O&R Bring Your Own Thermostat (BYOT) Program
Terms and Conditions

Welcome to the BYOT Program!

About the Program. Participants whose applications to participate in the Program are accepted by EnergyHub, Inc. and Orange & Rockland Utilities, Inc. ("O&R" or "Utility") and who fully comply with these official terms and conditions ("Terms") ("Participants", "Customer" or "you") will receive a reward from O&R in the form of a $85 one-time enrollment incentive for each eligible thermostat ("Reward").

Why should I participate in the Program? EnergyHub provides and allows you to participate in O&R's summer demand response program (the "Program" or "Direct Load Control Program"). The Program will enable O&R to help its customers save energy and money while also allowing O&R to evaluate energy savings achieved as a result of the Program as well as assess customer engagement in and overall satisfaction with the Program. Participants who participate in the Program and fully comply with these Terms will receive the Reward described in these Terms. Participants will also help reduce the risk of blackouts and brownouts occurring in their electricity service areas.

Other Definitions.

Binding Agreement. To participate in the Program, Participants must be at least 18 years of age and agree to these Terms. Because these Terms form a legally binding agreement with respect to the Program, please read it carefully. If you do not agree to these Terms, you are not eligible to participate in the Program. Your application for the Program and your written acceptance thereof constitutes your agreement to these Terms. Notwithstanding the foregoing, you will not become a "Participant" in the Program until your application has been accepted and approved by Utility. These Terms become effective upon acceptance and will continue until you, EnergyHub, or O&R cancels or terminates your participation, provided that any permissions or releases granted hereunder shall survive cancellation or termination with respect to activities occurring prior to the time of such cancellation or termination. For clarity, the Program is a summertime program that may continue each year for so long as EnergyHub, O&R, or you do not cancel or terminate your participation.

Application Consent. By submitting an application and accepting these Terms, you give Emerson, EnergyHub and O&R the following permissions:

Participation Consent. Participants authorize:

Eligibility Requirements. Potential participants who meet the following criteria may apply to participate in the Program:

How To Apply. The Program application is available at https://sensi.energyhub.net/ss/enroll/oru. EnergyHub or O&R may accept or reject a potential Participant's application in its sole discretion without any liability to Participant. All entries become the property of EnergyHub.

Participation Requirements. Participant agrees, for the duration of the Program and at your sole expense, to:

Reward. O&R account holders are eligible to earn a one-time incentive payment of $85 per eligible thermostat enrolled in the Program. This initial incentive payment will reward participants for their first summer of Program participation. Continued participation for additional time periods will be compensated, if at all, at the current rate listed in O&R's electric tariff, pending Program funding and continuation. The Reward is provided solely by O&R. EnergyHub and Emerson bear no responsibility for the payment. You acknowledge that EnergyHub and Emerson are facilitating your ability to claim this payment, but EnergyHub and Emerson are not providing you any compensation or other financial benefit, and these Terms are not contingent upon your receipt of payment or the amount of the payment. O&R reserves the right to seek further information to verify your eligibility to receive the incentive payment.

How To Withdraw. You are participating in the Program on a voluntary basis. If you are dissatisfied with the Program, or if you no longer wish to grant the authorizations provided herein, you may withdraw from the Program at any time by emailing oru@energyhub.com. Withdrawing will not affect the other services provided to you by Emerson or O&R. By withdrawing, you may render yourself ineligible to receive a Reward or other compensation, participate in the Program in the future, or participate in other programs offered by EnergyHub or O&R.

Information. By applying for the Program and accepting these Terms, you represent and warrant that the information you provided for enrollment and as a part of Participant's service account is truthful and that you meet the eligibility requirements above, and agree to promptly notify EnergyHub if changes occur. EnergyHub or O&R may cancel or terminate your participation in the Program (or reject your enrollment) if the information you submit as part of your application is not true, if you do not satisfy the eligibility requirements, or for any other reason. Participant agrees that information about Participant's service account, Service usage, and devices connected to Participant's service account, as well as information customer provides while applying for Program or that is related to the Program may be shared with other third-party entities necessary for purposes of ensuring compliance with Program objectives and analyzing data.

Program Termination Due to Third-Party Approvals. EnergyHub's ability to offer the Program is contingent on certain approvals and acceptances from the Utility. Should EnergyHub fail to obtain such approvals and acceptances, the Program will be terminated, and Participants may not receive any Reward or other compensation. In the event of such termination, EnergyHub will provide general notice of such termination by posting it at www.energyhub.com.

Participant Termination by EnergyHub. EnergyHub reserves the right to terminate your participation in the Program at any time and without liability to Participant upon notice via email to the email address registered with EnergyHub or that you use to apply for the Program if you violate these Terms or applicable law, the Utility declares you ineligible or if your account with EnergyHub is no longer in good standing. If you enroll in a conflicting energy program through EnergyHub or Utility, EnergyHub may terminate your participation in the Program without liability and without notice.

