Connected Savings™ for NEST RUSH HOUR REWARDS

Voltus Terms and Conditions

Last Updated: March 16, 2022

As part of the criteria to become a Qualified End User of the “Program” for Nest Rush Hour Rewards you must consent to these Terms and Conditions (“Terms”) pursuant to the Program terms located here: https://www.connectedsavings.com/eula

These Terms set forth your rights and obligations and the rights and obligations of Program Facilitator under the Program.

PLEASE READ THESE TERMS CAREFULLY. BY PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS.

Please note that Section 11 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 11.

1. Definitions.

In the context of these Terms:

• “Incentive” means compensation paid to you as described on the Program Administrator’s website

• “Nest Rush Hour Rewards” means the Google Nest program intended to help reduce electricity demands during hot days in the summer, and other times when the electricity grid is strained.

• “Operator” means the electricity market administrator in the Qualified End User’s territory

• “Program” means Connected Savings™.

• “Program Administrator” means Ademco Inc. on behalf of itself and its Affiliates, having a place of business at 1985 Douglas Drive North, Golden Valley, Minnesota 55422

• “Program Administrator Parties” means Program Administrator, Vendor, and Program Facilitator, their respective successors and assignees, and each of their respective affiliates, agents, directors, officers, and employees

• “Program Facilitator” means Voltus, Inc., 2443 Fillmore St. #380-3427, San Francisco, CA 94115

• “Qualified End User” or “you/your” means an eligible customer of Vendor who has submitted an application that has been accepted for the Program by the Program Administrator and Program Facilitator and whose participation has not be withdrawn or terminated

• “Qualified End User Data” means your name, service address, utility account number, thermostat serial number, activation date, thermostat account status, run time data, set points, and related details, and operational data including peak load contribution, whole-home interval energy consumption data, and annual energy consumption

• “Smart Thermostat” means a thermostat that can be monitored and controlled during the Program through the Vendor cloud platform or other communications pathway

• “Telemetry Device” means a Zigbee gateway manufactured by Emporia Energy

• “Vendor” means the third-party manufacturer or provider of your thermostat, namely Google Nest,

• “Utility” means your electricity provider

2. Key Program Links:

• The terms of the Program are available here: https://www.connectedsavings.com/eula
• Program point of contact for Qualified End Users is available here: energysupport@resideo.com

3. Eligibility and Enrollment.

Eligibility. You may apply to become a Qualified End User and participate in the Program if you meet the following eligibility criteria and do the following:

• You are at least 18 years of age;
• You are a residential account holder of the Utility;
• You have installed your Smart Thermostat(s) at your residential address within a qualifying Utility service territory;
• You have one or more Smart Thermostats that are configured to control your central air conditioning or heat pump;
• You maintain a continuous connection between your enrolled Smart Thermostats and your local internet service provider;
• You consent to the required permissions outlined below in Section 4; and
• You agree to assist support personnel in troubleshooting and resolving connectivity, firmware and other Smart Thermostat and Telemetry Device-related issues.

Your Information. You represent and warrant that the information you provide while applying for and during the course of the Program is accurate and complete, and you agree to promptly notify Program Administrator if any information you provided during your application for the Program has changed.

Enrollment. Program Administrator and/or Program Facilitator may accept or reject your application at their sole discretion.

4. Qualified End User Consent.

By accepting the Terms, you give the Program Administrator Parties the following permissions:

• to collect your Qualified End User Data for the purpose of determining your eligibility for the Program and operating the Program;
• to send Program Facilitator your Qualified End User Data for purpose of registration and settlement with the Operator;
• to share the required portions of your Qualified End User Data with the Operator as part of the Operator’s registration process;
• if you are selected to receive the Telemetry Device, Program Facilitator is permitted to access the energy demand data recorded by the Telemetry Device via the Telemetry Device provider’s APIs or online web portal, and share this data with the Operator for purposes of fulfilling obligations to administer the Program (settlement, and registration);
• automatically adjust your Smart Thermostats, as required by the Program or for general system testing purposes;
• to review and analyze all of your Qualified End User Data for the purposes of fulfilling their obligations under the Program and applicable law, improving the Program and as otherwise permitted by applicable law in accordance with their respective privacy policies;
• summarize in publicly available studies or press releases Qualified End User Data that has been anonymized such that you are not individually identifiable; and
• retain any Smart Thermostat-specific operational data and any de-anonymized personal information provided by Vendor for up to one (1) year from the date Vendor initially provides such data to Program Administrator and/or Program Facilitator.

