Duracell - DSGS Terms and Conditions

The State of California, in Assembly Bill 205 (Ting, Chapter 61, Statutes of 2022), created a virtual power plant “(VPP”) program called the Demand Side Grid Support Program (“DSGS” or “Program”), administered by the California Energy Commission (“CEC”). This Program compensates eligible customers for upfront capacity commitments and per-unit reductions in net energy load during extreme events. Flip Energy, Inc. (“Flip”) supports this Program in partnership with Power Center ("Partner"), which is open to customers with one or more eligible eligible Partner home storage systems (each, a “Device”) that Flip will control during demand response events (each, an “Event”). Your participation is subject to your agreement to be bound by these terms and conditions with Flip (“Terms”).

By clicking “Enroll” you (“You” or “Participant”) acknowledge that You have read these Terms and agree to be legally bound by them.

1. Eligibility and Enrollment
Upon completing the necessary information and agreeing to the Terms, Flip will submit Your application to the CEC. The CEC in its sole discretion shall accept or reject Your participation in the Program. Rejection will result in Your removal from further participation in the program. Eligibility criteria includes, at a minimum, that you:
a. Are at least 18 years of age
b. Have permission to operate from your host utility
c. Are not participating in a CAISO Proxy Demand Resource (PDR), Reliability Demand Response Resource (RDRR)
d. Have authority to control the Device as set out in Section 2
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2. Acknowledgement
You acknowledge and agree that:
a. You meet the eligibility requirements of the DSGS Guidelines and are not enrolled or participating in a conflicting program to the best of Your knowledge.
b. You will allow the CEC access to all documentation to verify compliance with the program and program performance.
c. You have not received and will not apply for SGIP incentives (note: this is only applicable if Your permission to operate date is after July 1, 2023).
d. Your information submitted to the Program is accurate and complete.
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3. Authority
You should not participate in the Program unless You have the authority to control the Device(s) and are the customer of record for the utility account associated with the address at which the Device is installed (“Customer of Record”). By accepting these Terms, You confirm that You have the authority to control the Device and are the Customer of Record, and that Flip and the CEC can rely on those confirmations in connection with the Program.
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4. Grant of Control Over Your Device
By accepting these Terms, You grant Flip remote access to control the enrolled Device to automatically charge and/or discharge the Device, during an Event. Flip may charge or discharge Your Device at any time and to any level but will make efforts to respect Your preferences as configured in the App, like VPP Backup Reserve During Events and Event opt-out, as applicable.
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5. Term
This Agreement will commence upon the date that You accept these terms and conditions and will continue for 1 year (the “Term”). Thereafter, the Term shall automatically be extended for additional renewal terms of one (1) year each, each anniversary thereof, until either You or Flip terminates this Agreement as allowed under these Terms.
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6. Program Events
Events will be called subject to the “Program Rules”, which you will be required to review and accept in accordance with this Agreement and a copy of which may be found here: < "Program Rules">. Flip will control the Device to respond during Events and will make reasonable efforts to maximize performance within Your preferences as configured in the Partner App.
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7. Compensation
The Program provides compensation based on the average power that discharges from Your Device in response to Events (“Performance”). You acknowledge and agree that Flip does not guaranty any specific level of Performance from Your participation. The calculation of the Performance is defined by the CEC in the Program Rules under Incentive Option 3. You agree that Flip will provide payment to You (“Compensation”) for Your Device’s contribution to the VPP’s Performance at the following rates each month in 2024, 2025 and 2026. These rates are based on resource duration which will be determined by Flip depending on the Device capabilities and other factors. If your permission to operate date is prior July 1, 2023, these rates are discounted by 20%. You acknowledge that these rates can change in future years and Flip reserves the right to update these terms and conditions, accordingly.

2-hour resource:

• May - $7.01

• June - $7.26

• July - $13.10

• Aug - $14.04

• Sep - $14.97

• Oct - $8.19

3-hour resource:

• May - $8.42

• June - $8.71

• July - $15.72

• Aug - $16.85

• Sep - $17.97

• Oct - $9.83

4-hour resource:

• May - $9.35

• June - $9.68

• July - $17.47

• Aug - $18.72

• Sep - $19.97

• Oct - $10.92

Flip’s payment of Compensation is dependent on Flip receiving payment from the Program. Compensation may be delayed or blocked until Flip receives payment from the CEC. The Compensation payments referenced herein, if any, are the only compensation that You will receive from Flip and the CEC for participating in the Program. You are responsible for all other costs of participating in the Program, including, but not limited to Your cost of electricity to charge Your Device as well as for the general use of Your Device.

