PROGRAM TERMS AND CONDITIONS

Welcome to the ConnectedSolutions Program (“Program”). By becoming a Participant of the

Program, you may reduce stress on the grid in your utility service area. By participating in the

Program, you may be eligible to receive the Reward described below, subject to these Program

Terms and Conditions (“Terms”). To become a Participant in the Program, you must submit an

application to, and have it accepted by, both the Sponsor and the Program Administrator (as each

is defined below). You must have an installed and operational Lux to participate in this Program.

Binding Agreement. By applying for the Program, you agree to comply with and be bound by

these Terms, even if your application is not accepted or approved by the Sponsor (as defined

below) and the Program Administrator; provided, however, in the event your application is not

accepted or approved, you will not be subject to data collection under these Terms. Failure to

comply with these Terms may result in your unenrollment from the Program. The decisions of the

Sponsor and the Program Administrator regarding your eligibility to participate are final and binding

in all respects. Sponsor reserves the right in its sole discretion to unenroll any Participant for, among

other things: (1) tampering or attempting to tamper with the operation of the Program; or (2) violating

these Terms or the terms and conditions of use of any of Sponsor Parties’ property or service. Any

false information provided within the context of the Program by any Participant is a violation

of these Terms and may result in the immediate unenrollment of a Participant and forfeiture

of any Reward.

About the Program. Applicants whose applications to participate in the Program are submitted by

the enrollment deadline and accepted by the Program Administrator (“Participants”, “you”, and

“your”) and who fully comply with these Terms may receive an incentive, as set forth below

(“Reward”), to be provided to you by Program Administrator following the conclusion of the

Program term. To receive the Reward, you must be accepted as a Participant by the Sponsor and

Program Administrator, and your participation must not be withdrawn or terminated before the end

of the Program term. In connection with the Sponsor Parties’ operation of the Program, you consent

to the Sponsor Parties’ using your Program Data for Sponsor Parties’ participation in the

Massachusetts Clean Peak Energy Standard (“Clean Peak Standard”). The Program does not

include title to, or the benefits associated with, any environmental attributes associated with the

capability of the Program to produce energy, capacity or demand response services, or the

reduction of emissions of carbon dioxide or other greenhouse gasses from any anthropogenic

source (the “Environmental Attributes”, as further defined herein). As such, Your participation in

the Program releases (or relinquishes) Your rights to the any and all Environmental Attributes, as

defined below, generated and/or created during the time of Your Program Participation in exchange

for the designated Reward. Your participation in the Program, furthermore, acknowledges that You

are releasing Your Environmental Attributes and the rights associated that entitle you to apply for

benefits pursuant to the Clean Peak Standard, either on Your own or through a third-party working

on Your behalf, which may or may not have a monetary value.

Definitions. In the context of these Terms,

●

The Program is provided by EnergyHub, Inc., 41 Flatbush Avenue, Suite 400A, Brooklyn,

NY 11217 (“Sponsor”).

“Adjustment Events” mean times during the Program Period when the DER Vendor will

control Participant’s Device(s) (on behalf of the Sponsor Parties) to signal the Device to

change device mode, setpoint, or other settings, as applicable.

●

“DER Vendor” means Lux.

“Device” means your Lux which can be monitored and operated during the Program by

DER Vendor’s network operations center.

●

“Environmental Attributes” means any and all past, present or future renewable energy

credits, credit privileges, emissions reductions, offsets, allowances, registrations, emission

or air quality attributes, the avoidance of the emission of any gas, chemical, pollutant, or

other substance into the air, soil, or water, or the reduction, displacement or offset of

emissions resulting from fuel combustion at another location, or other benefits allocated,

assigned, or otherwise awarded or certificated to Participant by any governmental

authority, program administrator, registry, independent certification board or group, or any

person in connection with the Program (including tax or other credits from international,

national, state, or other governmental entities) which may or may not have monetary value.

“FAA” means the Federal Arbitration Act.

