Nest® Promotional Offer General Terms and Conditions

Effective: April 1, 2015 to June 30, 2015 (or until supplies last)

GENERAL. This agreement sets forth the general terms and conditions (the “Terms and Conditions”) which apply to participation in Nest® Promotional Offer (the “Promotional Offer”) offered by Sunrun Inc. (“Sunrun”). The Promotional Offer shall only be valid during the Promotional Period. Valid dates of the Promotional Period are set forth in the Nest Offer Promotion Guidelines (the “Offer Program Guidelines”). In the event of a conflict between these Terms and Conditions and any Offer Program Guidelines, including but not limited to eligibility requirements such as residency in certain geographic locations, the terms of the Offer Program Guidelines shall apply.

Sunrun reserves the right to both change these Terms and Conditions from time to time and/or to terminate the Promotional Offer at any time and without prior notice. As such, Participants (defined below) should check these Terms and Conditions from time to time for changes. The failure by Sunrun to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision.

Participation in the Promotional Offer is considered acceptance of these Terms and Conditions and any applicable Offer Program Guidelines.

This Promotional Offer is not available in conjunction with any other offer from Sunrun.

GENERAL ELIGIBILITY REQUIREMENTS. To be eligible for the Promotional Offers, you must:

1. have personally received an invitation to participate in the Promotional Offer from a Sunrun Inc. sales representative; and
2. respond to the Promotional Offer within the Promotional Period (a “Participant”).

Additional eligibility requirements may apply as specified in the Nest Offer Program Guidelines. Sunrun reserves the right to modify, limit or restrict participation in the Promotional Offer to any person at any time for any reason and without notice. Participant eligibility shall be determined by Sunrun in its sole discretion. A Participant’s time of acceptance of the Promotional Offer will be determined by Sunrun in its sole discretion.

THE FOLLOWING INDIVIDUALS AND ENTITIES ARE NOT ELIGIBLE TO PARTICIPATE IN THIS PROMOTIONAL OFFER: SUNRUN AFFILIATES, INCLUDING, WITHOUT LIMITATION, SUBSIDIARIES, ADVERTISING AGENCIES, PROMOTION AGENCIES, FULFILLMENT AGENCIES, LEAD GENERATION AGENCIES, SUPPLIERS, DISTRIBUTORS, ATTORNEYS AND AGENTS OF SUNRUN, SUNRUN EMPLOYEES, ON-SITE CONTRACTORS ACTING IN AN EQUIVALENT CAPACITY TO EMPLOYEES, SHAREHOLDERS, OFFICERS, DIRECTORS, AND THE IMMEDIATE FAMILY MEMBERS OF AND THOSE LIVING IN THE SAME HOUSEHOLD AS SUCH INDIVIDUALS.

OFFER REWARD. The first 2,000 Participants who accepts the Promotional Offer and become a Sunrun customer who (i) signs a customer agreement with Sunrun (a “Customer Agreement”), (ii) receives a fully executed Customer Agreement, countersigned by Sunrun (“Sunrun Sign-Off”) and (iii) is current on his or her payments under his or her Customer Agreement will receive a Nest Learning Thermostat™ (limited to one per household) (the “Offer Reward”). The Offer Rewards is non-transferrable, not for resale and not redeemable for cash. Offer Rewards may be taxable, depending on the value of the item and the federal, state, and local tax laws applicable to the Participant.

Unless otherwise specified in the Offer Program Guidelines, the Participant shall receive the Offer Reward four (4) to eight (8) weeks after the date that design is complete and installation has begun on the Participant’s Sunrun photovoltaic system (“Solar Facility”), which shall be determined in Sunrun’s sole discretion and provided that the Participant has paid any upfront and deposit payments associated with the Solar Facility.

Participants are solely responsible for reporting the Offer Reward on their tax returns and paying any associated tax liability. If Sunrun’s delivery of an Offer Reward will require Sunrun to issue Participant a form 1099, Sunrun’s obligation to make the Offer Reward shall be conditioned upon receipt from the Participant of any required tax documentation necessary to issue the 1099.

