICES AGREEMENT

THIS PRONTO CUSTOMER PAL SERVICES AGREEMENT (this “Agreement”), is entered into by and between Enphase Energy, Inc., through its 365 Pronto division (“Pronto”), and the owner of the photovoltaic, electrical vehicle charger, storage battery or other asset(s) (the “Asset(s)”) set forth in the work order (“Work Order”) that is the subject of this Agreement or, if not the owner but having possession or control over the Asset(s), the Host of such Asset(s) (referred to herein as “Customer”). “Host” means, if any, the Person other than Customer utilizing and/or hosting an Asset(s) at the applicable Asset(s) Site. If Customer is a Host, Customer represents to Pronto that Customer has the authority from the owner to enter into the Work Order and this Agreement and, if applicable, pay for the requested Asset(s) related services (the “Services”) set forth in the Work Order and as further described below.

Customer agrees that Pronto may subcontract its obligations under this Agreement to PALs (each, a Service Provider as that term is defined in the CPRA) for the sole purpose of carrying out Pronto’s obligations under this Agreement, and that in connection with such relationship certain personal information that is shared with Pronto pursuant to this Agreement will be shared with the subcontracted PALs. Such subcontract will be done according to a written contract requiring the subcontracting PALs to abide by all requirements set forth in sections (a)-(g) above.

If Customer shares its own personal information with Pronto, then Customer acknowledges that it has read Enphase’s privacy policy available at: https://enphase.com/legal/privacy-policy, and agrees that Pronto may share that personal information in order to carry out the purposes of this Agreement, or consistent with its privacy policy.

  1. Effective Date. Pronto may accept this Agreement from Customer through Customer’s request for Services electronically through the Platform, by fax, email, or by telephone. Electronic requests for Services can be transmitted through the Platform on a twenty-four (24) hour basis. Telephonic, fax, or email requests are accepted during regular business hours Monday to Friday between 9:00 AM to 4:00 PM (Arizona time), excluding statutory holidays. The effective date of this Agreement (the “Effective Date”) shall be the date Customer or Pronto, at Customer’s request, creates a Pronto Work Order.
  2. PALs. Pronto has pre-qualified and pre-contracted service technicians (each, a “PAL”) who Pronto has determined are qualified to perform the Services the Customer is requesting. The Services that PALs may perform do not require contractor licenses or other regulatory certifications. Any PAL that is assigned to a Work Order shall have presented to Pronto evidence of appropriate training, insurance, and other qualifications.
  3. PAL Services. Pronto arranges for lower-cost on-site inspections and non-licensed technical services for Customers and Hosts of Asset(s), as performed by PALs. Unless otherwise provided in the Work Order, “Services” means any or all of the following, as applicable to Customer’s needs,: (i) visiting Customer’s Asset(s) Site location (“Asset(s) Site”); (ii) entering and inspecting the Asset(s) Site, (iii) interviewing Customer or Customer’s applicable representative(s) with respect to the issue(s) or condition(s) requiring the Services, (iv) observing such issue(s) or condition(s), (v) taking photographs, if necessary, (vi) effecting Asset(s) reactivation, if necessary; and (vii) providing an electronic completed Services report (“Completed Service Report”) to Pronto, which, among other things, shall state whether Customer’s Service issue has been resolved or whether more advanced, licensed technician Services and/or new or different Asset(s) parts may be required to remedy Customer’s issue(s) or condition(s).
  4. Payment for PAL Services. Unless otherwise agreed by Customer and Pronto in a separate written agreement, payment for PAL Services will be included as part of the Service Pricing and Payment Terms as mutually agreed between Customer and Pronto under the 365 PRONTO CUSTOMER PLATFORM SERVICES AGREEMENT.
