Guaranteed Incentive Program Terms & Conditions (“T&Cs”)

Welcome to the Guaranteed Incentive 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 power utility (“Utility” or “Program Administrator”), 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 the ConnectedSolutions demand response program (“ConnectedSolutions ”). ConnectedSolutions is a performance-based incentive program administered by your Utility (either Eversource, United Illuminating, National Grid, the Cape Light Compact, Rhode Island Energy Electric Utilities, or Unitil, as applicable). By participating in Generac’s Guaranteed Incentive Program alongside of the ConnectedSolutions program you take the uncertainty out of the ConnectedSolutions incentive payments by letting Generac guarantee your incentive. Generac will monitor and optimize your PWRcell in preparation for and during each ConnectedSolutions demand response event.

For participating in the Program in accordance with these T&Cs, Generac will pay you a guaranteed incentive payment on an annual basis as reflected on the attached Schedule A (“Payment”). The calculation of your Payment reflects the model of your PWRcell and your Utility and is based on projected output of your PWRcell’s participation in ConnectedSolutions.

The length of the term of the Program will be five (5) years (“Term”). These T&Cs shall be in effect for the time that you participate in both ConnectedSolutions and the Program. The Program will continue throughout the term of your participation in ConnectedSolutions unless terminated earlier in accordance with these T&Cs. To continue to receive the Payment, you must continue to participate in the Program and ConnectedSolutions for the full five (5) year term. At the end of the Term, Generac may contact you about future incentive programs for which you may be eligible at that time, including, reenrollment in ConnectedSolutions, the Program, or other Generac programs. 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 completion of the demand response summer season (June-September), you will forfeit your right to receive Payment for the current season and for future Payments under the Program, although you may still be entitled to receive performance-based incentive payments from your Utility directly under the ConnectedSolutions terms and conditions if you continue to participate in ConnectedSolutions after withdrawal from the Program. Alternatively, if you enroll in the Program after the start of the summer season (June-September), Generac will adjust your incentive payment proportionally based on the amount of time you have been enrolled in the Program.

During the Program, your ConnectedSolutions Program Administrator will initiate a number of demand response events (“Events”) in accordance with the terms and conditions of ConnectedSolutions. In response, Generac will remotely manage your PWRcell to charge up to twenty-four (24) hours in advance of an Event, and discharge up to 80% of the usable capacity during an Event. The participation of your PWRcell in these Events is an essential component of the Program and ConnectedSolutions, and you agree to use your best efforts to participate in the maximum number of your Program Administrator’s applicable Events during the term of the Program. The number and nature of the Events will be decided by the Program Administrator.

Generac will use commercially reasonable efforts to send you the Payment on an annual basis within thirty (30) days from the time that Generac receives corresponding payment from the Program Administrator for your participation in Events for the calendar year. Such Payments will be a minimum of the applicable value in attached Schedule A or ninety percent (90%) of the corresponding payment Generac receives from the Program Administrator, whichever is greater. The remaining ten percent (10%) received from the Program Administrator will be retained by Generac to cover the costs of the Program. During time periods without an Event or the end of the summer demand response season, your PWRcell will default to the operating mode that you had previously utilized.

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 ConnectedSolutions, may at any time result in: (a) reduction or elimination of your Payments; (b) proration of your Payment for failure to participate in all Events; (c) suspension or disqualification and unenrollment from the Program; or (d) 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 ConnectedSolutions may result in your Utility modifying your participation in, suspending, or disqualifying and unenrolling you from ConnectedSolutions.

· You must fill out the applicable enrollment form on Generac.com, be accepted into and continue to participate in ConnectedSolutions through your Utility as directed by Generac.

· 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 ConnectedSolutions, 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 reduce the amount of your Payment in accordance with any corresponding reduction of payment received from ConnectedSolutions.

· 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 or participate—or have your PWRcell or any connected component or material system enroll or participate—in any other distributed energy resource or demand response program that conflicts with ConnectedSolutions or the Program.

· Your PWRcell must not have participated in ConnectedSolutions prior to enrollment into the Program.

· 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 your Utility, as well as Generac’s T&Cs of Service, privacy policy, and any other policies referenced in these T&Cs and on the Generac website located at https://www.generac.com/policies/privacy/ (“Company Privacy Policy”). 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 and maintain the ability to receive in-app notifications from Generac through PWRview.
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 cause 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 reduce the amount of your Payment in accordance with any corresponding reduction of payment received from ConnectedSolutions.

Release and Indemnity. To the maximum extent permitted by law, you agreed to indemnify, release, and hold harmless Generac and the directors, trustees, officers, shareholders, partners, members, agents and employees of Generac, and the respective affiliates of 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 participation in the Program or ConnectedSolutions; 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 GridProgramSupport@generac.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.

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 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 is not responsible for any change to the ESS program or any difference between the ESS program T&Cs or requirements and the description of the ESS program above. 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, ESS or any associated law, rule, regulation, requirement, code, order, or decree, or any interpretation thereof, by your Utility 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 may result in forfeiture of your right to receive some or all of the 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 enrollment form, 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 ESS, 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 and improving the Program, and as otherwise permitted under applicable law, including, in connection with the remote configuration, adjustment, and administration of your PWRcell as required to participate in the Program. You authorize Program Administrator to provide your Data to Generac, to the extent available. 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, ESS, Events, your PWRcell, and other related products and services. Network and other data or text charges may apply. 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.

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 or ESS. 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 ESS, 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 below. 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.

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

[SCHEDULE A (Payment)]
Annual incentive payments vary depending on your PWRcell battery capacity, state of residence, and utility provider, in accordance with the chart below.