Terms and Conditions

🗽 Responsible Grid Pilot NYC

TERMS AND CONDITIONS

RESPONSIBLE GRID PILOT PROGRAM

1. DEFINITIONS AND INTERPRETATION

These Terms and Conditions constitute the Agreement between you (referred to as "Customer" or "you") and Standard Potential Co. ("Standard Potential") under which Standard Potential will act as the aggregator to facilitate the participation of your electric service account in ConEdison's Commercial System Relief Program (CSRP) and/or the Distribution Load Relief Program (DLRP) offered by the Consolidated Edison Company of New York ("ConEdison") under the terms of Rider T to its Tariff PSC No. 10 ("PSC No. 10").

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Agreement" means these Terms and Conditions.

1.2 "Battery Equipment" means the BLUETTI Elite 200 V2 or equivalent battery power station provided by Standard Potential for use under this Agreement.

1.3 "Capability Period" means the period from May 1, 2025, through September 30, 2025.

1.4 "ConEdison" means Consolidated Edison Company of New York.

1.5 "PSC No. 10" means ConEdison's Tariff PSC No. 10, including Rider T and other applicable provisions, as filed with and approved by the New York Public Service Commission.

1.6 "CSRP" means ConEdison's Commercial System Relief Program.

1.7 "Customer" or "you" means the individual or entity entering into this Agreement with Standard Potential.

1.8 "DLRP" means ConEdison's Distribution Load Relief Program.

1.9 "Equipment" means the Battery Equipment and any associated hardware, software, or accessories provided by Standard Potential.

1.10 "Services" means the setup, configuration, monitoring, and operation of the Equipment by Standard Potential.

1.11 "Standard Potential" means Standard Potential Co., a Delaware corporation.

2. PROGRAM OVERVIEW

2.1 Program Description. Standard Potential is deploying compact battery power stations for installation in residential premises. These battery power stations can be paired with Customer electrical loads such as window air conditioning units to participate in ConEdison's Demand Response Programs. Under the Programs, ConEdison is required to make certain payments to eligible customers who reduce their usage of electricity below normalized levels during certain periods of peak demand designated by ConEdison (hereinafter "demand response events"), occurring during their particular Capability Period from May 1 to September 30. Programs make final payments after their Capability Periods have ended, and customers who drop out of the program prior to the end of the applicable Capability Period are not eligible to receive payments from that program.

2.2 Capability Period. This Agreement governs participation during the 2025 Capability Period (May 1 through September 30, 2025).

2.3 Battery Equipment Specifications. Standard Potential shall provide BLUETTI Elite 200 V2 or equivalent portable battery stations with the following approximate specifications: (a) Battery Capacity: 2,000Wh (b) AC Output: Up to 2,600W (c) Dimensions: 13.8 × 9.8 × 12.7 inches (d) Weight: 53 pounds (e) Compatible with standard window air conditioning units

3. OBLIGATIONS OF THE PARTIES

3.1 Standard Potential's Obligations. Standard Potential shall: (a) Provide a portable battery unit for installation at Customer's premises; (b) Remotely monitor and operate the battery system via WiFi connection; (c) Retrieve the Equipment from Customer’s premises by November 30, 2025 and (d) Serve as Customer's aggregator for participation in ConEdison's demand response programs.

3.2 Customer's Obligations. Customer shall: (a) Connect the battery to Customer's window air conditioning unit(s); (b) Maintain WiFi connectivity for the battery system for the entire duration of Capability Period to the best of Customer’s ability; (c) Ensure that the Equipment remains plugged in at all times during the Capability Period except when specifically instructed otherwise by Standard Potential

4. EQUIPMENT TERMS

4.1 Ownership. The Equipment shall remain the sole and exclusive property of Standard Potential at all times. This Agreement constitutes a limited license for Customer’s use of the Equipment during the Capability Period and not a sale of the Equipment or the creation of a security interest therein. Customer acknowledges Standard Potential's ownership and agrees to keep the Equipment free and clear of all liens, levies, and encumbrances.

4.2 Equipment Condition. Customer acknowledges that upon delivery of the Equipment, Customer shall inspect the Equipment and confirm it to be in good working order. Customer shall bear full responsibility to Standard Potential for the cost to repair or replace any Equipment which, during the period between delivery to Customer and return to Standard Potential, has been damaged from any cause whatsoever, regardless of fault or negligence.

4.3 Delivery and Return. (a) The Equipment shall be deemed "delivered" when it leaves Standard Potential's place of business in the possession of Customer. Customer bears full responsibility for all risk of loss and/or damage to the Equipment once it is no longer in the physical custody of authorized Standard Potential employees. (b) The Equipment shall be deemed "returned" to Standard Potential when it has been physically received by Standard Potential. Customer shall continue to bear any and all risks of loss and/or damage to the Equipment until return has been accomplished in this manner.

