IMPORTANT: PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. This Terms of Use and End User Agreement (the “Agreement”) is a binding, contractual agreement between you (“you”) and Palmetto, Inc. and its subsidiaries and affiliates (collectively “we” or “Palmetto”) under which you may use our website and online services (the “Platform”) including, but not limited to, computer applications, scripts, browser plugins, applets, and websites. This Agreement applies solely to your use of our Platform, including all enhancements, versions, and modifications of the Platform.
SUBJECT TO APPLICABLE LAW, THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE THAT LIMITS YOUR RELIEF. READ THE MANDATORY ARBITRATION SECTION CAREFULLY.
By selecting the “I accept” check box or button, signing (including via electronic signature) or other mechanism designed to acknowledge acceptance of this Agreement, (a) you accept and agree to be bound by this Agreement on behalf of yourself and, if applicable, the entity for which you are acting, and (b) you represent and warrant that you have the right, power and authority to act on behalf of and bind yourself and, if applicable, the entity for which you are acting (you or any such entity, the “Platform User”).
If you do not accept this Agreement or you do not have the right, power and authority to act on behalf of and bind yourself or the entity on for which you are acting, DO NOT SELECT THE “I ACCEPT” CHECK BOX OR BUTTON, OR OTHERWISE CLICK ON ANY OTHER MECHANISM DESIGNED TO ACKNOWLEDGE ACCEPTANCE, in which case neither you nor any such entity will be permitted to access or use the Palmetto platform or associated services.
1. DEFINITIONS
1.1 “Palmetto Platform” or the “Platform” means Palmetto.com and any software, application, portal, web application or similar tool that Palmetto provides to customers, potential customers, the public, or any service providers or other partners.
1.2 “Platform Content” or “Content” means any information, data, content, and materials that Platform User or any other Authorized Users access or receive through the Palmetto Platform, which may include Palmetto Data and other Palmetto Confidential Information (as such terms are defined in the applicable Relationship Agreement).
1.3 “User” means an individual Platform user who accesses and uses the Platform on behalf of themselves as an individual.
1.4 “Ambassador” means an individual who registers as an ambassador to refer new customers to Palmetto.
1.5 “Account” means the registered account through which a User and/or Ambassador accesses the password-protected portions of the Platform.
INDIVIDUAL PLATFORM USER AGREEMENT
2. CONDITIONS OF USE
2.1 To access and use the Platform, you must be 18 years of age or older and located in the United States. By downloading, accessing, or using the Platform, you represent and warrant that (i) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country; and (ii) you are not listed on any United States government list of prohibited or restricted parties.
2.2 By downloading, accessing, or using the Palmetto Platform, you are indicating your: (i) acceptance of, and agreement to be legally bound by, all of the terms and conditions of this Agreement; and (ii) consent to the installation of any software including, but not limited to, scripts, browser plugins, applets, and mobile applications as part of the Platform on the computer or mobile device you are using to access the the Platform. If you do not accept and agree to this Agreement, you must not install, access or use the Platform.
3. THIRD-PARTY SERVICE PROVIDERS
3.1 You acknowledge that some or all the services may be provided by one or more service providers (individually and/or collectively “Service Provider”), where any Service Provider is a third party to this agreement. This agreement is between you and Palmetto, not Service Provider. To use the Platform, you may also be required to agree to be bound by terms and conditions specified by the Service Provider. You represent and warrant to Palmetto that as a condition of using the Platform you will abide by any required terms and conditions specified by the Service Provider.
3.2 In addition to other disclaimers and exclusions contained in this Agreement, Palmetto expressly disclaims to the maximum extent permitted by law: (i) any and all liability related to the Platform involving “content,” as defined in the PALMETTO SERVICES AND CONTENT section herein, which belongs to Service Provider; (ii) any and all liability related to maintenance or support with respect to the Platform provided by Service Provider; and (iii) any and all liability related to claims with respect to product liability, intellectual property rights, consumer protection, privacy, or failure to conform to any applicable legal or regulatory requirement involving Service Provider’s conduct or content
4. PALMETTO SERVICES AND CONTENT
4.1 Palmetto Platform. Subject to the terms and conditions of this Agreement (including, if applicable, payment of subscription fees), Palmetto will make available to User, on a hosted “as-a-service” basis, the Palmetto Platform and its associated functionality.