DISCLAIMER AND LIMIT OF LIABILITY. SUNRUN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY OFFER REWARD OR ANY PARTICIPANT’S PARTICIPATION IN PROMOTIONAL OFFER INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ALL OFFER REWARDS ARE PROVIDED “AS-IS.”  NEITHER SUNRUN NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES (THE “SUNRUN PARTIES”) SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, COST, OR INJURY THAT ARISES FROM OR RELATES TO PARTICIPATION IN PROMOTIONAL OFFERS, OR USE OF ANY OFFER REWARD, INCLUDING BUT NOT LIMITED TO: (I) LATE, LOST, DELAYED, DAMAGED, MISDIRECTED, INCOMPLETE, OR UNINTELLIGIBLE ENTRIES; (II) TELEPHONE, ELECTRONIC, HARDWARE OR SOFTWARE PROGRAM, NETWORK, INTERNET, OR COMPUTER MALFUNCTIONS, FAILURES, VIRUSES OR DIFFICULTIES OF ANY KIND; (III) FAILED, INCOMPLETE, GARBLED, OR DELAYED COMPUTER TRANSMISSIONS; (IV) THE USE OR DOWNLOADING OF ANY SOFTWARE OR MATERIAL IN CONNECTION WITH THE PROMOTIONAL OFFERS; (V) TYPOGRAPHICAL OR OTHER ERROR IN THE PRINTING OF THE PROMOTIONAL OFFERS, ADMINISTRATION OF PROMOTIONAL OFFERS, OR IN THE ANNOUNCEMENT OF ANY OFFER REWARD; (VI) ANY OTHER CONDITION THAT MAY CAUSE PROMOTIONAL OFFER TO BE DISRUPTED OR CORRUPTED; AND (VII) ANY PERSONAL INJURY, DEATH, OR DAMAGE TO PROPERTY THAT MAY RESULT FROM RECEIPT OR USE OF A OFFER REWARD.

SUNRUN RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, TO SUSPEND OR CANCEL PROMOTIONAL OFFERS, ALTER THE RULES OR CANCEL OR SUBSTITUTE AN OFFER REWARDS FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, IF AT ANY TIME A COMPUTER VIRUS, TECHNICAL PROBLEM, OR OTHER UNFORESEEABLE OR UNCONTROLLABLE EVENT ALTERS OR CORRUPTS THE ADMINISTRATION OF THE PROMOTIONAL OFFERS, OR THE AWARDING OR USE OF ANY OFFER REWARD.

IN NO EVENT SHALL SUNRUN OR ANY SUNRUN PARTY BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY, THEREFORE, CERTAIN OF THE FOREGOING DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU. 

RELEASE. BY PARTICIPATING IN PROMOTIONAL OFFERS, EACH PARTICIPANT RELEASES AND AGREES TO HOLD HARMLESS SUNRUN AND ALL SUNRUN PARTIES  FROM ANY LIABILITY WHATSOEVER FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY, INFRINGEMENT OF PROPRIETARY RIGHTS, RIGHTS OF PUBLICITY OR PRIVACY OR DEFAMATION) ARISING OUT OF OR IN CONNECTION WITH: (I) ACCEPTING PROMOTIONAL OFFERS; (II) ACCEPTANCE OR USE OF ANY OFFER REWARD; AND (III) OTHERWISE ARISING OUT OF OR RELATING TO PROMOTIONAL OFFERS.

MISCELLANEOUS. Sunrun reserves the right to cancel the eligibility of any Participant who engages in any fraudulent activity or uses the Promotional Offer in a matter inconsistent with these Terms and Conditions, or applicable laws, statutes or ordinances. Sunrun is not responsible for any incorrect or inaccurate information supplied by Participants.

The Promotional Offer and these Terms and Conditions are void where any aspect of the Promotional Offer is prohibited, taxed or otherwise restricted by law, or where registration, bonding, local judging or translation is required. The Promotional Offer is subject to all national, state, and local laws including applicable tax codes. 

Sunrun shall not be liable for any failure of or delay in relation to the Promotional Offer for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

The section headings contained in these Terms and Conditions are for reference only and shall not in any way affect the meaning or interpretation of these Terms and Conditions.

ARBITRATION. By participating in the Promotional Offers, Participant agrees to resolve any disputes arising from the Promotional Offer or related to these Terms and Conditions through binding arbitration governed by the Federal Arbitration Act (“FAA”). The arbitration will be conducted under the rules of JAMS that are in effect at the time of the Promotional Offers.  If there is a conflict between the applicable JAMS Rules and the within Terms and Conditions, the Terms and Conditions will govern.

ARBITRATION MEANS THAT PARTICIPANT WAIVES HIS OR HER RIGHT TO A JURY TRIAL. ARBITRATION MUST BE CONDUCTED ON AN INDIVIDUAL BASIS. AS A RESULT, NEITHER PARTICIPANT NOR SUNRUN MAY (I) JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CUSTOMERS; (II) LITIGATE IN COURT A CLASS ACTION OR OTHER LAW SUIT; OR (III) ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

CHOICE OF LAW. The laws of the State of California govern these Terms and Conditions. Should there be a conflict between the laws of the State of California and any other laws, the conflict will be resolved in favor of the laws of the State of California.

PRIVACY. Subject to these Terms and Conditions, Participant information submitted pursuant to this Promotional Offer will be collected and used in accordance with Sunrun’s Privacy Policy, which can be found at http://www.sunrun.com/privacy-policy