Everlast Advantage - Terms of Service

Chelsea Building Products, Inc.

Everlast Advantage - Terms and Conditions

Welcome to the Chelsea Building Products, Inc. (“us”, “our”, or “CBP”) Everlast Advantage™ Contractor Program (the "Program"). The Program rewards professional contractors who complete training, maintain participation in the Program, and install CBP’s Everlast Advanced Composite Siding (the "Product"). Participants can earn Advantage Points (“Points”) redeemable for rewards by meeting these standards and recommending the Product to customers.

Please read these terms and conditions and other documents incorporated by reference herein (collectively, this "Agreement") carefully. This Agreement constitutes a legally binding agreement between you (“you”, “yours” or "Participant") and CBP, and may be revised by CBP in its sole discretion from time to time.

TERMS AND CONDITIONS

1. Program. The Program includes training and recognition of Program participation levels. The Program does not constitute certification or a professional credential. Participants must accurately represent their Program status and training received through the Program in all advertising and communications in accordance with this Agreement.
2. Product. The Product consists of CBP’s Everlast Advanced Composite Siding and related components, and any additional products that CBP designates as included in the Program. Participant will facilitate registration of the Product warranty after installation of the Product at a customer location.
3. Training and Participation. The Program includes three participation tiers: Premier; Elite; and Master. Specific requirements and benefits for each tier are set forth in more detail in the Contractor Portal.
   1. Training Requirements. Upon enrollment in the Program, Participant must complete the following initial training requirements:
      1. Initial online training modules that cover Product knowledge, sales techniques, installation procedures, and other topics as specified by CBP;
      2. Additional training module series on product installation;
      3. First Onsite Installation Review completed within six (6) months of Program enrollment.
   2. Onsite Installation Review. CBP’s Technical Service Representative will conduct an Onsite Installation Review of Participant’s first Product installation job to verify the proper application of training principles, ensure compliance with CBP’s installation specifications, and identify any areas requiring additional training or correction. Additional Onsite Installation Reviews may be required for tier advancement. CBP may recommend corrective actions based on Onsite Installation Review results; provided, however, in no event shall CBP be responsible for Participant’s performance of services for a customer.
   3. Additional Training. CBP reserves the right to require additional training or Onsite Installation Reviews if deemed necessary to maintain Program quality standards. Such additional training may be online or in-person.
4. Advantage Rewards Program.
   1. Points Accrual. Participants may earn Points for:
      1. Completing the Initial Training and any required training programs;
      2. Successfully passing the Onsite Installation Review;
      3. Verifiable Product installations for customers;
      4. Placing Product information and affiliation with Product on Participant’s website or digital media;
      5. Participating in case studies, providing project examples, and photos; and
      6. Other purchases or activities as outlined in the Program.
   2. Points Redemption. Points may be redeemed for rewards as CBP may make available from time to time as outlined in the Contractor Portal.
   3. Points Terms. CBP reserves the right to modify the scope of available redemption options, adjust Points earning ratios and redemption values, add new rewards categories, and update Program benefits at its discretion. Points have no cash value, are non-transferable, cannot be sold or bartered, and may expire according to terms specified in the Program materials.
   4. Expiration.  Points will expire if Participant has not participated in any Program activity for at least one (1) year.
5. Relationship of Parties.
   1. Independent Contractor Status. Participant is and shall remain an independent contractor. Nothing in this Agreement or participation in the Program shall: (a) create any agency, partnership, joint venture, or employment relationship between CBP and the Participant; (b) constitute an endorsement of Participant by CBP; or (c) authorize Participant to make any representations, warranties, or commitments on CBP’s behalf.
   2. Website Listing. CBP may, in its sole discretion, offer Participants the option to be listed on the Everlast website as a contractor trained in product installation if Participants meet the requirements for website listing eligibility, including completion of the Program training requirements. CBP may remove any Participant from the website at any time in CBP’s sole discretion.
   3. No Endorsement. Participant acknowledges and agrees that being listed on the Everlast website or participating in the Program does not constitute: (i) a recommendation or endorsement of Participant by CBP; (ii) any representation regarding Participant’s work quality or capabilities; or (iii) any warranty or guarantee of Participant's services.
6. Promotional Material. CBP may provide, via its distribution partners, Participant with Product brochures and specifications, training and education materials, digital marketing content, Product samples, and other promotional materials (“collectively, “Promotional Materials”) to use in connection with Program activities. Participant shall not: (i) modify or alter Promotional Materials without CBP’s written consent; (ii) create derivative works based on Promotional Materials; or (iii) distribute Promotional Materials except to potential Product customers. CBP owns all rights, title, and interest in and to its Marks (as defined below) and all Promotional Materials.
7. Trademark License. Subject to Participant's compliance with this Agreement, CBP grants Participant a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use CBP’s designated trademarks, logos, and Program tier designations (collectively, the "Marks") solely in connection with Participant's Program participation. Participant shall: (a) use the Marks only as specified in the Everlast then-current trademark usage guidelines; (b) display appropriate trademark symbols and attributions; (c) submit samples of Mark usage to CBP upon request; and (d) follow any additional requirements CBP may establish for Mark usage. Participant shall not: (e) alter, modify, or create derivative works of the Marks; (f) combine the Marks with other trademarks or designs; (g) use the Marks in a way that suggests sponsorship or endorsement by CBP beyond Program participation; (h) register domain names or social media accounts incorporating the Marks; or (i) challenge CBP’s ownership or validity of the Marks. CBP may review Participant's use of the Marks and require changes to non-compliant Mark usage, which Participant shall promptly implement. CBP may revoke Mark usage rights for non-compliance. This trademark license terminates automatically upon Program termination, provided that CBP may suspend or revoke the trademark license rights at any time. Upon termination, Participant shall immediately cease all Mark usage.