  5. Scheduling of PAL Services. Customer hereby grants Pronto and the applicable PAL with full and unrestricted access to the Asset(s) and Asset(s) Site for the performance of the Services. Pronto shall be responsible for scheduling Services at the Asset(s) Site with the Host identified in the Work Order. Customer agrees to provide Pronto with all available contact information for the Host in order for Pronto, or the PAL, to schedule the Services
  6. Insurance. With respect to each Work Order accepted hereunder by Pronto, Pronto shall be responsible for providing Pronto’s own insurance covering Pronto’s business obligations related to this Agreement. Proof thereof can be provided by Pronto at the Customer’s request. Pronto agrees to maintain the required insurance with a carrier rated A- or better by A. M. Best. Pronto shall maintain at least the limits and coverage(s) as set forth below.
    1. Commercial General Liability Insurance; $1,000,000 Each Occurrence / $2,000,000 aggregate Limit (Bodily Injury and Property Damage); insurance coverage to be primary and non-contributory; and
    2. Workers' Compensation and Employers' Liability Insurance; $100,000 Each Accident; $100,000 Each Employee for Injury by Disease; $500,000 Aggregate for Injury by Disease and any other employee related insurance statutorily required in the state jurisdiction of the Asset(s) Site.
  7. Customer Responsibilities. By issuing a Work Order for PAL Services, Customer agrees as follows:
    1. PAL Safety. Customer shall notify Pronto of all safety hazards or potentially dangerous conditions at the Asset(s) Site that could impact the safety of the PAL and shall provide full disclosure to the assigned PAL. Customer shall provide sufficient advance notice to Pronto and the assigned PAL so as not to interfere with the safe performance of Services as the situation may require. Pronto and/or the PAL may delay, suspend, or decline performance of the Services under the Work Order until the safety hazard is removed or otherwise remedied to Pronto’s or the PAL’s reasonable satisfaction. Safety hazards include, but are not limited to, exposure to animals, hostile neighboring property owners or occupants, hazardous substances, overhead or other exposed electrical lines, exposed machinery, and/or water hazards. PALs do not under any circumstances perform rooftop inspections and are not allowed on the rooftop of any Asset(s) Site.
    2. Customer shall cause to provide all necessary Asset(s) Site access and clearances to the assigned PAL in order to complete the Services on the scheduled day and time specified on the Work Order.
    3. Customer, the Host, or a duly authorized adult representative designated by Customer or the Host shall be present at the Asset(s) Site to receive the assigned PAL at the specified day and time and shall remain at the site for the duration the PAL Services are performed.
    4. Customer shall afford the assigned PAL reasonable time allowances for unexpected traffic or schedule delays for which Pronto, and the PAL, shall use commercially reasonable efforts to communicate to Customer and Host, if the PAL is expected to be late.
    5. Customer, the Host, or a duly authorized adult representative shall clearly communicate the Service issue to the PAL upon arrival.
    6. Customer shall ensure the Asset(s) Site be kept free of any pets or other animals.
    7. Customer or the Host shall provide Pronto with a minimum of 48 hours’ notice of any changes to the requested timing for scheduled Work Orders.
    8. If Customer or Host fails to perform the obligations set forth in this Section 7 such that the PAL Services are unable to be performed at the scheduled day and time, Customer shall be subject to payment for the lesser of the (i) Service Pricing or (ii) minimum charge stated on Work Order (if any) without any Services being provided. Any such Work Orders shall be deemed terminated and it shall be Customer’s responsibility to issue a new Work Order for the intended Services.
  8. Privacy. The Parties shall each comply with applicable privacy obligations, including the California Consumer Privacy Act of 2018 and California Privacy Rights Act of 2020 (“CPRA”). This Agreement does not constitute the sale or sharing of personal information. In order to carry out the purpose of this Agreement, it may be necessary for Customer to share personal information of another individual with Pronto. As to any information shared by Customer that is personal information of another individual, Customer is a Business and Pronto is a Service Provider, as defined in the CPRA. In acting as a Service Provider, Pronto shall:
    1. refrain from Selling or Sharing such personal information (as defined in the CPRA);
    2. retain, use, or disclose such personal information only for the business purpose defined in this Agreement;
    3. retain, use, or disclose such personal information only in connection with the direct business relationship between Customer and Pronto;
    4. refrain from combining such personal information with other personal information that Pronto receives from or on behalf of another person, or from its own interaction with the data subject, except as authorized by CPRA, Section 1798.140(ag)(1)(D);
    5. allow Customer to take reasonable and appropriate steps to help ensure that Pronto uses such personal information in a manner consistent with Customer’s privacy obligations;
    6. notify Customer if Pronto determines that it can no longer meet its obligations to comply with applicable privacy obligations; and
    7. grant Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of such personal information.