5. Privacy Notice.

By participating in the Program, you agree that the Program Administrator Parties may collect your Qualified End User Data and that if they are unable to collect the required information or data, you may not be eligible to participate in the Program. Program Administrator Parties will protect your Qualified End User Data consistent with these Terms and each company’s then-current privacy policy. Program Facilitator’s privacy policy is located at https://terms.voltus.co/partners/programs/connected-savings/privacy. Program Administrator’s privacy policy is located at https://www.connectedsavings.com/privacy-policy/

6. Termination; Expiration.

Qualified End User Withdrawal. You have the right to terminate participation without penalty in the Program at any time by contacting energysupport@resideo.com. If you cease to participate in the Program, the Program Administrator Parties will unenroll the Smart Thermostat and Telemetry Device, if applicable, effective immediately. The Smart Thermostat and Telemetry Device, if applicable, will no longer participate in the Program and you will no longer receive the Incentive.

Program Termination. Program Administrator’s ability to offer the Program is contingent on receiving certain approvals and acceptances from you and the Program Facilitator. If such approvals and acceptances are withheld or withdrawn, or if the Program is declared unlawful, the Program will be terminated along with the Incentive. In the event of such termination, Program Administrator will provide notice in accordance with the Program terms set forth at: https://www.connectedsavings.com/eula.

Program Disqualification. Program Administrator may terminate your participation in the Program and Incentive eligibility at any time and without liability upon notice to you via email if you violate these Terms, the Program terms, or applicable law, if you do not comply with any reasonable request from a Program Administrator Party in connection with this Program, if your Program Facilitator declares you ineligible for the Program, or if you do not maintain a continuous connection between your enrolled Smart Thermostat(s), the Telemetry Device (if applicable) and your home’s internet connection. Any false information provided within the context of the Program by any Qualified End User is a violation of these Terms and may result in the immediate disqualification of a Qualified End User and forfeiture of any Incentive.

7. Disclaimers and Warranties

Changes in Your Electricity Costs. Program Administrator Parties are not responsible or liable for any changes in your electricity costs during the Program.

Exclusion of Warranties. THE PROGRAM AND THESE TERMS ARE PROVIDED “AS-IS”. Without limiting the foregoing, to the maximum extent permitted under applicable law, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. THE PROGRAM ADMINISTRATOR PARTIES DO NOT MAKE ANY WARRANTY THAT THE PROGRAM OR RELATED CONTENT SATISFY GOVERNMENT REGULATIONS. THE PROGRAM ADMINISTRATOR PARTIES MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND OR LIABILITY FOR: (I) ANY INCORRECT OR INACCURATE QUALIFIED END USER DATA, (II) THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF ANY CONTENT, INFORMATION OR MATERIAL PROVIDED BY OR ACCESSIBLE THROUGH THE PROGRAM, (III) ANY ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION AT ANY WEBSITE, SMART THERMOSTATS OR TELEMETRY DEVICES, (IV) FAILURE OF ANY QUALIFIED END USER DATA TO BE RECEIVED BY PROGRAM FACILITATOR DUE TO TECHNICAL PROBLEMS OR HUMAN ERROR, (V) THE USE OR INABILITY TO ACCESS OR USE ANY OF THE RELATED WEBSITES, SMART THERMOSTATS OR TELEMETRY DEVICES, (VI) DAMAGE TO ANY COMPUTER, DEVICE (SOFTWARE OR HARDWARE), SMART THERMOSTAT OR TELEMETRY DEVICe RESULTING FROM PARTICIPATION IN THE PROGRAM, (VII) THEFT OR DESTRUCTION OF, TAMPERING WITH, UNAUTHORIZED ACCESS TO THE QUALIFIED END USER DATA, OR DATA SECURITY BREACHES, (VIII) THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL, INCLUDING QUALIFIED END USER DATA, OR (IX) ANY LOSS OF INCOME DUE TO SMART THERMOSTAT OR TELEMETRY DEVICE CONTROL.

8. Indemnification.

YOU ASSUME ALL RISK OF PARTICIPATION IN THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU INDEMNIFY AND AGREE TO KEEP THE PROGRAM ADMINISTRATOR PARTIES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS OF THE PROGRAM ADMINISTRATOR PARTIES’ AND THEIR PARENT COMPANIES AND AFFILIATES (“REPRESENTATIVES”) INDEMNIFIED AT ALL TIMES FROM AND AGAINST ANY LIABILITY, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES THAT ARISE FROM OR ARE RELATED TO (I) ANY ACT OR OMISSION BY YOU AND/OR A BREACH OF THESE TERMS OR APPLICABLE LAW BY YOU, (II) ANY INCENTIVES EARNED BY YOU UNDER THE PROGRAM, AND (III) QUALIFIED END USER DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO HOLD THE PROGRAM ADMINISTRATOR PARTIES AND THEIR REPRESENTATIVES HARMLESS FROM ANY INJURY OR DAMAGE CAUSED OR CLAIMED TO BE CAUSED BY PARTICIPATION IN THE PROGRAM AND/OR USE OR ACCEPTANCE OF ANY INCENTIVE OTHER THAN FOR: (1) DEATH OR PERSONAL INJURY ARISING AS A RESULT OF PROGRAM ADMINISTRATOR PARTIES’S NEGLIGENCE OR BREACH OF CONTRACT; OR (2) THE PROGRAM ADMINISTRATOR PARTIES’ FRAUDULENT MISREPRESENTATION OR DELIBERATE BREACH OF CONTRACT.

