Welcome to AutoGrid’s FlexSavers Program. With AutoGrid’s Energy
Savers Program, you help
your utility manage the grid
better and lower the need for more expensive power plants. You must meet the following
eligibility requirements to
participate in the VPP Program:
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You must be at least 18 years old.
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You must be a Southern California Edison Company (“SCE”) or Clean Power Alliance (“CPA”)
electricity account holder for
the duration of the VPP Program.
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You must NOT be a participant in SCE’s Smart Energy Program or Summer Discount Plan
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You must have an operable and eligible behind-the-meter, solar-paired battery system
manufactured by SolarEdge or
another manufacturer authorized and approved by AutoGrid (the “Battery System”).
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The Battery System must be connected to an active Wi-Fi network at your account service
address.
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You must agree to and comply with the following Terms and Conditions.
These Terms and Conditions (the “Terms and Conditions”) apply to
participants in SCE’s
Virtual Power Plant Pilot or
other similar program (the “VPP Program”) and are between you and AutoGrid Systems, Inc.
(“AutoGrid”). The VPP Program,
managed by AutoGrid on behalf of SCE, will make changes to your Battery System’s operations
in response to requests from
SCE. As a participant in the VPP Program, you acknowledge and agree that your use of your
Battery System and your
participation in the VPP Program are subject to these Terms and Conditions
Customer Agreements
You agree to participate in the VPP Program and you agree to
allow AutoGrid to coordinate with your Battery System
manufacturer
and/or provider to remotely control your Battery System during the term of the VPP Program,
from October-15-2021 to
October-14-2024 (the “Term”). You authorize AutoGrid to request and access your personally
identifiable information
related
to the Battery System, including data on energy storage and usage (“Data”). You agree to
keep the Battery System
connected to
SCE’s electric service during the Term at your sole cost and expense.
Battery Usage During an Outage
Whenever there is an outage - whether that outage is planned for
maintenance, a shutdown for wildfire prevention, or an
emergency on the grid - your system will operate as it would normally. Your system will not
be used in the pilot during
an outage.
Incentives
You acknowledge that AutoGrid may receive all credits, rebates,
environmental attributes, solar renewable energy
credits, or other payments or offsets (the “Benefits”) that are attributable to the VPP
Program. All Benefits will be
the sole property of and transferable by AutoGrid
In exchange for your participation in the VPP Program, AutoGrid
will offer you $1000 Master Card Gift card (the
“Rebate”) in the following installments: $400 at sign up; then 3 payments of $200 on Nov-1st
of each program year during
the Term. AutoGrid reserves the right to make changes to the Rebate from time to time. In
such cases, you will be
notified and will have option to terminate your participation. The Rebate will not be
exchangeable for cash or SCE or
CPA statement credit. You are solely responsible for compliance with federal, state and
local tax and other laws, and
any costs, associated with accepting and using the Rebate.
Termination
You agree that AutoGrid may suspend or terminate your
participation in its VPP Program at any time and without prior
notice, for any reason or no reason, including if AutoGrid believes you have breached any
provision of these Terms and
Conditions. If you suspend or terminate your participation in the VPP Program for any reason
during the Term, including
by disconnecting the Battery System, you will be ineligible to receive subsequent Rebates.
Communications
If you have opted to receive VPP Program communications from
AutoGrid, you are responsible for keeping your email
address updated with AutoGrid by emailing customer-service@energyaisystems.com
or by calling
1-888-292-0502. In the
event that your email address has changed, is not functioning properly, or is no longer
valid, you may not receive VPP
Program communications from AutoGrid.
Disclaimer
Except to the extent prohibited under applicable law, you hereby
release AutoGrid and its affiliated entities and their
respective directors, officers, employees, and representatives (collectively, the
“Indemnitees”) from, and agree to
defend, indemnify and hold harmless the Indemnitees from and against, all claims, damages,
losses, costs and expenses
(including attorneys’ fees) arising out of any violation of these Terms and Conditions by
you. AutoGrid reserves the
right, at its own expense, to assume the exclusive defense and control of any matter
otherwise subject to
indemnification by you (without limiting your indemnification obligations with respect to
that matter), and in that
case, you agree to cooperate with AutoGrid’s defense of those claims.
