Thank you for your interest in participating in the SmartFlex Rewards program (the “Program”) implemented by Uplight, Inc. (“Uplight”) for the territories served by Pacific Gas & Electric. These Program Participation Terms and Conditions (these “Terms”) are a legal agreement (“Agreement”) between you and Uplight governing your participation in the Program.

Clicking “I AGREE” or by otherwise participating in the Program, you (“Participant”) are agreeing to be bound by these Terms. 

1. The Program. The Program is open to PG&E customers with a heat pump water heater, heating board, EV charger, EV, central air conditioner, or smart thermostat or any other device that may be included at Uplight’s sole discretion, which such device must be WiFi-enabled (“Device”) and which will be remotely controlled by Uplight during a Smart Flex Reward event (“Event”) and daily time of use (“TOU”) (if applicable) as outlined in Section 6 of these Terms. Uplight will use each Program Participant’s SmartMeter data and/or thermostat telemetry to measure performance across the Program. Eligible PG&E customers will be entered into the sweepstakes as outlined in section 7 of these Terms.

2. Participant Eligibility. Uplight shall determine in its sole discretion Participant’s eligibility which must include:

   1. Participant receives electric service on a residential rate; 

   2. Participant has a PG&E SmartMeter ;

   3. Participant is not on Medical Baseline or Life Support rates; 

   4. Participant has an eligible Wi-Fi-enabled Device. Eligible Device models may change from time to time and will be listed on the website at https://smartflexrewards.com/eligible-devices;

   5. Participant is not enrolled in any other DR, Community Choice Aggregator (CCA), or third-party DR program and must enroll to participate in the Program through Nest or Ecobee (subject to their application terms) or through Emerson;

   6. Participant, prior to participating in the Program, obtains permission from the landlord or property owner; and 

   7. Participant must provide the contact information required to receive Program communications. 

3. Participant Device Control Requirements. Occasionally Uplight will communicate with your enrolled Device in order to temporarily reduce the associated electricity use during an Event. After the Event is over, Uplight will return your Device to its normal setting. Participant agrees and grants Uplight remote access to control Participant’s enrolled Device during an Event. The Device does not need any manual intervention by Participant. Adjusted Device temperature setpoints remotely done by Uplight may be manually overridden at any time by Participant. 

4. Program Enrollment Period. Participants will receive an email confirmation of their enrollment in the Program which shall continue unless terminated at any time in Uplight’s sole discretion (“Program Enrollment Period”). 

5. Incentives; Program Sweepstakes.

   1. New Participants who have not previously participated in a similar program sponsored by Uplight and/or PG&E shall be eligible for on one-time incentive payment of $50 upon confirmation of enrollment in the Program (the “One-Time Participant Enrollment Incentive”).

   2. Each eligible Participant will be automatically entered in one or more sweepstakes to win a prize offered by Uplight (each, as “Sweepstakes”). Please visit https://smartflexrewards.com/sweepstakes-rules to review eligibility conditions, prize information, and the terms and conditions for the Sweepstakes.

   3. Uplight reserves the right to make changes to the Rewards from time to time. In such cases, you will be notified via email at the address on file with Uplight and will have the option to terminate your participation. Events where Participant’s Device temperature will be remotely adjusted by Uplight include, but are not limited to, maintaining system integrity, CAISO emergencies, Flex Alert days, insufficient system generation to meet anticipated system load during the DR Season, within the hours of 12:01 PM and 9:00 PM. 

6. Communications. Participant agrees to provide and maintain valid email address for Program communications, accepts responsibility for the receipt of these communications and any consequences of not receiving them. To opt out of receiving these emails call (844) 923-0176 or email support@smartflexrewards.com. It may take up to 10 days to take effect. 

7. Participant Device Data and Other Information. Participant authorizes Uplight to access and/or will provide Participant’s personal identifiable information, energy usage data, utility account number, and any other Device data or information generated and arising from Participant’s participation during the Program Enrollment Period to carry out the Program’s purpose and as required to be disclosed to the California Public Utilities Commission request. Participant understands and agrees that by authorizing Uplight to control its Device in connection with the Program, Uplight may receive access to data from Participant’s Device directly, including data collected from its sensors. 

