Program Rules and Customer Agreement for Energy Wise Rewards^TM

Bring-Your-Own-Device (BYOD) Participants

BYOD PROGRAM RULES

Eligibility

• Open to all Delmarva Power Maryland residential rate classes.
• Customer must be named on the Delmarva Power account.
• Customer must have a central air conditioner and/or heat pump.
• Customer must have a smart thermostat that can be controlled by Delmarva Power’s demand response management system. A list of qualifying smart thermostat models is available.
• Customer must have the smart thermostat enrolled in the Energy Wise Rewards Bring-Your-Own-Device (“BYOD”) Program.
• Customer must maintain a Wi-Fi connection with the smart thermostat.

Devices

• Customer may enroll an installed, in-use, and program-eligible smart thermostat in the BYOD Program to be controlled by Delmarva Power during conservation periods.
• Delmarva Power will provide Customer bill credits for one smart thermostat for each air conditioning unit or heat pump on the premises.

Credits

• Delmarva Power will apply an $8 Annual Reward Credit to Customer’s bill each month, June through October, for each smart thermostat enrolled in the BYOD Program. Customer can receive up to $40 in bill credits each year Customer participates in the BYOD Program.
• Delmarva Power may modify the incentive structure at any time.

Participation

• Customer must maintain a Wi-Fi connection with the smart thermostat to participate in conversation periods. If the smart thermostat is not connected to Wi-Fi for an extended period of time, Delmarva Power may unenroll the smart thermostat and the customer from the program.
• Customer will have the right to terminate participation in the BYOD Program at any time by calling Customer Support at 1-866-353-5799 or contacting DelmarvaPowerTStatOpt@icf.com.
• If Customer ceases to participate in the program, Delmarva Power will unenroll the smart thermostat in the operational and billing systems effective immediately. The smart thermostat will no longer participate in conservation periods and Customer will no longer receive bill credits.

Conservation Periods

• Conservation periods will occur during the summer, generally April through September, on designated Peak Savings Days. Conservation periods typically occur between noon and 8 p.m., and usually last 3-6 hours.
• During a Peak Savings Day conservation period, Delmarva Power will post information on delmarvapower.com, and Customer will be notified through the smart thermostat or its mobile application, and/or by the Company via phone call, email, or text, as selected by Customer in My Account.
• There is no limit to the number of Peak Savings Days Delmarva Power can call each year, but Customer can expect five or fewer conservation periods a year.
• Participating Customers may experience a temperature increase during a summer conservation period. Variables such as insulation, shaded windows, the use of ceiling fans, and the amount of foot traffic, all can also affect the temperature.
• Customer may opt out of up to two Peak Savings Day conservation periods a year. Customer opts out by adjusting the temperature setpoint on the smart thermostat or within its mobile app.
• PJM* could require a Priority Peak Day, a mandatory conservation period, for reliability reasons any time of year, and Delmarva Power may control the air conditioner or heat pump to comply. The conservation period will last until the situation is resolved. Delmarva Power cannot state how long it will last. Customer may not opt out of a Priority Peak Day.

