GlacierGrid, Inc. Terms and Conditions of Service

Term dates: October 1, 2023 - Present
 
The attached Terms and Conditions of Service describe the terms and conditions under which GlacierGrid Inc. (”GlacierGrid") agrees to provide Client the services as described herein.  Any contract for services executed by both parties shall be governed by the Terms and Conditions attached hereto unless otherwise agreed to by the parties in writing.  The Terms and Conditions set forth the entire understanding of the parties with respect to the subject matter described herein and constitute the entire agreement (“Agreement”) between the parties.  By accepting these Terms and Conditions, the parties agree to be bound by the terms and conditions of this Agreement.

Terms and Conditions

1. Services

1.1

Subject to the terms and conditions of this Agreement, GlacierGrid will use commercially reasonable efforts to provide the Client access to GlacierGrid’s Internet-based software platform (the “GlacierGrid System”) and to perform the services specified in the relevant Statement of Engagement (the “Services”), for the term set forth in the Statement of Engagement.  The Client understands that GlacierGrid’s performance is dependent in part on the Client’s actions and cooperation.  Accordingly, the Client will use commercially reasonable efforts to provide GlacierGrid with the necessary items and assistance specified in the relevant Statement of Engagement in a timely manner.  Any dates or time periods relevant to performance by GlacierGrid hereunder shall be appropriately and equitably extended to account for any delays due solely to the Client.  


1.2

The Client may use its administrative credentials to create standard user accounts for its authorized employees, contractors, and clients who are bound by obligations and restrictions consistent with this Agreement (“Authorized Users”) to access the GlacierGrid System solely in connection with the Services (“User Subscriptions”).  The Client shall be responsible for any non-compliance by its employees, contractors, and clients.  User Subscriptions are for designated users only and cannot be shared or used by more than one user.

2. Restrictions and Responsibilities

2.1

The Client will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or GlacierGrid System; (b) modify, translate, or create derivative works based on the Services or GlacierGrid System; (c) use the GlacierGrid System for the benefit of a third party (except to the extent expressly permitted by GlacierGrid or authorized within the Services); (d) use the GlacierGrid System in any manner that interferes with or disrupts the integrity or performance of the GlacierGrid System or any components thereof; or (e) modify, adapt or hack the GlacierGrid System, or otherwise attempt to gain unauthorized access to the GlacierGrid System or the related systems or networks thereof.

2.2

The Client represents, covenants, and warrants that it will use the Services and GlacierGrid System only in compliance with this Agreement and all applicable laws and regulations. Although GlacierGrid has no obligation to monitor the use of the Services, GlacierGrid may do so and may prohibit any use of the Services or GlacierGrid System it believes may be in violation of the foregoing. 
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2.3

The Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the GlacierGrid System, including, without limitation, mobile and tablet devices, hardware, servers, software, operating systems, networking, web servers and internet service (collectively, “Equipment”). The Client shall also be responsible for maintaining the security of the Equipment, as well as the usernames and passwords for the administrative account for the Client and its Authorized Users.

3. Compensation; Billing Procedures

Subject to the terms of this Agreement, the Client will pay GlacierGrid in accordance with the relevant Statement of Engagement. Unless otherwise set forth in the applicable Statement of Engagement, all payments shall be due within 30 days of the Client’s receipt of the applicable invoice. Late payments will (i) bear interest at the rate of 1.5% per month, or, if lower, the maximum rate allowed by law, and (ii) entitle GlacierGrid to suspend performance of the Services immediately until any outstanding amounts are paid. GlacierGrid reserves the right to issue an actionable request for payment up to twenty-four (24) months from the time in which the applicable Statement of Engagement is signed. GlacierGrid will prorate the Client’s invoice based on the final bill of materials for what is installed.

4. Confidential Information

4.1

Each party shall keep confidential and not disclose to any third party or use (except as contemplated by this Agreement), any non-public information obtained from the other party that is marked or otherwise designated confidential (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that: (i) is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto, (iii) is or has been independently developed by such party, without use or reference to the other party’s confidential information, or (iv) must be used or disclosed under court order or applicable law, provided such use or disclosure is to the minimum extent required by such court order or applicable law. The Client also agrees not to disclose the terms of this Agreement to any third party.

