PARTICIPATION AGREEMENT

1. THROUGH SUBMITTING YOUR PARTICIPANT CARD, YOU ("YOU" OR "PARTICIPANT") AGREE TO THE TERMS OF THIS PARTICIPATION AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE CONTACT COMVERGE REPRESENTATIVES SO AS TO REMOVE YOU FROM THE COOLSENTRY™ PROGRAM (THE "PROGRAM") BEFORE YOU ARE INSTALLED.^[1]
2. Comverge (or its subcontractors) will connect a device ("Equipment") on the home adjacent to the Central A/C outdoor unit. While it is not necessary for the Participant to be home during installation, the Participant has the right to ask for an appointment, which shall be granted. Participant may also request where they desire the equipment to be installed, and such request will be granted provided that the location will provide adequate response to the Program. Comverge will inspect and repair and/or replace defective Equipment, if necessary. Participant is not responsible for the installation, maintenance, repair, or removal of provided Comverge equipment.
3. Participant agrees that Comverge may install Equipment on their property for the express purpose of allowing Comverge to limit electricity usage on their Central A/C compressors during power emergencies in Southwestern Connecticut. Comverge offers various incentives to participate in the Program. Comverge may from time to time modify the incentive structure. Please refer to the promotion in place at the time you submit your participation card for details on the current incentive being offered. The submission of the Participant card shall govern what incentive program you fall under. Participants who get installed after October 15th, will not be eligible for incentive for that year, however they will get paid in the following December provided they remain an active participant in the Program.
4. Participant agrees to provide Comverge's representatives with access at reasonable times to Participant's premises to install, inspect, maintain and/or repair the Equipment supplied by Comverge and, upon the termination of service, to remove the same from the premises. Comverge's failure to remove its property shall not be deemed an abandonment.
5. Comverge does not guarantee that Equipment or Program will keep the power on in the region, nor can Comverge be considered liable for any failure or interruption of power services. Comverge shall not be liable for any incidental or consequential damages in such event. Comverge assumes no responsibility for and shall have no responsibility for the condition or repair of any Participant provided equipment, including without limitation the A/C unit. Participant is responsible for the repair and maintenance of Participant provided equipment.
6. The Equipment remains the property of Comverge. None of the Equipment shall become a fixture. Participant shall allow Comverge to remove all Equipment upon termination of service.
7. PARTICIPANT ACKNOWLEDGES THE EQUIPMENT CONTROLS ELECTRICITY, WHICH IS DANGEROUS. PARTICIPANT AGREES THAT NEITHER PARTICIPANT NOR ANY OTHER PERSON (EXCEPT COMVERGE'S AUTHORIZED PERSONNEL) WILL OPEN, TAMPER WITH SERVICE, MAKE ANY ALTERATIONS TO, OR REMOVE ANY EQUIPMENT FROM ITS POINT OF INITIAL INSTALLATION, ABSENT COMVERGE'S CONSENT.
8. Participant acknowledges and agrees that Comverge may monitor Central A/C electricity usage data electronically from time to time and may disclose such information, if necessary, to satisfy law or regulation to operate its services properly. Participant shall notify Comverge if Participant sells their home or disconnects the Comverge device. This Agreement and the equipment supplied by Comverge are not assignable or otherwise transferable by Participant. Comverge will not provide Participant's name, address, or any other information to any entity except to provide services or as required by law.
9. Participant shall have the right at any time to terminate the service by notifying Comverge in writing or by telephone. In the event Participant elects to terminate the service, Participant will not receive a payment for the yearly credit.
10. Comverge will not be liable to the Participant 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 the Participant's reliance on or use of electrical power, or any failure of performance of Comverge Equipment or services, including without limitation the device, Comverge's services or the Services of its agents; or resulting directly or indirectly out of, or otherwise arising in connection with the use of Comverge's Equipment or services.
11. THE PROGRAM AND EQUIPMENT ARE PROVIDED "AS IS." YOU UNDERSTAND AND ACKNOWLEDGE THAT COMVERGE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE EQUIPMENT OR PROGRAM, WHICH ARE BOTH 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. ALL WARRANTIES ARE DISCLAIMED BY COMVERGE TO THE FULLEST EXTENT OF THE LAW.
12. Participant agrees to hold harmless, defend, and indemnify Comverge, 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 Equipment or Program, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys' fees, of every kind and nature. In such a case, Comverge will provide You with written notice of such claim, suit or action.
13. This Agreement constitutes the entire agreement between the Participant and Comverge. No undertaking, representation or warranty made by any agent or representative of Comverge in connection with the sale, installation, maintenance or removal of Comverge's services or Equipment shall be binding on Comverge except as expressly included herein.
14. Comverge may, in its sole discretion, change, modify, add or remove portions of this Agreement at any time. The Participant's continued use of Comverge's service following notice of such change, modification or amendment shall be deemed to be the Participant's acceptance of any such modification. If Participant does not agree to any modification of this Agreement, Participant may request discontinuance of Comverge's Equipment and services by notifying Comverge that Participant is terminating this Agreement.
15. Comverge may assign or delegate any of our rights or obligations under this Agreement to independent contractors or other third-party organizations. Your rights may not be assigned or transferred without our written consent. The provisions on events beyond our control, indemnity, representations and warranties, disclaimers of warranty and liability, admissibility of this agreement, termination, and governing law will survive the termination of this agreement for any reason. Failure to insist on strict performance of the terms will not operate as a waiver of any subsequent default or failure of performance or of that same right or provision at any other time. If any part of the terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed ineffective until Comverge promulgates a successor provision, and the remainder of the terms shall continue in effect. No joint venture, partnership, employment, or agency relationship exists between You and Comverge as a result of the terms or your use of this Site. This is the sole agreement between the You and Comverge. Any other agreement is declared null and void. These terms will be governed by and construed in accordance with the laws of the state of New Jersey. Any and all disputes must be brought in New Jersey state or federal courts, as they have sole jurisdiction in regards to this Agreement.

[1] CoolSentry™ is a trademark of Comverge Inc. ("Comverge").