CUSTOMER AGREEMENT

1. BY PARTICIPATING IN THE ENERGY WISE REWARDS BRING-YOUR-OWN DEVICE PROGRAM (“THE PROGRAM”), YOU CERTIFY THAT YOU ARE A NAMED DELMARVA POWER ACCOUNT HOLDER, AND YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE CONTACT A DELMARVA POWER REPRESENTATIVE TO REQUEST THAT YOUR NAME BE REMOVED FROM THE PROGRAM.
2. Delmarva Power (or its Contractor) will enable the smart thermostat to be controlled under the Program.
3. The smart thermostat will remain your property. Customer agrees to notify Delmarva Power if Customer disconnects or removes the smart thermostat. You may not assign or otherwise transfer this Agreement. DELMARVA POWER WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, AND PERSONAL INJURIES (INCLUDING DEATH), INCLUDING, WITHOUT LIMITATION, ANY DAMAGE RESULTING FROM OR ARISING OUT OF YOUR PARTICIPATION IN THE PROGRAM.
4. You understand that Delmarva Power assumes no responsibility for and shall have no responsibility for the condition or repair of your central air conditioner or other appliances. You understand that you are responsible for the repair and maintenance of your equipment, appliances, and systems.
5. THE PROGRAM IS PROVIDED “AS IS.” YOU UNDERSTAND AND ACKNOWLEDGE THAT DELMARVA POWER MAKES NO REPRESENTATION OR WARRANTIES ABOUT THE PROGRAM, WHICH IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DELMARVA POWER DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.
6. You agree to hold harmless, defend, and indemnify Delmarva Power and its subsidiaries, affiliates, officers, agents, and employees, from and against any third-party claim arising from or in any way related to your improper use of the smart thermostat or your participation in the Program, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorney’s fees, of every kind and nature. In such a case, Delmarva Power will provide you with written notice of such claim, suit, or action.
7. This Agreement constitutes the entire agreement between you and Delmarva Power concerning your participation in the Program. No undertaking, representation, or warranty made by any agent or representative of Delmarva Power in connection with the Program or smart thermostat will be binding on Delmarva Power except as expressly included herein.
8. You understand that Delmarva Power reserves the right to modify the terms of the Program and notify you of such Program modification. Your continued participation in the Program following notice of such change shall be considered acceptance.
9. Delmarva Power may assign or delegate any of its rights or obligations under this Agreement to independent contractors or other third-party organizations.
10. The above provisions regarding events beyond Delmarva Power’s control, warranties, disclaimers of warranty and liability, and termination will survive the termination of this Agreement. Failure to insist on strict performance of the terms will not operate as a waiver of any subsequent default or failure of performance. If any part of the above is determined to be invalid or unenforceable by a court of competent jurisdiction, then the invalid or unenforceable provision will be deemed ineffective and the remainder of the Agreement shall continue in effect. No joint venture, partnership, employment, or agency relationship exists between you and Delmarva Power as a result of this Agreement.

For answers to your questions about the Energy Wise Rewards program, please call1-866-353-5799 or visit delmarvapower.com/rewards

*PJM is the organization that manages the generation and transmission of electricity for all residents of the Middle Atlantic Region and portions of the Midwest. PJM determines when operating conditions are approaching the limits of the system and what actions are to be taken to avoid blackouts or other system emergencies potentially affecting large areas. PJM schedules all power plant and load management operation through an auction mechanism to obtain lowest reasonable cost of electricity for supply to electric utility customers in the region. Individual customers may also contract with independent generating companies for a portion of their electric supply, such as for renewable energy, but delivery of their energy across the regional grid is coordinated through the PJM operation control center to maintain system stability for all areas within our region.

Thermostat Optimization Program Terms and Conditions

Purpose and Program Overview: Delmarva Power’s Thermostat Optimization Program (the “Program”) provides you the opportunity to save additional energy and money through your qualifying smart thermostat. The Program works automatically to minutely modify temperature set points during your thermostat’s setback periods, adjusting for weather patterns without sacrificing comfort or requiring you to make daily behavior changes.

Eligibility: To participate in the Program, you must be an active Delmarva Power residential electric customer who has a heat pump and/or central air conditioner, and who resides in a single-family residential home or individually-metered townhouse, condominium, or apartment. You also must have a qualifying smart thermostat model that is connected to the Internet via a secure Wi-Fi connection.

Approval, Verification, and Inspection: As part of the Program, Delmarva Power reserves the right to remotely verify the Internet connectivity, and to optimize as described above, your smart thermostat. Delmarva Power may contact you if your smart thermostat appears offline and not connected to the Internet.  If your smart thermostat’s Internet connection cannot be verified or maintained, Delmarva Power reserves the right to cancel your application, enrollment, and participation in the Program. Delmarva Power will notify you of any associated issues and work to resolve them where possible.

Endorsement: Delmarva Power does not endorse any manufacturer, vendor, product, system design claim in this Program.

Information Release: By participating in the Program, you agree that (i) Delmarva Power may include your Delmarva Power services used and resulting energy savings in reports or other documentation submitted to the Maryland Public Service Commission, and (ii) if required by the Commission, Delmarva Power may also include your name in these reports or other documentation submitted to the Commission. Delmarva Power will treat all other information gathered in evaluations as confidential and report it only in the aggregate.

Limitation of Liability: DELMARVA POWER WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, AND PERSONAL INJURIES (INCLUDING DEATH), INCLUDING, WITHOUT LIMITATION, ANY DAMAGE RESULTING FROM OR ARISING OUT OF YOUR PARTICIPATION IN THE PROGRAM.

Warranties: THE PROGRAM IS PROVIDED “AS IS.” YOU UNDERSTAND AND ACKNOWLEDGE THAT DELMARVA POWER MAKES NO REPRESENTATION OR WARRANTIES ABOUT THE PROGRAM, WHICH IS PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DELMARVA POWER DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.