5. Term/Termination

5.1

This Agreement shall commence on the Effective Date and continue thereafter until the expiration of all outstanding Statements of Engagement, unless terminated earlier as described in this Section.

5.2

If either party materially breaches this Agreement, the other party may terminate this Agreement by giving the breaching party thirty (30) days’ written notice of such breach, unless the breach is cured within the notice period. Either party also may terminate this Agreement at any time, with or without cause, upon 60 days’ notice. Any such termination may be limited to one or more Statements of Engagement, in which case, the consequences of termination will be limited to the subject matter of those Statements of Engagement. Upon termination of this Agreement for any reason, each party shall return to the other party or destroy any Confidential Information obtained from the other party. Sections 2 through 8 shall survive any termination or expiration of this Agreement. Within thirty (30) days of the termination of this Agreement, Client agrees to pay GlacierGrid all amounts due or accrued as of the date of such termination in accordance with the applicable Statement of Engagement.

6. Warranty and Disclaimer

6.1

GlacierGrid represents and warrants that: (a) it shall perform the Services in a professional and workmanlike manner using employees or contractors of GlacierGrid having a level of skill commensurate with the requirements of this Agreement and in accordance with all applicable laws; and (b) it has all rights necessary to perform its obligations under this Agreement and that this Agreement does not conflict with any obligation GlacierGrid has to any third party.

6.2

EXCEPT AS SET FORTH IN THIS SECTION, THE SERVICES AND GLACIERGRID SYSTEM ARE PROVIDED “AS IS” AND GLACIERGRID DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, GLACIERGRID DOES NOT WARRANT THAT THE SERVICES OR GLACIERGRID SYSTEM ARE ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.

7. License and Ownership Rights

7.1

The Client shall retain ownership of all right, title and interest in and to any of its content, trademarks, software, information and other intellectual property (“Client IP”) provided by it to GlacierGrid in connection with the Services. Client hereby grants GlacierGrid a paid up license to use and exercise all Client IP solely in connection with GlacierGrid’s performance of the Services on a non-exclusive, royalty-free, perpetual, AS IS basis, in exchange for the consideration established in the applicable Statement of Engagement. To the extent the Client develops or provides any suggestions or feedback regarding the Services (“Feedback”), the Client grants to GlacierGrid a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license to copy, use, modify and exploit such Feedback.

7.2

GlacierGrid shall retain sole and exclusive ownership of all right, title and interest in and to its Services, GlacierGrid System, and software, technology and other intellectual property (“GlacierGrid IP”), as well as all other technology or intellectual property arising in connection with the Services.

8. General

8.1

Publicity. Neither party shall issue a press release or other public statement regarding the relationship of the parties or this Agreement without the prior written consent of the other party.

8.2

Relationship of Parties. For all purposes under this Agreement each party shall be and act as an independent entity and shall not bind nor attempt to bind the other to any contract. GlacierGrid will be solely responsible for its income taxes in connection with this Agreement and the Client will be responsible for sales, use and similar taxes, if any.  

8.3

Excusable Delay. Neither party shall be liable to the other for any delay or failure to perform, which is directly due to causes beyond the reasonable control of such party, including, but not limited to, acts of God, acts of the public enemy, acts of any governmental authority in its sovereign capacity, fires, floods, power outages, hurricanes, and strikes or other labor disputes by other than its own employees; provided, however, that failure to make any payments provided for herein shall not be excused for any of the foregoing reasons.

8.4

Governing Law; Attorney’s Fees. This Agreement and any dispute arising hereunder shall be governed exclusively by the laws of the State of California, without regard to the conflicts of law provisions thereof.