4.2 Account Credentials. If User creates an Account to access password-protected portions of the Platform, User will create or Palmetto will assign user IDs and passwords for the Palmetto Platform to Users (“Account Credentials”). User will protect the Account Credentials from unauthorized use or disclosure. User is solely responsible for any unauthorized use or disclosure of any Account Credentials.
4.3 Restrictions. Without limiting any other provision of this Agreement, User will not (a) access or use the Palmetto Platform or any portion thereof for any purpose or in any manner other than as expressly permitted under this Agreement; (b) attempt or purport to sell, lease, sublicense, assign, or transfer access to the Palmetto Platform or any portion thereof to any third party; (c) extract ideas, algorithms, procedures, workflows or hierarchies from the Palmetto Platform or any portion thereof, or otherwise attempt to reverse engineer the Palmetto Platform or any portion thereof, or use the Palmetto Platform or any portion thereof for the purpose of creating another product or service; (d) provide any means of access to, or otherwise display or transmit, the Palmetto Platform from or through any website (including by “framing” or “mirroring”) other than the website provided by Palmetto for such purposes; (e) remove any disclaimer, copyright, trademark, confidentiality, or other legal notice from the Palmetto Platform or any portion thereof (or any associated documentation or materials); (f) upload to, transmit through, process using, or store on the Palmetto Platform (i) any information, data, content, and materials that would infringe, misappropriate, or violate any third party’s rights, or that User does not have all necessary approvals, authorizations, consents, and licenses to provide to Palmetto, or (ii) any virus, worm, Trojan horse, time bomb, spyware, malware or other harmful or potentially harmful code; (g) use the Palmetto Platform or any portion thereof for any fraudulent or unlawful purpose or in any manner that would violate applicable law or the rights of any third party; or (h) interfere with or disrupt the Palmetto Platform or the servers, software or networks used to make the Palmetto Platform available. Palmetto will have the unrestricted right, but not the obligation, to monitor User’s use of the Palmetto Platform and all portions thereof. User will use the Palmetto Platform and all portions thereof in accordance with all applicable laws, rules and regulations.
4.4 Platform Content. User acknowledges that content may be made available to User through the Palmetto Platform, including, but not limited to, information, comments, data, software (whether applications, scripts, plug-ins or applets), photographs, graphics, text, sound, images and other material (“Content”). All content is owned by Palmetto, Service Provider, or another third party. Content is protected by copyright laws, trade-mark laws, other intellectual property laws in the United States, and world-wide, and all rights therein are reserved by their respective owners. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part, except as expressly allowed by this Agreement or applicable law (including, without limitation, U.S. copyright, trademark and patent law). Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Site and the materials thereon.
Your use of the Platform does not grant or transfer to you any ownership or other rights in the Platform or Content, and except as expressly provided, nothing herein or within the Platform shall be construed as conferring on you or any other person any license under any of Palmetto’s, Service Provider’s, or any third party’s intellectual property rights. Any rights not expressly granted to you in this Agreement are expressly reserved by Palmetto. For greater certainty, you agree that you will not take any action that is inconsistent with Palmetto’s ownership of any portion or all of the Platform and Content, or with Service Provider’s, or any third party’s ownership of any portion or all of the Content. You are hereby expressly prohibited from removing any proprietary notice of Palmetto, Service Provider, or any third party, from any copy of the Platform or Platform Content.
4.5 Uploaded Content. If User uploads to, transmits through, processes using, or stores on the Palmetto Platform any information, data, content, or materials (“Uploaded Content”), then User represents and warrants that (a) it possesses all necessary approvals, authorizations, consents, and licenses to provide the Uploaded Content to Palmetto for use as contemplated by this Agreement, in compliance with all applicable contractual obligations, laws, rules, and regulations; and (b) the use of the Uploaded Content as contemplated by this Agreement does not and will not infringe, misappropriate, or violate any third party’s rights. User will indemnify and hold harmless Palmetto, its other contractors and agents, its affiliates, and the directors, officers and employees of each against all third-party claims, demands, actions, suits, and investigations, and will pay all associated costs, damages, liabilities, losses, settlements, judgments (including reasonable attorneys’ fees), arising or resulting from any Uploaded Content or from User’s use of the Palmetto Platform. Personal information included in the Uploaded Content will be handled in accordance with Palmetto’s Privacy Policy.