●

“Participant” means an applicant that has been accepted into the Program by the Program

Administrator.

●

“Program” means the ConnectedSolutions Program.

“Program Data” means data related to your identity, your Adjustment Event opt-in or opt-

out status, your energy usage and/or energy production, your Program Administrator

account, your utility bill, and operational data about your Device(s).

“Program Period” means the duration of the Program, which runs from January 1^stthrough

December 31^st.

●

“Program Administrator” means National Grid.

“Reward” means:

(1) upfront incentive

▪

R-1, G-1, or G-2 rate customers: $50 eGift card up front (per Device)

R-2 rate customers: $100 eGift card up front (per Device)

(2) Ongoing incentive

▪

R-1 or R-2 rate customers: $20 eGift card per season, for any Device

enrolled on or before August 15^thof that season.

▪

G-1 or G-2 rate customers: $200 eGift card per season, for any Device

enrolled on or before August 15^thof that season.

●

“Service” means the connection between your Device(s) and the DER Vendor platform.

“Sponsor Parties” means Sponsor, DER Vendor, and Program Administrator, their

respective successors and assigns, and each of their respective affiliates, agents,

directors, officers, and employees.

●

“Terms” means these Program Terms and Conditions.

Application Consent by Participant. By submitting an application to enroll as a Participant, you

authorize the Sponsor Parties to 1) collect, use, and exchange Program Data and retain such data

indefinitely, solely for the purposes of determining your eligibility for the Program and operating the

Program (which may include sharing your Program Data with third-party contractors who assist

Sponsor Parties in operating the Program); 2) review and analyze all of your Program Data for the

purposes of the Sponsor Parties fulfilling their obligations under the Program and applicable law,

improving the Program and as otherwise permitted by applicable law, and to exchange and use

conclusions with each other and publish results based on those conclusions, provided that they

treat all such Program Data in accordance with their respective privacy policies; 3) automatically

signal your Devices to take part in Adjustment Events for this Program or for general system testing

purposes; 4) send you emails, text messages and other notifications related to the Program,

including about your enrollment status and Program-related adjustments to your Devices; 5) send

you emails, text messages and other notifications related to surveys about the Program and to

share your responses to such surveys among the Sponsor Parties; 6) retain all of your Program

Data indefinitely for record keeping purposes; 7) summarize the results of the Program in publicly-

available studies, provided that any Program Data included in such studies will be anonymous such

that you are not individually identifiable. In addition, you authorize the Sponsor Parties to use and

to share your Program Data with any governmental or regulatory entities involved in the Clean Peak

Standard, including but not limited to the Massachusetts Department of Energy Resources; and 8)

ultimately use that Program Data for the Sponsors’ participation in CPS for the benefit of minting

Clean Peak Energy Credits. Note that if you choose to not participate in the Program, you still have

the option of either applying to the Clean Peak Energy Standard Program on your own or working

with a separate third-party who can apply on your behalf.

Eligibility and Enrollment. You may apply to become a Participant and participate in the Program

if you meet the following eligibility criteria and do the following:

●

You must be at least 18 years of age;

You must have one or more Devices that are compatible with and connected to the Service

and compatible with the Program design;

●

Have and maintain an active account in good standing on the Service and a continuous

connection between your enrolled Devices and the Service;

Assist Sponsor Parties’ support personnel in troubleshooting and resolving connectivity,

firmware and other Device-related issues; and

Have an active utility account with your Program Administrator.

Program Period. The Program will run for the Program Period defined above. You may be

automatically re-enrolled in subsequent Program Periods at Sponsor’s discretion, subject to the

then-current Terms for the Program. You may unenroll from the Program at any time, provided that

it may affect your Reward.

