SOLAR ENERGY WORLD
COMMUNITY ADVANTAGE PROGRAM
Terms and Conditions

1. Definitions
a. “Company Offerings” means certain products or services made available for purchase or lease through the Site and/or Company representative for use by a purchaser.
b. “Link” (also known as an Affiliate Link) means a uniquely identifiable link assigned by Company to Affiliate to be used on the Channels and which tracks purchases of Company Offerings through the Channels.
c. “Site” means the co-branded landing page provided by Solar Energy World and all affiliated domains, subdomains and landing pages present and future.
d. “FEA Discounts” means any additional discounts offered under Company’s field enablement or equivalent promotional programs applicable to the relevant sale and expressly referenced in the Program Addendum.
f. “Program Addendum” means the addendum attached to and incorporated into this Agreement that sets the Program terms, compensation, and offer mechanics.
g. “List Price” means listed price for all hardware and labor before any discounts are applied.
h. “PTO” means Permission to Operate and occurs after installation is completed and local municipality inspections are completed.
i. “Personal Information” means information provided to Company by Comcast or that Company creates, collects, or otherwise Processes, that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer, Comcast employee, household, or device, and includes information that is lawfully made available from federal, state, or local government records.  
k. “Privacy Laws” means all applicable laws, rules, regulations, decrees, or other enactments, orders, mandates, or resolutions relating to privacy, data security, and/or data protection, and any implementing, derivative or related legislation, rule, and regulations as amended, extended, repealed and replaced, or re-enacted, as well as any applicable industry self-regulatory programs (including the Digital Advertising Alliance Self-Regulatory Principles) related to the collection, use, disclosure, and security of Personal Information. 
2. Company Rights and Obligations
a. Company will (at its sole cost and expense):
i. make the Link available to Affiliate, subject to the terms and conditions of this Agreement;
ii. track, monitor, and record (1) sales of Company Offerings made via a customer clicking the Link; and
iii. process and fulfill accepted orders for Company Offerings made via a customer clicking the Link in accordance with applicable legal requirements. For the avoidance of doubt, all sales on the Site are between Company and the purchasing customer, and this Agreement shall not govern any sales on the Site.
b. Company may (in its sole discretion):
i. accept or reject any order for Company Offerings (including rejecting any order that does not comply with certain requirements of Company); and
ii. modify the Link from time-to-time.
3. Commissions
a. Affiliate is entitled to a fee per installation of the Company Offerings made via a customer clicking the Link (as set forth in the cover page to this Affiliate Agreement) (the “Commission”); provided that Affiliate is not in breach of, and the purchase is made in accordance with, this Agreement. Company will pay Affiliate the Commission within sixty (60) days from the end of the month in which the customer reached PTO eligibility. Affiliate must notify Company in writing of any dispute relating to the applicable payment of the Commission within seven (7) days from the date of payment; otherwise, Company’s payment of the Commission will be deemed to be accepted by Affiliate and may not be further disputed. Affiliate’s sole and exclusive compensation under this Agreement will be the Commission. Payment of Commissions will be subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law.
b. Only a valid Link obtained from Company will be tracked for purposes of calculating the Commission.
c. Affiliate will not be entitled to Commission for any purchase by a customer:
i. who is associated with any other Company reseller, affiliate, referral, or other third party that participates in a marketing, promotional, or advertising program or campaign operated by Company;
ii. that Company can provide is the result of fraud, which includes but is not limited to, purchases that are made through the use of software that generates real or fictitious information or multiple accounts from the same customer; or
iii. that is in violation of any of Company’s policies or documentation or separate sales agreement with such customer.
4. Affiliate Rights and Obligations.
a. Affiliate shall, at its sole cost and expense:
i. refer to the Company purchasers and other potential customers of Company Offerings in accordance with the terms and conditions of this Agreement;
ii. promote, market, and advertise the Company Offerings, on a non-exclusive basis, to customers and other potential customers in a manner aligned with the Company’s brand, integrity and quality; and
iii. display the Link only on the Channels.
b. Affiliate will comply with relevant rules and regulations promulgated by the Federal Trade Commission (“FTC”).