Conduct. You agree to use the Program only in compliance with the policies and agreements referenced in these Terms as well as all applicable local, state, national, and international laws, rules and regulations. You also agree that your participation in the Program is subject to O&R's Privacy Policy, as set forth on the O&R website (http://www.oru.com/privacypolicy/). Failure to comply with these Terms may result in your disqualification from the Program. You further agree to comply with and be bound by the decisions of EnergyHub and Utility regarding your eligibility to participate, which are final and binding in all respects. EnergyHub reserves the right in its sole discretion to disqualify any Participant it finds to be: (1) tampering or attempting to tamper with the operation of the Program; or (2) violating these Terms, conditions of use, or guidelines of any of EnergyHub's or O&R's 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 disqualification of a Participant and forfeiture of any Reward.

Energy Consumption. None of EnergyHub, Emerson, or Utility is responsible for any changes to your electricity costs incurred by you during or related to the Program.

Program Period. The Program will run for the period of May 1 through, and including, September 30 annually for the term of the Program. You may be automatically re-enrolled in subsequent Program Periods at EnergyHub's discretion, subject to the then-current Terms for the Program. The Program will continue until such time as O&R no longer administers it.

Adjustment Details. During Program events, EnergyHub's servers will automatically inform your thermostat of the existence of an O&R demand response event, which may cause the thermostat to change the temperature set-point for the air conditioner in your home on that day. At any time that you desire, you may override this temperature set-point simply by turning your thermostat to a different temperature or through components of the Service, such as the web portal and smartphone applications. Events are triggered based on a variety of factors and you may not receive all possible events or any particular event. Any such adjustment will occur without any manual intervention by you. You generally will be notified of an event on the day prior; however, in an emergency O&R may deploy an event sooner or without notice if deemed necessary to prevent outages. Again, at any time that you desire, you may override this temperature set-point.

Privacy Notice. By participating in the Program, you agree that EnergyHub, Emerson, and O&R 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. Emerson, O&R and EnergyHub will protect your personal information and usage data consistent with these Terms and each company's then-current privacy policy.

Governing Law. This Program is governed by the laws of New York. All federal, state and local laws and regulations apply. As a condition of participating in the Program and unless otherwise prohibited by law, Applicants and Participants agree that any and all disputes that 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 Further, in any such dispute, under no circumstances will a Participant be permitted to obtain awards for, and each Participant hereby waives all rights to claim, punitive, incidental or consequential damages, including attorneys' fees, and Participant further waives all rights to have damages multiplied or increased.

Other Terms and Conditions.

No Recourse to Judicial or Other Procedures. To the fullest extent permitted by law, the rights to litigate, to seek injunctive relief, or to any other recourse to judicial remedy or any other procedure in case of disputes or claims resulting from or in connection with the Program are hereby excluded, and you expressly waive any and all such rights. Note, such waiver is not enforceable in all jurisdictions.

DISCLAIMER: THE PROGRAM PARTIES 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 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, (V) DAMAGE TO ANY COMPUTER (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 THAT ARE LATE, LOST, STOLEN, DAMAGED, ILLEGIBLE, AND/OR UNINTELLIGIBLE (OR ANY COMBINATION THEREOF).

LIMITATIONS OF LIABILITY: PARTICIPANTS ASSUME ALL RISK OF PARTICIPATION IN THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU INDEMNIFY AND AGREE TO HOLD HARMLESS THE PROGRAM PARTIES AT ALL TIMES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES THAT ARISE FROM OR ARE RELATED TO ANY ACT, BREACH, DEFAULT OR OMISSION BY YOU, WHETHER NEGLIGENT OR OTHERWISE, UNDER THESE TERMS OR IN CONNECTION WITH THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE, FOREVER DISCHARGE AND HOLD HARMLESS THE PROGRAM PARTIES FROM ANY AND ALL LIABILITY, CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE OR EXPENSE ARISING OUT OF OR RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM AND/OR USE OR ACCEPTANCE OF ANY REWARD OTHER THAN FOR: (1) DEATH OR PERSONAL INJURY ARISING DIRECTLY OUT OF OR RESULTING DIRECTLY FROM O&R'S, EMERSON'S OR ENERGYHUB'S NEGLIGENCE OR BREACH OF CONTRACT; OR (2) THE PROGRAM PARTIES' FRAUDULENT MISREPRESENTATION OR DELIBERATE BREACH OF CONTRACT. THE PROGRAM PARTIES 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.

Third Parties. The Program Parties are not responsible for the policies, actions, or inactions of others that might prevent the Participant from entering, participating, and/or claiming a prize or Reward in the Program. All Participant applications are subject to EnergyHub's and O&R's review and approval.

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

Terms Modification. You agree that EnergyHub has the right to make changes to these Terms at any time. EnergyHub will make reasonable efforts to notify you of such changes, and you can review the most current version of the Terms at any time at https://sensi.energyhub.net/ss/terms/oru/sensi-oru.html. Your continued participation in the Program constitutes your agreement to the changed Terms.

Entire Agreement. These Terms constitute the entire agreement between EnergyHub and a Participant relating to the subject matter hereof and supersedes all other such prior or contemporaneous oral and written agreements and understandings with respect to such subject matter.