Enphase Installer Network (EIN) Program Terms and Conditions
Updated: October 13, 2022
IF YOU ARE AN ENPHASE INSTALLER (“Installer”, “Participant” OR “YOU”), AND HAVE BEEN INVITED TO PARTICIPATE IN THE ENPHASE INSTALLER NETWORK (“EIN”) PROGRAM (“PROGRAM”), THIS ENPHASE INSTALLER NETWORK PROGRAM TERMS AND CONDITIONS (THE “AGREEMENT”) DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO YOUR PARTICIPATION IN THE PROGRAM. YOU ARE NOT REQUIRED TO PARTICIPATE IN THE PROGRAM, BUT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE PROGRAM.
You and Enphase are each referred to in this Agreement as a “Party” and together as the “Parties”.
1. Participation. Participation in this Program is by invitation only. If Enphase invites Installer 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 accept Enphase’s invitation to participate in the EIN Program, the terms and conditions set forth in this Agreement will apply.
2. Participation Tiers. Enphase will allow each Participant to participate in the Program at the Silver, Gold, or Platinum level (each an “EIN Tier”) based on the criteria set forth in the Program Guide (the “Criteria”) available at https://enphase.com/installers/resources/ein (the “Program Guide”). In order to be, and remain, in a particular Tier and to receive the corresponding benefits (the “Benefits”), Participant must comply at all times with all of the Criteria applicable to such Tier. Enphase will conduct periodic reviews of Participant’s adherence to such Criteria and, based on the Participant’s performance and adherence to the Criteria, may change the Participant’s EIN Tier designation. Additionally, Enphase may disqualify the Participant from participating in the Program at any time and for any reason. If a Participant believes it has been incorrectly classified or disqualified, or wishes to have Enphase re-evaluate the EIN Tier assignment so that Participant may be moved to a different EIN Tier, Participant may contact EIN@enphaseenergy.comand request a re-evaluation no more than two (2) times each calendar year.
3. Program Benefits. Participant will receive the Benefits corresponding to their assigned EIN Tier, all as set forth in the Program Guide. Enphase may modify the Benefits from time to time in its sole discretion.
4. Enphase Community. To the extent that Participant is a member of the Enphase Community available at https://community.enphase.com/ (the “Community”), a badge indicating your EIN Tier will be displayed next to your nickname on the Community, by default. If Participant wish to change your nickname or the default display of your EIN Tier badge, please drop us an email at firstname.lastname@example.org. Notwithstanding anything in this Agreement, the Community terms shall additionally apply to Installer’s use of the Community.
5. Audit. If a Participant is in an EIN Tier that requires periodic quality audits of Participant’s Enphase product installation sites, Participant agrees to cooperate with Enphase in coordinating a reasonable number of such audits and to use commercially reasonable efforts to assist Enphase (or a non-competing, independent third-party auditor selected by Enphase) in obtaining customer permission and access to such sites so that Enphase may conduct such inspection. All such quality inspections will be conducted at Enphase’s sole cost and expense. Participants at the Platinum EIN Tier must provide such financial information as may be reasonably requested by Enphase (or an independent third-party auditor retained by Enphase) no more than once each fiscal year so that Enphase may determine whether Participant is qualified to participate in the Program at the Platinum level. Enphase will not share such confidential financial information with any third-party (other than the independent third-party auditor, as applicable) and will maintain it in strict confidence. Each Party will bear its own costs and expenses in connection with a financial audit hereunder.
6. Trademark License.
a. License Grant from Enphase. Subject to the terms and conditions in this Agreement, Enphase hereby grants Participant a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use the Enphase trademarks (the “Enphase Marks”) in the United States solely in accordance with (i) the Benefits applicable to Participant’s Tier, and (ii) applicable trademark usage guidelines published by Enphase at https://enphase.com/trademark-usage-guidelines. Enphase Marks include: (1) the Enphase logo, and (2) the Platinum, Gold, and Silver EIN Tier logos (each an “EIN Tier Badge”). Enphase may terminate the foregoing trademark license if, in its reasonable discretion, Participant’s use of the Enphase Marks tarnishes, Enphase determines that such use blurs or dilutes the quality associated with the Enphase Marks or the associated goodwill and such issue is not cured within 5 days of Enphase providing notice to Participant; alternatively, instead of terminating the license in total, Enphase may specify that certain of Participant’s uses may not contain the Enphase Marks. Title to and ownership of the Enphase Marks will remain with Enphase. Participant will not take any action inconsistent with Enphase’s ownership of the Marks, and any benefits accruing from use of such Marks will automatically vest in Enphase. Participant will not form any combination marks with Enphase’s Marks.