5. Advertising, Endorsements, and Content Approval
a. Affiliate must ensure all marketing and promotional materials about Company or its products and services are truthful, not misleading, and comply with applicable laws. Affiliate may only use pricing, discounts, incentives, savings claims, warranties, or financing terms that are provided or approved in writing by Company. Affiliate must clearly disclose its paid relationship with Company where required. All materials referencing Company or its offers must be approved by Company in advance. Upon notice from Company, Affiliate must promptly remove or correct any unapproved or noncompliant materials, no later than 24 hours.
6. Marketing Compliance
a. Affiliate may not make marketing calls or send marketing texts on behalf of Company unless it has obtained valid consumer consent as required by law, including written consent where applicable. Affiliate must comply with all telemarketing and texting laws, including the TCPA, TSR, and state do-not-call rules. Affiliate must: (1) keep records of consumer consent and opt-outs, and (2) honor opt-out and do-not-call requests promptly.
b. Affiliate must provide consent and campaign records to Company upon request and must immediately stop any campaign that Company determines poses legal or compliance risk.
c. Affiliate must comply with CAN-SPAM and applicable state email laws for any Company-related emails. Emails must include accurate information, clear identification, a valid physical address, and a working unsubscribe link that is honored promptly. Affiliate may not use purchased or third-party email lists for Company promotions without Company’s prior written approval and documented proof of consumer consent.
7. Lead Integrity
a. Affiliate represents that all leads provided to Company are collected lawfully, through approved channels, and with valid consumer consent for the intended method of contact.
b. Affiliate may not use sub-affiliates, lead brokers, traffic networks, or third-party publishers to promote Company or generate leads without Company’s prior written approval.
c. Upon request, Affiliate must promptly provide information about lead sources and proof of consent. Company may reject or withhold payment for leads that are invalid, duplicate, fraudulent, or noncompliant.
8. Remedies
a. In addition to other remedies, Company may withhold, offset, or claw back commissions for any lead that is invalid, duplicate, fraudulent, lacks required consent or proof of consent, results from unapproved marketing, or cancels prior to PTO or within the period specified in the Commission Schedule. Company’s good-faith determination will control.
9. Solar Energy Compliance
a. Affiliate will comply with all federal, state, and local laws applicable to advertising and marketing of solar products and home-improvement services, including any licensing, permitting, door-to-door, and utility or energy marketing requirements. Affiliate will not provide legal, tax, or financial advice and will not make statements about incentives, tax credits, utility bill savings, production, or payback other than Company-approved copy. Affiliate will not imply that government entities, utilities, or tax authorities endorse Company’s products.
10. 501(c)(3) Specific Compliance
a. If Affiliate is recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, Affiliate represents that it will maintain such status during the Term and will not undertake Program activities that would jeopardize its tax-exempt status, constitute prohibited private benefit or private inurement, or constitute intervention in a political campaign. Company will not require Affiliate to make endorsements, ratings, or comparative claims; any acknowledgments of Company will be limited to factual, value-neutral identification (e.g., name, logo, URL, product or service listings) unless Affiliate elects, in its sole discretion, to run paid advertising content. Nothing in this Agreement requires Affiliate to use calls-to-action or inducements that Affiliate deems inconsistent with its charitable mission or policies. Company will direct all payments only to Affiliate (and not to any individual insider) and will not provide goods, services, or other consideration to Affiliate in exchange for such payments beyond what is expressly set out in the Program.
11. Term and Termination.
a. This Agreement will commence on the Effective Date and continue for an initial term of one (1) month (the “Initial Term”), unless earlier terminated in accordance with this Section.
b. Following the expiration of the initial pilot period, this Agreement shall automatically renew on a month-to-month basis.
c. Company, at its sole discretion may, extend, shorten or terminate the Agreement at any time in its sole discretion.
d. Upon any termination of this Agreement: (a) Company will pay Affiliate any and all Commission due prior to the effective date of termination; (b) Affiliate will return or destroy all Confidential Information; (c) Affiliate will immediately cease all use of Company’s Marks; (d) Affiliate will delete the Link and all references to Company from all Channels and any other location where any such reference is displayed or otherwise contained; and (e) all causes of action and any provisions that, by their terms, are intended to survive termination, will survive.