8. Participant Device Data and Other Information
Participation in the Program means that the CEC and Flip will have access to certain types of Your personal identifiable information and energy use data, including, but not limited to, Your name, address, energy usage, utility account number, Device information, data generated from the Program and other personal information, collectively referred to as Confidential Information. You authorize the CEC and Flip, and their respective employees and representatives, to use and exchange the Confidential Information to administer the Program and in accordance with Flip’s Customer Privacy Policy, as applicable. (Even though this policy is a separate document from these Terms, it is considered part of these Terms). You further authorize Flip and the CEC to provide Your Confidential Information to relevant regulatory bodies upon their valid, legal request or as otherwise required by law. You also authorize Flip or the CEC to use or share Confidential Information that is anonymized without further need for Your consent provided that it does not contain any of Your personal identifiable information.
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9. Enrollment Into Other VPP Programs
You agree that Your enrollment into the Program means that You are interested in participating in virtual power plant programs. You grant Flip the right to apply on Your behalf, unenroll You from programs and enroll you in alternative or follow-on VPP programs that are, in Flip’s sole discretion, comparable in value and customer experience to the Program. If this occurs, Flip will notify You of the change, and provide You with an option to unenroll.

10. No Warranty; Disclaimer
Flip expressly disclaims all warranties of any kind relating to this Program, whether express, implied or statutory including but not limited to any implied warranties for conditions, merchantability, fitness for a particular purpose, title, non-infringement or misappropriation of intellectual property rights.
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11. Limitation of Liability
In no event will Flip be liable for any direct, indirect, incidental, special or consequential damages arising in connection with the Program, including but not limited to, Your Device’s reduced charge during a power outage causing a loss of power or any other loss of power. If You are dissatisfied with the Program, any of these Terms, or believe Flip has breached these Terms, Your sole and exclusive remedy is to discontinue participation in the Program.
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12. Termination
You agree that either of us may choose to terminate Your participation in the Program, at any time and for any reason. If Flip elects to terminate Your participation in the Program, Flip will provide You with advance written notice to the email address You maintain with Flip in Your Partner app. If You elect to terminate Your enrollment in the Program, you may do so by contacting My VPP Customer Support, operated by Flip. In either case, termination will be effective within a reasonable period of time allowing for Flip to process termination.
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13. General
i. Entire Agreement. Except as otherwise stated herein, these terms and the Program Rules constitute the entire Agreement between You and Flip concerning the Program.
ii. No Assignment. You may not assign this Agreement without Flip’s prior written consent.
iii. Severability and Waiver. If any provision herein is invalid or unenforceable, the remaining provisions will remain in full force and effect.
iv. Survival. Termination of the Program will not affect any obligations and rights under this Agreement, including Sections 8, 10, 11, 13 and 14, which are intended to survive such termination.
v. CEC Jurisdiction. These terms shall be subject to all legal and regulatory requirements applicable to the DSGS Program (including, without limitation, any decisions, orders or rules of the CEC).
vi. Governing Law. This Agreement is governed by California law.
vii. Amendments. This Agreement may be amended by Flip from time to time upon 5 days’ written notice to the email address You maintain with Partner in the Partner app.

14. Flip Arbitration Requirement
Agreement to Arbitrate
​Read this part carefully because it means you are agreeing that any unresolved dispute between you and Flip will not be decided by a judge or jury in a public courtroom, but instead by a single arbitrator in a private arbitration.
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​If you have a dispute arising out of or relating to any aspect of this Agreement and the relationship between you and Flip Energy, Inc. or its affiliates (which we call “Flip”), send us an email to legal@flip.energy, describing your dispute and how you would like it resolved. If it is not resolved within 60 days from the date of your email, you agree that your dispute can only be resolved by a single arbitrator in an arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. This includes claims arising before you enrolled in the VPP (such as claims related to statements Flip made about our products). We will pay all AAA fees for any arbitration, which will be held in the city or county of your legal residence. To learn more about the Rules and how to begin an arbitration, you can call any AAA office or go to www.adr.org. The arbitrator can only resolve disputes between you and Flip, and cannot consolidate claims from others without consent from you, Flip, and the others. You can only bring claims in arbitration against Flip in your individual capacity and not as a plaintiff or class member in any class or representative action (and the same is true for Flip). If a court or arbitrator decides that any part of this agreement to arbitrate cannot be enforced as to a specific claim for relief or remedy (such as what lawyers call “injunctive” or “declaratory” relief), then that claim or remedy (and only that claim or remedy) will be carved out of the arbitration and can be filed in court; all other claims must be arbitrated. If you prefer, you can take your individual dispute to a small claims court instead. If you don’t want to agree to arbitration, you can "opt out” of arbitration by sending us a letter within 30 days after initially enrolling in the VPP. Send the letter to Flip Energy, Inc.; 2261 Market Street #5160, San Francisco CA 94114, and include your name, your address, the name of the VPP program you enrolled into, and a statement explaining your desire to opt out of arbitration. If you do not opt out, your agreement to arbitrate overrides any different arbitration agreement between us, including any arbitration agreement in a lease or finance contract.