This Voluntary Participation Agreement (“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”, “You”, or “Your”) (collectively, the “Parties”).
Your participation in the project covered under this Agreement is entirely voluntary. You may withdraw from participating at any time by giving Pecan Street written notice by email at: participate@pecanstreet.org or as specified further within this Agreement.
Background
Pecan Street Inc. is a Texas-based nonprofit research organization focused on advancing original research and accelerating climate and conservation solutions. Pecan Street is a sub-recipient of Federal Award No. DE-EE0009023 (the “Award”), granted by the U.S. Department of Energy (“DOE” or “Grantor”), through Eaton Corporation (“Eaton”) under Subaward Purchase Order No. 0011-44083 (the “Subaward”), to undertake certain energy research and development (R&D) activities aimed at grid services optimization from behind-the-meter (BTM) solar PV and other synergistic distributed energy resource (DER) technologies. Pecan Street intends to enable achieving the R&D objectives by supporting high-resolution residential energy data collection and measurement, residential energy systems testing, energy demand response, and other related residential environment R&D activities conducted in collaboration with volunteer field trial participant households (the “Project”).
Resident has expressed interest in participating in the Project as a field trial test participant for (a) the benefit and value of gaining first-hand understanding, free of charge, of the potential advantages of having certain energy systems operating within and through Resident’s home (“Home Performance Insights”); and (b) the purpose of advancing public interest research in the areas of utility systems reliability, renewable energy integration, and climate change solutions. It is contemplated that the Home Performance Insights provided may include insights on water usage, air quality, solar PV, energy storage, and other home efficiency and living quality indicators, depending on the Project needs, resources, and Resident’s interest in the applicable instrumentation.
This Agreement sets forth the terms that will govern Resident’s participation in the Project. In consideration of the mutual covenants herein, the Parties agree as follows:
Definitions
1. “Authorized Installer” means an electrician or technician, who is either an employee of Pecan Street or 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.
2. 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.
3. “Equipment” shall mean all equipment, including any or more of the likes of the following: home energy monitors, storage systems, air conditioning controllers, indoor air temperature sensors, and other related home devices provided by Pecan Street to Resident or installed by Pecan Street at Resident’s Premises (defined herein) pursuant to this Agreement.
4. “Field” means residential premises.
5. 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 in furtherance of Pecan Street’s mission, and
B. has executed with Pecan Street an agreement requiring nondisclosure of confidential information.
6. “Resident’s Participation Period” will begin on the Effective Date and concludes two (2) years thereafter, subject to the provisions of Section 25 herein.
7. The “Project” is as defined above including field testing of certain residential energy devices in end-users’ homes to enable research and validation aimed at carrying out the Project.
8. “Test Participant” shall mean Resident if Pecan Street determines that Resident’s Premises is suitable for conducting the Project.
9. “Testing Activities” shall include all of the activities necessary to be performed by Pecan Street to set up, install, configure, inspect, troubleshoot, reconfigure, and evaluate the Equipment (as defined herein); as well as all other tasks necessary to be performed in furtherance of and in connection with the Project.
Project Research Information
10. In order for Pecan Street to provide Resident with the Home Performance Insights (“Home Performance Insights”) at no cost to Resident and to carry out the Project and the Testing Activities, Resident agrees to authorize Pecan Street’s Authorized Installer to install Equipment at Resident’s Premises at the address specified in this form.
11. 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 entirely voluntary and 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
12. As part of the mutual consideration forming this Agreement, Pecan Street agrees to perform the following roles and responsibilities if Resident is selected to be a Test Participant:
A. Install Equipment at Resident’s Premises at one or more mutually agreed upon times, as needed to properly complete the installation of the Equipment to function for the purpose of the Project.
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. Provide Resident with access to view data that provides the Home Performance Insights.
E. Carry out all its responsibilities under this Agreement.
13. 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, remove the Equipment, and perform any other necessary Project activity(ies), at a time or times (as applicable), mutually agreed upon time between the Parties.p>
B. Resident shall notify Pecan Street as soon as Resident can reasonably determine that they will be unable to maintain broadband internet service and a functioning Ethernet port without interruption during Resident’s Participation Period.