Program Description. Participant agrees to allow DER Vendor, on behalf of the Sponsor Parties,

to control the Participant’s Devices during the Program Period. Such adjustments are referred to

as Adjustment Events. For Devices that allow for temperature control, Adjustment Events may

include or be preceded by “pre-cool” or “pre-heat” periods, wherein the then-current or scheduled

target temperature setpoint is temporarily changed to prepare for the subsequent adjustment. For

certain types of services offered by the Sponsor Parties, an Adjustment Event may occur even if

the Device is in any kind of hold mode at the start of the Adjustment Event. Participant may opt out

of a current or future Adjustment Event at any time by directly adjusting the Device or contacting

DER Vendor.

How to Apply. You can apply to participate in the Program through your DER Vendor mobile app

or at the program enrollment website found here:

https://my.luxproducts.com/connect/enroll/nationalgrid-ne. The Sponsor Parties may accept or

reject your application in their discretion.

How to Withdraw. Once you are accepted as a Participant in the Program, you may withdraw by

emailing the Sponsor contact address specified below. Withdrawal will not affect the other services

provided by the Sponsor Parties to you. By withdrawing, you may affect your ability to receive the

Reward, to participate in the Program in the future, or to participate in other programs offered by

Sponsor.

Program Termination. Sponsor's ability to offer the Program is contingent on receiving certain

approvals and acceptances from Program Administrator. If such approvals and acceptances are

withheld or withdrawn, or if the Program is declared unlawful, the Program will be terminated along

with the Reward. Further, Sponsor’s ability to offer the Program to you is contingent on Sponsor’s

agreements with DER Vendor, and in the event such agreement(s) terminate for any reason, your

participation in the Program will be terminated along with the Reward. In the event of such

termination, DER Vendor may provide notice to you by email, and Sponsor may provide notice at

www.energyhub.com. Termination of the Program will not affect any payment obligations you may

have for your DER Vendor Device, and your DER Vendor customer agreement will remain in effect.

Disqualification. The Sponsor Parties may terminate your participation in the Program and

Reward at any time and without liability upon notice to you via email if you violate these Terms or

applicable law, if you do not comply with any reasonable request from a Sponsor Party in

connection with this Program, if your Program Administrator declares you ineligible for the Program,

if your account with Program Administrator or DER Vendor is no longer in good standing, or if you

do not maintain a continuous connection between your enrolled Device(s) and the Service. If you

enroll in a conflicting energy program through Sponsor Parties, Sponsor may terminate your

participation in the Program without liability and without notice. Program Administrator reserves the

right to cancel your participation in the Program if you participate in fewer than 15% of the event

hours during a season. You will not be considered participating in a Program event if you opted

out, your device was offline or was not in cooling mode at the time of the Adjustment Event.

Disqualification from the Program will not affect any payment obligations you may have for your

DER Vendor Device, and your DER Vendor customer agreement will remain in effect.

Privacy Notice. By participating in the Program, you agree that the Sponsor Parties may collect

your personal information or data and that if they cannot collect the required information or data,

you may not be eligible to participate in the Program. Sponsor Parties will administer your personal

information and usage data consistent with these Terms and each company’s then-current privacy

policy. Sponsor’s privacy policy is located at: http://www.energyhub.com/privacy-policy

Changes in Your Utility Costs. Sponsor Parties are not responsible for any changes in your utility

costs during the Program period.

Information. You represent and warrant to Sponsor that the information you provide to Sponsor

while applying for and during the Program period is accurate and complete, and you agree to

promptly notify Sponsor if any information you provided during your application for the Program has

changed.

Rights to and Use of Environmental Attributes.

Reporting and Use Rights. Sponsor shall have the exclusive right to report, use, and register its

ownership of such Environmental Attributes in compliance with federal, state, or local laws and

regulations, or any registry or certification body, system, agency, authority, or other party, and any

present or future federal, state, or local law or regulation, or domestic or international emissions

trading program, including for programs (e.g. Clean Peak Energy Standard) where Participant has

the option to report and register themselves.

Marketing Claims, Use and Sale Rights. Sponsor shall have the exclusive right to make all claims

as to all Environmental Attributes associated with the operation or maintenance of the Service.

Sponsor shall have the right to market, use, and sell the Environmental Attributes without any duty

of accounting or obligation to share proceeds with Participant.

