These Terms and Conditions constitute the entire agreement between you the eligible utility customer submitting this Agreement (also referred to herein as the Customer) and Energy Technology Savings, Inc. DBA Logical Buildings (“Logical Buildings”) (each a “Party” and collectively, “Parties”), under which Logical Buildings will act as an aggregator (“Aggregator”) to facilitate the participation of your utility electric service account in the Electric Reliability Council of Texas (“ERCOT”) Load Resources and Emergency Response Service program delivering demand response (“Demand Response”). Demand Response Programs (“Demand Response Programs”) may be administered by ERCOT or your utility. You authorize Logical Buildings to work with a third-party Demand Response Provider (“Demand Response Provider”) in order to register your account to participate in Demand Response Programs. Participation in Demand Response Programs will be determined based upon factors including account size, available programs, evidence of reliable load control, available storage or generation connected to the account.
Under the Demand Response Programs, Aggregators or Demand Response Providers are authorized to make certain payments to eligible customers who reduce their usage of electricity below normalized levels during a period of peak demand (“Demand Response Events”) designated by the ERCOT.
1-Products/Services: Under this Agreement, Logical Buildings will provide you with the following in connection with the Demand Response services provided under this Agreement:
*There are no payment guarantees. Payments are based upon the amount you and other participants reduce energy usage during an event. Logical Buildings assumes no responsibility for utility data or usage inaccuracies or other circumstances beyond its reasonable control that may interfere with Demand Response market operations or payments for performance.
2-Term of the Agreement/Renewal: This Agreement will be effective as of the date you provide your authorization by executing this Agreement and continue through December 31st of the same year.This Agreement will renew on Jan 1 of each year, at which point Logical Buildings may continue to enable participation by your account in Demand Response Programs unless you notify Logical Buildings that you would like to cancel this Agreement. You may cancel this Agreement at any time. To cancel, email “Cancel my Demand Response Enrollment” with your utility account number included to firstname.lastname@example.org. You must email Logical Buildings as described above in order to cancel this Agreement. If you cancel this Agreement prior to the end of the calendar year, you may forfeit your right to certain payments.
3-Payment Terms: Logical Buildings reserves the right to choose an allocation of revenue methodology among participants. The payments provided under the Demand Response Programs will vary based upon the performance of you and other participants in your area during Demand Response events. Reservation payments for Demand Response Programs are dependent on wholesale market prices, as well as the reduction achieved during Demand Response events.
Although some of the Demand Response Programs provide payments listed for monthly performance, Logical Buildings will pay the Customer for demand reduction services under this Agreement in a single annual lump sum payment to be made after both the ERCOT and the Demand Response Provider have completed their final adjustments and reconciliations for the applicable calendar year. Logical Buildings will deduct its fee from such payment.
4-Performance/Non-Performance: You are expected to perform when an event is called, and if you do not perform, you may not be paid. There are no penalties for non-performance other than loss of the opportunity to receive Demand Response payments. However, non-performance in one event may negatively impact overall payments.
5-Agency: You appoint Logical Buildings as your agent to facilitate the registration of your account in the Demand Response Programs, to determine and provide the ERCOT and the Demand Response Provider with Demand Response information, to receive information from your utility and/or the Demand Response Provider, including your name, address and historic and current interval metered energy usage, and event performance information to receive payment from the Demand Response Provider for your participation in the Demand Response Programs, to deduct Logical Buildings’ fee from such payments, and to otherwise interact with the utility, ERCOT and the Demand Response Provider on your behalf as may be necessary or desirable for your participation in Demand Response Programs. To the extent necessary to effectuate this agency relationship you agree to execute any authorizations or agreements that may be required under Texas, ERCOT and/or utility rules, regulations and policies.
6-Proprietary Rights/Rights to Access/Use of Online Services: If applicable, and subject to your compliance with the terms of this Agreement, Logical Buildings hereby grants to you a limited, revocable, non-transferable right to access and use the services for your personal, non-commercial use for the term of this Agreement. Except for the Customer’s actual metered use of electric power, which shall at all times remain the property of the Customer, the concepts, information, and applications furnished by Logical Buildings to the Customer under this Agreement shall remain the property of Logical Buildings, and Customer shall have no ownership interest, or rights to such during the term of, or upon, termination of this Agreement. Logical Buildings or third-party firmware or software embedded in, or “downloaded” to Logical Buildings’ or a third party’s equipment or used to provide the services, may be protected by trademark, copyright, patent and/or other intellectual property laws. Customer shall not take any action that will modify, reverse compile, disassemble, reverse engineer, otherwise attempt to derive the source code, or rent, lease, loan, sublicense, distribute, copy, modify, translate, post, publish or create derivative works.