12. Intellectual Property.
a. Company hereby grants to Affiliate, subject to the terms of this Agreement, a non-exclusive, royalty-free, non-transferable, and non-sublicensable license, during the term of this Agreement, to use, without modification, Company’s trademarks, trade names, service marks, and logos (“Marks”) that are displayed in any promotional, marketing, or promotional materials Company provides to Affiliate (“Promotional Materials”) solely to promote, market, and advertise the Company Offerings to customers and potential customers in accordance with this Agreement (but not separate or apart from such Promotional Materials). Affiliate will NOT: (a) use the Marks for any purpose other than as expressly permitted in this Section without Company’s prior written approval; or (b) alter, change, or modify the Marks or the Promotional Materials.
b. Company hereby reserves all rights not expressly granted to Affiliate under this Agreement. Company will remain the sole and exclusive owner of all right, title and interest in and to the Marks, Promotional Materials, Site, Link, and Company Offerings (including any and all updates, modifications and/or improvements to any of the foregoing).
13. Representations and Warranties.
a. Each party represents and warrants to the other that:
i. it is a business entity duly organized and in good standing as required under all jurisdictions where it does business;
ii. this Agreement constitutes a legal, valid and binding obligation enforceable against such party; and
iii. it has all necessary and sufficient rights, licenses, certifications, consents, approvals, waivers, authorizations, and permissions to have the full right, power and authority to enter into this Agreement and to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement.
14. Indemnification. Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party and its employees, directors, officers, agents, and representatives (the “Indemnified Party”) from and against any actual or threatened third-party claims, damages, liabilities, and costs (including reasonable attorneys’ fees) arising out of or in connection with the Indemnifying Party’s negligence or willful misconduct, breach of this Agreement, products or services, or promotional, marketing, or advertising practices or materials. The Indemnified Party will provide the Indemnifying Party with prompt written notice of any claim subject to indemnification under this Section and will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s cost and expense.
15. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS, (ii) A PARTY’S BREACH OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, (iii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iv) AFFILIATE’S BREACH OF ITS MARKETING, COMPLIANCE, OR APPLICABLE LAW OBLIGATIONS, IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY COMPANY TO AFFILIATE UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16. Personal Information. With respect to any personal information received from Disclosing Party, Company agrees that it shall:
a. Use such Personal Information solely in accordance with applicable Privacy Laws and only for the limited and specific purposes set forth in this Agreement;
b. Not sell, share, or otherwise disclose the Personal Information to any third party, whether for monetary or other valuable consideration, or for cross-context behavioral advertising, as defined under applicable Privacy Laws, or for any other purpose;
c. Not combine the Personal Information with any other personal information that Company receives from another person or collects independently;
d. Implement and maintain industry-standard administrative, physical, and technical safeguards to protect the Personal Information from unauthorized access, use, or disclosure; and
e. Not use, share, disclose, or otherwise exploit any reporting data derived from the Personal Information for any purpose 
17. General.
a. Confidentiality. “Confidential Information” means any non-public information provided by either party to the other that is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, any trade secrets and information about a party’s business, customers, technology, products, or services. Each party may only use Confidential Information of the other party to perform its obligations or exercise rights expressly set forth under this Agreement. Neither party shall disclose any Confidential Information to any third party, except to its employees or consultants with a legitimate need-to-know who are under confidentiality obligations that are at least as restrictive as those set forth in this Agreement. Each party will take every reasonable precaution to protect the confidentiality of Confidential Information of the other party and will be solely responsible and liable for any acts or omissions of third parties to whom it discloses such Confidential Information.
