Generac California Battery Program Terms and Conditions ("T&Cs")

Welcome to the Generac California Battery Program (the "Program") presented by Generac Grid Services LLC ("Generac"). Throughout these T&Cs, the references to "you" and "your" refer to you as the undersigned Generac customer, participant in the Program, account holder with your local utility distribution company ("Utility"), and owner of a Generac PWRcell™ Solar + Battery Storage System ("PWRcell") that is connected to the electrical system of your home. Your participation in the Program is governed by these T&Cs.

THIS PROGRAM IS VOID WHERE PROHIBITED BY LAW.

How the Program Works. The Program makes the services described herein available to you as a Generac customer that will participate in a performance-based incentive program through the California Energy Commission (“CEC”) known as the California Energy Commission Demand Side Grid Support Program (“DSGS”). With your acceptance of these T&Cs, Generac will enroll you in DSGS depending on your eligibility. Once enrolled, Generac will manage your PWRcell in preparation for and during each DSGS demand response event. For participating in the Program in accordance with these T&Cs, Generac will pay you an annual incentive payment (“Performance Payment”), which will be paid in December of each year of your participation. For 2023, the Performance Payment will be $350. For subsequent years, Generac will notify you of the estimated amount and/or process by which the Performance Payment is calculated prior to April of each year. To receive your Performance Payment, you must be enrolled in the Program at the time the Performance Payment is paid. These T&Cs shall be in effect for the time that you participate in DSGS and the Program (“Term”). The Program will continue throughout the term of your participation in DSGS unless terminated earlier in accordance with these T&Cs. At the end of or during the Term, Generac may contact you about future or additional incentive programs for which you may be eligible at that time. You are also free to withdraw from the Program at any time by submitting your request here. If you withdraw from the Program prior to the Performance Payment being paid for a given year, you will forfeit your right to receive the Performance Payment for that year and for future Performance Payments under the Program. During the Program, Generac will initiate demand response events (“Events”) in accordance with the terms and conditions of DSGS. Generac will remotely manage your PWRcell to discharge during an Event down to the minimum state of charge reservation. Normally the minimum state of charge reservation is set to the factory setting of 20%, but your installer may have changed this value at or after the time of installation. The participation of your PWRcell in these Events is an essential component of DSGS and the Program, and you agree to use your best efforts to participate in the maximum number of Events during the term of the Program. The number and nature of the Events will be in accordance with the terms and conditions of DSGS. During time periods without an Event, your PWRcell will default to the operating mode that you had previously utilized. To enable your enrollment and evaluate your ongoing performance in DSGS, Generac collaborates with several third parties, including CEC and Leapfrog Power, Inc. (“Leap”), which provides various demand response services. For more information on the data sharing between Generac and these third parties, which you are accepting by agreeing to the T&Cs, please read the Information Section below. Participation in the Program will not affect your PWRcell warranty, which will remain in full force and affect in accordance with its terms.

Program Requirements. The following describes your additional requirements for participation in the Program. Your failure to comply, in the sole discretion of Generac, with any of these requirements below or any other obligation or requirement of these T&Cs, the Program, or DSGS, may at any time result in: (a) suspension or disqualification and unenrollment from the Program; (b) forfeiture of any future Performance Payment and disqualification from future Generac programs; or (c) the termination of these T&Cs, and any such results shall be final and binding in all respects and without liability to Generac. Further, failure to comply with DSGS rules may result in the CEC modifying your participation in, suspending, or disqualifying and unenrolling you from DSGS.