b. License Grant from Participant. Subject to the terms and conditions of this Agreement, Participant hereby grants Enphase a limited, non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use the Participant’s name and logos (the “Participant Marks”) for the purpose of identifying Participant as an installer of Enphase products and a participant in the Program. Participant may withdraw its approval of any use of the Participant’s Marks at any time in its sole discretion upon written notice to Enphase, which withdrawal will be effective promptly but in no case more than thirty (30) days from the date of Participant’s notice sent in accordance with Section 19 (Notice) below, provided that no such withdrawal will require the recall of any previously published or distributed materials. Participant may terminate the foregoing trademark license if, in its reasonable discretion, Enphase’s use of the Participant Marks tarnishes, blurs or dilutes the quality associated with the Participant Marks or the associated goodwill and such issue is not cured within 5 days of Participant providing notice to Enphase; alternatively, instead of terminating the license in total, Participant may specify that certain of Enphase’s uses may not contain the Participant Marks. Title to and ownership of the Participant Marks will remain with Participant. Enphase will not take any action inconsistent with Participant’s ownership of the Marks, and any benefits accruing from use of such Marks will automatically vest in Participant. Enphase will not form any combination marks with Participant’s Marks.
7. Installer Locator. Enphase hosts a webpage located at https://installers.enphase.com/locator.html that allows users to locate Enphase product installers in their geographic area (the “Installer Locator”). Enphase will respond to queries on the Installer Locator by listing the names, contact information, and EIN Tier Badge for each Participant in the requested geographic area. Applicable Participants will be displayed in order of EIN Tier (Platinum listed first, then Gold, then Silver).
8. 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.
9. 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.
10. Installations. Installer will ensure that any installation of Enphase products is completed in accordance with all applicable Enphase documentation made available to Installer by Enphase, including but not limited to the applicable product Data Sheet, Installation and Operation Manual(s) and the Quick Install Guide. For the avoidance of doubt, installations of Enphase products that do not comply with the requirements of this Section, may void the Limited Warranty.
11. Inventory Management. Installer will implement a first in first out (FIFO) inventory system for Installer’s sale of Enphase products. Installer will also manage the ordering, delivery and stocking of Products in a manner that will minimize the potential levels of excess or obsolete inventory of such products. At no time will Installer install any Enphase battery products after the “Energize By” date shown on the battery, nor any other Enphase products more than twenty (20) months from the date such products were manufactured.
12. Insurance. Installer will maintain during the term of this Agreement, at its own expense, a Commercial General Liability insurance policy including premises, operations, products liability, contractual liability, and completed operations coverage with a minimum limit of $1,000,000 per occurrence.
13. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ENPHASE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE PROGRAM, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, QUALITY, BENEFITS OR AVAILABILITY OF ALL OF THE FOREGOING. CONTENT IS PROVIDED BY ENPHASE “AS IS,” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
14. LIMITATION OF LIABILITY. NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE OR FOR FRAUD, FRAUDULENT MISSTATEMENT OR FRAUDULENT MISREPRESENTATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ENPHASE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOST DATA, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ENPHASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH IN THIS AGREEMENT.
15. Legal Compliance; Ethical Business. Installer must at all times comply with all applicable laws and regulations and will conduct its business in such manner as will reflect favorably on, and will not disparage, Enphase, Enphase products or services. Additionally, Installer must not engage in any deceptive, misleading, illegal or unethical business practice.
16. 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.
17. Term and Termination. This Agreement will commence on the date Installer 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 the Program immediately, upon notice, if Installer fails to meet the applicable Program requirements.
18. Governing Law; Venue.
a. For Installers located and operating in the United States of America, the Agreement and Installer’s participation in the Program will be governed by and construed in accordance with the laws of California without reference to any conflicts of law principles. Installer and 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 this Agreement.
b. For Installers located and operating in the European Union, the Agreement and Installer’s participation in the Program will be governed by and construed in accordance with the laws of England and Wales, except as otherwise required by applicable law.
19. Notice. Notices provided under this Agreement (a) by Enphase will be sent to the individual that Participant identifies in its Enphase Enlighten instance as the administrator of Participant’s account; and (b) by Participant will be sent to email@example.com.
20. 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 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.