4.4 Battery Usage Guidelines. Customer shall adhere to the following usage guidelines: (a) The battery unit shall be used solely for operation with window air conditioning units; (b) Once connected to WiFi, the battery system will operate automatically and will be remotely monitored and operated by Standard Potential; (c) Customer shall not modify, tamper with, or attempt to repair the Battery Equipment and (d) Customer acknowledges that the battery unit contains lithium iron phosphate (LiFePO4) batteries, which require proper handling as described in Section 5.

4.5 Right of Entry and Inspection. Standard Potential shall have the right to inspect the Equipment at any time during the term of this Agreement. Customer shall make any and all arrangements necessary to permit a qualified representative of Standard Potential access to the location of the Equipment. If a breach of any of the provisions of the Agreement occurs, Standard Potential has the right to take possession of the Equipment without legal process, without liability to Customer, and without prejudice to Standard Potential’s right to receive any compensation accrued under this Agreement up to and including the date of removal of the Equipment.

5. SAFETY INFORMATION AND RISK DISCLOSURE

5.1 Safety Precautions. Customer acknowledges the following safety guidelines for proper use of the Battery Equipment: (a) The battery unit is built with lithium iron phosphate (LiFePO₄) cells, a stable and reliable chemistry, but as with any power system, it should be handled with care. (b) To ensure safe operation, Customer should avoid dropping, impacting, or tilting the unit beyond normal movement. (c) Foreign objects should not be inserted into the unit’s ports to prevent accidental damage. (d) The unit should remain stationary while in use to ensure a secure connection. (e) It should be kept in a dry, indoor environment, away from excessive heat, direct sunlight, rain, or high humidity. (f) Customer should not attempt to modify, disassemble, or repair the unit, and should contact Standard Potential immediately if they notice any damage to cords, plugs, or the casing. (g) If any issues arise, Standard Potential’s support team is available for assistance. (h) In the unlikely event of a fire, a dry powder fire extinguisher suitable for electrical equipment should be used. (i) Before operation, Customer should ensure that power cords and plugs are in good condition.

5.2 Risk Mitigation. Standard Potential represents that: (a) Standard Potential will handle all delivery, maintenance, and pickup of Equipment; (b) The Equipment uses commercially available and commercially certified battery power stations; (c) All Equipment is tested and certified to applicable safety standards; (d) Standard Potential will provide emergency contact information for any issues with the Equipment; and (e) Standard Potential may install protective covers or safety features on the Equipment to prevent access to non-relevant ports and inputs, which shall not constitute a modification of the underlying battery technology or affect the Equipment’s safety standards.

6. CONED DEMAND RESPONSE PROGRAM PARTICIPATION

6.1 Program Enrollment Authorization. By accepting these Terms and Conditions, Customer hereby authorizes Standard Potential to: (a) Enroll Customer's qualifying electricity account in ConEdison's CSRP and DLRP programs; (b) Determine and provide ConEdison with the level of demand response reservations; (c) Receive information from ConEdison including Customer's name, address, and historic and current hourly metered energy usage; (d) Receive payment from ConEdison for Customer's participation in the demand response programs; (e) Deduct Standard Potential's fee from such payments; and (f) Otherwise interact with ConEdison on Customer's behalf as necessary for Customer's participation.

6.2 ConEdison Programs Description. ConEdison's demand response programs request customers to reduce electricity usage during peak demand periods. The utilities provide advance notice of periods when demand reductions are needed. (a) DLRP (Distribution Load Relief Program): Typically provides notification 2 hours prior to an event, with potential for less notice during immediate events. (b) CSRP (Commercial System Relief Program): Typically provides notification 21 hours prior to an event, with potential for less notice during unplanned events.

To learn more about these programs, visit  https://www.coned.com/-/media/files/coned/documents/save-energy-money/rebates-incentives-tax-credits/smart-usage-rewards/smart-usage-program-guidelines.pdf?la=en

6.3 ConEdison Data Authorization. (a) Customer hereby authorizes Standard Potential to obtain Customer's electricity usage information from ConEdison. This information may include historical information as well as meter readings in real-time. (b) This authorization shall remain in effect until Customer revokes it on the ConEdison website. In order for Standard Potential to continue to provide services under this Agreement, Standard Potential requires continuous access to Customer's utility data. (c) Standard Potential may store and use information obtained from ConEdison to provide the services described in this Agreement, including sharing utility information with relevant third parties as necessary, and sharing anonymized, aggregated data for analysis purposes.

7. COMPENSATION

7.1 Payment Terms. (a) Payments are based upon the amount Customer reduces energy usage during demand response events. (b) NO PAYMENT GUARANTEES ARE PROVIDED HEREUNDER. Standard Potential assumes no responsibility for utility data or usage inaccuracies. (c) Notwithstanding that some of the ConEdison program payments are for monthly performance, Standard Potential shall pay the Customer in a single payment to be made within sixty (60) days after the end of the Capability Period. (d) Standard Potential reserves the right to choose an allocation of revenue methodology among participants.

7.2 Non-Performance. There are no penalties for non-performance other than loss of the opportunity to receive demand response payments. However, non-performance in one event may negatively impact overall payments.

