Solar Energy Industries Association Membership Terms and Conditions  

These Terms and Conditions apply to membership in the Solar Energy Industries Association (“SEIA” or “Association”).  These Terms and Conditions are fully incorporated by reference into SEIA’s Membership Application and Agreement (the “Application” or “Agreement”) and become effective as of the date of signing of the Agreement (“the Effective Date”) between SEIA and the entity identified below (“Member”).   

I. Terms and Conditions 

1. Membership.  By completing and signing the SEIA Membership Application and Agreement, Member certifies that the information provided in the Application is true and accurate to the best of its knowledge, information, and belief.  Member’s signature below represents its express agreement to be bound by these Terms and Conditions, which include adherence to the following: 

    Upon review and acceptance of Member’s Application and receipt of the membership Fee, SEIA hereby grants to Member a membership in the Association during the Term (as defined below), which entitles Member to the use of benefits associated with its selected membership level (“Benefits”) during the term of membership. SEIA Benefits and resources may only be used in a manner consistent with these Terms and Conditions. Membership and receipt and use of the Benefits are non-transferrable or assignable by Member, and may not be shared with third parties, including Member’s partners, parent companies, affiliates, or subsidiaries.  Membership benefits are subject to change at SEIA’s sole discretion. 

    2. Term of Membership. Membership in the Association is for one year (“Term”), commencing from the later of 1) the date that SEIA receives Member’s membership fee (“Fee”) associated with Member’s selected membership level; or 2) the date that SEIA approves Member’s completed Application.

    In the case of renewals, the start date for membership and due date for membership fees will be based on the starting month and day of Member’s initial year of membership.

    3. Termination. This Agreement may be terminated by SEIA upon written notice to Member if Member is in violation of this Agreement or Association policies.

    Membership shall automatically be terminated if Member is more than sixty days late with its membership fees or assessments. Termination of this Agreement for any reason, other than a breach of this Agreement by SEIA, will not affect Member’s obligation to pay the Fee set forth herein.

    4. Membership Level and Fee. Membership fees are non-refundable unless SEIA rejects Member’s Application. Failure to pay membership fees when due may result in suspension or termination of membership benefits, at SEIA’s sole discretion.

    5. Warranties/Indemnities/Assumption of Risk/Limitation on Liability. SEIA and Member warrant and represent that they are duly authorized to enter into this Agreement. Member further agrees to act in furtherance of the mission, vision, and the goals of the Association. IN CONSIDERATION OF MEMBERSHIP IN THE ASSOCIATION AND ACCESS TO THE BENEFITS, MEMBER ASSUMES ALL RISKS ASSOCIATED WITH ITS MEMBERSHIP, USE OF THE BENEFITS, AND ANY AND ALL MATERIALS AND CONTENT MADE AVAILABLE TO IT HEREUNDER. FOR CLARITY, ALL BENEFITS ARE PROVIDED WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AND SEIA EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. As used in this section, SEIA shall include its directors, officers, partners, predecessors, successors and assigns, and employees, both current and future (the “SEIA Parties”).

    Member will indemnify, defend and hold SEIA and the SEIA Parties harmless from and against any and all third-party claims, damages, costs and expenses arising out of or relating to its receipt and use of the Benefits or its breach or alleged breach of this Agreement. EXCEPT ARISING OUT OF MEMBER’S INDEMNIFICATION OBLIGATIONS OR FOR FAILURE TO PAY THE FEE WHEN DUE: IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY MEMBER TO SEIA FOR MEMBERSHIP IN THE THEN-CURRENT TERM AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE, PROFITS OR SAVINGS EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. This section will survive the expiration or termination of this Agreement.

    6. Ownership. Member hereby acknowledges and agrees that, in becoming a Member and receiving access to the Benefits, Member does not acquire any right, title or interest in or to any SEIA Benefits or materials. Additionally, to the extent that Member provides input, creates or is involved in the creation of any content, materials, product, service or other invention or work of authorship or portion thereof (collectively “Materials”) for, on behalf of, or in collaboration with SEIA (“SEIA Materials”), Member hereby acknowledges and agrees that all such Materials are and will be the sole property of SEIA, and Member shall have no rights to use such Materials other than in furtherance of the goals of SEIA as directed by SEIA in its sole discretion. Member will execute all documents reasonably requested by SEIA to protect its ownership interest in such Materials. Notwithstanding the foregoing, Member will retain ownership in and to Materials (a) it can prove by written documentation were existing and owned by Member prior to the Effective Date or (b) that were created by Member for its own purposes and not on behalf of SEIA and without use of or reliance on SEIA Materials except where otherwise permitted by SEIA or under applicable law.