  9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without application of conflicts of laws principles and without regard to the actual place or places of business of the Parties or the actual place or places of negotiation, execution, delivery or performance of this Agreement.
  10. Resolution of Disputes. The Parties acknowledge that disputes, claims or controversy arising out of or relating to this Agreement or a Work Order are best resolved at the working level by the Parties’ authorized representatives. The Parties shall use good faith, reasonable efforts to resolve any dispute through such individuals, including (if necessary), referring any unresolved dispute to higher authority within each Party's organization for resolution. If any dispute, claim or controversy arising out of or related to this Agreement or a Work Order or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this agreement to arbitrate is not resolved in accordance with the preceding sentence, then the matter shall be finally determined by arbitration in the JAMS Resolution Center located in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
  11. Indemnification. To the fullest extent permitted by applicable law, Customer shall indemnify, defend (at Pronto’s option) and hold harmless Pronto and Pronto’s Affiliates and their respective owners, officers, directors, employees, managers and agents, and all successors and assigns of the foregoing, from and against any and all claims, demands, actions, lawsuits, damages, fines, penalties, amounts paid in settlement of claims, expenses (including legal fees and expenses), taxes and other liabilities arising out of or related to (i) Customer’s use of the Platform, including any business transacted through the Platform, (ii) Customer’s failure to comply with any provision of this Agreement and/or (iii) Customer’s violation of any law.
  12. Assignment; Successors and Assigns; Third Party Beneficiaries. Pronto may assign its obligations under this Agreement to an affiliate or a subsidiary of Enphase Energy, Inc. Customer may not assign any of Customer’s rights or delegate or cause to be assumed any of Customer’s obligations under this Agreement without Pronto’s prior written consent, which shall not be unreasonably withheld. Any such assignment, delegation or assumption by Customer without the consent of Pronto shall be void. Subject to the preceding sentences, this Agreement shall apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of Customer and Pronto. Nothing expressed or referred to in this Agreement shall be construed to give any person or entity, other than the Customer and Pronto, any legal or equitable right, remedy or claim under or with respect to this Agreement, except such rights as shall inure to a successor or permitted assign of Customer or Pronto.
  13. Notices. All notices, requests, demands, claims, and other communications permitted or required to be given hereunder must be in writing and shall be deemed duly given and received (i) if personally delivered, when so delivered, (ii) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, (iii) if sent by email, once transmitted to the Party’s applicable email address and once the transmitting Party has received confirmation of “sent” transmission, (iv) if transmitted via confidential chat or other messaging medium provided through the Platform, on the date of transmission, or (v) if sent through an overnight or same-day commercial delivery service in circumstances to which such service guarantees next day delivery, the first business day following being so sent. Notices to Pronto shall be delivered to 47281 Bayside Pkwy, Fremont, CA 94538; with a copy to email: legal@enphaseenergy.com (or any updated physical mailing address or email address as Pronto may advise Provider from time to time). Notices to Provider shall be delivered to Provider at the physical mailing address or email address specified by Provider in its Platform account or through any confidential chat or other messaging medium provided through the Platform.
  14. Remedies Cumulative; Waiver. All rights and remedies of Customer and Pronto under this Agreement are cumulative and in addition to any rights and remedies available to them at law or in equity. No waiver by either Customer or Pronto of any provision of this Agreement or any breach hereof by the Customer or Pronto shall be effective unless, and then only to the extent, explicitly set forth in writing and signed by Customer or Pronto (the waiving party). No failure by either Customer or Pronto to exercise, and no delay by a Customer or Pronto in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate, or be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege hereunder or arising in connection herewith.
