Green Places, Inc

Pass-Through Customer Agreement

Effective September 19, 2023.

With respect to the Services provided by the Service Provider defined below and sold by Green Places, Inc., an Arcadia reseller (“Green Places”), the end user entity of Arcadia services (“End User”) agrees to the terms and conditions as set forth herein (the “Pass-Through Customer Agreement”):

A. End User agrees to access and use the Services in accordance with the terms of this Pass-Through Customer Agreement.

B. End User acknowledges the agreement between Arcadia and Green Places requires Green Places to incorporate the Pass-Through Customer Agreement into End User orders.

C. In the event any provision of the Pass-Through Customer Agreement is deemed to conflict with a provision of an End User Order or other agreement between Partner and End User with respect to Arcadia Offerings, the applicable provision of the Pass-Through Customer Agreement shall control as between End User and Arcadia.

D. Arcadia shall have the benefit of and right to enforce the following clauses against End User:

1. Definitions.  Certain capitalized terms used in this Agreement, not otherwise defined elsewhere in this agreement, shall have the meanings set forth or cross-referenced below.

1.1.Connected Account” shall mean an End User’s utility account connected via permissioned access.

1.2.Connected Account Data” shall mean utility statements, account metadata, consumption and billing data collected from Connected Accounts used, for example, to confirm the utility serving an End User, what tariff they are served under, their monthly billed consumption (kWh), their billing totals (utility, retail supplier and/or gas charges) and billing history.

1.3.End User” shall mean any person, organization, or business entity that is a customer of Green Places. 

1.4.Platform Services” or “Services” shall mean web-based applications, application programming interfaces, and other services, tools and technology provided to access Connected Account Data.  

1.5. “Service Provider” means Arcadia Power Inc., the entity used by Green Places to support its offering. 

1.6.Utility Endpoint Data” shall mean third party data as may be made available to End Users under this Agreement, including tariff and utility data, such as utility financial and operational data, services areas, baseline areas (territories), services offered, tariff rate plans, incentives, and rebates, definitions of seasons, calendars and times of use; definitions of billing demand formulas and other quantities; typical usage and cost profiles; and typical building usage and cost.

2. Access and Use.

2.1. Usage Restrictions.  End User will not (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Platform Services are compiled or interpreted; (ii) modify the Platform Services, or create or offer any derivative product from any of the foregoing; or (iii) assign, sublicense, sell, resell, lease, rent or otherwise make available, or pledge as security or otherwise encumber the Platform Services; (iv) sell or rent Utility Endpoint Data to marketers or any other third party; (v) access or use the Platform Services for any unlawful purpose; (vi) use, disclose, or otherwise process any “personal data” other than in compliance with laws applicable to processing of such data; (vii) access or use the Platform Services for competitive evaluation, spying, creating a substitute or similar services to any of the Platform Services; (viii) scan or test (manually or in an automated fashion) the vulnerability of any infrastructure.  

2.2. The Services may be interrupted from time to time on a regularly scheduled basis or otherwise, with or without notice, in order to perform necessary maintenance. End User agrees that Green Places and any Service Provider will not be liable for any interruption of the Services, or from any delay or failure to perform for any reason. End User acknowledges that the Services may also be interrupted for reasons beyond the control of Green Places or Service Provider, and Green Places or Service Provider cannot make any assurances that End User will be able to use the Services whenever it desires to do so.

3. Data

3.1. Utility Endpoint Data.  For Platform Services including the collection and processing of utility data (“Utility Endpoint Data”) from entities such as electric, gas, and other utility providers (“Providers”) and its delivery as a data feed, End User acknowledges and agrees that the ability of Service Provider to provide Utility Endpoint Data is predicated on the Provider having a website with bill data that is accessible using normal web traversal methods.  The parties understand and agree that from time to time Providers make changes to their billing systems, web sites, and direct feed systems, and Green Places will make commercially reasonable efforts to provide data to End User that is updated and accurate at all times.  Notwithstanding the foregoing, Service Provider shall not be obligated to provide Utility Endpoint Data for any Provider that does not have such a website, or to provide Utility Endpoint Data for a given Provider if such Utility Endpoint Data is or becomes unavailable on the Provider’s website. 

3.2. Communication with End Users. As part of the provision of the Services, Service Provider may need to communicate with End Users from time-to-time including for purposes of securing user consents.  

4. End User Obligations.

4.1. Connected Account Data.  End Users shall be responsible for all changes to and/or deletions of Connected Account Data and the security of all passwords required in order to access the Services. Green Places and Service Provider are authorized to use End User’s credentials to access its utility account information and use the utility information in connection with End User’s use of Green Places’ services and to utilize the information for any purpose permitted by law. In addition, End User represents and warrants that it has obtained all applicable consents required under applicable law for its use of the Services. End User shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Connected Account Data.