Certification: By checking “I agree to the above terms and conditions,” you agree that:

Delmarva Power may use information about your energy usage, associated account, billing data, and smart thermostat data to evaluate and improve its products and services and make specific recommendations for decreasing your overall energy usage. Such information includes, but is not limited to, consumption and billing data, billing records, billing history, meter usage data, rate information, and heating/cooling run times.

The smart thermostat manufacturer may share certain information (including, but not limited to, your name, email address, service address, thermostat serial number, activation date, thermostat account status, run time data, set-points, and related details) with Delmarva Power to verify that you are eligible to participate in the Program, to implement the Program and to evaluate the comprehensive energy impact of the Program. In addition, the smart thermostat manufacturer may share with Delmarva Power your deletion of your smart thermostat account, which will automatically result in the termination of your enrollment in the Program.

Delmarva Power may use any aggregated and anonymized data provided by smart thermostat manufacturers through the Program in connection with Delmarva Power’s demand response and energy efficiency programs.

You certify that the information you have provided as part of this application process is truthful, and that you meet the minimum eligibility requirements. Delmarva Power may terminate these terms and conditions and not enroll you, or terminate your enrollment in the Program if you are not truthful in the information you submit as part of these terms and conditions, if you do not satisfy eligibility requirements, or for any other reason at Delmarva Power’s sole discretion. You acknowledge that you are participating in the Program on a voluntary basis.

You agree to hold harmless, defend, and indemnify Delmarva Power and its subsidiaries, affiliates, officers, agents, and employees, from and against any third-party claim arising from or in any way related to your improper use of the smart thermostat or your participation in the Program, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorney’s fees, of every kind and nature. In such a case, Delmarva Power will provide you with written notice of such claim, suit, or action.

These terms and conditions are effective when you submit them and will continue in effect until you or Delmarva Power cancels your participation in the Program. You may cancel your participation at any time by calling Customer Support at 1-866-353-5799 or contacting DelmarvaTStatOpt@icf.com.

Resideo Energy Management Terms and Conditions

Last updated: March 5, 2020

BY ACCESSING AND USING CONNECTED SAVINGS OR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE CONNECTED SAVINGS SERVICES.

Resideo’s Energy Management (hereinafter “EM” or “we”) uses weather data combined with advanced algorithms to provide insight into and improve the control of heating and cooling of structures via our Connected Savings (CS) service. CS is a new service currently being offered in a series of home and commercial energy programs. These programs use data from your thermostat and from a real-time, local weather sensor network to optimize your thermostat settings based on the weather for energy efficiency and grid stability.

There are multiple services (hereinafter “Services”) that may be provided within the CS program: 1 – An energy efficiency solution that optimizes your energy use via your connected thermostat to minimize the energy used to heat and cool your house, helping save you money (“Energy Efficiency Optimization”) while maintaining comfort; 2 – An optional energy efficiency analysis service that provides home energy Energy Reports to consumers with information on their energy use, next month’s bill forecast, suggestions on thermostat schedules and more; and 3 – An emergency service that electric utilities use to smooth the load on the grid to reduce the chance of interruption to electric service, thereby improving grid stability (“Grid Stability”).EM is collaborating with utilities and connected thermostat providers to bring both CS services above to market.  4 – Communicating Devices (as defined below) which allow consumers to see appliance usage from participating manufacturers and allows the utility to control these devices during Grid Stability events (“Demand Optimization Events”). EM may get paid by the utility or consumer to provide these services.

These Terms of Use Agreement and the Privacy Policy describe our respective rights and obligations under the  programs and describes how we protect and handle the information that you provide or that we otherwise obtain through the Services described above, whether you are accessing the Services via our partner’s or our own consumer web portal or app (the “Portals“); the content on the Portals or any other content provided through the Services (the “Content“);devices connected to the Services, including without limitation wireless thermostats acquired from our technology partners and connected appliances such as washers, dryers, and hot water heaters (the “Communicating Devices“);mobile applications (the “Mobile Apps“) that may be provided in the future; our website or through any other medium or device now known or hereafter developed. In this Agreement, for convenience we refer to the combination of products and services we provide as “CS.”   You understand and agree that CS may include certain communications from EM, your utility, and our distributors and strategic partners, such as service announcements and administrative messages, and that if you continue to use CS, you will not be able to opt out of receiving these communications without opting out of CS entirely. If you have any questions as to how the policy applies to you, please email us at energysupport@resideo.com.