• Your Utility must be Pacific Gas & Electric (PG&E), San Diego Gas & Electric (SDG&E), or Southern California Edison (SCE). This includes any customer that receives their energy from a Community Choice Aggregator that operates in the service territory of PG&E, SDG&E, and SCE.
• You must apply, be accepted into, and continue to participate in DSGS.
• You must maintain an internet connection (“Connectivity”) to your PWRcell that is sufficient, in Generac’s sole discretion, to enable Generac to remotely manage and control your PWRcell.
• You must not in any way cause or permit any third party to cause any persistent or lasting interference with your PWRcell, its Connectivity, or any connected component or material system, including, maintaining the insolation of any connected solar system (as applicable), that, in Generac’s sole discretion, would negatively impact your PWRcell’s performance under the Program, or DSGS, including, any disruption or interference with the ability of Generac to remotely manage your PWRcell’s mode and operations, including, setpoint, minimum state of charge reservation, operating status, and charging or discharging your PWRcell before, during, and after an Event (“Interference”). In the event of an Interference, Generac reserves the right to remove you from the Program.
• You must reasonably assist Generac’s technicians and support staff in diagnosing, troubleshooting, or remedying any problems with your PWRcell, its Connectivity, or any connected component or material system.
• You must not enroll your PWRcell or any connected component or material system in any other distributed energy resource or demand response program that conflicts with DSGS, or the Program by utilizing your PWRcell.
• You must be at least eighteen (18) years of age.
• You agree to comply with these T&Cs and any applicable terms and conditions of DSGS (DSGS program rules can be found here, as well as Generac’s T&Cs of Service, privacy policy located at https://www.generac.com/privacy-policy (the “Company Privacy Policy”), and any other policies referenced in these T&Cs and on the Generac website, which are each incorporated by reference. You also agree to comply with all applicable local, state, national, and international laws, rules and regulations.
• You certify that you will not operate, or allow to be operated, any critical or essential medical life support equipment that is connected to the electrical system of your home.
• You must install the PWRview app.
• You must own the home where the PWRcell that you are enrolling is located.
• You must own the PWRcell that you are enrolling or provide proof that the third-party owner has agreed to allow you to participate in the Program and/or DSGS. To the extent the PWRcell is subject to a loan agreement, it is your responsibility to validate that participation in the Program is acceptable under such loan agreement.

Force Majeure. “Force Majeure” means an event or circumstance that prevents Generac from performing any obligation under these T&Cs and that was not previously anticipated or, if anticipated, was unavoidable, is not within Generac’s reasonable control, and not the result of Generac’s negligence or willful misconduct, and which, by the exercise of due diligence, is unable to be overcome or avoided. Events or circumstances on which a claim of Force Majeure may be based include acts of God (such as tornadoes, fires, earthquakes and floods), explosions, war, hostilities, riots and acts or threats of terrorism, pandemics, epidemics, vandalism, civil disturbances, protests or embargoes, or any such event or similar event not within the reasonable control of Generac. Generac shall not be considered in breach of these T&Cs or liable for any delay or failure to comply with these T&Cs to the extent that such breach, delay, or failure is attributable to the occurrence of a Force Majeure; provided that Generac shall use reasonable efforts to minimize the delay caused by such Force Majeure and resume performance of its obligations hereunder. If any Force Majeure event or circumstance disrupts, in Generac’s sole discretion, the ability of your PWRcell to properly discharge and fully perform during an Event, then Generac reserves the right to remove you from the Program.

Release and Indemnity. To the maximum extent permitted by law, you agree to indemnify, release, and hold harmless Generac and the directors, trustees, officers, shareholders, partners, members, agents and employees of Generac and its respective affiliates thereof (the “Indemnified Parties”), from and against all loss, damage, expense, liability and other claims, including court costs and reasonable attorneys’ fees (the “Liabilities”) resulting from any third party actions relating to your breach of these T&Cs and from injury to or death of persons, and damage to or loss of property arising out of your acts or omissions (or such acts or omissions of your contractors, subcontractors, affiliates, agents or employees) in connection with these T&Cs or related subject matter, including, any such Liabilities resulting from your release of information under this Agreement or the use or sharing of any such information by the parties hereto or your participation in the Program or DSGS; provided, however, that nothing herein shall require you to indemnify the Indemnified Parties for any Liabilities to the extent, and only to the extent, caused by or arising out of the negligent acts or omissions, or the willful misconduct, of the Indemnified Parties.