5. FINANCIAL TERMS
5.1 Fees. You may be subject to a fee for use of additional Palmetto Services or purchases made through the Palmetto Platform.
6. ORDERS AND PAYMENT
6.1 Any purchases made through the Platform are subject to any terms and conditions outlined in the Platform relating to the purchase in question in addition to these terms and conditions.
6.2 By completing a purchase transaction through the Platform, you are agreeing to pay, in full, the prices and all applicable taxes and specified fees in relation to your purchase, either by credit card or other permitted payment method as we may make available through the Platform. Payments are processed by third-party service providers. We reserve the right to change the permitted methods of payment, including without limitation, the credit cards accepted, at any time. If complete payment for your purchase is not received and verified by us, your purchase will not be processed. If you do not complete or improperly complete your purchase, it may not be accepted or acknowledged. We reserve the right to verify the validity of all purchases and cancel any purchase if we find any evidence of fraud, tampering and/or any other violation of this agreement.
7. MOBILE TERMS AND CONDITIONS
7.1 Palmetto Alerts. Receive account updates, technology updates, and promotional messages from Palmetto. Opt-in by texting POWER to 76527. Message frequency varies. Message and data rates may apply. By opting in to this service, you consent to receive mobile text alerts using an automatic telephone dialing system. Consent to receive marketing text messages is not required as a condition of purchasing any goods or services. By signing up, you are confirming you are over the age of 18.
7.2 STOP Information. Text STOP to 76527 to stop receiving Palmetto Alerts messages from Palmetto (you will receive a confirmation text).
7.3 HELP Information. For additional information, text HELP to 76527 or contact 1-855-339-1831.
7.4 Supported Carriers. AT&T, Sprint, T-Mobile®, Verizon Wireless, Boost, Cricket, MetroPCS, U.S. Cellular, Virgin Mobile, Google Voice, ACS Wireless, Advantage Cellular (DTC Wireless), Appalachian Wireless, Atlantic Tele-Network International (ATN), Bandwidth, Bluegrass Cellular, Buffalo Wireless, CableVision, Carolina West Wireless, Cellcom, Copper Valley, C-Spire Wireless (formerly Cellsouth), Cellular One of East Central Illinois, Chariton Valley Cellular, Cross (dba Sprocket), Duet IP, Element Mobile, EpicTouch, GCI Communications, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri Cellular), i Wireless (IOWA Wireless), Illinois Valley Cellular, Immix (Keystone Wireless / PC Management), Inland Cellular, Mobi PCS (Coral Wireless LLC), Mosaic, MTA Communications, MTPCS / Cellular One (Cellone Nation), Nex-Tech Wireless, Panhandle Telecommunications, Peoples Wireless, Pine Belt Wireless, Pine Cellular, Pioneer, Plateau, Revol Wireless, RINA, SI Wireless/Mobile Nation, SouthernLinc, SRT Wireless, Thumb Cellular, Union Wireless, United, Viaero Wireless, West Central Wireless, Leaco, Nemont/Sagebrush. T-Mobile is not liable for delayed or undelivered messages.
8. OWNERSHIP
Subject only to the rights expressly granted under this Agreement, Palmetto exclusively owns and retains all right, title and interest (including all intellectual property rights) in and to the Palmetto Platform and all portions thereof. There are no implied licenses under this Agreement.
9. DISCLAIMERS
9.1 THE PALMETTO PLATFORM IS PROVIDED “AS IS” AND PALMETTO MAKES NO (AND HEREBY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITATION OF THE FOREGOING, PALMETTO DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE Palmetto PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE OR THAT ANY DATA WILL NOT BE SUBJECT TO DAMAGE, CORRUPTION, DESTRUCTION, LOSS OR DELETION.
9.2 The Platform may be used to facilitate other services such as the purchase and installation of solar equipment and systems for residential use. This Agreement applies only to the Platform and its associated Services, other services such as those listed that may be facilitated by the Platform are not subject to this Agreement and Palmetto makes no representation or warranties as to those services. In providing the Platform pursuant to this Agreement, Palmetto make no representations or warranties as to the lawfulness or merchantability of the underlying services, which may be subject to other agreements.