7.3 No Electric Sales or Delivery Service. Nothing in this Agreement shall be construed as a commitment by Standard Potential to supply or deliver electric power or energy to the Customer’s premises.

8. DATA PRIVACY AND SECURITY

8.1 Data Collection and Use. In addition to the utility data referenced in Section 6.3, Standard Potential will collect data about the battery's performance and Customer's energy usage patterns. This data will be used to optimize the performance of the battery system and to improve the program.

8.2 Security. Access to any online services provided as part of this Agreement is enabled by username and password. Customer shall maintain Customer's username and password in strict confidence and shall not share them with any third party.

9. LIABILITY AND INDEMNIFICATION

9.1 Limitation of Liability. (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STANDARD POTENTIAL, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STANDARD POTENTIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR INABILITY TO USE THE EQUIPMENT OR SERVICES; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER'S DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY REGARDING THE EQUIPMENT OR SERVICES; OR (iv) ANY OTHER MATTER RELATING TO THE EQUIPMENT OR SERVICES PROVIDED UNDER THIS AGREEMENT. (b) STANDARD POTENTIAL'S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY STANDARD POTENTIAL TO CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Indemnification. (a) CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS STANDARD POTENTIAL AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES) ARISING FROM: (i) CUSTOMER'S USE OF AND ACCESS TO THE EQUIPMENT OR SERVICES; (ii) CUSTOMER'S VIOLATION OF ANY PROVISION OF THIS AGREEMENT; (iii) CUSTOMER'S VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (iv) ANY CLAIM THAT CUSTOMER'S ACTIONS CAUSED DAMAGE TO A THIRD PARTY; OR (v) CUSTOMER'S FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS. (b) THIS DEFENSE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND CUSTOMER'S USE OF THE EQUIPMENT OR SERVICES.

10. TERM AND TERMINATION

10.1 Term and Equipment Retrieval. (a) This Agreement shall become effective as of the date accepted by Customer and shall remain in effect through September 30, 2025, unless terminated earlier as provided herein. (b) Notwithstanding subsection (a), Customer acknowledges that Standard Potential shall have until November 30, 2025 to retrieve the Equipment after the end of the Capability Period

10.2 Termination. (a) Either party may terminate this Agreement with thirty (30) days' written notice to the other party. If terminated, Standard Potential shall remove all Equipment and Customer will no longer participate in the demand response programs through Standard Potential. (b) Customer may cancel Customer's participation in ConEdison programs at any time, but if Customer cancels prior to the end of the Capability Period, Customer forfeits the right to any payments for such Capability Period. (c) Standard Potential may immediately suspend or terminate this Agreement and its provision of the service without notice or liability in whole or in part if Customer violates any of the terms of this Agreement.

11. GENERAL PROVISIONS

11.1 Governing Law. The construction and performance of these Terms and Conditions will be governed by the substantive laws of the State of New York without regard to its choice of law rules.

11.2 Assignment. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement. The terms and the rights and obligations under this Agreement may not be assigned, delegated or otherwise transferred by you to any third party, by operation of law or otherwise, without the prior written consent of Standard Potential.

11.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof.

11.4 Severability. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining terms shall otherwise remain in full force and effect and enforceable.

11.5 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials. In the event of a force majeure event, the affected party shall provide prompt notice to the other party and shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.

11.6 Amendments. Standard Potential reserves the right to modify these Terms and Conditions at any time by providing written notice to Customer. Customer's continued use of the Equipment or Services following such notification constitutes acceptance of the modified terms.

11.7 Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

11.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, upon confirmation of receipt if sent by email, or upon deposit with the United States Postal Service, by registered or certified mail, postage prepaid.

12. BATTERY UNIT MAINTENANCE AND CARE

Customer shall follow these maintenance and care guidelines:

12.1 If the unit's state of charge falls below 5%, Customer shall recharge the unit in a timely manner.

12.2 Customer shall store the unit in a cool, dry place, away from flammable materials.

12.3 Safe storage temperature: -10°C to 40°C (14°F to 104°F).

12.4 For storage over one (1) month, Customer shall keep the unit below 35°C (95°F).

12.5 If the battery's state of charge drops to 0% during storage or startup, Customer shall: (a) Shut down the unit immediately; (b) Charge the unit within forty-eight (48) hours; and (c) Keep the unit at 5°C to 35°C (41°F to 95°F) for six (6) hours before charging.

13. CUSTOMER ACKNOWLEDGMENTS

Customer acknowledges and agrees to the following:

13.1 Standard Potential is the exclusive Aggregator for Customer's participation in ConEdison's CSRP and DLRP programs during the term of this Agreement.

13.2 The battery unit is for participation in ConEd demand response programs only and not for backup power during outages.

13.3 Customer has read and understands all safety information and risk disclosures.

13.4 Customer has read, understood, and agreed to these Terms and Conditions.

13.5 By accepting delivery of the Equipment, accessing the Services, or by acknowledging this Agreement electronically, Customer accepts and agrees to be bound by these Terms and Conditions without need for physical signature.

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