b. Insurance. Affiliate will maintain during the Term: (i) Commercial General Liability insurance with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate; and (ii) Technology Errors &and Omissions/Cyber Liability insurance with limits not less than $2,000,000 aggregate, covering privacy liability, regulatory investigations/finesinvestigations and fines where insurable, network security, media liability, and breach response costs. Upon request, Affiliate will provide certificates of insurance and will name Company as an additional insured on the CGL policy to the extent available.
c. Entire Agreement. This Agreement is the sole and entire agreement of the parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous discussions, correspondence, understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
d. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
e. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and will be considered to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated on the first page of this Agreement (or at such other address for a party as will be specified in a notice given in accordance with this Section).
f. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify this Agreement to achieve the parties’ original intent so that the transactions contemplated in this Agreement are performed to the greatest extent possible.
g. Amendments. No amendment to or modification of this Agreement shall be effective unless it is in writing and signed by each party.
h. Waiver. No waiver by any party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise stated in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will be, or be interpreted as, a waiver thereof. Further, no single or partial exercise of any right, remedy, power, or privilege hereunder will prevent any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
i. Assignment. Neither party will assign, transfer, delegate, or subcontract any of its rights or delegate any of its responsibilities under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section will be null and void.
j. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their permitted successors and permitted assigns.
k. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, gives any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
l. Electronic Signatures. Electronic signatures of the parties will authenticate this writing and have the same force and effect as manual signatures.
m. Counterparts. This Agreement may be executed in counterparts, each of which is considered an original, but all of which together are considered to be one and the same Agreement. Apart from anything to the contrary in the Notices or Electronic Signatures sections, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is considered to have the same legal effect as delivery of an original signed copy.
n. Titles/Headings. Headings are inserted for the convenience of the parties only and do not create any interpretations, rights, liabilities, or responsibilities in addition to the sections to which they apply.
o. Survival. The following provisions survive expiration or termination of this Agreement: Sections 5 (Advertising, Endorsements, and Content Approval), 6 (Marketing Compliance), 7 (Lead Integrity), 9 (Remedies), 11 (Data Privacy), 13(c) (Post-Termination Obligations), 14 (Intellectual Property), 15 (Representations and Warranties), 16 (Indemnification), 17 (Limitation of Liability), 18 (General), and 19 (Dispute Resolution), together with any provisions that by their nature are intended to survive.
18. Dispute Resolution.
a. Amicable Resolution. In the event a dispute arises out of or in connection this Agreement, the parties will make reasonable efforts to resolve the dispute through informal means.
b. Mediation. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. The costs of mediation will be paid equally by the parties. If the parties are unable to resolve the dispute through mediation, either party may choose to file suit in accordance with the provisions of this Agreement.
c. Choice of Law. Only Delaware law will be used to govern and adjudicate any matters arising out of or relating to this Agreement that cannot be settled through informal means.
d. Choice of Forum; Jurisdiction. Only the state and federal courts located in Wilmington, Delaware are the proper forum for bringing lawsuits relating to any matters arising out of or relating to this Agreement. Each party hereby submits to the jurisdiction of such courts in connection with any and all disputes arising under this Agreement.






 

EXHIBIT B
TO AFFILIATE AGREEMENT

Program Addendum


Community Advantage Program
Section 1. Program Term
1.1. This Addendum will commence on the Addendum Effective Date and continue for an initial six (6) month pilot period, unless earlier terminated in accordance with the Agreement.
Section 2. Consumer Offer
2.1. Discount. Company shall offer qualified consumers who are referred through Affiliate’s Channels a twenty percent (20%) discount off the applicable list price for Company Offerings (“Consumer Discount”).
2.2. Cash Rebate. In addition to the Consumer Discount, qualifying consumers shall be entitled to receive a cash rebate in the amount of five hundred dollars ($500.00) (the “Consumer Rebate”), subject to the following terms:
(a) The Consumer Rebate shall be triggered upon PTO of the installed system.
(b) The Consumer Rebate shall be funded by Company’s Marketing department and paid via Blackhawk in the form of ACH deposit to a checking account, PayPal, Venmo, or prepaid debit Mastercard, at the consumer’s election.
