DSGS PARTICIPANT TERMS AND CONDITIONS

Effective Date: July 26, 2024

Last Revised On: July 26, 2024

Last Reviewed On: July 26, 2024

These Terms and Conditions (the “Terms and Conditions”) apply to participants in the California Energy Commission’s (“CEC”) Demand Side Grid Support Program, Incentive Option 3 (“DSGS Program”) and are between you and Palmetto Solar, LLC, DBA LightReach (“Partner”) (together, the “Parties”). Your participation in the DSGS Program is managed by Lunar Energy, Inc. (“DSGS Provider”). DSGS Provider will operate your Battery System (defined below) in accordance with the DSGS Program. As a participant in the DSGS Program, you acknowledge and agree that your use of your Battery System and your participation in the DSGS Program are subject to these Terms and Conditions.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY PARTICIPATING IN THE DSGS PROGRAM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR PARTICIPATION IN THE DSGS PROGRAM, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PARTNER’S PRIVACY POLICY (https://palmetto.com/legal/privacy-policy) AND DSGS PROVIDER’S PRIVACY POLICY (https://www.lunarenergy.com/privacy-policy) (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to participate in the DSGS Program. YOUR PARTICIPATION IN THE DSGS PROGRAM, AND PARTNER’S AND DSGS PROVIDER’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PARTNER AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section M of the Terms and Conditions, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND PARTNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

A. Eligibility Requirements

To participate in the DSGS Program, you must meet the following eligibility requirements. You hereby represent and warrant that:

  1. To the best of your knowledge, you meet the eligibility requirements of the Demand Side Grid Support (DSGS) Program Guidelines (“DSGS Guidelines”) (currently available at https://www.energy.ca.gov/publications/2024/demand-side-grid-support-dsgs-program-guidelines-third-edition); in particular:
  2. a. You are not participating in a CAISO Proxy Demand Resource or Reliability Demand Response Resource, unless your customer energy baseline reflects total gross consumption (that is, consumption independent of any energy produced or consumed by behind-the-meter battery storage) consistent with California ISO tariff Section 4.13.4      (currently available under “CAISO eTariff” at: http://www.caiso.com/rules/Pages/Regulatory/eTariff.aspx);
  3. b. The battery system at your home (“Battery System”) is not enrolled in the Emergency Load Reduction Program or the Base Interruptible Program; and
  4. c. Your Battery System is not receiving payment or accounting for the same reduction in use of electricity, including energy export, through any other utility, CCA, or state program.
  5. You have provided to Partner the following information and such information remains accurate and complete: utility account holder’s name, utility account number/service agreement ID, utility account service address, contact person name, email address, phone number, and your load serving entity (i.e., utility or community choice aggregator).
  6. Your Battery System is connected to an active Wi-Fi network at your account service address.

B. End-User Agreement and Authorization

You agree to participate in the DSGS Program during the term of the DSGS Program as it may be extended, unless earlier terminated or until you opt out in accordance with these Terms and Conditions (the “Term”). 

You acknowledge and agree that during the Term:

  1. Ongoing Compliance with Eligibility Requirements. You will continue to meet the Eligibility Requirements set forth in Section A(1) above. 
  2. Battery System Access and Control. You authorize the DSGS Provider to access the controlling interface provided by your Battery System’s manufacturer and/or provider in order to remotely control your Battery System in accordance with the DSGS Guidelines. For example, during a DSGS Program event, DSGS Provider may cause your Battery System to discharge.
  3. Use of Battery System and site electric load data. You authorize DSGS Provider and Partner to access and use your Battery System and site electric load data for the purpose of your participation in the DSGS Program, and as otherwise described in DSGS Provider’s and Partner’s respective Privacy Policies.
  4. Access to Personal Information. You authorize DSGS Provider and Partner to request and access your personal information related to the Battery System, including data on energy storage and usage (“Data”), and to use and disclose such Data as reasonably necessary to facilitate your participation in the DSGS Program and comply with DSGS Program requirements, and as otherwise described in DSGS Provider’s and Partner’s respective Privacy Policies.
  5. Compliance with DSGS Program and DSGS Program Performance. You authorize CEC to access and use your Data and contact you to verify compliance with the DSGS Program and DSGS Program performance.
  6. Compliance with Applicable Laws. You agree to comply with all applicable laws and the DSGS Program requirements (currently available at: https://www.energy.ca.gov/publications/2023/demand-side-grid-support-dsgs-program-guidelines-second-edition).
  7. Self-Generation Incentive Program Incentives. If claiming a baseline of zero (refer to Chapter 5, Section E of the DSGS Guidelines (available at: https://www.energy.ca.gov/publications/2023/demand-side-grid-support-dsgs-program-guidelines-second-edition), the permission to operate date for your Battery System is on or after July 1, 2023, and you have not received and will not apply for self-generation incentive program (SGIP) incentives.
  8. Information is Accurate and Complete. The information referenced in Section A(2) and any information you submit to Partner pursuant to these Terms for the purpose of participating in the DSGS Program is accurate and complete.

