Pecan Street Participation Agreement
This Participation Agreement is made by and between Pecan Street Inc. (“Pecan Street”), a Texas nonprofit organization, headquartered in Austin, Texas, and the individual completing and signing this form (“Resident”) (collectively, the “Parties”).
In consideration of the mutual covenants herein, the Parties agree as follows:
Definitions
1. The “Project” is a Pecan Street customer energy and water-use research trial, funded by the Alfred P. Sloan Foundation to:
A. provide each participant with secure online access to information about their home’s or business’s performance, maintenance needs, electricity and/or water use and estimated bills;
B. advance public interest research on electric and/or water system reliability, climate change, renewable energy integration and customer needs, and preferences
2. “Resident’s Participation Period” will begin on the Effective Date and concludes two (2) years thereafter, subject to the provisions of Section 18 herein.
3. A “Project Collaborator” is an entity or person that:
A. is collaborating with or that contracts with Pecan Street for the purpose of
conducting research, development and demonstration activities, and
B. has executed with Pecan Street an agreement requiring nondisclosure of confidential information.
4. “Confidential Information” is any and all information related to the Project or to Resident’s participation in the Project, in which either of the Parties holds a legal interest that is not publicly available. Resident’s Confidential Information includes any non-publicly available data obtained from Resident through participation in the Project.
5. “Authorized Installer” shall mean an electrician or technician, who is either a staff of Pecan Street or who is a Pecan Street vetted independent contractor, authorized by Pecan Street to perform Equipment (as defined further herein) installation or Project-related work at Resident’s Premises.
Project Research Information
6. In order for Pecan Street to provide Resident with the home performance information (“Home Performance Information”) at no cost to Resident and to carry out the Project’s research objectives, Resident agrees to authorize Pecan Street’s Authorized Installer to install energy and/or water measurement equipment (“Equipment”) at premises at the address specified in this form.
7. Pecan Street will provide the Equipment and Pecan Street’s Authorized Installer will perform the installation. The Parties agree that Resident’s participation in the Project is subject to Pecan Street determining, after execution of this Agreement, that Resident’s Premises is suitable for inclusion in the Project. This determination will be made in Pecan Street’s sole discretion. Factors that Pecan Street may consider include, but are not limited to, the following:
A. Whether Resident’s premises has active broadband Internet service (which may be needed for the Equipment to function properly)
B. Whether Resident’s Premises has an available, functioning Ethernet port into which the Equipment can, if needed, be plugged.
C. The Project team’s interest in measuring load profiles in a diverse group of homes and businesses with a variety of appliances, factors, and systems to create learning on a variety of systems. (For example, the project team’s statistical work is helped by having access to information on the load profiles of homes with and without solar panels, among many unlisted factors.)
Roles and Responsibilities
8. As part of the mutual consideration forming this Agreement, Pecan Street agrees to perform the following roles and responsibilities:Install Equipment at Resident’s Premises at a mutually agreed upon time.
A. Install Equipment at Resident’s Premises at a mutually agreed upon time.
B. Maintain liability insurance for damage caused by the Equipment installed at Resident’s Premises, and provide proof of such liability insurance upon written request by Resident.
C. Maintain a written information privacy and security policy that complies with applicable federal, state, and local laws and regulations governing privacy and security of data pertinent to this Project, and such policy shall include administrative, physical, and technical safeguards appropriate to the size and complexity of Pecan Street’s operations and the nature and scope of its activities.
D. Carry out all its responsibilities under this Agreement.As part of the mutual consideration forming this Agreement, Resident agrees to perform the following roles and responsibilities:
9. As part of the mutual consideration forming this Agreement, Resident agrees to perform the following roles and responsibilities:
A. Resident shall permit and provide access to Pecan Street’s Authorized Installer and/or Pecan Street’s personnel to enter Resident’s premises to install the Equipment, maintain the Equipment, conduct energy audit and/survey of Resident’s Premises, and perform any other necessary Project activity(ies), at a time or times (as applicable), mutually agreed upon time between the Parties.
B. Resident shall maintain broadband internet service and a functioning available Ethernet port without interruption during Resident’s Participation Period.
C. Resident shall not tamper with the Equipment during Resident’s Participation Period.
D. Resident shall participate in and complete surveys administered by Pecan Street (“Project Survey(s)”)
E. Resident shall maintain electric utility service without interruption during Resident’s Participation Period.
F. Resident shall carry out all of Resident’s obligations under this Agreement.
Treatment of Confidential Information
10. Personally Identifiable Information (PII) refers to information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. Pecan Street shall not disclose Resident’s PII to third parties without obtaining Resident’s express permission for each request for disclosure.
11. Pecan Street shall not use Resident’s Confidential Information except as necessary in order to further its research work. Except for disclosure to Project Collaborators (as provided herein) and as otherwise permitted under this Agreement, Pecan Street shall not disclose Resident’s Confidential Information to any third parties (except to Project Collaborators as provided herein). Pecan Street shall take reasonable security precautions, at least as great as the precautions it takes to safeguard its own confidential information, to prevent unauthorized disclosure of the Resident’s Confidential Information.