7-Consent to Electronic Delivery of Account Communications: You hereby authorize Logical Buildings to deliver correspondence, notices and other communications using the methods chosen by you during the enrollment process, which may include emails or text messages.
8-Security: Access to the services under this Agreement may be enabled by a username and password. If access is enabled by a username and password, you shall maintain your username and password in strict confidence. You shall not share your username or password with another party or allow another person to access the services under your username or password.
9-Termination: Logical Buildings may immediately suspend or terminate this Agreement and its provision of the services without notice or liability in whole or in part if you violate any of the terms of this Agreement, or if any relevant Demand Response Program is discontinued.
10-Liability Limitation: In no event will Logical Buildings be liable for any consequential, indirect, exemplary, special, or incidental damages or any lost profits, revenues, data, use or opportunities arising from or relating to this Agreement. Logical Buildings is not and shall not be liable for any losses or damages that occur as a result of Customer’s misuse of the services provided under this Agreement unless also arising from the negligence or willful misconduct of Logical Buildings. Logical Buildings will not be liable for any damages caused by Force Majeure Events. In no event will Logical Buildings’ total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, exceed the amounts paid or due to be paid to Customer by Logical Buildings for Demand Response services provided under this Agreement. “Force Majeure Events” means acts of God, riots, fires, floods, unusually severe weather, epidemics, pandemics, curtailment or termination of sources or supplies of energy or power, inability to obtain or delay in obtaining materials or supplies, strikes or other labor disputes, acts of war, insurrection, civil unrest, terrorism, elevated risk of terrorism, riot or disorder, acts of governmental authorities, changes in law or regulation, or any other cause beyond the reasonable control of Logical Buildings, whether similar or dissimilar to those listed herein.
11-Disclaimer of Warranties: NEITHER LOGICAL BUILDINGS, ITS AFFILIATES, PARTNERS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES AND SUCCESSORS AND ASSIGNS, NOR ITS THIRD-PARTY DATA OR SERVICE PROVIDERS, LICENSORS, AND THEIR RESPECTIVE PARTNERS, SUPPLIERS AND AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESSED, OR IMPLIED OR STATUTORY AS TO THE PERFORMANCE OR RELIABILITY OF THE ONLINE SERVICES OR ANY DATA OR INFORMATION OBTAINED IN THE COURSE OF PERFORMANCE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT OR WITH RESPECT TO YOUR USE OF SUCH SERVICES OR SUCH DATA OR INFORMATION, OR OTHERWISE WITH RESPECT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Logical Buildings makes no representation or warranty with respect to the existence, continuation, status, or availability of the Demand Response Programs. Payments under the Demand Response Programs are not guaranteed and depend upon multiple factors including your performance and the performance of others in your area during Demand Response events. Logical Buildings makes no warranty regarding meter reading accuracy or any other data accuracy. In the event that Logical Buildings provides Customer access to an app for participation in activities described herein, Logical Buildings makes no warranty regarding such app. Customer expressly acknowledges that there may be times when the app is unavailable due to maintenance or other reasons.
12-Indemnification: You shall indemnify and hold Logical Buildings and its officers, directors, managers, members, shareholders, employees, licensors, service providers, suppliers, contractors and agents and their successors and assigns harmless from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and expenses, expert witness fees and expenses and court costs, that arise out of your use of the services provided under this Agreement or any portion thereof, or any information or data derived therefrom.
13-Governing Law: The construction and performance of these Terms and Conditions will be governed by the substantive laws of the State of Texas without regard to its choice of law rules.
14-No Third-Party Beneficiaries/Assignment: This Agreement is made and entered into for the sole protection and benefit of the parties hereto and no other person or entity shall be a direct or indirect beneficiary of or shall have any direct or indirect cause of action or claim in connection with this Agreement. The terms and the rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred by you to any third party, by operation of law or otherwise, without the prior written consent of Logical Buildings.
15-General: This Agreement constitutes the Parties’ entire agreement and supersedes any prior agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof. This Agreement may be amended only by an instrument in writing signed by Logical Buildings and you. The failure of Logical Buildings to enforce its rights under the terms of this Agreement will not be construed as a waiver of such rights. In the event that any provision of the terms of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the remaining terms will otherwise remain in full force and effect and enforceable.
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The Agreement is a legal contract that is binding on me.