Sungevity thanks you for the opportunity to work with your organization. The following Charitable Organization Royalty Agreement (the “Agreement”) is effective as of the date that Sungevity approves your Organization’s online application (the “Effective Date”). The Agreement is between the Section 501(c)(3) non-profit organization whose name and address are identified in the “Organization Information” section of the online application (“Organization” or “you” and “your” and the like), and Sungevity, Inc., a Delaware corporation located at 66 Franklin Street, Suite 310, Oakland, CA 94607 (“Sungevity,” or “we,” “us” and “our” and the like). The Agreement describes how Sungevity will license certain rights from Organization in exchange for the payment of a royalty to Organization (the Royalty Program”). Throughout this Agreement, Organization and Sungevity may be referred to as a “party” and collectively as the “parties.” The Agreement incorporates your Organization’s online application via Sungevity.org excluding the “additional comments” section.

1. ROYALTY. In exchange for the license to use certain of Organization’s name(s) (and acronym if applicable), trademark rights, logo, mailing list and certain other benefits set forth in this Agreement, Sungevity agrees to pay Organization a royalty payment calculated as follows: $750 per Sungevity residential solar system (“Sungevity System”) sold or leased to, and installed on the home of an eligible Recipient (defined below). Sungevity will make each Royalty Payment within 30 days of successful interconnection of the Sungevity System to the utility electric grid. Sungevity will be entitled to receive any and all tax benefits, if any, as a result of any such installed Sungevity Systems.
2. TERM OF AGREEMENT. The period commencing on the Effective Date and ending upon the expiration or termination of this Agreement is the “Term.” The initial Term of this Agreement will commence on the Effective Date and expire on 31 December of the same calendar year, unless earlier terminated as set forth below. The Agreement will automatically renew at the end of each Term for additional one year periods, unless a party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current Term.
3. ORGANIZATION UNDERTAKINGS. Organization agrees to undertake the following activities: (a) Distribute to Organization’s recipient list (“Recipients”) emails highlighting the Royalty Program and the Sungevity offer (based on the template provided by Sungevity pursuant to Section 4(a) and subject to Sungevity approval for any customizations made by Organization pursuant to Section 5); (b) License to Sungevity the right to use Organization’s name and logo consistent with Section 4 below; (c) Allow a letter to be mailed, emailed or otherwise distributed on Organization’s letterhead announcing the Royalty Program to Organization’s contacts; (d) Allow Sungevity to utilize such reasonable amount of space within Organization’s website to post Sungevity’s banner and link information; and (e) Such other activities as mutually agreed by the parties.
4. SUNGEVITY UNDERTAKINGS. Sungevity agrees to undertake the following activities: (a) Provide Organization with an email template in trackable form that highlights the Sungevity offer that Organization may send to individuals on Organization’s mailing list; (b) Develop and create a landing page on Sungevity.org for your Organization (using your Licensed Marks pursuant to the below terms); (c) Provide regular reporting on the Sungevity Systems sold or leased to, and installed on the home of eligible Recipients (defined below) - either by emailing reports periodically, or by granting your Organization limited access to Sungevity’s customer relationship management tool (CRM or the “Portal”), subject to any applicable terms of use; (e) Develop and place on your website a Sungevity banner and a link to a Sungevity-hosted landing page; and (f) Such other activities as mutually agreed by the parties.
5. ROYALTY PROGRAM PROMOTION. Organization may not alter the appearance and terms of the Royalty Program or any collateral (including the email template) provided by Sungevity without Sungevity’s prior written approval (email acceptable). Organization shall not make unauthorized statements or representations about Sungevity or its offers, including but not limited to any customer-specific representation concerning Sungevity’s willingness to enter into any agreement. Sungevity shall have sole responsibility for and control over the terms of any agreement to provide Sungevity products or services to any prospective customers. Sungevity may reasonably require that any promotion of the Royalty Program occur in stages according to a Sungevity approved schedule. Organization must seek Sungevity approval at least two business days prior to engaging in any new promotional activities with reasonable detail about the expected activity (e.g. number of Recipients for planned communications, etc), and will include Sungevity on the final release (i.e. by including info@sungevity.org in the distribution).
6. ROYALTY PAYMENT RESTRICTIONS. The Royalty Payment will only apply to Eligible Recipients (defined below) who (a) sign a contract with Sungevity to purchase or lease a Sungevity System within six months of requesting the iQuote® solar estimate and during the Term of this Agreement, and (b) whose Sungevity System has been installed and interconnected to the electrical grid.