12. The Parties agree that it is necessary to provide Confidential Information (excluding PII) to Project Collaborators for the purposes of carrying out the Project and that Pecan Street may provide Confidential Information to a Project Collaborator provided that an agreement requiring non-disclosure of confidential information is in effect between such Project Collaborator and Pecan Street, proof of which shall be made available to Resident upon request.
13. In consideration for payment-free access to Home Performance Information collected from the Equipment, and mutual covenants contained in this Agreement, Resident conveys to Pecan Street sole ownership of the data that Pecan Street collects and/or receives pursuant to this Agreement, including data that Pecan Street collects from Resident’s Premises, the Equipment, and from any devices, equipment, or systems that are the subject of any addenda to this Agreement (“Project Information”).
14. Pecan Street and its assignees may include Project Information in research reporting and /or presentations so long as the Project Information so included in no way identifies any individual Resident’s identity or the address of Resident’s Premises.
15. The Parties recognize the critical importance to the Project of uninterrupted flow of electricity consumption data. In recognition of this, Resident agrees to the following:
A. In the event that (where applicable) the Equipment malfunctions, Resident agrees to provide Pecan Street with access to Resident’s Premises at a mutually agreeable time no later than three business days after the malfunction is detected.
b. Resident will notify Pecan Street if Resident moves from Resident’s Premises during Resident’s Participation Period and/or if additional housemates are added.
16. If Resident moves to a new address, the Parties may mutually agree that this Agreement remain in full force for the new residence, in which event, Resident may execute any new authorization forms required for Pecan Street to access Project Information for the new residence. Additionally, Resident may authorize Pecan Street (subject to Pecan Street’s right to decline) to install the Equipment (or replacement Equipment) at Resident’s new premises and provide Pecan Street and its agents with access to Resident’s new premises to install and maintain the Equipment in the manner specified in this Agreement.
17. If Resident moves to a new address, Resident agrees to support Pecan Street with time to work with the Next Resident so that the Project research can continue uninterrupted at Resident’s Premises after Resident moves. Resident agrees to provide written advance notice of Resident’s move to Pecan Street at least two weeks prior to Resident’s move. Resident further agrees to facilitate connecting Pecan Street with the Next Resident, for example, by obtaining permission from the Next Resident(s) to share name and contact information of the person/persons in Next Resident’s household with legal capacity to agree to assignment of this Agreement. For the purpose of this Agreement, Next Resident shall mean anticipated or actual occupants of Resident’s Premises after Resident moves to a new address.
Term and Termination
18. This Agreement shall extend for the term of Resident’s Participation Period. The Parties agree that at the conclusion of the Resident’s Participation Period, this Agreement will automatically renew annually for 12 months (“Annual Renewal Period”) for so long as Resident retains possession of the Equipment provided by Pecan Street.
19. Pecan Street may terminate this Agreement at any time. Resident may terminate this Agreement at any time by returning a complete package of all the Equipment installed by Pecan Street at Resident’s Premises to Pecan Street at the address stated in Section 23 herein. Such Resident’s termination shall be effective on the date that Pecan Street physically receives the complete Equipment package.
Assignment
20. This Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express written consent of the other party, which consent shall not unreasonably be withheld.
Severability
21. If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, that portion shall be severed and a new enforceable provision shall be substituted therefore to accomplish the intent of the severed provision as nearly as practicable. The remaining provisions of this Agreement shall remain in full force and effect.
Notices
22. All notices and requests under this Agreement must be in writing and, except as specifically provided elsewhere in this Agreement, any changes to this Agreement must be in writing and signed and acknowledged by both Parties to be effective. All written notices shall be deemed to be given to the other Party upon a certified or registered mailing if addressed as follows (unless such addresses are changed by written notice):
23. All notices and requests under this Agreement must be in writing and, except as specifically provided elsewhere in this Agreement, any changes to this Agreement must be in writing and signed and acknowledged by both Parties to be effective. All written notices shall be deemed to be given to the other Party upon a certified or registered mailing if addressed as follows (unless such addresses are changed by written notice):
For Pecan Street:
Pecan Street Inc. Attention: General Counsel
3924 Berkman Dr. Austin, TX, 78723
For Resident: as provided on this form by Resident
No Waiver; Amendment; Exclusive Agreement
24. No failure or delay by any of the Parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement may not be modified, supplemented or amended orally, but may only be modified, supplemented or amended by a writing signed by the duly authorized representatives of the Parties to this Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior or contemporaneous oral or written agreements or understandings between the parties regarding such subject matter.
Effective Date
25. The Effective Date of the Agreement will be the date on which the Resident completes and submits this electronic agreement.
Agreed to and Accepted
By completing and submitting this form, the Resident is accepting the terms of the agreement.
This agreement is agreed to and accepted by Pecan Street Inc., by Fisayo Fadelu, General Counsel, Pecan Street Inc. on the Effective Date.