  15. Construction Interpretation. The Section headings contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend, or describe the scope or intent of any provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. As used in this Agreement, unless otherwise provided to the contrary, (i) all references to days, months or years shall be deemed references to calendar days, months, or years and (ii) any reference to a “Section” shall be deemed to refer to a section of this Agreement. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specifically provided herein, the term “or” shall not be deemed to be exclusive, and the term “including” (and related term, “include”) shall not be deemed to limit the language preceding such term, but rather shall be deemed to be followed by the words, “without limitation”. This Agreement shall be considered for all purposes as having been prepared through the joint efforts of Customer and Pronto. No presumption shall apply in favor of either Customer or Pronto in the interpretation of this Agreement or in the resolution of any ambiguity of any provision hereof based on the preparation, substitution, submission, or other event of negotiation, drafting, or execution hereof.
  16. Severability. If a court determines that any provision of this Agreement is invalid in whole or in part, such provision shall be deemed severed from this Agreement, but it shall not affect the enforceability of any other provision hereof or this Agreement as a whole.
  17. Relationship of the Parties. Customer, Pronto, and PALs are independent contractors of each other. PALs are not employees of Customer or Pronto. PALs are not agents of Pronto and are not authorized to make or enter into any binding obligation on Pronto’s behalf. PALs’ sole authority is to perform the Services as provided in the Work Order. Nothing in this Agreement shall constitute or create a joint venture, partnership, agency, franchise, or any other similar arrangement between the Parties whatsoever.
  18. Force Majeure. Neither Pronto nor the PAL shall be liable to Customer for any delay or failure to perform Services to the extent that such delay or failure is caused by an event or circumstance that is beyond Pronto’s or the PAL’s reasonable control and which by its nature could not have been reasonably foreseen by Pronto or the PAL or, if it could have been foreseen, was unavoidable. Such events or circumstances include, but are not limited to, acts of God or the public enemy, government restrictions, inclement weather, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes, industrial disturbances, delays in delivery or receipt of System parts, delays caused by Customer’s design professionals, contractors, agents or other service providers, vandalism, and internet service interruptions or downtime.
  19. Entire Agreement. This Agreement, including all Work Orders issued pursuant to this Agreement and are incorporated herein by reference and form a part hereof, constitutes the entire agreement among Customer, Pronto, and the PAL who is assigned to perform the Services with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous negotiations, communications, representations, or agreements, written or oral, with respect to the subject matter hereof. This Agreement may be amended only by written instrument executed in writing or adopted electronically by both Customer and Pronto.
  20. Electronic Signature. The Parties are executing this Agreement electronically. Each Party agrees that its electronic signature shall have the same effect as if such Party physically signed this Agreement. Further, to the extent PROVIDER provides any further electronic or telephonic (including verbal) signature, authorization, acceptance or agreement through the Platform or any telephonic system operated by Pronto in connection with the Platform (including in respect of any Work Order or Pronto PAL Services Agreement), such electronic or telephonic (including verbal) signature, authorization, acceptance or agreement shall have the same effect as if given under a written instrument that is physically signed by PROVIDER.

Electronic Signature. When logged in as a Customer Admin on the Platform, you acknowledge and agree that by opening the Pronto Customer PAL Services Agreement and clicking on the corresponding checkbox, you are executing this Agreement electronically and are accepting all of the terms and conditions set forth herein. Customer’s electronic signature shall have the same force and affect had Customer physically signed this Agreement. Electronic signatures are governed under the Federal Electronic Signatures in Global and National Commerce Act, any Electronic Signatures and Records Act of a state jurisdiction, or any similar state law based on the Uniform Electronic Transactions Act, and the Parties hereby waive any objection to the contrary.

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