8.5

Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO EVENT WILL GLACIERGRID BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (III) ANY AMOUNT IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO GLACIERGRID UNDER THIS AGREEMENT, OR (IV) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES, IN EACH CASE, WHETHER OR NOT GLACIERGRID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GLACIERGRID’S AGGREGATE MAXIMUM LIABILITY IN CONNECTION WITH THIS AGREEMENT, FOR ALL CLAIMS CUMULATIVELY, SHALL NOT EXCEED THE AMOUNTS PAID TO GLACIERGRID BY THE CLIENT IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

8.6

Miscellaneous. Neither party shall have the right to assign this Agreement to another party, except that GlacierGrid may assign its rights and obligations without consent to a successor in connection with a merger or a sale of substantially all its relevant assets or business. The Terms and Conditions of this Agreement shall take precedence over and shall govern over any inconsistent or conflicting terms in the Statement of Engagement (even if signed), unless and solely to the extent that the parties expressly state in such Statement of Engagement that they intend to override the Terms and Conditions. No waiver, change, or modification to this Agreement will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by first class US mail, confirmed facsimile or major overnight delivery courier service to the address specified on the cover sheet or such other address as may be properly specified by written notice hereunder. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.


8.7

Insurance. Client is not responsible for any fringe benefits or insurance, including, but not limited to, social security, workers’ compensation, state unemployment, federal and state income tax withholdings, retirement, leave benefits, general liability, automobile, and professional liability, for GlacierGrid or employees of GlacierGrid. GlacierGrid assumes full responsibility for the provision of all such insurances and fringe benefits for itself and its employees.

8.8

Indemnification. The Client agrees to indemnify and hold harmless GlacierGrid against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Client’s use of the Services or GlacierGrid System.

Service Level Agreement (SLA)

Subscription Services Availability

The Subscription Services will be available 24 hours per day, 7 days per week, excluding any scheduled maintenance as described below.

Category 1 – Scheduled Maintenance

A weekly scheduled maintenance period may be scheduled every Sunday between 12AM Pacific Time to 8AM Pacific Time to perform system maintenance, backup, and upgrade functions for the Subscription Services. If scheduled maintenance is required outside of the weekly scheduled maintenance period described above, GlacierGrid will notify Client at least three (3) business days in advance.

Category 2 – Unscheduled Maintenance

Unscheduled maintenance may be required to resolve issues that are critical for Client and/or performance of the Subscription Services. GlacierGrid will use best efforts to notify Client via email at least six (6) hours prior to the unscheduled maintenance.

Scope of Maintenance and Repair

Any maintenance described in this Service Level Agreement is limited to Equipment as defined in the ENERGY OPTIMIZATION SERVICES ADDENDUM, installed by GlacierGrid as part of the hardware enabled Energy Monitoring System and Energy Optimization managed Services. GlacierGrid is not responsible for coordinating any service, maintenance, or repair of refrigeration or HVAC units (“Appliances”), and Client retains all responsibility related to maintaining the Appliances in ordinary working order.

Support

Response Time. GlacierGrid agrees to provide first response on the timelines outlined below. Failure to respond will result in client credit for any days of subscription after the agreed upon time in which Services were not functioning properly.

Replacement of Equipment. If all requests by GlacierGrid to the client have been exhausted to make the existing equipment operational, and GlacierGrid deems replacement the necessary next step, GlacierGrid agrees to ship replacement hardware to client within a reasonable amount of time.

Reimbursement. GlacierGrid will make all attempts to be onsite within a reasonable amount of time to install new hardware. However, in the event that GlacierGrid cannot be onsite within a reasonable amount of time, GlacierGrid agrees to credit the customer for the amount paid out of pocket by customer Client for third party installation of replacement hardware, provided that GlacierGrid provides prior written consent of such amount.

Support Services Availability

GlacierGrid will use best efforts to provide prompt and effective Client support service under the follow tiers:

• Tier 1: Login issues, general questions about GlacierGrid managed services, instructions related to use and best practices surrounding GlacierGrid technology, setup and configuration of GlacierGrid technology.
  3 - 5 business days.

• Tier 2: Development team assistance, software issues and bug fixes.
  5 - 60 business days

• Tier 3: On-site technician assistance, physical hardware damage or replacement.
  15 - 30 business days

• Tier 4: Feature Requests.
  No timeline.

