Enphase Installer Agreement
Updated: June 11, 2020
IF YOU ARE AN ENPHASE INSTALLER (“INSTALLER” OR “YOU”), AND HAVE BEEN INVITED TO PARTICIPATE IN EITHER OR BOTH OF THE ENPHASE LEADS PROGRAM AND/OR THE ENPHASE INSTALLER NETWORK (“EIN”) PROGRAM (EACH A “PROGRAM” AND TOGETHER THE “PROGRAMS”), THIS ENPHASE INSTALLER AGREEMENT (THE “AGREEMENT”) DESCRIBE THE TERMS AND CONDITIONS APPLICABLE TO YOUR PARTICIPATION IN EITHER OR BOTH OF SUCH PROGRAMS. YOU ARE NOT REQUIRED TO PARTICIPATE IN EITHER PROGRAM, BUT IF YOU DO NOT AGREE TO THE TERMS APPLICABLE TO THE PROGRAM, YOU MAY NOT PARTICIPATE IN THE PROGRAMS. You and Enphase are each referred to in this Agreement as a “Party” and together as the “Parties”.
General Terms and Conditions
- Participation. Participation in each Program is by invitation only. Enphase may invite Installer to participate in one or both Programs. If Enphase invites Installer to apply to participate in a Program, Installer may accept the invitation by enrolling as instructed by Enphase in Installer’s invitation. As part of the enrollment Installer must affirmatively agree to be bound by the terms of this Agreement. Once Enphase has confirmed Installer’s enrollment in writing Installer is a “Participant.” If Installer elects to participate in the Leads Program, the terms and conditions set forth in Appendix 1 of this Agreement will apply. If Installer elects to accept Enphase’s invitation to participate in the EIN Program, the terms and conditions set forth in Appendix 2 of this Agreement will apply.
- Term and Termination. This Agreement will commence on the earlier of (a) the date Installer submits its Leads preferences in the Enlighten network (where Installer has been invited to participate in the Leads Program); or (b) enrolls in the EIN Program (where Installer has been invited by Enphase to participate in the EIN Program). This Agreement will continue until terminated. Either Party may terminate this Agreement at any time and for any reason, or no reason, by providing the other Party with at least ten (10) days written notice. Notwithstanding the foregoing, Enphase may terminate this Agreement, or terminate Installer’s participation in one or both Programs immediately, upon notice, if Installer fails to meet the applicable Program requirements.
- Feedback. If Participant, in its discretion, provides any suggestions, comments, or other feedback to Enphase concerning Enphase products or services (“Feedback”), Enphase will be entitled to use the Feedback for any purpose without restriction or remuneration of any kind with respect to Participant and/or its representatives.
- DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ENPHASE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE PROGRAMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, QUALITY, BENEFITS OR AVAILABILITY OF ALL OF THE FOREGOING. CONTENT IS PROVIDED BY ENPHASE “AS IS,” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
- LIMITATION OF LIABILITY. NOTHING IN THESE TERMS IS INTENDED TO LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE OR FOR FRAUD, FRAUDULENT MISSTATEMENT OR FRAUDULENT MISREPRESENTATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WHERE ARISING IN CONNECTION WITH MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL ENPHASE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOST DATA, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ENPHASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH THIS AGREEMENT.
- Legal Compliance; Ethical Business. Participant will at all times comply with all applicable laws and regulations and will conduct its business in such manner as will reflect favorably on, and will not disparage, Enphase, Enphase products or services. Additionally, Participant will not engage in any deceptive, misleading, illegal or unethical business practice.
- Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between You and Enphase, notwithstanding the use of the term “partner” in this Agreement or the Program Guide. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this Agreement. Participant will not make any proposals, promises, warranties, guarantees, or representations on Enphase’s behalf or in Enphase’s name.
- Cooperation in Disputes. Participant will cooperate with Enphase regarding any inquiry, dispute or controversy in which Enphase may become involved and of which Participant may have knowledge. Such cooperation will include disclosure of relevant documents and financial information, and interviews of Participant’s personnel. Such obligation will continue after the expiration or termination of this Agreement.
- Notice. Notices provided under this Agreement (i) by Enphase will be sent to the individual that Participant identifies in its Enphase Enlighten instance as the administrator of Participant’s account; and (ii) by Participant will be sent to email@example.com.
- Governing Law; Venue.
- For Installers located and operating in the United States of America, the Agreement and Installer’s participation in the Program(s) will be governed by and construed in accordance with the laws of California without reference to any conflicts of law principles. Installer and Enphase consent to the exclusive jurisdiction of, and venue in, the state court of Santa Clara County, California, U.S.A., or the federal court of the Northern District of California, U.S.A., except nothing will restrict a party from seeking relief to protect its intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
- For Installers located and operating in the European Union, the Agreement Installer’s participation in the Program will be governed by and construed in accordance with the laws of England and Wales, except as otherwise required by applicable law.
- General. Installer will not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Enphase. Any assignment in violation hereof will be void. This Agreement (including the applicable Appendix or Appendices, as the case may be) constitutes the entire agreement between Enphase and Installer, and supersedes all previous communications, course of dealing representations and agreements, whether oral or written, between Installer and Enphase with respect to the subject matter hereof. No course of dealing or usage of trade may be invoked to modify this Agreement. The failure by Enphase to enforce at any time any of the provisions of this Agreement will in no way be construed as a waiver of such provisions. If any provision of this Agreement is unenforceable as written, the remainder of the Agreement will remain in effect and the unenforceable provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of this Agreement.