Limitation of Liability. To the maximum extent permitted by law, your and Generac’s liability in connection with these T&Cs will be limited by these T&Cs, and all other damages or remedies are hereby waived. With the exception of your indemnification obligations hereunder, your and Generac’s liability under this Agreement will be limited to direct, actual damages or costs only. Notwithstanding anything to the contrary, IN NO EVENT SHALL GENERAC BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND BUSINESS INTERRUPTION DAMAGES, ARISING UNDER THESE T&Cs OR THE SERVICES CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, GENERAC’S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE T&CS FROM ANY AND ALL CAUSES, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AGGREGATE PAYMENTS PAID TO YOU BY GENERAC IN THE PREVIOUS YEAR.

Notices. All notices to you under these T&Cs shall be in writing by email to the most current email address that Generac has on record for you or to the most current address that Generac has on record for you. You must provide all notices to Generac in writing via email to enroll@generacgs.com.

Choice of Law. This Program is governed by the laws of the State of Wisconsin without giving effect to conflict of laws principles.

Non-Waiver. Failure to enforce any provision of these T&Cs shall not constitute a waiver of that or any other provision of these T&Cs.

Survival. The following sections will survive any termination of these T&Cs: Release and Indemnity, Limitation of Liability, Notices, Choice of Law, Non-Waiver, Severability, Entire Agreement, Information, No Class Action Procedure, Assumption of Risk, Dispute Resolution, Intellectual Property, Warranty Disclaimer, and Interpretation. In addition, those provisions that by their nature are intended to survive termination of these T&Cs shall so survive.

Severability. If any provision or portion of these T&Cs are found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.

Assignment. These T&Cs shall be binding on you and Generac and their respective successors and assigns. You may not transfer or assign these T&Cs to any third party. Generac may assign these T&Cs to any third party qualified to perform Generac’s obligations hereunder with or without your consent.

Third Party Beneficiary. The CEC is a third-party beneficiary of these T&Cs between you and Generac with the right to enforce such terms.

Entire Agreement. These T&Cs constitute the entire agreement between you and Generac regarding the subject matter hereof and supersedes all other such prior or contemporaneous oral and written agreements and understandings.

Changes to T&Cs. Generac may modify and amend or terminate these T&Cs at any time, in its sole discretion, and will use reasonable efforts to provide seven (7) days’ notice to you when Generac makes any material changes to these T&Cs. Continued participation in the Program shall constitute acceptance of any such modification of these T&Cs. Generac will also post these T&Cs at [https://www.generac.com/vpp/california-battery-program-(1)/terms ] and encourages you to check them frequently. Generac is not responsible for any change to DSGS. You further agree that Generac may modify or terminate these T&Cs or the Program if there is any material change to, or termination of, DSGS or any associated law, rule, regulation, requirement, code, order, or decree, or any interpretation thereof, by CEC or any governmental authority.

Withdrawal. You may withdraw from the Program at any time by submitting reasonable notice to Generac of your intent to withdraw here . Upon your withdrawal, these T&Cs will terminate without any liability on the part of you or Generac to the other, except for any rights that accrued before the date of withdrawal. Furthermore, withdrawal will result in forfeiture of your right to receive the Performance Payment for the then-current season.

Acceptance of T&Cs. The use of an electronic signature process to accept and sign these T&Cs, including, your indication of acceptance of these T&Cs by a click-through or click-wrap process presented on Generac’s website or by acceptance via email, shall constitute effective execution and delivery of these T&Cs, and shall form a binding contract between you and Generac.