C. Program Availability

You acknowledge and agree to the following with respect to the DSGS Provider’s control over the discharge of your Battery System:

  1. DSGS Program discharge events may start no earlier than 4:00pm (PT) and end no later than 9:00 pm (PT), seven (7) days per week between May 1 and October 31 of a given year.
  2. There will be no more than thirty five (35), and no less than one (1), DSGS Program discharge events between May 1 and October 31 of a given year. If the DSGS Program discharge events called in a month bring the total DSGS Program discharge events for your Battery System to more than thirty five (35) DSGS Program discharge events for that year, the DSGS Program discharge events in that month with the highest performance shall be used to determine your Battery System‘s demonstrated capacity. You are not required to participate in more than thirty five (35) DSGS Program discharge events between May 1 and October 31 of a given year.
  3. You authorize DSGS Provider to manage the charging and discharging of your Battery System throughout the day in a manner that increases the likelihood of having sufficient energy available for a two (2) hour discharge event between 4pm and 9pm (PT).
  4. Each discharge of your Battery System will last no longer than two (2) hours and your Battery System will not be discharged to a state of charge less than 20%.
  5. A DSGS Program discharge event will not occur, and your Battery System will not be discharged with respect to a DSGS Program discharge event, during a power outage.

D. Incentives

  1. You acknowledge that DSGS Provider and/or Partner may receive all incentive payments that are attributable to the DSGS Program. All incentive payments will be the sole property of and transferable by DSGS Provider and/or Partner.
  2. In exchange for your participation in the DSGS Program, you may or may not receive a payment from Partner which shall be governed by a separate agreement to be entered into by the Parties.

E. Audits

You agree to keep separate, complete, and correct accounting of the costs involved in participating in the DSGS Program, as applicable, and comply with the CEC’s audit requirements as set forth in the DSGS Guidelines.

F. Records Retention

You agree to retain all records required to be submitted to the CEC pursuant to the Program Guidelines for a period of five years after the date the project receives its final incentive payment from the CEC, as notified to you by Partner.

G. Nondiscrimination Statement of Compliance

While participating in the DSGS Program, the Parties will not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of any of the following: sex, sexual orientation, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition, age, genetic information, gender, gender identity, gender expression, military and veterans status, marital status or denial of family care leave. The Parties will ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Parties shall comply with the provisions of the Fair Employment and Housing Act (Government Code Sections 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.). The Parties will give written notice of their obligations under this section to labor organizations with which they have a collective bargaining or other agreement.

H. End-User Opt-Out

You may opt-out of these Terms and Conditions at any time by providing Partner with written notice by email at help@GoLightReach.com. Such End-User opt-out will become effective within six (6) Business Days of Partner’s receipt of End-User’s opt-out notice (“Opt-Out Effective Date”). These Terms and Conditions will terminate on the Opt-Out Effective Date, unless otherwise stated in these Terms and Conditions.  

I. Termination

You agree that DSGS Provider or Partner may suspend or terminate your participation in the DSGS Program at any time and without prior notice, for any reason or no reason, including if Partner believes you have breached any provision of these Terms and Conditions. 