Participant Representations and Warranties.

a. Participant represents and warrants that Participant has not, under any Environmental

Attribute certifying body or otherwise, sold to any other person or entity, retired for its own

benefit, or represented as part of any energy sale the Environmental Attributes associated

with the Service under this Agreement.

b. Participant represents and warrants that all rights, title, and interest in the Environmental

Attributes are free and clear of all liens, taxes, claims, security interests, or other

incumbrances of any kind whatsoever.

Cooperation. Participant shall take all actions as are reasonably requested by Sponsor to give

effect to this Section and to ensure that Sponsor is recorded as the owner of and entitled to any

reporting and use rights, and other benefits accruing from, any Environmental Attributes.

Purchase Option. Environmental Attributes may only be purchased by Participant, if at all,

pursuant to a separate transaction entered into by Sponsor and Participant for the purchase and

sale of such Environmental Attributes.

Violation of Marketing Claims. If Sponsor determines that Participant or any third-party has made

a statement, claim, or other communication that could reasonably be expected to adversely affect

the right of Sponsor or any other subsequent purchaser of the Environmental Attributes to claim

the exclusive ownership of or reporting rights of the Environmental Attributes associated with the

Service, then Participant shall take such commercially reasonable actions as may be necessary or

that Sponsor may reasonably request in order to retract or otherwise correct such statement, claim,

or other communication or to cause such statement, claim, or other communication to be retracted

or otherwise corrected, as applicable.

General Conditions. This Program is governed by the laws of the State of New York without regard

to its applicable principles of conflicts of law. The Sponsor Parties’ failure to enforce any term of

these Terms shall not constitute a waiver of that provision. THE SPONSOR PARTIES (AND EACH

OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES)

ARE NOT RESPONSIBLE OR LIABLE FOR ANY INCORRECT OR INACCURATE PROGRAM

APPLICATION INFORMATION, AND ASSUME NO RESPONSIBILITY FOR (I) TYPOGRAPHICAL

OR OTHER ERRORS IN THE PRINTING OF THE PROGRAM MATERIALS OR THE OFFERING

OR ANNOUNCEMENT OF ANY REWARD, (II) ANY ERROR, OMISSION, INTERRUPTION,

DEFECT OR DELAY IN OPERATION OR TRANSMISSION AT ANY WEBSITE, (III) FAILURE OF

ANY APPLICATION TO BE RECEIVED BY SPONSOR DUE TO TECHNICAL PROBLEMS,

TELEPHONE SERVICE PROBLEMS, PRINTING ERRORS, HUMAN ERROR OR TRAFFIC

CONGESTION ON THE INTERNET OR AT ANY WEBSITE, (IV) COMMUNICATIONS LINE,

HARDWARE AND/OR SOFTWARE FAILURES, (V) DAMAGE TO ANY COMPUTER OR DEVICE

(SOFTWARE OR HARDWARE) RESULTING FROM PARTICIPATION IN THE PROGRAM, (VI)

THEFT OR DESTRUCTION OF, TAMPERING WITH, UNAUTHORIZED ACCESS TO, OR

ALTERATION OF APPLICATIONS AND/OR PROGRAM APPLICATION INFORMATION, OR (VII)

APPLICATIONS WHICH ARE LATE OR LOST, OR (VIII) ANY LOSS OF INCOME DUE TO

DEVICE CONTROL. PARTICIPANT ASSUMES ALL RISK OF PARTICIPATION IN THE

PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU INDEMNIFY AND AGREE

TO KEEP THE SPONSOR PARTIES (AND EACH OF THEIR RESPECTIVE AFFILIATES,

AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES) INDEMNIFIED AT ALL TIMES FROM

AND AGAINST ANY LIABILITY, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND

EXPENSES THAT ARISE FROM OR ARE RELATED TO ANY ACT, DEFAULT OR OMISSION

BY YOU AND/OR A BREACH OF ANY WARRANTY BY YOU AND/OR TO ANY ACT, DEFAULT

OR OMISSION BY YOU UNDER THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY

LAW, YOU AGREE TO HOLD THE SPONSOR PARTIES (AND EACH OF THEIR RESPECTIVE

AFFILIATES, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES) HARMLESS FROM ANY

INJURY OR DAMAGE CAUSED OR CLAIMED TO BE CAUSED BY PARTICIPATION IN THE

PROGRAM AND/OR USE OR ACCEPTANCE OF ANY REWARD OTHER THAN FOR: (1) DEATH

OR PERSONAL INJURY ARISING AS A RESULT OF SPONSOR'S NEGLIGENCE OR BREACH

OF CONTRACT; OR (2) THE SPONSOR PARTIES’ FRAUDULENT MISREPRESENTATION OR

DELIBERATE BREACH OF CONTRACT. THE SPONSOR PARTIES (AND EACH OF THEIR

RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES) HAVE NO

LIABILITY TO ANY PARTICIPANT FOR ANY LOSS, DAMAGE, COSTS OR EXPENSE

INCURRED AS A RESULT OF OR IN CONNECTION WITH A PARTICIPANT'S PARTICIPATION

IN THE PROGRAM. 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. These Terms will be binding

on the Sponsor Parties and their respective successors and assigns, and Participant. Participant

may not assign these Terms without the written consent of Sponsor whereas Sponsor may assign

these Terms to any third party. The Sponsor Parties are not responsible for the policies, actions,

or inactions of others that might prevent the Participant from entering, participating, or claiming a

Reward. For the avoidance of doubt, it is specifically understood and agreed that there shall be no

personal liability on the part of any affiliates, agents, directors, officers, and employees of each

Sponsor Party under these Terms.

These Terms constitutes the entire agreement between Sponsor Parties and a Participant relating

to the subject matter hereof and supersedes all other such prior or contemporaneous oral and

written agreements and understandings.

Arbitration. If you and the Sponsor do not resolve any dispute by informal negotiation, any other

effort to resolve the dispute will be conducted exclusively by binding individual arbitration governed

by the FAA. You are giving up the right to litigate (or participate in as a party or class member) all

disputes in court before a judge or jury. Instead, all disputes will be resolved on an individual basis

before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the

FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

No Class Action Procedure. Notwithstanding any of the foregoing or any other provision of these

Terms, class arbitration is not permitted under any circumstance. You and the Sponsor agree that,

by entering into this Agreement, THE PARTIES MAY BRING CLAIMS AGAINST THE OTHER

ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITY, and not as a plaintiff or class member in

any purported class or representative proceeding. Further, you agree that the arbitrator may not

consolidate proceedings or more than one person’s claims, and may not otherwise preside over

any form of a representative or class proceeding. Although the non-availability of any form of

representative or class proceeding is clear from this Agreement, should any dispute arise regarding

or relating to the existence, validity, enforceability, or interpretation of the Arbitration and No Class

Action procedures provisions above, the federal court located in New York, New York shall have

the sole and exclusive jurisdiction to hear and determine the issue.

Changes to the Terms. Sponsor may modify these Terms at any time. We will notify you by email

at the most current email address we have on record for you when we make any material changes

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. We will also post the most current version of the Terms on our website

specified below and encourage you to check this site frequently.

Acceptance of Agreement. The use of an electronic signature process to accept and sign these

Terms, including your indication of acceptance of these Terms by a click-through or click-wrap

process presented on Sponsor’s website, shall constitute effective execution and delivery of these

Terms, and shall form a binding contract between you and the Sponsor, and the other Sponsor

Parties shall be express third party beneficiaries hereof and may enforce the provisions hereof as

if they were a party hereto.

Additional Program Details. Additional program details are available at the following website

address: https://www.nationalgridus.com/MA-Home/Energy-Saving-

Programs/ConnectedSolutions . EnergyHub contact information for the program is:

nationalgridne@energyhub.com