7. ELIGIBLE RECIPIENT. An Eligible Recipient means a Recipient who: (a) Uses Organization’s tracking code in requesting an iQuote® solar estimate; (b) Has never previously requested an iQuote® solar estimate; PROVIDED, HOWEVER, that if the Recipient has requested an iQuote® solar estimate previously, then the Recipient may still be be eligible if one of the three following conditions is met: (1) the iQuote® is not tagged with another party’s tracking code, and the Recipient specifically requests that his or her iQuote® solar estimate be tagged with Organization’s tracking code; or (2) the iQuote® is tagged with another party’s tracking code and the Recipient specifically requests that his or her iQuote® solar estimate be tagged with Organization’s tracking code AND the other party’s rights to a royalty or other payment have expired; or (3) the iQuote® solar estimate is tagged with Organization’s tracking code but the Recipient has expired (>6 months pursuant to Section 6(a) above), but the Recipient requests another iQuote® solar estimate from Sungevity. HOWEVER in all cases Sungevity reserves the right to not pay a Royalty Payment with respect to any Recipient who would otherwise be eligible if Sungevity is already bound to pay a Royalty Payment or other payment with respect to such Recipient. Upon receiving a request for an iQuote® solar estimate from a Recipient, Sungevity will make commercially reasonable efforts to promptly determine whether the Recipient is an Eligible Recipient In the event that Sungevity determines at a later time that a Recipient is not an Eligible Recipient for the reasons above or if the Recipient directs or instructs Sungevity that he or she wishes to participate through a different Organization’s or partner’s Royalty Program or other offer, Sungevity will may exclude the Recipient from the Royalty Program and no Royalty Payment will be associated with that Recipient. In both cases, Sungevity will inform Organization via updates to the Recipient’s record in the Portal or via the reports (as applicable) pursuant to Section 4(c).
8. RIGHT TO CHANGE TERMS. Sungevity may reasonably change the Royalty Program terms (including but not limited to the Royalty Payment amount and payment terms), effective 15 days after Sungevity provides you written notice of the change (email acceptable). The Royalty Program terms that will apply for a specific Recipient will be those in effect on the date that the Recipient signs a Sungevity System purchase or lease agreement with Sungevity.
9. SUNGEVITY TRADEMARKS AND LOGOS. Organization will request and obtain written approval from Sungevity before production, distribution, publication or other communication by Organization of any Royalty Program marketing materials including depictions of Sungevity Licensed Marks (defined below). To request permission, send an email to your current Sungevity Marketing Team contact with your proposed marketing materials. Sungevity will typically respond within five business days. All marketing materials must be in accordance with Sungevity’s Branding Guidelines, Sungevity Trademark and Copyright Guidelines, and the terms of the License below. Organization may use the Sungevity trademarks, marks, tradenames including logos that are identified for Organization’s use or otherwise provided to Organization in writing (“Sungevity Licensed Marks”) subject to a limited, nontransferable, revocable right and license which Sungevity grants Organization solely in connection with the Royalty Program (“License”). Organization agrees to strictly follow the Sungevity Branding Guidelines and the Sungevity Trademark and Copyright Guidelines. Sungevity reserves the right to modify the guidelines or License, or to revoke the License, at any time in its sole discretion. As between the parties, all rights in and to the Sungevity Licensed Marks are owned Sungevity, and Organization will do nothing inconsistent with such ownership. All uses of the Sungevity Licensed Marks shall inure to the sole benefit of and be on behalf of Sungevity. Organization will not alter any Sungevity Licensed Marks and will use only exact reproductions thereof as supplied by Sungevity. Organization will use the universal "®", "TM" or "SM" symbol when displaying the Sungevity Licensed Marks as appropriate. If Organization provides a testimonial to Sungevity with respect to its participation in the Royalty Program, Sungevity may use such testimonial in Sungevity’s general promotion of Sungevity.org and its charitably royalty programs. In addition, Organization grants Sungevity the right to reasonably use the Organization’s Licensed Marks in connection with Sungevity’s general promotion of Sungevity.org and its charitable partner programs.
10. ORGANIZATION TRADEMARKS AND LOGOS. Sungevity may use your Organization’s name and trademarks, marks and tradenames, including the logos that are uploaded as part of the online application or otherwise provided to Sungevity for its use (the “Logos” and collectively the “Organization Licensed Marks”), solely in connection with the Program subject to a limited, nontransferable, revocable right and license which Organization grants to Sungevity. Organization grants Sungevity the right and license to reasonably use Organization’s Licensed Marks in connection with Sungevity's general promotion of similar referral programs. As between the parties, all rights in and to Organization’s Licensed Marks are owned by Organization, and Sungevity will do nothing inconsistent with such ownership. All uses of Organization’s Licensed Marks shall inure to the sole benefit of and be on behalf of Organization. Sungevity will use Organization’s Licensed Marks in accordance with any of Organization’s guidelines as provided by written notice from time to time. Sungevity will not alter any of Organization’s Licensed Marks and will use only exact reproductions thereof as supplied. Sungevity will use the universal "®", "TM" or "SM" symbol when displaying the Organization Licensed Marks as appropriate. At Organization’s reasonable request, all depictions of Organization’s Licensed Marks which Sungevity intends to use will be submitted to Organization for approval. You agree to respond within five business days to such requests for approval. Failure to approve or reject such materials and content with such period will be deemed as approval.