C. Resident shall not touch or tamper with the Equipment in any way or/and at any time other than as specifically authorized by Pecan Street in writing (“Authorized System Use(s)”). Touching or tampering with any of the Equipment by anyone other than Pecan Street personnel, Pecan Street’s designee(s), or Resident when Resident is undertaking Authorized System Use(s), is and shall be unauthorized (“Unauthorized Access”). Resident shall take reasonable precaution(s) to safeguard Resident’s Premises to prevent Unauthorized Access to the Equipment, and shall immediately notify Pecan Street in the event that Unauthorized Access occurs.
D. Resident shall participate in and complete surveys administered or authorized by Pecan Street (“Project Survey(s)”).
E. Resident shall notify Pecan Street as soon as Resident determines that they will be unable to maintain electric utility service without interruption during Resident’s Participation Period.
F. Resident shall notify Pecan Street immediately of any issues or anomalies noticed or observed with, on, or related to the Equipment by calling Rachel Jenkins at 210-602-3319.
G. Resident shall carry out all of Resident’s obligations under this Agreement.
Ownership of Test Equipment
14. The Parties fully understand that the Equipment is solely owned by Pecan Street and nothing in this Agreement shall be deemed to convey title or ownership interest to Resident at any time in the present or future.
15. Resident understands that Pecan Street reserves the right in its sole discretion to remove some or all of the Equipment from Resident’s Premises at any time, including at the end of the Project. Resident agrees to provide Pecan Street with access to remove the Equipment if or when Pecan Street elects to perform such removal..
Personally Identifiable Information (PII) & Treatment of Confidential Information
16. 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.
17. The Parties understand that in order to carry out certain aspects of the Project (for example, to identify Resident’s Premises for installation of the Equipment), Resident will disclose some PII to Pecan Street, consistent with this Agreement. Pecan Street maintains a privacy policy that governs its treatment of information (including PII) collected from participants in its projects. The policy is available to Resident upon written request to Pecan Street.
18. Pecan Street shall not sell Resident’s PII or make it available to third parties without Resident’s express specific permission in writing.
19. 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), as mandated by law, and as otherwise permitted under this Agreement, Pecan Street shall not disclose Resident’s Confidential Information to any third parties. 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.
20. The Parties agree that Pecan Street may provide Confidential Information (excluding PII) 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.
Project Information Rights and Responsibilities
21. In consideration for payment-free access to Home Performance Insights collected from the Equipment, and mutual covenants contained in this Agreement, Resident conveys to Pecan Street sole ownership of the data (excluding PII) 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”).
22. 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.
23. 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 prompt access to Resident’s Premises at a mutually agreeable time no later than five (5) 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.
24. 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, as applicable, execute any necessary 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 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.
Term and Termination
25. 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.
26. Pecan Street may terminate this Agreement at any time. Resident may terminate this Agreement at any time by notifying Pecan Street in writing by any of the methods outlined in Section 29 of this Agreement. Upon such termination, Pecan Street reserves the right to request return of the Equipment, and if so requested, Resident shall provide access to Pecan Street to retrieve the Equipment at a mutually agreed-up time within seven (7) business days of receiving the request.
Assignment
27. 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
28. 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
29. 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
Or sent by email to: particpate@pecanstreet.org
No Waiver; Amendment; Exclusive Agreement
30. 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.
Limitation of Liability
31. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PECAN STREET BE LIABLE TO ANY THIRD PARTY WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THE PROJECT OR TESTING ACTIVITIES PERFORMED PURSUANT TO THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF WARRANTY, OR OTHER THEORY OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PROPERTY LOSSES OR OTHER INTANGIBLE LOSSES.
32. PECAN STREET’S LIABILTIY TO RESIDENT WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THE PROJECT OR TESTING ACTIVITIES PERFORMED PURSUANT TO THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF WARRANTY, OR OTHER THEORY OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PROPERTY LOSSES OR OTHER INTANGIBLE LOSSES, SHALL BE LIMITED TO TWO MILLION DOLLARS ($2,000,000).
33. THE PARTIES FURTHER AGREE THAT THE LIMITATIONS OF LIABILITY ABOVE WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Effective Date
34. The Effective Date of the Agreement will be the date on which the Resident completes and submits this electronic agreement.
In signing this Agreement, I hereby acknowledge that I am eighteen (18) years of age or older and that I have the authority to enter into this Agreement. I acknowledge that I have read the entire document, including the attached Addendum, and that I have been given the opportunity to ask questions and receive answers to my satisfaction. I further acknowledge that I understand all of the terms of the Agreement, and that I have signed it knowingly and voluntarily.
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.
