Legal Items

EnergyHub

Rush Hour Rewards Program Agreement for PG&E Customers

Thank you for your interest in the Rush Hour Rewards Program, a service offered by Nest Labs, Inc. (“Nest”).

Nest’s Rush Hour Rewards Program (the “Program” or “Rush Hour Rewards Program”) allows you to participate in a program for PG&E residential customers offered by EnergyHub, Inc. (“EnergyHub”) using your Nest Learning Thermostat. As part of the Rush Hour Rewards Program, Nest’s servers will remotely inform your Nest Learning Thermostat of the existence of a Rush Hour Rewards event, causing the Nest Learning Thermostat automatically to change the temperature setpoint in your home on that day without any manual intervention by you. At any time that you desire, you may override this temperature setpoint simply by turning your Nest Learning Thermostat to a different temperature or using the Nest website or mobile application. You agree to not use back-up generation during a Rush Hour Rewards event.

To participate in the Program, you must be at least 18 years of age and agree to this Rush Hour Rewards Program Agreement for PG&E Customers (this “Agreement”). Because this Agreement forms a legally binding agreement with respect to the Program, please read them carefully. By submitting this Agreement, you agree to be bound by all terms and conditions of this Agreement. If you do not agree to this Agreement, you are not eligible to participate in the Program and should not submit this Agreement. Notwithstanding the foregoing, you will not be enrolled in the Program until your application has been accepted and approved by EnergyHub.

By submitting this Agreement, you give Nest permission to access and use your energy usage and billing information, to enable the Rush Hour Rewards Program and for EnergyHub (a third party provider who manages demand response programs) to enroll you in the Rush Hour Rewards Program, pursuant to the terms and conditions of this Agreement. Any additional Nest Learning Thermostats installed at your PG&E service address will be automatically enrolled in the Rush Hour Rewards Program.

Nest will administer the Rush Hour Rewards Program in accordance with the Nest Terms of Service, privacy policies and other policies on Nest’s website (http://www.nest.com/legal) and applicable laws and regulations.

Eligibility Requirements

The Rush Hour Rewards Program is available to PG&E residential electric customers who meet certain eligibility requirements. In order to participate, for the duration of the Program you must: (1) be and remain a PG&E residential electric service account holder with an installed, operable Nest Learning Thermostat controlling an air conditioning unit, at the PG&E service address; (2) have and maintain an 802.11 wireless network at the PG&E service address; (3) have an active Nest account linked to your Nest Learning Thermostat; (4) agree to the terms and conditions set forth in this Agreement; (5) have and maintain an EnergyHub account in good standing; (6) complete and submit your application for the Rush Hour Rewards Program to EnergyHub before 11:59:59 PM PDT time on October 1, 2016; (7) submit a signed (including an electronically signed) Form CISR-DRP (relating to the disclosure of customer information) or otherwise expressly agree to the terms of a CISR-DRP in writing or electronically; (8) live and remain in a Sub-load Aggregation Point (Sub-LAP) that is eligible to participate in the Program; and (9) assist EnergyHub’s and Nest’s support personnel in troubleshooting and resolving connectivity and other Nest Learning Thermostat-related issues.

Incentive(s)

You may be eligible to earn incentive payments or other rewards (“Incentives”) for enrolling and/or remaining enrolled in the Rush Hour Rewards Program. To be eligible to receive any Incentive, you must complete and electronically sign the required Form CSIR-DRP. Incentives will be provided pursuant to the applicable EnergyHub offer and the automatic enrollment of additional Nest Learning Thermostats may not result in additional Incentives.

The Incentives are provided solely by EnergyHub. You acknowledge that Nest is facilitating your ability to earn Incentives, 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 Incentives. Nest makes no promise of any specific Incentive amount. EnergyHub reserves the right to seek further information to verify your eligibility for the Incentives.

Program Terms.

You can find more details about the Program, including Incentives and dispatch parameters for Rush Hour Rewards events, at nest.com/bay-area.

How To Apply.

You can apply to participate in the Program by visiting nest.com/bay-area. EnergyHub may accept or reject your application in its sole discretion.

Cancellation or Withdrawal.

This Agreement is effective upon your submission of this Agreement and will continue until you, EnergyHub or Nest cancels your participation. Once enrolled (as confirmed by EnergyHub), you may cancel your participation in the Program at any time during the Program Period by emailing EnergyHub at ca-north@energyhub.com or calling Nest at (855) 469-6378. By withdrawing, you may render yourself ineligible to receive an Incentive, participate in the Program in the future, or participate in other programs offered by EnergyHub or Nest.

Program Termination.

EnergyHub’s and Nest’s ability to offer the Program is contingent on receiving certain approvals and acceptances from electric utilities and electricity grid governing bodies, including PG&E and the California Independent Systems Operator (“CAISO”). If such approvals and acceptances are not obtained or if the Program is declared unlawful, the Program will be terminated, and you may not receive any Incentive. In the event of such termination, Nest or EnergyHub will provide you with notice of such termination.

Termination by Energy or Nest.

EnergyHub and Nest each reserve the right to terminate this Agreement and not enroll you, or terminate your enrollment, in the Program at any time and without liability upon notice via email if you do not satisfy the eligibility requirements, you violate this Agreement, applicable law, PG&E declares you ineligible, your account with EnergyHub is no longer in good standing, you enroll in a conflicting energy program through EnergyHub or Nest, or any other reason. You acknowledge that you are using Nest’s Rush Hour Rewards Program on a voluntary basis.