We may also operate co-branded websites for your utility (which are sometimes subdomains of CS) (“Co-Branded Sites”). Both these Terms of Use and any legal terms of your utility will govern your use of the Co-Branded Sites, and each of our and your utility’s privacy policy will also govern any information you provide on the Co-Branded Sites. We encourage you to read the privacy policy of your utility before providing any data or personally identifiable information to the utility or on any Co-Branded Site. In the event of a conflict, the least restrictive provisions shall govern.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ENTERING ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING A SITE, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT AGREE WITH OUR PRIVACY POLICY, PLEASE DO NOT ACCESS OR USE CS OR A CO-BRANDED SITE. CS, CO-BRANDED SITES, AND TOOLS ARE NOT DIRECTED TO, AND WE DO NOT KNOWINGLY COLLECT PERSONAL INFORMATION FROM, PERSONS UNDER THE AGE OF 18. UNDER NO CIRCUMSTANCES MAY YOU SUBMIT PERSONAL INFORMATION TO US IF YOU ARE UNDER 18 YEARS OF AGE.

TERMS OF USE

2. Participation in the CS Program. CS offers two main benefits to consumers–Energy Efficiency and Grid Stability.  The details of the specific CS services, benefits, and terms that apply to you depend on your geographic location and the type of structure (i.e. house, apartment, etc.) where you live. Your utility, EM or our partners will notify you of the benefits and terms of the program that are available to you during the sign-up process and in a sign-up confirmation email.  The sign-up confirmation email will also include information on how to opt-out of the program. CS may periodically provide digital messaging to you in an effort to update you on new service offerings as they become available. Energy Efficiency Optimization is the CS Service whereby CS manages controlled thermostats for energy efficiency, based on the occupant comfort settings, weather, thermostat data, and smart meter data (where available).  If provided by the utility, and/or the manufacturer of a Communicating Device, CS uses this data to build a thermodynamic model of the house that allows CS to minimize energy used to heat or cool your house to maintain your comfort settings.  Sign up for the CS program via your thermostat portal or mobile application.  Once your home has been modeled and the Service is active, CS will control your thermostat, and cooling and heating systems, for energy efficiency only given your programmed set points.  We will also provide you with a monthly Energy Report that provides insights on your energy usage and suggests ways in which you could reduce your usage and potentially your bills.    There are many factors that can influence the degree of efficiency that can be obtained for a given home, including the weather and how the home is situated and constructed.  For more information regarding the Energy Efficiency Optimization Service, please go to: http://www.connectedsavings.com . Grid Stability is the CS Service whereby CS manages connected thermostats by shifting heating and cooling load or other Communicating Devices by delaying or curtailing operation to balance electrical grid supply and demand during peak electric days when a grid emergency has been declared by the utility. Your comfort and settings will be maintained as much as possible, and you are likely to be unaware of the shift.   The utilities use this service to reduce the possibility of service interruptions and to better manage the load during peak conditions.  In order to participate in the Grid Stability Program, you must live in the service area of one of our utility providers that is sponsoring a grid stability program. By agreeing to participate in the CS Grid Stability program you agree to allow CS, upon instructions from the utility, to modify the control of your Communicating Device as warranted by system load.  For more information, see http://www.connected savings.com for information regarding the CS Grid Stability program. If you do not live in one of the areas participating in the CS Grid Stability Program, you can still take advantage of the energy savings offered by CS for Energy Efficiency.    If a CS Grid Stability service becomes available in your area, WL may notify you via email of program specifics.
3. Your Account and Use of CS. CSand Co-Branded Sites may be used only by persons over 18 years of age.   You must register to use CS, including the web and if applicable mobile enabled functionality. To register, you must provide the information specified in the registration form (“Registration Data”). By registering, and in consideration for your use of CS, you represent that: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are at least 18 years of age; (iii) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if EM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of CS; and (iv) you have installed, or will install prior to your use of a Service, a functioning and connected thermostat or Communicating Device, and maintain it in a connected state throughout the Program period in order to participate in the program. Your use of CS must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. By using CS you represent that you have the right to provide the information you provide to us, including the consent of third parties when required. In connection with your use of CS, you and your utility may provide CS with data about your energy use, including data or information resulting from your use of CS.