11. INDEMNIFICATION. Each party (the “indemnifying party”) agrees to protect, indemnify, defend and hold harmless the other party (the “indemnified party”), all of the indemnified party’s affiliates, and their directors, officers, agents and employees, from all third-party claims, actions, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, settlements, penalties, costs and expenses, including reasonable attorney fees (collectively, “Claims”), incurred by the indemnified party resulting from or in connection with any act, omission or misrepresentation by the indemnifying party constituting negligence or willful misconduct. Sungevity further agrees to indemnify Organization against any Claims arising out of any damage to property, bodily injury, illness, or death of a third party caused by any Sungevity product or service provided as a result of the Royalty Program. Organization further agrees to indemnify Sungevity against any Claims arising out of any noncompliance by Organization with any covenant or agreement contained in the Agreement. These indemnification obligations shall survive the expiration or termination of the Agreement.
12. TERMINATION. Either party may terminate the Agreement (a) in its discretion upon 30 days written notice to the other party, or (b) upon written notice if (1) the other party ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is the subject of any liquidation or insolvency proceeding which is not dismissed within 90 days, or makes any assignment for the benefit of creditors, or (2) the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after written notice of the breach. In the event of termination, each party will immediately discontinue references in any manner to its relationship with the other party. Unless Sungevity terminates the Agreement due to Organization’s uncured breach, Sungevity will continue to make any remaining Royalty Payments to which Organization is entitled.
13. AUTHORITY. Each party warrants that it has the necessary power and authority to enter into this Agreement, to grant and assign the rights granted and assigned under this Agreement, and to perform its contractual obligations. Organization warrants that (1) it does not, and will not during the Term, hold any licenses issued by the California State Contractors License Board, and (2) it has received from Recipients all necessary permissions to allow the distribution of the Royalty Program materials and/or communications.
14. CHOICE OF LAW. This Agreement shall be governed by the laws of the State of California, without regard to its provisions on conflicts of law, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in California, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in California, such personal jurisdiction shall be nonexclusive.
15. ARBITRATION. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Alameda County, California, before one arbitrator. At the option of the first to commence an arbitration, the arbitration shall be administered either by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.
16. NO CONSEQUENTIAL DAMAGES. EXCEPT FOR A BREACH BY EITHER PARTY OF ITS OBLIGATIONS WITH RESPECT TO INTELLECTUAL PROPERTY UNDER SECTIONS 9 OR 10, OR WITH RESPECT TO BREACH OF SECTION 13, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 11, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER PARTY OR TO ANY OTHER ENTITY FOR ANY LOST PROFITS, COSTS OF COVER, OR OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY.
17. ASSIGNMENT. This Agreement is not assignable by either party without the prior written consent of the other party, not to be unreasonably withheld. However, (a) Sungevity may assign this Agreement in connection with the sale or other transfer of substantially all of Sungevity’s equity or assets to which this Agreement relates, and (b) the Agreement shall be binding upon and shall inure to the benefit of the parties’ respective successors and permitted assigns.
18. NO THIRD PARTY BENEFICIARIES. The Agreement inures to the benefit of Sungevity and Organization only, and no third party shall have any rights under the Agreement except as is expressly provided in the Agreement.
19. IMPOSSIBILITY. Neither Sungevity nor Organization shall be deemed to be in default of any provision of the Agreement, or for failures in performance, resulting from acts or events beyond its reasonable control (a “Force Majeure Event”) for the duration of the Force Majeure Event. Such Force Majeure Events shall include, but are not limited to acts of God, civil or military authority, terrorists, civil disturbance, war, strikes, fires, other catastrophes, labor disputes, parts shortages, or other events beyond Sungevity's or Organization’s reasonable control.
20. WAIVER AND BREACH; SEVERABILITY. The waiver by either party of any default or breach of the Agreement shall not constitute a waiver of any other default or breach. Should any provision of the Agreement be held invalid or unenforceable in any court of competent jurisdiction, such invalidity or unenforceability shall not render invalid or unenforceable any other part or provision of the Agreement.
21. INDEPENDENT CONTRACTORS. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, or agency relationship between the Parties.
22. NOTICES. Unless otherwise specified in this Agreement, any notice required or permitted to be given under this Agreement shall be given in writing and shall be deemed effectively given (a) upon transmission by email; (b) upon personal delivery; (c) two business days after deposit with a nationally recognized overnight delivery service; or (d) five business days after mailing via registered or certified mail, postage prepaid, return receipt requested. All notices shall be delivered to Organization to the address or email address set forth in the online application, or to Sungevity to the following address: Attention: Relationship Marketing Manager, Sungevity, 66 Franklin Street Suite 310 Oakland CA 94607 partner@sungevity.com with a copy to Attention: Legal Department, Sungevity, 66 Franklin Street Suite 310 Oakland CA 94607 legal@sungevity.com. Each party may designate a different address by giving 10 days’ prior written notice to the other party.
23. ENTIRE AGREEMENT AND AMENDMENTS. The Agreement represents the entire agreement between the parties on this matter and supersedes any and all prior understandings, agreements, representations or undertakings. The Agreement is not subject to amendment, change or modification except by a written document signed by both parties.
24. AUTHORITY OF PERSON ENTERING THIS AGREEMENT. The person completing the online application for Organization represents and warrants that he or she is duly authorized by Organization to enter into this Agreement on Organization’s behalf by clicking on the “Agree” box below and submitting the Organization’s application.