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Direct Energy

Direct Energy Comfortable Savings and Rush Hour Reward Program Terms & Conditions (this “Agreement”)

Comfortable Savings is a Direct Energy demand response program that allows you to participate in the Nest Rush Hour Rewards program (the “Program”) offered by Nest Labs, Inc. (“Nest”). As part of the Program, Nest’s servers will automatically inform your Nest Learning Thermostat of the existence of a Comfortable Savings event (each, an “Event”) as determined by Direct Energy and Nest causing the thermostat to automatically change the temperature set point for the HVAC system in your home during the Event. An Event can occur during the summer or winter seasons. At any time that you desire, you may override this temperature set point simply by manually or remotely turning your Nest thermostat to a different temperature.

Your acceptance of this Agreement gives Nest and Direct Energy permission to enable the Program, collect your energy usage information, and verify that your Nest Learning Thermostat is connected to an active Wi-Fi network and an HVAC system, and to enroll you in the Program, pursuant to the terms and conditions below.

Eligibility Requirements

To be eligible to participate in the Program, you must meet the following eligibility requirements: (1) be a Direct Energy residential energy service account holder; (2) have an installed, registered, and operable Nest Learning Thermostat which is connected to an active Wi-Fi network and an HVAC system at the Direct Energy service address; and (3) agree to the terms and conditions set forth herein.

Reward Payment

All qualifying Direct Energy customers are eligible to earn a reward payment per year for participating in the Program (the “Reward”). The Reward is given upon enrollment into the Program and each year thereafter; provided that you continue to participate in the Program. The Reward is provided solely by Direct Energy at Direct Energy’s discretion and can be modified at any time. Nest bears no responsibility for the Reward. Direct Energy reserves the right to seek further information to verify your eligibility for the Reward.

You acknowledge that Nest is facilitating your ability to earn the Reward, but Nest is not providing you any compensation or other financial benefit, and your permissions to Nest are not contingent on receipt or amount of the Reward.

Program Participation

By accepting this Agreement, you grant Direct Energy and Nest permission to enroll you in the Program and you acknowledge and agree that your participation in the Program is subject to the following terms and conditions:

You agree to participate in the Program and allow Direct Energy and Nest to remotely adjust your thermostat during an Event as indicated in the Program and as described above.

Each of Direct Energy and Nest reserve the right to cancel or modify the Program at any time.

Your participation in the Program will automatically renew yearly unless terminated as indicated below.

You also agree to use the Program only in compliance with the Nest Terms of Service, Privacy Statement, Web Site Privacy Policy, any other policies referenced in this Agreement and on Nest’s website (https://nest.com/legal/), as well as all applicable local, state, national, and international laws, rules and regulations.

You release and hold harmless Direct Energy and Nest from any liability, claim, demand, cause of action, damage or expense resulting from your participation in the Program.

You certify that you are authorized to make decisions with respect to your Direct Energy account.

You understand that each of Direct Energy and Nest reserve the right to verify any authorization request submitted before releasing information or taking any action on your behalf. In order to facilitate this, you permit Nest and Direct Energy to share eligibility information between them (for example, this could include Nest sharing the date on which you installed and connected your Nest Learning Thermostat, and whether it continues to be connected).

Each of Direct Energy and Nest may assign or delegate any of its rights or responsibilities under the Program to independent contractors or other third parties in accordance with the terms of this Agreement and each company’s privacy policies. Each of Direct Energy and Nest shall not by virtue of any such assignment or delegation be deemed to have waived any of its rights or remedies hereunder or otherwise. No delay or omission by either Direct Energy or Nest in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

DIRECT ENERGY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE NEST THERMOSTAT AND DIRECT ENERGY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NEST THERMOSTAT, INCLUDING MERCHANTABILITY, CONFORMITY TO MODELS OR SAMPLES AND FITNESS FOR A PARTICULAR PURPOSE.

By accepting this Agreement, you acknowledge that the information you have provided is truthful and you meet the minimum eligibility requirements. Each of Direct Energy and Nest may terminate your participation and not enroll you in the Program if you are not truthful in the information you submit as part of the Program or if you do not satisfy eligibility requirements. You acknowledge that you are participating in the Program on a voluntary basis. You may terminate your participation in the Program without cause at any time by calling Direct Energy at 1-888-305-3828 or Nest at 1-855-469-6378.

By participating in the Program, you agree that you have read and you understand this Agreement and all terms, conditions and provisions contained herein, and accept and will fully comply with and be bound by same. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict or choice of law rules of any jurisdiction. The Federal and state courts located in Harris County, Texas shall have exclusive jurisdiction over any dispute arising hereunder.