GLACIERGRID INC.

ENERGY MONITORING SYSTEM AND ENERGY OPTIMIZATION SERVICES ADDENDUM

This Addendum to the GlacierGrid Inc. Terms and Conditions of Service (“Addendum”) describes the terms and conditions under which GlacierGrid Inc. (“GlacierGrid”) agrees to provide the Client access to the Energy Monitoring System and to perform the Energy Optimization Services described herein. Unless otherwise stated herein, this Addendum is in addition to and does not supersede the GlacierGrid Inc. Terms and Conditions of Service (“Terms and Conditions” and together with the Addendum, the “Agreement”). By entering into a Statement of Engagement that refers to this Addendum or otherwise using the Energy Monitoring System or Energy Optimization Services, Client agrees to be bound by this Addendum. All references in the Terms and Conditions to “Agreement” shall be deemed to be a reference to the Terms and Conditions, as amended by this Addendum. In the event of a conflict between the terms of this Addendum and the terms of the Terms and Conditions, the terms of this Addendum will prevail solely with respect to the Energy Monitoring System and the Energy Optimization Services.

Definitions.

All capitalized terms used in this Addendum but not defined herein will have the meaning ascribed to them in the Terms and Conditions.

Energy Monitoring System and Energy Optimization Services. 

Subject to the terms and conditions of this Agreement, GlacierGrid will use commercially reasonable efforts to provide Client access to GlacierGrid’s Internet-based software platform for energy monitoring (the “Energy Monitoring System”) and to perform the energy optimization services specified in the relevant Statement of Engagement (the “Energy Optimization Services”), with respect to the location(s) identified in the Statement of Engagement (“Location”) and for the Term, in accordance with the Service Level Agreement attached to the Terms and Conditions. Unless otherwise stated herein, (i) all references to the “GlacierGrid System” in the Terms and Conditions shall be deemed to include the Energy Monitoring System, and (ii) all references to “Services” in the Terms and Conditions shall be deemed to include the Energy Optimization Services.

Prior to execution of the Statement of Engagement, Client will promptly provide to GlacierGrid, in writing or through other electronic means as dictated by GlacierGrid, all information necessary to specifically identify each HVAC unit and/or refrigeration unit for which GlacierGrid will provide the Energy Optimization Services (each such unit, an “Appliance), including without limitation, the make, model, and serial number of each appliance. Submission of this information, without limitation, may include the prompt completion of a site survey, as deemed necessary by GlacierGrid prior to the execution of the Statement of Engagement.

GlacierGrid or its designee will perform (i) an initial evaluation of each Appliance prior to the installation of any Equipment necessary for the provision of the applicable Energy Optimization Services, and (ii) a post-installation evaluation following the installation of such Equipment. Client agrees that GlacierGrid (and its designee, as applicable) will not liable for any damage (or claims thereof) arising from the installation of any Equipment with any Appliance as long as performance of such Appliance is the same prior to, and following the installation of the applicable Equipment. Client further acknowledges that the Energy Optimization Services provided by GlacierGrid relating to any Appliances are consistent with routine equipment functions and operations of the same or similar appliances (e.g., refrigeration units and HVAC units consistently cycle as a part of normal operation), and Client agrees that GlacierGrid will not be liable for any equipment failure of any Appliance during the Term of the Agreement.

GlacierGrid uses an industry-standard protocol for determining energy efficiency (e.g., the International Performance Measurement and Verification Protocol (IPMVP) - Option C, which is recommended by the U.S. Department of Energy), to predict the energy costs a Location would have incurred without the Energy Optimization Services, and determine the energy costs savings generated through Client’s use of the Energy Optimization Services. If the Initial Term (as defined below) for the Statement of Engagement is for a period of one (1) year or longer, then, subject to Section 4.4 of this Addendum, Section 7.3 of this Addendum, and any events or circumstances outside of GlacierGrid’s sole and direct control, GlacierGrid guarantees that Client will realize average annualized energy cost savings aggregated across Location(s) in each calendar year of the Term of such Statement of Engagement of not less than the savings guarantee in the Statement of Engagement of the expected energy costs at the Location(s) without any Energy Optimization Services, as determined solely by GlacierGrid (such guarantee, the “Savings Guarantee”). Location(s) with less than 0.7 R2 value are not included in this average for the sake of this calculation. For any annual billing cycle during the Term of any Statement of Engagement under which the Savings Guarantee applies, if the average energy cost savings at the Location(s) is less than the savings guarantee in the Statement of Engagement of the expected energy cost savings at such Location(s), a credit will be applied to the Client’s subscription fees for the following year. If the credit amount owed in any annual billing cycle exceeds the subscription fees due for the following annual billing cycle, then the balance shall be credited against the next subsequent annual billing cycle.