10. LIMITATION OF LIABILITY
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND CONTENT (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE PLATFORM AND PLATFORM CONTENT RESIDES WITH YOU. PALMETTO EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON- INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY.
10.2 ANY AND ALL INFORMATION CONTAINED ON OR WITHIN THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD.
10.3 THE PLATFORM IS OFFERED IN JURISDICTIONS WHERE IT MAY BE LEGALLY OFFERED. THE PLATFORM AND THE INFORMATION OFFERED THROUGH IT IS NOT OFFERED TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER.
10.4 PALMETTO WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE PLATFORM OR PLATFORM CONTENT. YOU EXPRESSLY ACKNOWLEDGE THAT PALMETTO HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES THE PLATFORM AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PALMETTO. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.
10.5 PALMETTO WILL NOT HAVE ANY LIABILITY UNDER THIS AGREEMENT FOR INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS; AND PALMETTO’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED $500.
11. TERMINATION
11.1 Termination. If you breach any provision of this Agreement you may no longer use the Platform. We may, in our sole discretion, change, suspend or terminate, temporarily or permanently, your access and use of the Platform, or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If this Agreement or your permission to use the Platform is terminated by us for any reason, the agreement formed by your acceptance of this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Platform and anything relating to or arising from such use. If you are dissatisfied with the Platform, then your sole and exclusive remedy is to discontinue using the Platform.
11.2 Effect of Termination. Upon termination of this Agreement, your right to access and use the Palmetto Platform will immediately terminate, and you will immediately cease all use of the Palmetto Platform. Following termination, Palmetto may destroy or otherwise dispose of any Uploaded Content residing on the Palmetto Platform. Except where otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies that the party may possess at law or in equity. The following Sections will survive any expiration or termination of this Agreement: 3, 4, 5, 6, 7, 8, 9, 10, 11.2, 12, 13, 14, and 15.
12. DISPUTE RESOLUTION
12.1 Arbitration. The parties agree to refer all disputes between them to final and binding arbitration in Charleston, South Carolina (“Arbitration”). The AAA Commercial Arbitration Rules (most recent edition) are to govern this Arbitration. The Arbitration will take place in the State of South Carolina. The arbitrator will be bound to follow the applicable Agreement provisions and South Carolina Law in adjudicating the dispute. It is agreed by both parties that the arbitrator’s decision is final, and that no party may take any action, judicial or administrative, to overturn this decision. The judgment rendered by the arbitrator may be entered in any court having jurisdiction thereof. Pending any decision, appeal or judgment referred to in this provision or the settlement of any dispute arising under this Agreement, Platform User will proceed diligently with the performance of this Agreement. The arbitrator will have the authority to award attorney's fees to the prevailing party in the Arbitration.
12.2 EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO PURSUE ANY CLAIMS IN A CLASS ACTION AND/OR A REPRESENTATIVE ACTION. Except for representative claims which cannot be waived under applicable law and which are therefore excluded from this provision (“Excluded Claims”), the parties expressly intend and agree that: (a) class action and representative action procedures are hereby waived and will not be asserted, nor will they apply, in any arbitration pursuant to this Agreement; (b) each will not assert class action or representative action claims against the other in arbitration or otherwise; and (c) the parties will only submit their own, individual claims in arbitration and will not seek to represent the interests of any other person. To the extent that the parties' dispute involves both timely filed Excluded Claims and claims subject to this Agreement, the parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
12.3 EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL IRRESPECTIVE OF THE NATURE OF THE CLAIMS ASSERTED. Each party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, or the transactions contemplated hereby. Each party certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.
13. PRIVACY
13.1 Please read the Palmetto Privacy Policy carefully to understand how Palmetto collects, uses and discloses information, including personally identifiable information. We may revise and update the Privacy Policy from time to time in our sole discretion. All changes are effective immediately when we post them and apply to our collection, use and disclosure of information thereafter.
14. GOVERNING LAW
14.1 This Agreement is governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina in each case located in the City of Charleston and Charleston County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
15. GENERAL
15.1 Interpretation. For purposes of interpreting this Agreement, (a) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (b) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; and (d) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.
15.2 Assignment. User may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Palmetto. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under this Agreement. Palmetto may assign any of its rights or delegate any of its obligations under this Agreement freely.