    7. Confidentiality Member acknowledges that it may be exposed to certain information, documents, materials, plans, and/or property related to SEIA or its activities, and affiliated groups and their activities (“SEIA Materials”), that may be considered confidential or proprietary, including but not limited to financial information, member information, trade secrets, data, intellectual property, or other information (“Confidential Information”). Member agrees not to use or disclose, or to cause or allow to be used or disclosed, at any time during or after the term of this Agreement, any Confidential Information of SEIA or others, except as specifically provided for in this Agreement or as otherwise specifically authorized in writing by SEIA or the owner of such Confidential Information, and to return, delete, or destroy (at SEIA’s option) all such SEIA Materials and Confidential Information upon termination or expiration of the Agreement. For the avoidance of doubt, Confidential Information does not include information rightfully disclosed to the Member by a third party with no obligation of confidentiality, or that is or becomes available from public sources through no wrongful act of the Member.  

    Member  acknowledges that any breach of these obligations of confidentiality may result in immediate and irreparable damage to SEIA and its affiliates, therefore SEIA shall be entitled to seek from any court of competent jurisdiction preliminary and permanent injunctive relief and an accounting of all profits and benefits arising out of such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which SEIA may be entitled. Member shall be responsible for any and every violation of these confidentiality provisions by its shareholders, directors, officers, employees, agents, advisors, and/or affiliates. 

    Member acknowledges and SEIA agrees that Member may disclose Confidential Information in confidence directly or indirectly to federal, state, or local government officials, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or regulation or making other disclosures that are protected under the whistleblower provisions of state or federal laws or regulations. Member may also disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal. Nothing in this Agreement is intended to conflict with federal law protecting confidential disclosures of a trade secret to the government or in a court filing, 18 U.S.C. § 1833(b), or to create liability for disclosures of Confidential Information that are expressly allowed by 18 U.S.C. § 1833(b).

    8. Publicity. Member may grant to SEIA the right to use Member’s name and logo (as provided by Member from time to time) in promotion of Member’s membership in the Association, and may opt to be listed in SEIA’s online directory.

    Member may include the SEIA name and/or logo on its website and may identify itself as a member of SEIA. Member may not use SEIA’s name, logo, or other trademarks for any commercial purposes, including any promotional, advertising or other public communication without SEIA’s express written consent. Member may not use the SEIA’s trademarks to state or imply SEIA endorsement of Member or Member’s products, services, or positions.

    9. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation under this Agreement (except for Member’s obligations to make payments to SEIA hereunder), when and to the extent such failure or delay is caused by or results from occurrences beyond the impacted party’s reasonable control (a “Force Majeure Event”), including but not limited to fire, explosion, strike, freight embargo, act of God or of the public enemy, war, civil disturbance, terrorism, act of any government, de jure or de facto, or agency or official thereof, labor shortage, transportation contingencies, unusually severe weather, default of manufacturer or a supplier, quarantine restrictions, epidemic or catastrophe. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause, provided, however, that in the event that the impacted party’s failure or delay remains uncured for a period of thirty (30) days or more following written notice given by it under this Section, either party may thereafter terminate this Agreement upon fifteen (15) days’ written notice.

    10. General. These Terms and Conditions are incorporated by reference into the SEIA Membership Application and Agreement and constitute the entire understanding of the parties with respect to the subject matter stated herein. The Agreement supersedes all previous understandings regarding the subject matter hereof.

    Nothing herein creates nor shall be interpreted to create any partnership, joint venture or other relationship by and between the parties, and neither party may represent itself as an employee, agent or representative of the other, nor may either party incur any obligations on behalf of the other party without the written consent of the other party, unless specifically authorized in this Agreement.

    No amendments or modifications to this Agreement shall be effective unless made in writing and signed by each party. No waiver of any breach of this Agreement, whether by conduct or otherwise, shall be deemed to be a waiver of any other or subsequent breach, and the failure of a party to enforce any provision hereof shall not be deemed to be a waiver of such party’s right to subsequently enforce such provision or any other provision of this Agreement. In the event that a court of competent jurisdiction holds any provision of this Agreement to be invalid, such holding shall have no effect on the remaining provisions of this Agreement and it shall continue in full force and effect; the parties shall endeavor to negotiate additional terms as feasible, in a timely manner, so as to fully effectuate the original intent of the parties, to the extent possible.

    All notices under this Agreement must be in writing.

    This Agreement is subject to the laws of the District of Columbia without regard to any conflict of laws provisions. Any claim to enforce this Agreement or relating hereto will be brought in a court of competent jurisdiction sitting in the District of Columbia.