2.3. Modification of Consumer Offer. Company reserves the right to modify, limit, suspend, or terminate the Consumer Discount, Consumer Rebate, or any other element of the consumer offer at any time in its sole discretion at any time with or without notice.
2.4. No Exclusivity. The consumer offer described in this Addendum is provided on a non-exclusive basis. Affiliate acknowledges and agrees that Company may offer similar, identical, or more favorable terms to other affiliates, partners, or customers, and nothing in this Addendum shall be construed to grant Affiliate any exclusivity rights or most favored nation treatment.
Section 3. Commission Compensation
3.1. Tiered Payout Structure. In lieu of or in addition to the Commission structure set forth in the Agreement, Affiliate shall be entitled to receive the following tiered payments based on cumulative installation volume during the Program Term (the “Commission”):
Cumulative Installation Volume Payment per Installation
1st through 5th Installation $500.00 per installation
6th through 10th Installation $750.00 per installation
11th Installation and above $1,000.00 per installation
3.2. Payment Timing. Commission payments shall be made to Affiliate within sixty (60) days from the end of the month in which the customer reached PTO eligibility for each applicable installation, subject to Section 9 (Remedies).
3.3. Payment Processing. Affiliate shall be required to be set up in the Comcast accounts payable system to facilitate Commission payments. Affiliate agrees to provide all documentation and information reasonably required by Company to complete such setup.
3.4 Tax Liability. Affiliate shall be solely responsible for all federal, state, local, and other taxes imposed on Affiliate arising from or related to the Commission. Affiliate shall indemnify, defend, and hold harmless Comcast and its affiliates from and against any third-party claims, losses, or liabilities arising from Affiliate’s failure to pay such taxes or Affiliate’s failure to provide accurate tax documentation required for payment processing.
Section 5. Affiliate Obligations
5.1. Promotional Activities. Affiliate shall promote program awareness and the consumer offer through its communication Channels, including but not limited to emails, newsletters, electronic bulletin boards, and social media posts.
5.2. Co-Branding Approval. All promotional communications shall be co-branded with Company’s Marks and shall require prior written approval by Company before distribution or publication. Affiliate shall submit proposed communications to Company for review and approval, and Company shall respond within a commercially reasonable timeframe.
5.3. Brand Assets. Affiliate shall provide Company with high-resolution versions of Affiliate’s logo and any applicable brand guidelines to facilitate the creation of co-branded landing pages and marketing materials.
5.4. Compliance. Affiliate shall comply with all applicable laws and regulations, including but not limited to the rules and regulations promulgated by the Federal Trade Commission. If Affiliate is recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, Affiliate represents that it will maintain such status during the Program Term and will not undertake Program activities that would jeopardize its tax-exempt status, constitute prohibited private benefit or private inurement, or constitute intervention in a political campaign.
Section 6. Company Obligations
6.1. Consumer Offer. Company shall provide the Consumer Discount and Consumer Rebate as set forth in Section 2 of this Addendum, subject to Company’s right to modify such offer pursuant to Section 2.3.
6.2. Communication Kit. Company shall provide Affiliate with a communication kit containing approved marketing materials, promotional copy guidelines, required disclaimers, and approval requirements for co-branded communications.
6.3. Tracking Mechanism. Company shall provide Affiliate with a unique tracking mechanism and/or dedicated landing page for the purpose of lead tracking and attribution. Company will track, monitor, and record sales of Company Offerings made via customers using the Link or landing page.
6.4. Event Support. Upon reasonable request by Affiliate, Company shall provide in-person support at Affiliate-sponsored events and information sessions, subject to Company’s reasonable availability and scheduling requirements.
Section 7. Miscellaneous
7.1. Conflict. In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall control with respect to the subject matter hereof.
7.2. Incorporation. Except as expressly modified by this Addendum, all terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed.
7.3 Disqualification. Comcast reserves the right to disqualify any Affiliate staff and void the corresponding Commission of any person or Affiliate staff at its sole discretion, including anyone who is in violation of these Terms.