Publisher hereby represents and warrants that it, or any of its Subcontractors or marketing and advertising affiliates, has not been the subject of a complaint, inquiry, or investigation, whether brought by a federal or state regulator, self-regulatory organization such as the Better Business Bureaus, private plaintiff, or other third party, arising out of or related to Publisher’s, or any of its Subcontractors’ or sales representatives’, compliance with Consumer Protection Laws (as defined below) within the past three (3) years. In the event Publisher, or any of its Subcontractors or marketing and advertising affiliates, become the subject of such a complaint, inquiry, or investigation, Publisher agrees to provide EnergyPal with copies of all material documentation related to such complaint, inquiry, or investigation, including documentation sufficient to show and which fully demonstrates the steps taken to resolve the complaint, inquiry, or investigation and to prevent similar complaints, inquiries, or investigations from recurring. This shall be in addition to any other remedy which EnergyPal may have at law or equity.

Furthermore, Publisher agrees that it shall abide by the following guidelines in connection with the lead generation activities and terms under the Independent Publisher Agreement with EnergyPal.

1. Digital Marketing Compliance
  • Publisher shall abide by all Laws in its advertising and digital marketing efforts, including without limitation, applicable advertising policies and terms of services (“Terms”) of all Ad Platforms used by Publisher, including, without limitation, Google, Microsoft, Facebook, Instagram, TikTok, YouTube, and Yahoo (the “Ad Platforms”).
  • Publisher shall not (i) engage in, or (ii) work with any third party that engages in, any advertising or digital marketing activities that promote or contain (a) pornographic, obscene, libelous, or offensive material, (b) software trading, hacking or phreaking content, (c) illegal music reproduction, downloads or content, (d) spyware, adware, trojans, viruses, worms, spybots, keyloggers or any other form of malware, (e) SPAM, deceptive, illegal or falsified tactics in the promotion, publishing or advertising of any digital advertisements or (f) any other illegal content.
  • Publisher shall not (i) engage in, or (ii) work with any third party that engages in, advertising or digital marketing activities that would violate or would be reasonably likely to violate the Terms of any Ad Platform, including without limitation, double serving any paid advertisements for a specific keyword on any Ad Platform. If EnergyPal determines, in its sole discretion, that Publisher is engaging in, or using a third party that engages in, digital marketing activities that would or be likely to harm EnergyPal or detrimentally impact EnergyPal’s reputation or ability to conduct its own digital marketing on any Ad Platform, Publisher shall cease such activities upon written notice by EnergyPal.
  • Publisher shall not engage in or use in any manner, or work with any third party that uses, the following advertising or digital marketing techniques: keyword stuffing, link farms, veiled text, doorway pages, page jacking, cloaking, providing automatically generated content or scraped content from another website, using third party trademarks or names with authorization, or any other “black hat” technique that would detrimentally impact Energy paul's brand, reputation, or the organic ranking of any EnergyPal Trademark on any Ad Platform or violate any Ad Platforms’ Terms.
2. Lead Generation Compliance
  • Publisher and its Subcontractors (including any marketing affiliates, affiliate networks, or third party marketers if applicable) shall comply with all applicable U.S. Laws in connection with the Publisher’s performance of lead generation activities and obligations under the Independent Publisher Agreement, including without limitation, applicable privacy laws (including, without limitation, the right to share lead contact information with third-parties), the CAN-SPAM Act and any applicable state spam laws, state and federal marketing and advertising laws, the U.S. Federal Trade Commission’s Amended Telemarketing Sales Rule (“TSR”), and the Telephone Consumer Protection Act of 1991 (“TCPA”), the U.S. Federal Trade Commission’s Disclosures and Advertising Guidelines, and applicable federal and state advertising laws (collectively, the “Consumer Protection Laws”), at all times.
  • Publisher agrees (i) that Publisher shall be solely liable and responsible for all Publisher Materials used in connection with the Independent Publisher Agreement, (ii) that all Publisher Materials shall comply with applicable law at all times, including without limitation, Consumer Protection Laws, and (iii) that Publisher shall not make any material misstatements or omissions in any Publisher Materials as it relates to the Publisher Activities or any offerings contemplated by the Independent Publisher Agreement. Upon three (3) days written request by EnergyPal, Publisher shall provide EnergyPal with copies of all Publisher Materials used to generate Leads under the Independent Publisher Agreement, including, without limitation, any marketing materials used by any Subcontractors, if applicable.
  • Publisher shall require that all leads and all consumers for whom Publisher submits to EnergyPal under the Independent Publisher Agreement expressly consent to the submission of their information via a process that (i) is compliant with applicable federal, state and local laws (including, without limitation, applicable Consumer Protection Laws and the ESIGN Act) and (ii) allows any such consumer’s information (including any personally identifiable information associated with such consumer) to be lawfully shared with EnergyPal for purposes of EnergyPal’s Commercial Lead Use. Without limiting anything in this section, Publisher shall be responsible for (i) ensuring that all prior express written consent language on any Publisher Materials complies with the TCPA and TSR, and (ii) obtaining prior express written consent, as defined by the TCPA and TSR, from all Leads to be contacted by Publisher and EnergyPal, as the case may be, using an automatic telephone dialing system even if such individuals name is on a federal or state “Do Not Call” list. Such consent shall have been obtained prior to submission of any lead to EnergyPal without any prior revocation.
  • Publisher shall provide evidence of consumer opt in or consent to be contacted pursuant to the Independent Publisher Agreement for any lead, in a form satisfactory to EnergyPal, to EnergyPal upon three (3) days written notice to EnergyPal. Such evidence shall include, but not be limited to, web addresses and websites where the sales lead/Order’s consent was obtained, date and time stamps on such websites, IP addresses, copies of any opt in statements seen by any lead, or voice recordings of the applicable individual’s consent. Publisher shall retain such evidence for at least five (5) years from the date the sales lead or individual requested to be contacted by Publisher.
  • Publisher Materials” shall mean any offline or online marketing and advertising materials, including without limitation, email creatives, banner and display advertisements, text and contextual advertisements, social media accounts and posts, web widgets and sites, scripts, and online landing pages used by Publisher or any Subcontractor in connection with the Independent Publisher Agreement.
3. Call Compliance