8. Product Terms. CBP reserves the right, in its sole discretion, to: (a) modify, discontinue, or replace any Product; (b) change Product specifications, features, or components; (c) adjust Product pricing and availability; (d) update installation requirements or guidelines; (e) establish, modify, or terminate Product warranties; (f) revise warranty terms, conditions, and coverage; (g) update warranty claim procedures; and (h) require Participant compliance with warranty service protocols.
9. Purchase Verification. As part of the Program, Participant will provide CBP with copies of invoices relating to Product purchased by Participant from dealers ("Invoices") within fourteen (14) days of issuance. Invoices should include at least the quantity of Product purchased, the amount paid by Participant including any discounts or other adjustments, and the dealer from whom the Product was purchased.
10. Customer Leads. Participant agrees to contact any customer leads provided to them by CBP within 72 hours and update the status of said leads as set forth in the Program as they progress through the sales and production process.
11. Participant Code of Conduct. Participant agrees to conduct all Program-related business with the highest standards of integrity, business ethics, and professional responsibility. Participant will maintain a professional demeanor, keep appointments, provide accurate estimates, fulfill contract obligations promptly, and refrain from discriminatory or offensive acts. Participant will be truthful regarding services and qualifications, avoid false or misleading claims, and not disparage CBP or Everlast, other Program participants, or competing businesses. Participant further agrees to adhere to all Product installation requirements and complete required training. Participant acknowledges that Program participation requires strict adherence to these standards and that CBP may suspend or terminate participation for non-compliance.
12. Participant’s Representations and Warranties. Participant represents and warrants that: (a) it is duly authorized, validly existing, and in good standing under applicable laws; (b) it has the full power and authority to enter into and perform this Agreement; (c) its performance hereunder will not violate any other agreement or obligation; (d) it holds and will maintain all required licenses, permits, and authorizations to perform installations of the Product for the duration of its participation in the Program; (e) it will comply with all applicable laws, rules, regulations, and building codes; and (f) it will not make any statement or other representation that Participant’s work quality, installation techniques or any other aspect of Participant’s installation is approved, tested, analyzed, recommended, reviewed or certified by CBP.
13. Confidentiality. “Confidential Information” means non-public information related to CBP’s business, Product, or the Program. Participant shall maintain confidentiality of such information during and after Program participation. Participant shall use Confidential Information solely for Program purposes. Upon termination of this Agreement, Participant shall return or destroy all Confidential Information.
14. Term and Termination. This Agreement commences upon Participant’s enrollment in the Program. Either party may terminate this Agreement upon written notice to the other party. Termination of this Agreement automatically terminates Participant’s enrollment in the Program and all associated benefits including any unredeemed Points.
15. Indemnification. Participant shall indemnify, defend, and hold harmless CBP from claims arising from or relating to: (i) Participant’s breach of this Agreement; or (ii) Participant's gross negligence, willful misconduct, or fraud.
16. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Pennsylvania. Parties consent to the exclusive jurisdiction of the courts in Allegheny County, Pennsylvania.
17. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CBP OR ANY CBP ENTITIES, AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR SUCCESSORS: (A) BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM (INCLUDING, WITHOUT LIMITATION, PARTICIPANT’S PARTICIPATION IN THE PROGRAM), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) BE LIABLE FOR DAMAGES IN EXCESS OF $100. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSES OF ANY LIMITED REMEDY OF ANY KIND AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
18. CBP Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OR PROHIBITED BY APPLICABLE LAW, ALL PROGRAM REWARDS, BENEFITS, AND ACCESS RIGHTS ARE PROVIDED “AS IS.” CBP HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR USE OR PURPOSE.
19. Notices. Any notice must be provided by mailing first class, postage prepaid, by facsimile or by courier or other delivery service to CBP, Attn: Legal Department, 565 Cedar Way, Oakmont, PA 15139 and to Participant at the address provided in the Program documentation. Either party may change this address by first providing written notice to the other party.
20. Class Action Waiver. PARTICIPANT AGREES THAT THE RESOLUTION OF ANY DISPUTE, CLAIM, OR CONTROVERSY RELATED TO THE PROGRAM SHALL BE CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-WIDE BASIS, AND THAT NO SUCH PROCEEDING MAY BE CONSOLIDATED WITH ANY OTHER LEGAL PROCEEDINGS INVOLVING CBP. PARTICIPANT FURTHER AGREES THAT PARTICIPANT, AND ANYONE ASSERTING A CLAIM FOR PARTICIPANT, WILL NOT BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, REPRESENTATIVE, CONSOLIDATED OR PRIVATE ATTORNEY GENERAL PROCEEDING AGAINST CBP.
21. Miscellaneous. CBP’s delay or failure to enforce any term in this Agreement shall not be deemed a waiver of CBP’s waiver of its rights hereunder. Any provision held to be invalid, unenforceable, void or illegal, in whole or in part, by a court of competent jurisdiction, shall be deemed severable from this Agreement and the remainder of the Agreement shall remain in full force and effect. This Agreement will benefit, and be binding upon, the successors and assigns of the parties. Participant may not assign its rights or delegate its obligations hereunder.