You must contact AutoGrid within one (1) year of the date of the occurrence of the event or
facts giving rise to a
dispute, or you waive the right to pursue any claim based upon such event, facts or dispute.
Data Usage and Disclosure
By participating in the VPP Program, you agree that AutoGrid may
share your Data, including enrollment and solar energy
production, battery status and smart inverter for a period before, during, and after the
test events, with SCE.
AutoGrid may use Data for the following purposes (in each case to the extent permitted by
applicable law): (1) to
operate, maintain, provide, and enhance the VPP Program; (2) for AutoGrid’s internal
purposes, including, without
limitation, research and development, improvement of AutoGrid’s product and service
offerings, and creation of new
product and service offerings; (3) to customize content and communications AutoGrid may
provide to customers; and (4)
for other purposes so long as the Data does not contain personally identifiable information
(including where Data has
been deidentified).
AutoGrid will not disclose Data to any third parties other than in the following
circumstances: (1) where the Data does
not contain personally identifiable information (including where Data has been
deidentified); (2) in order to provide
AutoGrid products or services to you (including working with third-party service providers
who may assist AutoGrid in
collecting, hosting, maintaining, analyzing, or otherwise processing Data for AutoGrid); (3)
if required to do so by any
law or regulation, in response to a court order, judicial or other government subpoena or
warrant, or to otherwise
cooperate with law enforcement or other governmental agencies; (4) if AutoGrid believes, in
good faith, disclosure is
appropriate or necessary to (a) take precautions against its own liability, (b) protect
AutoGrid or others from
fraudulent, abusive, or unlawful uses or activity, (c) investigate or defend against any
third-party claims or
allegations, (d) protect the security or integrity of AutoGrid’s services and any facilities
or equipment used to make
such services available, or (e) protect AutoGrid’s property or other legal rights
(including, but not limited to,
enforcement of AutoGrid’s agreements), or the rights, property, or safety of others; (5) to
AutoGrid’s assignees,
affiliates, actual or prospective lenders, financing parties, investors, insurers, and
acquirers; (6) disclosure to
contractors, service providers, and other third parties AutoGrid uses to support its
business and who are bound by
contractual obligations to keep personal information confidential and use it only for the
purposes for which AutoGrid
discloses it to them; and (7) for any purpose for which you have provided your express
consent.
Arbitration
By accepting these Terms and Conditions, you hereby waive the
right to a trial by jury or to participate in any class
action or representative proceeding, and you agree that any dispute, claim or controversy
arising out of or relating to
these Terms and Conditions or the breach, termination, enforcement, interpretation or
validity thereof, including the
determination of the scope or applicability of this agreement to arbitrate, shall be
determined by arbitration
administered by the American Arbitration Association in accordance with its Commercial
Arbitration Rules. The
arbitration shall be held in the County of San Francisco, California. You and AutoGrid shall
jointly request that the
appointed arbitrator administer the arbitration efficiently and, if possible, issue a
decision within six (6) months
from the date the arbitrator is appointed. The arbitrator’s award shall set forth both the
legal and factual basis of
the award.
Attorneys’ Fees and Costs
If either you or AutoGrid initiates arbitration or any legal
proceeding to enforce its rights under these Terms and
Conditions, the prevailing party shall be entitled to an award of reasonable attorneys’
fees, reasonable expert fees,
and costs and expenses actually incurred.
Governing Law
These Terms and Conditions are governed by and construed under
the laws of the State of California, U.S.A., without
regard to its principles of conflicts of law, and regardless of your location. You and
AutoGrid hereby submit to the
personal and exclusive jurisdiction of the state courts and federal courts located within
San Francisco County,
California for resolution of any lawsuit or court proceeding permitted under these Terms and
Conditions.