The Energy Optimization Services will be performed in a manner that ensures that such Services do not interfere with the operation of the Appliances as designed and manufactured (including, with respect to refrigeration units, to maintain consumable food products in accordance with any established food safety guidelines issued by any governmental authority).

Equipment.

The following terms apply if the Statement of Engagement includes equipment installed by GlacierGrid to Client as part of the hardware enabled Energy Monitoring System and Energy Optimization Services:

GlacierGrid will provide to Client certain Hardware and Equipment identified in the Statement of Engagement (“Equipment”), for the sole purpose of allowing Client to use the Energy Optimization Services at the Location, during the Term, in accordance with the terms and conditions of this Agreement. Customer agrees that all such Equipment is and shall remain GlacierGrid’s property, and this Agreement does not convey to Client any ownership rights in the Equipment. Client understands, acknowledges and agrees that the Equipment (i) may have previously been used by other customers ofGlacierGrid and that therefore, the Equipment may not be new and unused, and (ii) may be modified, upgraded, or updated by GlacierGrid at any time during the Term, at GlacierGrid’s sole discretion, subject to the provision of prior written notice by GlacierGrid.

Unless otherwise set forth in the Statement of Engagement or agreed in writing by the parties, GlacierGrid or its designee will be responsible for installing the Equipment at the Location. Client will (i) provide adequate access to the Location to GlacierGrid or its designee, and space for the Equipment to be installed; (ii) provide the requisite connections for the Equipment, including, but not limited to, power; and (iii) cooperate fully with GlacierGrid or its designee during installation.

During the Term, Client will: (i) not sublease, rent, sell, assign, convey or transfer the Equipment; (ii) not modify the Equipment, or add, affix, attach any accessories, parts, or replacements to the Equipment without the express prior written consent of GlacierGrid; (iii) use commercially reasonable efforts to prevent any acts of vandalism or negligent abuse to the Equipment; (iv) not remove the Equipment from its place of installation without GlacierGrid’s prior written consent, which shall not be unreasonably withheld; and (v) keep the Equipment in good condition and working order, and promptly provide GlacierGrid with written notice of any loss or damage to the Equipment, or any other malfunction in the Equipment.

From the date GlacierGrid delivers and installs the Equipment to Client, Client assumes and shall bear the entire risk of loss for theft, damage, destruction or other injury to the Equipment from any and every cause whatsoever. NO SUCH LOSS OR DAMAGE SHALL IMPAIR ANY OBLIGATION OF CLIENT UNDER THIS AGREEMENT WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.

In the event of any theft, damage, destruction or other injury to the Equipment, Client must promptly inform GlacierGrid thereof, and GlacierGrid shall arrange for the repair or replacement, and re-installation of such Equipment. The fees for any repair, replacement and/or re-installation of any Equipment will be calculated by GlacierGrid based on the MSRP of the Equipment and any repair/installation services costs incurred by GlacierGrid (collectively, such fees, the “Repair Fees”). GlacierGrid shall charge Client for all Repair Fees associated with any lost, stolen, damaged, destroyed or otherwise impaired Equipment, and Client shall be responsible for payment of all such Repair Fees.

Upon termination or expiration of the Statement of Engagement, Client will return the Equipment to GlacierGrid in accordance with GlacierGrid’s instructions, within ten (10) days after any such termination or expiration (unless the parties otherwise agree in writing). Client will be responsible for all costs associated with the return of the Equipment, including without limitation the costs for any pre-paid shipping labels and packaging materials that may be provided by GlacierGrid to Client for any such return. 

