1. Independent Relationship; No Control

Dealer is an independent contractor and not an agent, employee, partner, joint venturer, fiduciary, or representative of RPL. Nothing in this Agreement creates any franchise, fiduciary, partnership, joint venture, or employment relationship.

Dealer retains sole and exclusive control over:

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  Pricing, labor, hiring, supervision, and training
  
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  Jobsite safety and OSHA compliance
  
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  Installation methods, scheduling, and operations
  
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  Licensing, tax, and employment compliance
  

Dealer has no authority to bind or speak for RPL in any manner.

2. No Responsibility for Dealer Conduct

RPL disclaims all liability for Dealer’s acts, omissions, negligence, misconduct, or business decisions, including but not limited to:

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  Installation errors or product misuse
  
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  Property damage, personal injury, or death
  
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  Code, permitting, or regulatory violations
  
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  Customer disputes, chargebacks, or lawsuits
  

Dealer assumes full responsibility and liability for all such outcomes.

3. Educational & Technical Materials – Use at Own Risk

All training, manuals, drawings, specifications, demonstrations, verbal or written guidance (“Guidance”) are provided solely for general informational purposes and do not constitute electrical, engineering, construction, safety, or professional advice.

Guidance is not site-specific, may be incomplete or outdated, and does not replace licensed contractor judgment.

Dealer expressly acknowledges that any reliance on Guidance is entirely at Dealer’s own risk, and RPL shall have no liability whatsoever arising from such reliance.

3A. Assumption of Risk

Dealer knowingly and voluntarily assumes all risks associated with product installation and use, including but not limited to fire, shock, code violations, property damage, equipment failure, personal injury, or death.

3B. No Duty to Supervise or Inspect

RPL has no duty to supervise, inspect, verify compliance, or update any Guidance. Dealer bears sole and continuous responsibility for remaining current with all applicable laws, codes, and safety standards.

4. Legal & Regulatory Compliance

Dealer is solely responsible for:

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  All licensing, permits, and inspections
  
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  Electrical, building, labor, tax, and safety compliance
  
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  Determining product suitability and environmental conditions
  

RPL makes no representation regarding Dealer’s legal eligibility to perform installations or electrical work.

5. Limited Warranty Disclaimer

RPL warrants its products only against manufacturing defects under a separate written warranty policy.

The warranty does not cover improper installation, unauthorized modifications, misuse, environmental exposure, negligence, or handling damage.

If RPL ceases operations, warranty obligations survive only to the minimum extent required by applicable law and only against remaining business assets, if any.

6. Limitation of Liability

To the fullest extent permitted by law, RPL’s total liability shall be limited to the purchase price of the specific product giving rise to the claim. RPL shall not be liable for incidental, consequential, or special damages, lost profits, business interruption, property damage, personal injury, regulatory penalties, or third-party claims.

7. Indemnification (Maximum Protection)

Dealer shall defend, indemnify, and hold harmless RPL and its owners, officers, employees, agents, and affiliates from and against any and all claims, demands, damages, losses, liabilities, fines, penalties, judgments, settlements, and legal fees arising out of or related to:

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  Installation, use, misuse, or modification
  
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  Injury, death, or property damage
  
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  Regulatory or licensing violations
  
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  Customer disputes or lawsuits
  
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  Dealer advertising or representations
  
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  Any reliance on Guidance
  
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  Any breach of this Agreement
  

This obligation applies regardless of insurance and to the fullest extent permitted by law and survives termination.

8. Insurance (Primary, Non-Contributory, Subrogation-Proof)

Dealer shall maintain Commercial General Liability Insurance with limits no less than:

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  $1,000,000 per occurrence
  
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  $2,000,000 aggregate
  

RPL shall be named as an Additional Insured on a primary and non-contributory basis. All policies shall include a full waiver of subrogation in favor of RPL.

Dealer waives any right to access or benefit from any insurance maintained by RPL.

9. Governing Law

This Agreement shall be governed exclusively by the laws of the State of Utah.

10. Severability & Reformation

If any provision is found unenforceable, it shall be severed or reformed only to the minimum extent necessary to preserve enforceability, and all remaining provisions shall remain in full force and effect.

11. Entire Agreement; No Oral Reliance

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. No oral statements, field advice, demonstrations, texts, emails, or informal communications shall modify this Agreement.

12. Arbitration; Court for Injunctions & Collections

All disputes shall be resolved by binding arbitration in Utah County, Utah. RPL retains the right to seek injunctive relief, collection actions, or enforcement of the Personal Guaranty in state or federal court.

13. Payments & Chargebacks

All sales are final unless otherwise stated in writing. Dealer bears all chargebacks, processing fees, and dispute costs.

14. Interest & Collections

Unpaid balances accrue interest at 1.5% per month. Dealer shall pay all collection and enforcement costs, including attorneys’ fees.

15. Force Majeure

RPL shall not be liable for failure or delay caused by events beyond its reasonable control.

16. Termination

RPL may terminate immediately for non-payment, insurance failure, breach, illegal conduct, or reputational harm. Dealer may terminate with 30 days written notice if all balances are paid in full.

17. Post-Termination Duties

Dealer shall immediately cease all use of RPL branding, return all confidential materials, and discontinue holding itself out as a representative of RPL.

18. No Earnings Reliance

Dealer acknowledges that no earnings, profit, or financial guarantees have been made.

19. Explicit No-Franchise Relationship

This Agreement does not constitute a franchise under any federal, state, or local law. Dealer expressly waives any claim that this relationship constitutes a franchise or business opportunity.

20. Training Does Not Create Duty of Care

Training, demonstrations, or technical assistance do not create any duty of care, supervisory obligation, or site-control authority.

21. Retroactive Release & Ratification

Dealer knowingly and voluntarily releases and waives all claims arising from any prior dealings with RPL. This release is supported by full consideration and is a material inducement to RPL.

22. Insurance Compliance Addendum

Dealer shall comply with all insurance verification and endorsement requirements designated by RPL.

23. PERSONAL GUARANTY

The undersigned individual(s) personally, irrevocably, and unconditionally guarantee all Dealer obligations under this Agreement. This guaranty survives termination, bankruptcy, insolvency, or assignment.

24. Federal Jurisdiction & Removal

Dealer consents to removal to federal court and waives all objections to jurisdiction and venue.

ACKNOWLEDGMENT & SIGNATURES

Dealer acknowledges that it has read, understands, and voluntarily agrees to all terms of this Agreement.