8. Personal Non-Commercial Use. The Program is offered ONLY for personal, residential non-commercial premises. Any commercial participation in the Program is expressly prohibited. 

9. Costs. Uplight is not responsible for providing the equipment or other requirements necessary to participate in the Program, i.e. the Devices, Internet access, or covering any added costs, if any, to Participant’s electric bills. Participant may be responsible for the purchase price less available rebate, shipping, and handling costs incurred from purchasing an eligible smart thermostat from the Program’s Online Store. 

10. No Warranty; Disclaimer. PARTICIPANT’S PARTICIPATION IN THE PROGRAM IS AT ITS SOLE DISCRETION AND RISK. THE PROGRAM IS OFFERED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. PG&E AND UPLIGHT EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE PROGRAM, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES FOR CONDITIONS OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY) AND ANY WARRANTIES OR CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. PG&E AND UPLIGHT MAKE NO WARRANTIES THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE. 

11. Indemnification. Participant agrees to indemnify, and hold Uplight and PG&E, their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with Participant’s participation in the Program.

12. Limitation of Liability.

    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL UPLIGHT OR PG&E BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING IN CONNECTION WITH THE PROGRAM, EVEN IF UPLIGHT OR PG&E HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF PARTICIPANT IS DISSATISFIED WITH THE PROGRAM, ANY OF THESE TERMS, OR BELIEVES UPLIGHT OR PG&E HAS BREACHED THESE TERMS IN ANY WAY, PARTICIPANT’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE PARTICIPATION IN THE PROGRAM.

    2. Participant acknowledges and agrees that neither Uplight nor PG&E shall be responsible for any damage to Participant’s Device that occurs during Participant’s participation in the Program.

    3. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. NOTHING IN THESE TERMS AND IN PARTICULAR WITHIN THIS “LIMITATION OF LIABILITY” CLAUSE SHALL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

13. Program Participation Termination.

    1. Termination By Uplight. Uplight has the sole discretion to terminate the Program, or Participant’s participation in the Program, at any time, with or without cause, by providing Participant written notice, which may be via email.

    2. Termination by Participant. Participant may terminate their enrollment in the Program at any time for any reason by calling Uplight at (844) 923-0176 or by emailing support@smartflexrewards.com. As such, Program participation is completely voluntary, and Participant can decide to withdraw at any point in the Program.

    3. Rights at Termination. Upon termination, all rights granted to Participant by these Terms will immediately cease. PG&E and Uplight are not liable to Participant or any third party for termination of the Program or Participant’s participation in the Program.

14. General.

    1. Entire Agreement. These Terms are the entire Agreement between Uplight and Participant concerning the Program’s eligibility and participation requirements, and supersede and replace any prior agreements regarding the same.

    2. Modification. Uplight may modify the Program at any time in its discretion. If Participant does not accept any such modification, its sole remedy is to terminate its participation in the Program.

    3. No Assignment. These Terms may not be assigned by Participant without Uplight’s prior written consent. Any purported assignment or delegation by Participant without the appropriate prior written consent of Uplight will be null and void.

    4. Severability and Waiver. If any provision herein is invalid or unenforceable, the remaining provisions will remain in full force and effect.

    5. Applicable Law and Dispute Resolution. These Terms shall be governed by the laws of the State of California, without giving effect to any conflict of laws or principles that may require the application of the law of another jurisdiction. Any dispute arising in connection with this Agreement shall first seek the assistance of a mediation to resolve any such outstanding disputes. If a resolution to the dispute is unable to be reached, the dispute will be settled exclusively under the rules of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) at its San Francisco, California office. Any election to arbitrate by one party will be final and binding on the other. THE PARTIES ACKNOWLEDGES AND AGREE THAT THEY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless otherwise agreed by the parties in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Program or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.

    6. Consent and Capacity. Participant warrants and represents they are over 18 years of age and have the necessary legal capacity and have obtained the required approvals to execute this Agreement to participate in this Program and adhere to these Terms. Participant shall be solely responsible for any failure to receive such necessary consents and approvals.

    7. Severability and Waiver. In the event any provision in these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

    8. Survival. Any suspension, termination or cancellation of the Program, or termination of Participant’s enrollment in the Program, will not affect the obligations and rights under these Terms which by their sense and context are intended to survive such suspension, termination or cancellation.