Without limiting the foregoing, upon either: (i) termination of the Agreement or Statement of Engagement by GlacierGrid for breach, or (ii) if Client moves the Equipment from its specified Location without prior approval from GlacierGrid, GlacierGrid may, without notice to Client, repossess the Equipment wherever found, with or without legal process, and for this purpose GlacierGrid and/or its agents may enter upon any premises of or under the control or jurisdiction of Client or any agent of Client, without liability for suit, action or other proceeding by Client (any damages occasioned by such repossession being hereby expressly waived by Client) and remove the Equipment therefrom; Client further agrees to assemble (or disassemble, as applicable) the Equipment on demand, and to make it available to GlacierGrid at a place to be designated by GlacierGrid.

Demand Response Services for GlacierGrid Controlled Equipment.

The following terms apply if the Energy Optimization Services to be performed pursuant to the Statement of Engagement include demand response services:

If the Energy Optimization Services to be performed pursuant to the Statement of Engagement include demand response services, then upon execution of the Statement of Engagement, (i) if the Location is eligible to participate in a demand response program in the geography and jurisdiction where the Location is situated, Client must enroll the Location in such a demand response program, and (ii) Client will grant and provide to GlacierGrid (and GlacierGrid’s third party service providers, as applicable) all authorizations necessary for the provision of such Services, which may include a completed and signed demand response provider authorization form (e.g., for Location(s) in California, a completed and signed Customer Information Service Request-Demand Response Provider form) or other letter of authorization for each utility or grid operator for which demand response services will be performed; provided that, to the extent permitted under applicable law, regulations or rules, such authorizations will be provided electronically. Following Client’s successful enrollment therein, GlacierGrid will manage Client’s participation in such demand response program, and any capacity payment revenues earned or generated in connection with such participation shall belong to GlacierGrid.

Compensation.

Subject to the terms of this Agreement, the Client will pay GlacierGrid in accordance with the relevant Statement of Engagement..
 

Client Data.

Client hereby grants GlacierGrid a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Client Data, including, for the purpose of hosting, operating, improving and providing the Energy Monitoring System and Energy Optimization Services and GlacierGrid’s other related products, services and technologies during the Term. “Client Data” means all information, data (including, without limitation utility meter data, temperature data, and perhaps operations and energy consumption data at the equipment level), content and other materials, in any form or medium, that is submitted, collected, transmitted or otherwise provided by or on behalf of Client through the Energy Monitoring System or to GlacierGrid in connection with Client’s use of the Energy Monitoring System and Energy Optimization Services.

Term and Termination. 

The initial term of each Statement of Engagement for the Energy Monitoring System and Energy Optimization Services begins on the date of last execution of the Statement of Engagement and expires at the end of the Initial Term specified in the relevant Statement of Engagement (the “Initial Term”). Following the Initial Term, each Statement of Engagement will automatically renew for additional periods of one (1) year (or, if otherwise specified in the Statement of Engagement, the renewal period(s) specified in the Statement of Engagement) each (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either party provides written notice of non-renewal at least thirty (30) days before the end of then-current Term.

Notwithstanding Section 5.2 of the Terms and Conditions, if Client terminates the Agreement for convenience with respect to any Statement of Engagement under which Client is provided access to the Energy Monitoring System and/or any Energy Optimization Services, in addition to all payments required under such Statement of Engagement, Client shall be responsible for any and all early termination fees and penalties imposed by any third service providers (including, without limitation, utility providers and/or GlacierGrid’s service providers, as applicable) arising from such termination, as well as de-installation fees associated with removal and return of the Equipment under Section 3.6.

Notwithstanding anything to the contrary in the Agreement, any termination of the Agreement (or any Statement of Engagement(s)) by the Client for convenience pursuant to Section 5.2 of the Terms and Conditions will automatically result in a Savings Forfeit with respect to each applicable Statement of Engagement(s).

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