J. Feedback

We always appreciate receiving feedback on our products and services. If you provide us with any ideas, proposals, suggestions or other materials relating to these Terms and Conditions, (“Feedback”), Partner or DSGS Provider may use such Feedback in any manner for any purpose without restriction or compensation, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous and unsolicited, and does not place Partner or DSGS Provider under any fiduciary or other obligation. By submitting Feedback, you represent and warrant that you have all necessary rights in and to such Feedback, to provide such Feedback and all information it contains, and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information or material.

K. DISCLAIMER OF WARRANTIES

PARTNER AND DSGS PROVIDER ARE NOT PROVIDING ANY WARRANTIES RELATING TO THE DSGS PROGRAM OR THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS AND ALL INFORMATION AND CONTENT MADE AVAILABLE TO YOU ARE MADE AVAILABLE “AS IS” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. EACH OF PARTNER AND DSGS PROVIDER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE DSGS PROGRAM AND THESE TERMS AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, IS MADE REGARDING ACCURACY, ADEQUACY, COMPLETENESS, LEGALITY, RELIABILITY OR USEFULNESS OF ANY INFORMATION OR CONTENT RELATING TO THE ACTIVITIES PERFORMED IN CONNECTION WITH THE DSGS PROGRAM AND THESE TERMS AND CONDITIONS. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS AND CONDITIONS) ARE MADE ON BEHALF OF PARTNER, DSGS PROVIDER, THEIR AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS AND SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, AS WELL AS EACH OF THEIR LICENSORS, SUPPLIERS AND SERVICE PROVIDERS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER PARTNER NOR DSGS PROVIDER IS IN THE BUSINESS OF PROVIDING ELECTRICITY OR OTHER UTILITY SERVICES AND IS NOT RESPONSIBLE FOR YOUR ELECTRIC OR OTHER UTILITY SERVICES. 

L. LIMITATION OF LIABILITY

PARTNER, DSGS PROVIDER AND THEIR AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE DSGS PROGRAM OR THESE TERMS AND CONDITIONS OR FOR ANY DAMAGES FOR LOST PROFITS, LOSS OF USE OF THE SERVICES, LOSS OF DATA, LOSS OF PRIVACY OR SECURITY, LOSS OF OTHER INTANGIBLES, OR UNAUTHORIZED ACCESS TO OR USE OF YOUR DATA OR USER CONTENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND EVEN IF PARTNER OR DSGS PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, PARTNER AND DSGS PROVIDER WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE YOUR BATTERY SYSTEM. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THESE TERMS AND CONDITIONS IS TO OPT OUT. THE MAXIMUM AGGREGATE LIABILITY OF EACH OF PARTNER AND DSGS PROVIDER ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE DSGS PROGRAM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO PARTNER OR DSGS PROVIDER IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR $100.00, WHICHEVER IS GREATER. ALL DISCLAIMERS, LIMITATIONS, OR EXCLUSIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF PARTNER’S AND DSGS PROVIDER’S AFFILIATES AS WELL AS EACH AFFILIATE’S LICENSORS, SUPPLIERS AND SERVICE PROVIDERS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

M. Dispute Resolution and Arbitration     

  1. Generally. Except as described in Clause M.2 and Clause M.3, you and Partner agree that every dispute arising in connection with these Terms and Conditions or communications from Partner will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms and Conditions. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS AND CONDITIONS, YOU AND PARTNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

  1. Exceptions. Although Partner agrees to arbitrate most disputes between the Parties, nothing in these Terms and Conditions will be deemed to waive, preclude, or otherwise limit the right of either Party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
  2. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Clause M within thirty (30) days after the date that you agree to these Terms and Conditions by sending a letter to Palmetto Solar, LLC, DBA LightReach, Attention: Legal Department – Arbitration Opt-Out, 1616 Camden Rd #300, Charlotte, NC 28203 – that specifies: your full legal name, the email address and phone number associated with your account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Partner receives your Opt-Out Notice, this Clause M will be void and any action arising out of these Terms and Conditions will be resolved as set forth in Clause P. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
  3. Arbitrator. This arbitration agreement, and any arbitration between the Parties, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Partner.
  4. Commencing Arbitration. Before initiating arbitration, a Party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Partner’s address for notice is: Palmetto Solar, LLC, DBA LightReach, [Partner Postal Address]. The Notice of Arbitration must: (a) identify the name or account number of the Party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The Parties will make good faith efforts to resolve the claim directly, but if the Parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or Partner may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms and Conditions, Partner will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Partner has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
  5. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your DSGS-participating residence address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your DSGS-participating residence address. During the arbitration, the amount of any settlement offer made by you or Partner must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 
  6. Arbitration Relief. Except as provided in Section M.h, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Partner before an arbitrator was selected, Partner will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
  7. No Class Actions. YOU AND PARTNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Partner agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.  
  8. Modifications to this Arbitration Provision. If Partner makes any substantive change to this arbitration provision, you may reject the change by sending Partner written notice within thirty (30) days of the change to Partner’s address for Notice of Arbitration, in which case your account with Partner will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
  9. Enforceability. If Section M.8 or the entirety of this Section M is found to be unenforceable, or if Partner receives an Opt-Out Notice from you, then the entirety of this Section M will be null and void and, in that case, the exclusive jurisdiction and venue described in Clause P will govern any action arising out of or related to these Terms. 