4. Limited Use License to CS. EMgrants you a personal, non-transferable and non-exclusive right and license to use CS and to view and download the Content solely for your internal/personal use, and subject to the condition that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or access to CS.  You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers.” You agree not to modify CS, or any part thereof, in any manner or form, nor to use modified versions of CS for the purpose of obtaining unauthorized access to.  You agree not to access CS by any means other than through the interface that is provided by EM expressly for the purpose of accessing CS. CS may not be used for any illegal purpose. You may not access our networks, computers, or CS in any manner that could damage, disable, overburden, or impair them, or interfere with any other person’s use and enjoyment of CS. You may not attempt to gain unauthorized access to any Content or Services, other accounts, computer systems, or networks connected with CS.  No commercial use or redistribution of any Content is permitted.
5. Required Connectivity. Some portions of CSrequire a data connection between your home and our servers. You must provide this connection, at your sole expense and responsibility. We are not responsible for the availability of this connection or liable for any consequences that may result from the unavailability or quality of such connection. Some portions of CS may require a connection to your electric, gas, or other utilities (between you and the utilities, the utilities and us, or both). We are not responsible for the availability of these connections or liable for any consequences that may result from the unavailability or quality of such connections. If provided by the utility, you agree to allow us access to your billing and usage information from the utilities for the purpose of our providing that information to you through CS.
6. System Feature Acknowledgements. Devices may automatically download and install software, firmware and other updates. By registering you agree to receive such updates.
7. CS is a secure system designed to require authentication to access and use CS. Upon registering, you will receive instructions regarding your use of existing user name(s) and password(s) or other authentication method established with your Communicating Device manufacturer or utility, or in the absence of these you may receive a new username and password. Certain other Content, features, or functionalities within CSmay require additional access codes. Your username, password, and any other access codes assigned to you are, collectively, your “Credentials.” You are solely responsible for (i) maintaining the strict confidentiality of your Credentials, (ii) not allowing another person to use your Credentials to access CS, (iii) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your Credentials. You agree to (a) immediately notify EM in writing of any unauthorized use of your Credentials or any other breach of security. EM is not and shall not be liable for any harm arising from or relating to the theft of your Credentials, your disclosure of your Credentials, or the use of your Credentials by another person or entity.
8. Your use of CS is subject to and expressly conditioned on your compliance with these Terms.  If you fail to comply with the Terms or any other guidelines and rules published by EM, your permission to use CS ends automatically. We may terminate and/or suspend your access to any portion of CS for any reason. Any such termination or suspension shall be in EM’s sole discretion and may occur without prior notice, or any notice. This suspension or termination may delete information, files and other previously available Content. EM further reserves the right to terminate or suspend any user’s access to CS or to any portion of CS for any conduct that EM, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to EM or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. EM further reserves the right to terminate or suspend any user’s access to CS, or to terminate  and/or Services in their entirety, for any reason or for no reason at all, in EM’s sole discretion, without prior notice, and with no liability to you.
9. No Archive. CS is not and shall not function as an archive. EM shall have no liability to you or any other person for loss, damage, or destruction to your information, including, without limitation, any utility bills, usage information or similar. You shall be solely responsible for maintaining independent archival and backup copies of your information.
10. Indemnification. You agree to defend, indemnify and hold EM, its parent and affiliates and your utility and their respective parents, subsidiaries, affiliates, distributors and strategic partners and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (hereinafter, the “Indemnified Parties”) (including EM’s, its distributors’ and its strategic partners’, and your utilities’ reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) your breach of these Terms, and (2) your unauthorized or unlawful use of CS, Services, or Content, and (3) the unauthorized or unlawful use of CSby any other person using your Credentials, (4) any Contributions by you, and (5) any third-party actions related to or arising from your receipt or use of CS or any portion thereof, whether authorized or unauthorized under these Terms.