9. Limitation on Liability.

TO THE EXTENT NOT PROHIBITED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE PROGRAM ADMINISTRATOR PARTIES BE LIABLE TO YOU FOR: (1) PARTICIPATION IN THE PROGRAM, (2) INABILITY TO PARTICIPATE IN THE PROGRAM, (3) FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM, OR (4) DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT A COURT FINDS THE PROGRAM ADMINISTRATOR PARTIES LIABLE FOR ANY DAMAGES, THE PROGRAM ADMINISTRATOR PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Proprietary Rights.

Program Facilitator and its licensors retain all rights, title and interest in and to any Program Facilitator platforms or other software, web content and documentation utilized in performance of Program Facilitator’s obligations under the Program or otherwise made available to you.

11. Dispute Resolution.

Governing Law. These Terms are governed by the law of the Commonwealth of Massachusetts, excluding choice of law rules. The exclusive venue for any dispute relating to these Terms is the Commonwealth of Massachusetts.

Informal Process First. You agree that, in the event of any dispute between you and the Program Facilitator, you will first contact the Program Facilitator in writing and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any arbitration or court action.

Arbitration Agreement and Class Action Waiver.

• If the dispute remains unresolved thirty (30) days after you first contact the Program Facilitator in writing, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to participation in the Program, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Program Facilitator agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). The JAMS Rules and the JAMS Consumer Arbitration Minimum Standards, the latter effective July 15, 2009, are available at https://www.jamsadr.com.
• Arbitration will be handled by a sole, neutral arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class, consolidated or representative arbitrations and class, consolidated or representative actions are not permitted. You understand that by agreeing to these Terms, you and the Program Facilitator are each waiving the right to trial by jury or to participate in a class, consolidated or representative action or class, consolidated or representative arbitration. Court review of an arbitration award is limited. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages). Notwithstanding the foregoing, you and the Program Facilitator will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
• The place of arbitration will be New York, New York, but if you prefer a hearing in or closer to your hometown area, you and the Program Facilitator will confer in good faith in order to identify a reasonable alternative location.
• Each of the Parties shall cooperate in good faith in the discovery or exchange of nonprivileged information relevant to the dispute as necessary in accordance with the JAMS Rules.
• The arbitrator’s award will consist of a written statement stating the disposition of each claim, and the award will also provide a concise written statement of the essential findings and conclusions on which the award is based.
• You and the Program Facilitator shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement or unless otherwise required by law or judicial decision.

Costs of Arbitration.

Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules and the JAMS Consumer Arbitration Minimum Standards. If the value of your claim does not exceed $10,000, the Program Facilitator will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

Opt-Out.

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@voltus.co or to Voltus, Inc., 2443 Fillmore St. #380-3427, San Francisco, CA 94115. The notice must be sent to the Program Facilitator within thirty (30) days of your enrollment in the Program or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, the Program Facilitator also will not be bound by them.

12. Miscellaneous

Severability. The Program Administrator parties’ failure to enforce any portion of these Terms shall not constitute a waiver of that provision. If any provision of these terms is held to be invalid or unenforceable, all remaining provisions of these terms will remain in full force and effect.

Assignment. These Terms will be binding on Program Administrator Parties and their successors and assigns, and you. You may not assign your rights under these Terms without Program Administrator Parties’ prior written permission, which may be withheld in their sole discretion. Any attempt to assign your rights under these Terms without Program Administrator Parties’ permission shall be void. As between you and Program Facilitator, Program Facilitator may assign this agreement, in whole or in part, in its sole discretion. The program administrator parties are not responsible for the policies, actions, or inactions of others that might prevent you from entering, participating, or receiving an Incentive.

Changes to the Terms. Program Facilitator reserves the right to modify these Terms at any time. Program Administrator will notify you by email at the most current email address on record for you when any material changes are made to these Terms, and the effective date of the modified Terms, which will be after the date of our notice to you. Your continued participation in the Program thereafter signifies your acceptance to such modified Terms. The modified Terms will apply only to disputes that arise after the effective date of such modified Terms. You can review the most current version of the Terms at any time here: https://terms.voltus.co/partners/google/ppl/tos.

Binding Agreement. By applying for the Program, you accept and agree to comply with and be bound by these Terms, which constitute a binding contract between you and Program Facilitator, by incorporation into the Program Administrator’s Program terms. Failure to comply with these Terms may result in your disqualification from the Program. The decisions of the Program Administrator and the Program Facilitator regarding your eligibility to participate are final and binding in all respects. These Terms constitute the entire agreement between Program Facilitator and you relating to the subject matter hereof and supersedes all other such prior or contemporaneous oral and written agreements and understandings.