N. Indemnity

Except to the extent prohibited under applicable law, you hereby release Partner, DSGS Provider and its affiliated entities and their respective directors, officers, employees, and representatives (collectively, the “Indemnitees”) from, and agree to defend, indemnify and hold harmless the Indemnitees from and against, all claims, damages, losses, costs and expenses (including attorneys’ fees) arising out of any violation of these Terms and Conditions by you. Each of Partner and DSGS Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with Partner’s or DSGS Provider’s defense of those claims. 

O. Third Party Beneficiary

Lunar Energy and CEC shall be deemed third party beneficiaries of these Terms and Conditions.

P. Enforcement and Governing Law

You acknowledge that CEC may take any action to enforce the CEC’s rights and DSGS Program requirements. These Terms and Conditions are governed by and construed under the laws of the State of California, without regard to its principles of conflicts of law. The Parties hereby submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California for resolution of any lawsuit or court proceeding permitted under these Terms and Conditions.

Q. Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding these Terms and Conditions or to receive further information regarding use of these Terms and Conditions.

R. No Support

Neither Partner nor DSGS Provider are under any obligation to provide support for the DSGS Program or in connection with these Terms and Conditions. In instances where Partner or DSGS Provider may offer support in their discretion, the support will be subject to published policies.

S. Modification

Partner may, from time to time, change these Terms and Conditions. Please check these Terms and Conditions periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective thirty (30) days after posting or notice to you of the revisions unless otherwise stated.  Partner may require that you accept modified Terms and Conditions in order to continue to participate in the DSGS Program.  If you do not agree to the modified Terms and Conditions, then you should discontinue your participating in the DSGS Program. Except as expressly permitted in this Clause S, these Terms and Conditions may be amended only by a written agreement signed by authorized representatives of the parties to these Terms and Conditions.

T. Miscellaneous

These Terms and Conditions do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Partner or DSGS Provider. These Terms and Conditions shall not be construed as creating third-party beneficiary rights in any person or entity, except as otherwise expressly provided herein. If any provision of these Terms and Conditions or portion of a provision is held to be unlawful, void or for any reason unenforceable, that provision (or portion of the provision), to the extent required, will be severed from these Terms and Conditions but such severance will not affect the validity and enforceability of the remaining provisions of these Terms and Conditions. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms and Conditions. Partner may subcontract, assign, transfer or sublicense any or all of our rights or our obligations under these Terms and Conditions without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. These Terms and Conditions and all other terms and conditions referenced herein constitute the entire agreement between you and Partner relating to the subject matter of these Terms and Conditions, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Partner relating to such subject matter. Your participation in the DSGS Program is subject to all additional terms, policies, rules, or guidelines applicable to the DSGS Program (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms and Conditions. Partner and DSGS Provider will not be responsible for any delay or failure to fulfill any obligation under these Terms and Conditions due to any cause beyond its control, including without limitation acts of God, acts of war, civil or military disturbances, terrorism, nuclear or natural catastrophes, earthquake, flood, pandemic or epidemic, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of Internet, communications or power grid infrastructure.

U. Survival

Sections B(2)(e) and J through R of these Terms and Conditions shall survive withdrawal of the Parties from the DSGS Program for any reason.