11. Exclusion of Warranties. CSAND THE SERVICES ARE PROVIDED “AS IS,” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF CS, CO-BRANDED SITES AND/OR SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES DISCLAIM ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH CS OR THROUGH ANY LINKS PROVIDED BY CS, INCLUDING CO-BRANDED SITES. THE INDEMNIFIED PARTIES SIMILARLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH CS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INDEMNIFIED PARTIESDISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR (1) THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF ANY CONTENT OR INFORMATION OR MATERIAL PROVIDED BY OR ACCESSIBLE THROUGH CS OR CO-BRANDED SITES; OR (2) THE USE OF OR INABILITY TO USE CS OR CO-BRANDED SITES; OR (3) THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; OR (4) BREACHES OF SECURITY; OR (5) INFORMATION COMMUNICATED THROUGH EMAIL; OR (6) ANY OTHER FAILURE TO PERFORM BY THE INDEMNIFIED PARTIES OR EM’S CONTENT PROVIDERS, OR LICENSORS. NEITHER OF THE INDEMNIFIED PARTIES DO NOT MAKE ANY WARRANTY THAT CONTENT OR SERVICES SATISFY GOVERNMENT REGULATIONS. CS AND ANY CO-BRANDED SITES WERE DEVELOPED FOR USE IN THE UNITED STATES, AND THE INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATION CONCERNING CS WHEN USED IN ANY OTHER COUNTRY. THE INDEMNIFIED PARTIES DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH CS, CO-BRANDED SITES, OR SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE INDEMNIFIED PARTIES MAKE NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF ANY DATA STORAGE FACILITIES OFFERED BY EM, ITS DISTRIBUTORS OR PARTNERS.
12. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE INDEMNIFIED PARTIESBE LIABLE TO YOU OR ANY AUTHORIZED USER ON ACCOUNT OF THAT USER’S USE AND/OR RELIANCE ON CS, CO-BRANDED SITES OR THE SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IFTHE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND/OR RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF CS, CO-BRANDED SITES, OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION OF LIABILITY SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON CS, CO-BRANDED SITES OR SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN CS OR SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON CS, CO-BRANDED SITES, OR SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN CS, CO-BRANDED SITES, OR SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, CS, CO-BRANDED SITES, OR SERVICES OR EM’S PARENT COMPANY’S SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL THE INDEMNIFIED PARTIES , BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING. IF, NOTWITHSTANDING THESE LIMITATIONS OF LIABILITY, THE INDEMNIFIED PARTIES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU IN ANY WAY, IN NO EVENT SHALL THEIR COLLECTIVE LIABILITY EXCEED THE GREATER OF (A) THE FEES YOU HAVE PAID TO EM, ITS DISTRIBUTORS OR STRATEGIC PARTNERS (AS APPLICABLE) RELATING TO CS OR ANY CO-BRANDED SITE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING YOUR CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). YOU AND THE INDEMNIFIED PARTIESAGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE INDEMNIFIED PARTIES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE INDEMNIFIED PARTIES WOULD NOT PROVIDE CS OR SERVICES TO YOU.
13. Our Proprietary Rights. As between you and EM, EMowns and retains, solely and exclusively, all rights, title, and interest in CS and all software (including source code and object code), Content, and documentation that is available through CS or that is used to instantiate CS (collectively, the “Licensed Materials”). CS and the Licensed Materials are protected by applicable intellectual property and other laws, including patent, trademark, and copyright laws. CS and the Licensed Materials and all intellectual property in CS and the Licensed Materials belong to and are the property of EM (or its licensors). Without limiting the preceding sentence, EM (or its licensors) owns and retains all copyrights in the Content, individual web pages, components of web pages, and collective works available through CS.
14. General Legal Terms. You agree that EM has the right to make changes to these Terms at any time.  We will provide notice of a change to these terms on a Portal and by email, if applicable.  You can review the most current version of the Terms at any time at https://connectedsavings.com/eula/.  Your continued use of CSfollowing a change in the terms constitutes your agreement to the changed Terms. You agree that these standards for notice of amendments to these Terms are reasonable. EM may assign this agreement, in whole or in part, in its sole discretion. You may not assign your rights under these Terms without EM’s prior written permission, which it may withhold in its sole discretion. Any attempt to assign your rights under these Terms without EM’s permission shall be void. This Agreement is the entire agreement between you and us relating to CS and replaces any prior agreements unless such prior or subsequent agreement explicitly provides otherwise and specifically references this Agreement. If there is any conflict between this Agreement and a signed, written agreement between you and us related to CS, the signed, written agreement will control. Our licensors may be third-party beneficiaries to this Agreement pursuant to our agreements with them. To the extent our licensors are third-party beneficiaries to this Agreement, the rights and protections provided to us hereunder inure to their benefit. There are no other third-party beneficiaries to this Agreement. The parties are independent contractors, and nothing in this Agreement creates an agency, partnership or joint venture. This Agreement is governed by the law of the state in which your Communicating Device is located, excluding that state’s choice-of-law rules. THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS THE STATE IN WHICH YOUR COMMUNICATING DEVICE IS LOCATED. YOU AND WE BOTH CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. Nothing in this Agreement limits either party’s ability to seek equitable relief. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO CS, SERVICES, OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.