THESE TERMS AND CONDITIONS CONSTITUTE THE ENTIRE AGREEMENT (“TERMS” OR “AGREEMENT”) BETWEEN ENPHASE ENERGY, INC. AND ITS SUBSIDIARIES (COLLECTIVELY, “ENPHASE”) AND THE INSTALLER REQUESTING PARTICIPATION IN THE ENPHASE INSTALLER NETWORK (THE “INSTALLER”). ENPHASE WILL NOT BE BOUND BY ANY TERMS OF INSTALLER’S THAT ARE IN ADDITION TO OR INCONSISTENT WITH THE TERMS HEREIN. ACCEPTANCE BY INSTALLER OF THESE TERMS WILL BE DEEMED UPON SUBMISSION OF THE ONLINE REGISTRATION FORM.

1. General
a. These Terms applies to all Installers who wish to participate in the Enphase Installer Network (the “Installer Network”). Acceptance of any Installer into the Installer Network by Enphase is made only on the express condition that the terms and conditions of these Terms shall govern. Any additional or different terms proposed by Installer shall be deemed material, are objected to, and are hereby rejected unless specifically accepted in a signed writing by an authorized representative of Enphase.

2. Enphase Installer Network Minimum Requirements
a. In order to become a member of the Installer Network companies must at a minimum: (i) have installed at least one Enphase system in the last six months; (ii) submit the online registration form and agree to these Terms; (iii) be in good financial standing; and (iv) be licensed, insured, and in good standing with all applicable local agencies including the Better Business Bureau or its equivalent.
b. Enphase reserves the right to reject any Installer applicant.

3. Installer Marketing & Promotion
a. Enphase will grant limited permission of the use of the Enphase Premium Installer logo or the Enphase Preferred Installer logo to all Installers that maintain their respective Installer Network status. Installer will be permitted to use the respective logo during the six month review period, during which time Enphase will monitor Installer’s marketing activity. If the required criteria is not maintained, Installer must remove the Enphase logo from all websites and collateral within 14 days of the end of the review period.
b. Installers will actively market and promote Enphase products including the pronounced display of the respective Enphase Premium Installer or Enphase Preferred Installer logo.
c. Installers agree to promote and sell Enphase product lines, including but not limited to, the Enphase Home Energy Solution, the Enphase Commercial Solution (where applicable), and the Enphase Microinverter and Storage Systems.
d. Enphase may consider any exceptions to the above terms on a case-by-case basis.

4. Lead Generation and Processing
a. Installer agrees to quote ONLY Enphase products in response to Enphase leads. Violation of this requirement will result in immediate removal from the Installer Network program.
b. Installer will make best effort to call all leads within one business day.
c. Installer will complete an installation assessment and quote for all customers within a timely manner.

5. System Activation in Enlighten Manager
a. All Enphase systems must complete the full Activation Checklist in Enlighten Manager (Level 5 System Activation) in order for the Installer to receive any program benefits.

6. Enphase Installer Network Partnership
a. Enphase and Installers will actively collaborate to effectively increase their sales; however, each company will remain an independent entity.
b. Installer agrees to fully and openly communicate the independent nature of each company to all customers.

7. Liabilities
a. Installer will continue to assume all installation liabilities.
b. Enphase products remain subject to the applicable Limited Warranty set forth on the Enphase website at https://enphase.com/en-us/warranties.

8. No Representations, Warranties or Endorsements
a. Enphase does not endorse, recommend, or warrant the work of any Installers participating in the Installer Network and makes no representations or warranties, express or otherwise regarding the Installer’s company or quality of work.

9. Installation Quality and Best Practices
a. Installer agrees to maintain high levels of installation quality.
b. Installer will follow all local laws, codes and regulations.
c. Installer will coordinate with Enphase to attend any required trainings.
d. Professional appearance and excellent customer service is expected.

10. Privacy
a. For purposes of this Agreement, “Customer Data” means any personally identifiable information including name, email address, telephone number and physical address that the customer supplies to Enphase through the Enphase Installer Network. Installer may only use Customer Data provided to them by Enphase for following up on Enphase leads in relation to the Enphase Installer Network. The Installer may not use Customer Data for any other purpose, including selling or sharing with third parties. The Installer confirms that: i) it will process customer data in strict compliance with applicable law; ii) appropriate safeguards are in place to protect Customer Data; iii) it will assist, as appropriate, in responding to individual’s requests around notice, choice, access, and privacy-related complaints; iv) all of its service providers will comply with these obligations relating to processing Customer Data; and v) it will notify Enphase if at any point they cannot meet these obligations and immediately remediate any unauthorized processing.

11. Audits
a. Installer agrees to periodic audits performed by Enphase or a third party auditing company. All Enphase installations are open to auditing activity.
b. Installer agrees to allow Enphase to contact all customers and any other contact who resulted from an Enphase lead.

12. Program Reviews
a. Program standing reviews will be performed at regular intervals. All Enphase installations and marketing activities performed by Installers are open to ongoing review. Reviews will take into account both quantitative and qualitative criteria, including but not limited to:
      i. Number of Enlighten Manager Activations to Level 5;
      ii. Proactive promotion of Enphase on websites, in advertising, promotions and similar digital advertising, and any other form of promotion such as displays or otherwise; and
      iii. Membership in various industry leading best practice organizations.
b. Installers are expected to maintain all program requirements. If Installer is found to be in violation of program requirements, membership will be suspended pending further review.

13. Termination
a. Enphase may terminate these Terms at any time without cause. Any termination of these Terms will be final and absolute. Except as otherwise expressly provided herein, Installer hereby waives any right, either express or implied by applicable law or otherwise, to continue these Terms or to any damages or compensation for any termination of these Terms in accordance with this Section. It is the express intent and agreement of the parties that neither will be liable to the other for damages or otherwise by reason of the termination of this Agreement as provided for herein.

14. Limitation of Liability
a. 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, 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 THESE TERMS, EVEN IF ENPHASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH IN THESE TERMS.

15. Indemnity
a. Installer will defend, indemnify, and hold Enphase and its affiliates, and their respective directors, employees, and agents, harmless from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties (including any distributor, installer or other customer of Installer) resulting from or relating to: (a) any acts or omissions of Installer, or its distributors, installers or agents, in marketing, selling, distributing, or installing Enphase products; or (b) any unauthorized representations, warranties, or guarantees made by Installer or its distributors and installers, or any of Installer’s or its distributors’, installers’ or customers’ employees or agents, relating to Enphase products, their installation or maintenance. Under no circumstances shall Installer enter into any settlement that involves an admission of liability, negligence or other culpability of Enphase or requires Enphase to contribute to the settlement without Enphase’s prior written consent. Enphase may participate and retain its own counsel at its own expense.

16. Governing Law
a. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to any conflicts of laws principles that would require the laws of another jurisdiction to apply. Installer and Enphase consent to the exclusive jurisdiction of, and venue in, the state court of Sonoma County, California, U.S.A., or the federal court of the Northern District of California, U.S.A., except nothing shall restrict Enphase 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.

17. Legal Compliance
a. Installer will at all times comply with all applicable laws and regulations.

18. General
a. Installer shall not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Enphase. Any assignment in violation hereof shall be void. This Agreement 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. The failure by Enphase to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions. If any provision of these Terms is unenforceable as written, the remainder of these Terms will remain in effect and the unenforceable provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in connection with the construction or interpretation of these Terms. The term “including” means “including without limitation”.