To the extent that Publisher (or any Subcontractor) engages in any telephone-based contact with leads, Publisher agrees to the following:

  • Compliance with Law. Publisher represents that it has and will continue to comply with all applicable federal, state, and local statutes, laws regulations, rules, judgments, orders and decrees applicable to it, including but not limited to all federal, state, and local laws, rules, regulations and industry guidance that apply to the solicitation, collection, and use of Host Customer Information and leads. Laws and regulations applicable to this provision include, without limitation, the Consumer Protection Laws.
  • Data Usage. Publisher shall be solely responsible and liable for all data used by Publisher in connection with generating leads under the Independent Publisher Agreement. Such data shall be acquired and used by Publisher in compliance with applicable law, including, without limitation, applicable Consumer Protection Laws. Publisher shall not call, text, or send pre-recorded messages to any consumer which Publisher does not have proper consent, acquired in compliance with applicable United States law, including Consumer Protection Laws.
  • Call Lists. Publisher shall never use any calls lists that contain consumers that have not opted in/submitted their information to receive telemarketing calls. Publisher shall never submit any consumer information as a lead to EnergyPal, which have not opted in/submitted their information to receive telemarketing calls, or which have requested to be added to Publisher's “Do Not Call” registry after opt in/submission.
  • Agent Behavior. Publisher shall be solely responsible and liable (a) for all staff, personnel, and call agents used by Publisher and (b) for any intentional or unintentional omissions or misstatements by Publisher staff, personnel, and call agents. All Publisher staff, personnel, and call agents shall conduct all advertising, marketing, and all consumer calls in compliance with applicable Law and shall not intentionally or unintentionally misstate or omit any material fact.
  • EnergyPal Internal DNC. From time to time, EnergyPal may send Publisher all of, part of, or additions to EnergyPal’s internal “Do Not Call” List. Publisher shall not call any individual (a) whose name/number appears on EnergyPal’s internal “Do Not Call” List or (b) that EnergyPal has otherwise indicated should not be called, in connection with the Publisher Activities.
  • Call Recording. Publisher, if contacting consumers by telephone, must (a) record all calls (b) provide a valid call recording notification to the individual receiving the call, (c) retain all call recordings for at least five (5) years, and (d) provide any call recording within two (2) business days upon written request by EnergyPal.
  • Training. Publisher must train and inform personnel engaged in any aspect of telephone solicitation in the existence and use of federal and state “Do Not Call” registries, this Exhibit H, as well as compliance with applicable Consumer Protection Laws.
  • Information Requests. In the event of any consumer complaint, Publisher shall provide EnergyPal, with two (2) business days upon request by EnergyPal, all relevant information regarding such consumer, including call recordings, call times, opt in information, proof of the requisite form of consumer consent to be called, and proof of call list scrubbing.
  • Diligence. Publisher agrees to provide EnergyPal with any materials related to Publisher’s or any Subcontractor’s operations in fulfilling their obligations under Agreement and compliance with applicable Law therein, as reasonably requested by EnergyPal from time to time.
  • Subcontractors. Publisher shall not use any Subcontractors for any telemarketing activities under the Independent Publisher Agreement without the prior written consent of EnergyPal. To the extent any Subcontractors are permitted, Publisher shall (i) ensure that all Subcontractors comply with the terms of this Marketing And Advertising Compliance Policy and (ii) be responsible and solely liable for any actual or alleged breaches of this Marketing And Advertising Compliance Policy by any Subcontractor.
  • Relationship. For the avoidance of doubt, Publisher shall not be deemed to be advertising, marketing or making any call on behalf of EnergyPal in connection with the Independent Publisher Agreement. Publisher is an independent contractor providing leads to EnergyPal in compliance with applicable U.S. law and no other relationship is intended.

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