Changes in Your Electricity Costs.

EnergyHub and Nest are not responsible for any changes in your electricity costs during the Program.

Agreement.

By submitting this Agreement, you agree to the following:

• Nest is authorized to remotely inform your Nest Learning Thermostat of the existence of a Rush Hour Rewards event, causing your Nest Learning Thermostat automatically to change the temperature setpoint in your home on that day without any manual intervention by you. At any time that you desire, you may override this temperature setpoint simply by turning your Nest Learning Thermostat to a different temperature or using the Nest website or mobile application.

• EnergyHub and/or Nest are authorized to send you emails and other notifications related to your application for, and enrollment and participation in, the Program, including about your enrollment status and Program-related adjustments to your thermostat settings.

• EnergyHub and Nest may send you emails and other notifications related to surveys about the Program and to share your responses to such surveys among themselves. Such surveys may include questions about topics such as your experience in the Program and your willingness to participate in future energy saving programs.

• EnergyHub, Nest, PG&E and their respective agents may share certain information (including, but not limited to, your name, email address, service address, PG&E account number, Nest Learning Thermostat serial number, activation date, Nest account status, runtime data, set-points, and related details) to verify that you are eligible to participate in the Rush Hour Rewards Program and to evaluate the comprehensive energy impact of the Nest Learning Thermostat.

• EnergyHub and PG&E may share information with Nest about your energy usage and associated account and billing data in order for Nest to evaluate and improve its products and services. Such information includes, but is not limited to, consumption and billing data, billing records, billing history, meter usage data, and rate information. Your credit card, checking account, or similar payment information will not be shared by EnergyHub or PG&E with Nest.

• EnergyHub, Nest, PG&E and their respective agents (including the demand response provider) may exchange certain information related to your identity and your energy usage, solely for the purposes of administering the Program.

• Nest or EnergyHub may share with each other your decision to opt out of Rush Hour Rewards or your deletion of your Nest account, each of which will automatically result in the termination of your enrollment in Rush Hour Rewards.

• EnergyHub may summarize the results of the Program in publicly available studies, provided that any data or information included in such studies will be aggregated and anonymized such that you cannot be individually identified.

• You will participate in the Rush Hour Rewards Program in accordance with the Nest Terms of Service, privacy policies and other policies on Nest’s website (http://www.nest.com/legal) and applicable laws and regulations.

Information.

You represent and warrant that (i) the information you provide while applying for and during the course of the Program is accurate and you agree to promptly notify EnergyHub if any changes occur; and (ii) you meet the minimum eligibility requirements.

Conduct.

By submitting this Agreement, you agree to comply with and be bound by this Agreement and any other additional Program information provided to you during the Program. Failure to comply with this Agreement may result in your disqualification from the Program. You further agree to comply with and be bound by the decisions of the EnergyHub regarding your eligibility to participate, which are final and binding in all respects. EnergyHub reserves the right in its sole discretion to disqualify you from the Program if: (1) you tamper or attempt to tamper with the operation of the Program; or (2) you violate this Agreement. Any inaccurate or false information provided within the context of the Program by you is a violation of this Agreement and may result in your immediate disqualification from the Program and forfeiture of any Incentive.

General Conditions.

This Agreement is governed by the laws of the State of New York. All federal, state and local laws and regulations apply. EnergyHub, Nest, and their respective affiliates, agents, directors, officers, employees, successors, and assigns are not responsible for any typographical or other error in the printing of the offer or administration of the Program. EnergyHub’s or Nest’s failure to enforce any term of this Agreement shall not constitute a waiver of that provision. As a condition of participating in the Program, you agree that any and all disputes which cannot be resolved between the parties, and causes of action arising out of or in connection with the Program, shall be resolved individually, without resort to any form of class action.

Binding Arbitration.

Participants waive all rights to trial in any action or proceeding instituted in connection with this Agreement and/or the Program. Any controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of California and judgment on the arbitration award may be entered into any court having jurisdiction.

DISCLAIMER.

ENERGYHUB, NEST, AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, AND ASSIGNS 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 INCENTIVE, (II) ANY ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION AT ANY WEBSITE, (III) FAILURE OF ANY APPLICATION TO BE RECEIVED BY ENERGYHUB 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, OR (V) DAMAGE TO ANY COMPUTER (SOFTWARE OR HARDWARE) RESULTING FROM PARTICIPATION IN THE PROGRAM. LIMITATIONS OF LIABILITY.

YOU ASSUME ALL RISK OF PARTICIPATION IN THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE AND HOLD ENERGYHUB, NEST, AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, AND ASSIGNS HARMLESS FROM ANY LIABILITY, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES OR INJURY RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM. YOU ACKNOWLEDGE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER ENERGYHUB NOR NEST WILL HAVE ANY LIABILITY ARISING UNDER OR RELATING TO THIS AGREEMENT FOR ANY punitive, incidental or consequential damages OF ANY NATURE.

Severability.

If any provision(s) of this Agreement are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect.

Entire Agreement.

This Agreement constitutes the entire agreement between EnergyHub, Nest and you relating to the subject matter hereof and supersedes all other such prior or contemporaneous oral and written agreements and understandings.