Information. By participating in the Program, you authorize Generac to act as your agent in connection with your participation in the Program and DSGS, as necessary, and to collect, exchange, and utilize data related to your identity, energy usage, energy production, energy profile, Utility account, Utility rates, home, and PWRcell (your “Data”) for the purposes of determining Program eligibility, administering, improving, and safeguarding the Program, and as otherwise disclosed under the Company Privacy Policy or permitted under applicable law, including, in connection with the remote configuration, adjustment, and administration of your PWRcell as required to participate in the Program. Additionally, you agree to accept live and automated voice notifications, email, text messages, first class mail, or other communications by any reasonable means, including, through PWRview or any other means of electronic or web-based communication about the Program, DSGS, Events, your PWRcell, and other related products and services. Network and other data or text charges may apply. You authorize Generac to receive and share your Data for the purpose of carrying out the Program with all parties it deems necessary, including Leap, CEC, CEC’s sub-contractors, your energy provider, and your Utility. You hereby give permission to Generac and Leap, on your behalf, to authorize your Utility to share your Data and all associated information (e.g., account number, bill information, Utility rate code, etc.). This process will be done using the Utility’s “Share My Data” or “Green Button” process and involves a one-time authorization on your behalf. You may, at any time, revoke this authorization by logging into your account with your Utility and managing the vendors with whom your Data and information is shared. You also authorize Generac to share your Data with third parties in de-identified and anonymous form for any lawful purpose and in accordance with the Company Privacy Policy. You represent and warrant that the information that you provide to Generac during the Program is accurate, complete, true, and correct to the best of your knowledge and you agree to immediately notify Generac if any information that you provide has changed. In no event will Generac be liable for any adverse outcome or occurrence arising from or relating to your provision of any inaccurate, incomplete, untrue or incorrect information under these T&C’s. For additional information regarding how we collect, use, and disclose information, please review the Company Privacy Policy. You are also approving Leap to represent you in the Program as your behind-the-meter virtual power plant aggregator, on behalf of Generac.

No Class Action Procedure. Notwithstanding anything to the contrary, class arbitration is not permitted under any circumstance. You and Generac agree that, by entering into these T&Cs, THE PARTIES MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class or representative proceeding. Further, you agree that the arbitrator may not consolidate proceedings or more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Although the non-availability of any form of representative or class proceeding is clear from these T&Cs, should any dispute arise regarding or relating to the existence, validity, enforceability, or interpretation of the Dispute Resolution and No Class Action procedures provisions above, the arbitrator shall have the sole and exclusive jurisdiction to hear and determine the issue.

Assumption of Risk. You assume all risk of participation in the Program and DSGS. Generac is not responsible for any changes in your electricity costs or other costs before, during, or after the Program.

Dispute Resolution. In the event of a dispute between you and Generac in connection with DSGS or the Program, or these T&Cs, you and Generac will first attempt to resolve the dispute informally for at least forty-five (45) days from when you or Generac notifies the other in writing of any such dispute. Notwithstanding anything to the contrary, any dispute that cannot be resolved informally within the forty-five (45) day period shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. SUCH AGREEMENT TO ARBITRATE MEANS THAT BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL. The Parties may, in arbitration, seek all remedies available to such Party under this Agreement as interpreted under the laws of the State of Wisconsin. The arbitrator(s) may award costs of the arbitration and fees, including reasonable attorney’s fees and expenses of travel to the arbitration to the prevailing Party subject to Generac’s absolute aggregate limitation of liability above. The arbitration will be held in Milwaukee, Wisconsin unless you and Generac agree to another location in writing.

Intellectual Property. You agree and acknowledge that your participation in the Program does not provide you with any right to or ownership interest in any of Generac’s confidential or proprietary information, including, any intellectual property, business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, or technical information regarding the financing, design, operation and maintenance of the Program or of Generac’s services, business, or accounts.

Warranty Disclaimer. YOU AGREE AND ACKNOWLEDGE THAT THE PROGRAM AND ANY SERVICES OR PERFORMANCE PROVIDED TO YOU BY GENERAC PURSUANT TO THESE T&CS SHALL BE “AS-IS WHERE-IS” AND THAT GENERAC IS NOT OFFERING AND EXPRESSLY DISCLAIMS ANY WARRANTY TO YOU OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN CONNECTION WITH THE PROGRAM OR ANY SERVICE OR PERFORMANCE PROVIDED HEREUNDER OR DESCRIBED HEREIN, AND YOU HEREBY EXPRESSLY RECOGNIZE SUCH DISCLAIMER.