15.3 Notices. All notices required under this Agreement will be in writing and delivered in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. All notices to User will be sent to the address or e-mail address provided when User creates an account to access the Palmetto Platform (or such updated address or e-mail address that User may designate by written notice to Palmetto or shall be delivered by pop-up upon logging onto the Platform (via the website or via the mobile application) or via posting to the applicable url. All notices to Palmetto will be sent to the address or e-mail address set forth below (or to such other address, e-mail address or person as Palmetto may designate by written notice to Sales Representative).
Palmetto Solar, LLC Attn: General Counsel 1616 Camden Rd, Suite 300 Charlotte, NC 28203 Email: legal@palmetto.com
15.4 Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of the Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any other right or remedy.
15.5 Severability. If the application of any provision or provisions of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by any court of competent jurisdiction, then (a) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby, and (b) such provision or provisions will be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
15.6 Relationship of the Parties. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever. For clarity, nothing in this Agreement prevents Palmetto from using subcontractors in connection with provision of the Palmetto Platform and Authorized User agrees that Palmetto may use such subcontractors
15.7 Export Laws. User will comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) where User uses the Palmetto Platform or any portion thereof. You certify that you are not on any of the relevant U.S. government lists of prohibited persons, including the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further certify that you will not export, re-export, ship, transfer or otherwise use the Platform or any portion thereof in any country subject to an embargo or other sanction by the United States, including Iran, Syria, Cuba, Sudan and North Korea and that you will not use the Platform or any portion thereof for any purpose prohibited by the Export Laws.
15.8 Changes. Palmetto reserves the right, in its sole and absolute discretion, to modify all or any portion of this Agreement at any time without incurring any liability or obligation whatsoever to you or any other person or entity. If we modify the Agreement, we will post the changes to the Agreement and will indicate the date this Agreement was last revised. Your continued use of the Platform after any such changes constitutes your (and your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) acceptance of, and agreement to be legally bound by, this Agreement, as revised. It is your sole responsibility to regularly check the Agreement to determine if there have been any changes to the Agreement and to review such changes.
16. AMBASSADOR TERMS AND CONDITIONS
Ambassadors are bound by these Terms and Conditions by participating in the Palmetto Ambassador Referral Program. Ambassador agrees to use the Ambassador Referral Program (defined below) in the manner specified in these Terms and Conditions. If Ambassador does not agree to these Terms and Conditions in their entirety, Ambassador is not authorized to participate in the Ambassador Referral Program.
Ambassador may use Palmetto’s Ambassador Referral Program where you can sign up to refer Palmetto’s services and products to third parties (e.g. your friends) by sending them a personalized referral link to our Website (“Palmetto Platform”).
All Palmetto customers should receive an email with instructions to activate their Palmetto Account. Palmetto employees will receive an invitation to join the Palmetto Ambassador Referral Program and create an Ambassador Account. All others can register for the program online to create an Ambassador Account.
Within your Palmetto Account, we will display the personalized link that you can share with third parties, for example, via text or social media. You will be notified by email and SMS messages (to the contact information you provided) when a third party makes a purchase through your personalized referral link. By signing up for our Ambassador Referral Program or sending a referral link, you agree to these Ambassador Terms and Conditions. Nobody likes spam. Please only refer people you know would be open to receiving a referral via the delivery method you choose. The Ambassador Referral Program is intended for U.S. residents only.
16.1 Eligibility. Eligibility to participate in the Palmetto Ambassador Referral Program is limited to individuals only. The use of multiple accounts, email addresses, online identities, or aliases to circumvent the eligibility requirements and/or other limitations of these Terms and Conditions is prohibited and may result in exclusion from the Palmetto Ambassador Referral Program and the cancellation of all related rewards. Referrals must be made directly through the personalized referral link available in your Palmetto Account to be considered eligible; no other method of submissions will qualify for the $500 referral reward.
16.2 No Employment. Nothing contained herein will be construed to create a joint venture or partnership between Palmetto and the Ambassador or an employer/employee, franchisor/franchisee, or agency relationship. Ambassador will be solely responsible for paying all expenses incurred by Ambassador, including but not limited to travel, food, lodging, secretarial, office, long-distance telephone, and other expenses. Ambassador will not be treated as an employee of Palmetto for federal or state tax purposes. Palmetto is not responsible for withholding, and will not withhold or deduct from its payments, if any, taxes of any kind, including but not limited to taxes pursuant to the Federal Insurance Contributions Act.