Interpretation. Unless otherwise specifically defined or required by the context in which the term appears, in these T&Cs: (a) the singular includes the plural and vice versa; (b) the words “these T&Cs,” “herein,” “hereto” “hereof” and “hereunder” refer to these T&Cs as a whole, including all schedules or exhibits, and not to any particular section or subsection of these T&Cs; (c) unless qualified by “either,” “greater of,” “lesser of,” “later of,” “earlier of,” or other express language indicating that clauses are mutually exclusive, when “or” is used in these T&Cs it also contains “and” (i.e. or = and/or); (d) references to any agreement, document or instrument mean such agreement, document or instrument as amended, modified, supplemented, restated or replaced from time to time; (e) the words “include,” “includes” and “including” mean include, includes and including “without limitation.”; (f) the captions or headings in these T&Cs are strictly for convenience and shall not be considered in interpreting these T&Cs; (g) references to persons, parties, or entities include their permitted successors and assigns; (h) references to exhibits, schedules, or sections mean the exhibits to, schedules to, and sections of, these T&Cs; (i) references to approvals, consents or permissions shall refer to written approvals, consents, or permissions; (j) references to “unreasonable”, “reasonable”, “unreasonably”, and “reasonably” shall be deemed respectively to mean “commercially unreasonable”, “commercially reasonable” and “commercially unreasonably” and “commercially reasonably”; (k) any time period set forth herein that concludes on a non-business day shall be automatically extended to conclude on the next business day; and (l) any references to “annual”, “annually”, “year”, or “yearly” hereunder shall refer to the twelve (12) month period starting on the date that these T&Cs first go into effect and be distinct from calendar years, unless the context expressly indicates otherwise.

DSGS Guidelines - Flow-Down Requirements. In conformance with the DSGS Program Guidelines (“Guidelines”), the following provisions of the Guidelines are incorporated by reference into, and form a part of, these T&Cs between you and Generac. The full text of the Guidelines may be found at: Demand Side Grid Support (DSGS) Program Guidelines, Second Edition | California Energy Commission.

• Compliance and Verification (Chapter 7, Section C)
• Enforcement (Chapter 7, Section D)
• Audits (Chapter 7, Section E)
• Records Retention (Chapter 7, Section G)
• Nondiscrimination Statement of Compliance (Chapter 7, Section H)
• Drug-Free Workplace Certification (Chapter 7, Section I)
• Americans with Disabilities Act (Chapter 7, Section J)
• Air and Water Pollution Violation (Chapter 7, Section K)
• Prompt Payment (Chapter 7, Section L)
• Public Works (Chapter 7, Section O)
• Third-Party Beneficiary (Chapter 7, Section Q)
• Travel and Per Diem (Chapter 7, Section R)
• Flow-Down Requirements (Chapter 7, Section S, this section)
• Survival of Terms (Chapter 7, Section V)
• A provision indicating the person or entity agrees to comply with all applicable laws and DSGS Program requirements.

To the extent you subcontract any of your obligations under these T&Cs, you agree to flow down the above provisions to your subcontractors.

Attestations. You hereby acknowledge and agree that:

• You meet the eligibility requirements of the Guidelines to the best of your knowledge.
• You will allow CEC access to all documentation to verify your compliance with DSGS and the Program.
• All information submitted to Generac is accurate and complete.
• You agree to the terms and conditions of the DSGS as defined in Guidelines.
• If you are claiming a baseline of zero, your permission to operate date is on or after July 1, 2023 and you have not received and will not apply for SGIP incentives.

BY ELECTRONICALLY ACCEPTING THESE T&CS, YOU HEREBY CONSENT TO PARTICIPATE IN THE GENERAC CALIFORNIA BATTERY PROGRAM AND AGREE TO THE T&CS DESCRIBED HEREIN.