16.3 Representations of Ambassador. Ambassador will accurately represent all aspects of the Services to all Customers. Ambassador will not make any statements to Customers regarding the Services unless Ambassador affirmatively knows such statements to be true and representative of the Services.
16.4 Ambassador’s Disclosure Requirements. Ambassador agrees to always tell your Referred Customers and contacts that you will receive a reward from Palmetto if they make their first Qualifying Installation using your link.
16.5 Ambassador’s Obligations. Ambassador will not use the Palmetto Platform or any portion thereof for any fraudulent or unlawful purpose or in any manner that would violate applicable law or the rights of any third party. Ambassador will only send referral links to potential customers using the Palmetto-approved mechanisms provided in your Palmetto Account. Ambassador will comply with Ambassador resources and related materials made available to Ambassador from time to time.
Ambassador represents and warrants that it will comply with and perform its obligations in a manner that accords with all applicable laws (including identifying and procuring required permits, consents, certificates, approvals, and inspections) required of such Ambassador or for which such Ambassador is responsible hereunder, including, but not limited to, all federal, state, and local laws, rules, regulations and orders (collectively, “Applicable Laws”). Ambassador further represents and warrants that it will comply with all state and federal privacy laws and regulations and obtain necessary consents under all Applicable Laws, including but not limited to (if applicable) the Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.), the Fair Credit Reporting Act (15 U.S.C. 1681 et seq.), the Telephone Consumer Protection Act (47 USC § 227) and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200) (the “TCPA”), the Telemarketing Sales Rule, 16 C.F.R § 310 et seq., the Do Not Call Implementation Act (P.L.108-10, 117 Stat. 557) (“CAN-SPAM”), the Financial Services Modernization Act of 1999 (the “Gramm–Leach–Bliley Act”), the California Consumer Privacy Act (“CCPA”), and any applicable state consumer protection laws and regulations. Ambassador further represents and warrants that (i) it will not engage in any unfair, deceptive, or abusive acts or practices, and (ii) it will reasonably cooperate with Palmetto in connection with any claims or requests from third parties related to performance of this Agreement, including, without limitation, claims or requests from any governmental entity or regulatory body.
16.6 No Spam or Posting on Coupon Sites. Ambassador should only share your personalized referral link with your personal connections and you may not post or promote your referral link on any of Palmetto’s social media pages or on coupon sites or other websites created to take advantage of general traffic generated from individuals searching from coupons or other discount codes, as determined by Palmetto in its sole discretion. You must also comply with all laws governing the transmission of email or other electronic communications. For example, emails must be created and distributed in a personal manner and bulk email distribution is prohibited. Any distribution of your referral link that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited. Palmetto reserves the right to deactivate any referral links distributed through unauthorized channels and to revoke all related referral codes or rewards.
16.7 Payment. Subject to these Terms and Conditions, when your Referred Customer uses your active personalized link to make his or her installation purchase from Palmetto and installation has been completed (a “Qualifying Installation”) you will earn a reward of $500.
16.8 Indemnity. Ambassador will defend, indemnify, and hold Palmetto and its employees, agents, officers and successors harmless from and against all damages to the extent arising out of or resulting from any action or claim of misrepresentation by Ambassador. Ambassador’s obligation pursuant to this Section survives termination of this Agreement.
16.9 Termination. This Agreement may be terminated by either party at any time upon written notice to the other party. Upon termination of this Agreement, Palmetto will be obligated to pay only the amounts owing to Ambassador pursuant to Section 7 prior to the date of termination.
16.10 Entire Agreement. This Agreement contains the entire Agreement of the parties hereto, and no modifications, amendments, changes, or discharges or any term or provision of this Agreement shall be valid or binding unless the same is in writing and signed or accepted, either manually or electronically, by all of the parties hereto.
16.11 No Waiver. No waiver of any of the terms of this Agreement shall be valid unless signed by the party against whom such waiver is asserted. In the event any provision contained in this Agreement shall be breached by any party and thereafter waived by the other party or parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.