Last Updated: March, 2016
STEM INC.
CLOUD SERVICES AGREEMENT
This Cloud Services Agreement (the “Agreement”) is entered into between Stem, Inc., a Delaware corporation, (“Stem”) and the entity that is identified as the customer on the applicable Order (as defined below) or otherwise on whose behalf the individual accepting this Agreement is registering for or using the Services (such entity, “Customer”), each referred to herein individually as a “Party” and jointly as the “Parties,” and sets forth the terms and conditions under which the Services will be provided. The Agreement is effective as of the earlier of the effective date of the Order or first use of the Services (the “Effective Date”) and incorporates by reference any and all attachments, the Stem policies, and each Stem order form referencing this Agreement that is executed by the Parties (each such order form, an “Order”). You, the individual registering for access to, or otherwise accessing or using, the Services on behalf of Customer, and Customer, represent and warrant that you have the full right and authority to bind Customer to this Agreement, and that Customer is fully aware of, understands, and agrees to be bound by all the terms and conditions of this Agreement.
BY CLICKING “I ACCEPT,” EXECUTING AN ORDER, REGISTERING FOR THE SERVICES, OR OTHERWISE ACCESSING OR USING THE SERVICES (INCLUDING ANY PORTION THEREOF), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS, AND HEREBY ACCEPTS TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT QUALIFY FOR THE SERVICES, OR DOES NOT AGREE TO THIS AGREEMENT, THEN CUSTOMER SHOULD NOT AND MAY NOT REGISTER FOR, ACCESS, OR USE THE SERVICES.
1. STEM SERVICE
1.1.Overview of Service. Stem offers various cloud services and certain web based applications to its customers, as described in the Order(s) agreed to between the Parties (referred to individually and collectively, as applicable, as the “Service”). Each Service is provided on a subscription basis for a set term designated in the applicable Order (the “Service Term”). Customer will purchase and Stem will provide the Service specified in the applicable Order pursuant to this Agreement.
1.2.Access to Service. Customer may access and use the Service solely for its own benefit and in accordance with the terms and conditions of this Agreement, any end user technical documentation provided with the Service (“Documentation”), and any user, building location, and/or scope of use restrictions designated in the applicable Order.
2. USE OF SERVICE
2.1.Accounts.
2.1.1.Authorized Users. Use of and access to the Service is permitted only by employees of Customer (“Authorized Users”). The number of Authorized Users may be limited as specified in the applicable Order. Each individual Authorized User will have an Authorized User specific account through which such Authorized User accesses and uses the Service (an “Authorized User Account”). Stem may offer different levels of access for Authorized Users, which may be managed by Customer through the administrative console to the Service.
2.1.2.Customer Administration of the Service. Customer is solely responsible for (a) maintaining the confidentiality of user IDs, passwords and access to Authorized User Accounts, (b) managing access to Authorized User Accounts, and (c) ensuring Customer’s use of the Service (including use by each Authorized User) complies with the terms of this Agreement. For clarity, Stem’s responsibilities do not extend to the internal management or administration of the Service for Customer.
2.1.3.Unauthorized Use and Access. Customer will prevent unauthorized use of the Service by its Authorized Users and terminate any unauthorized use of the Service. Customer is responsible for any and all actions taken using Customer’s Authorized User Accounts and passwords.
2.2.General Restrictions. Customer will not, and will not permit any third party to: (a) rent, lease, copy, resell or otherwise provide access to or sublicense any element of the Service to a third party; (b) use any element of the Service to provide, or incorporate any element of the Service into any product or service provided to, a third party; (c) use the Service for activities where use or failure of the Service could lead to physical damage, death or personal injury; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to any element of the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Stem); (e) modify any element of the Service or any Documentation, or create any derivative product from any of the foregoing; (f) remove or obscure any proprietary or other notices contained in the Service; or (g) publicly disseminate information regarding the performance of the Service.
2.3.Customer Data.
2.3.1.Use of Customer Data. Customer agrees that Stem may use Customer Data for Stem’s legitimate business interests, for example, to administer the Service to Customer (including by sharing Customer
Data with third parties in connection with the provision of the Service), to improve Stem’s products and services generally (including by performing analyses on such Customer Data), to aggregate with other data, and to provide certain Customer Data to utilities (and their approved vendors) that Stem may have relationships with, as well as Customer-contracted energy service companies (collectively, “Partners”). For the avoidance of doubt, Customer understands and acknowledges that the Customer Data that Stem shares with Partners may not be anonymized. Stem may retain Customer Data for a length of time reasonably necessary to accomplish the foregoing purposes. Except as expressly permitted herein or otherwise authorized by Customer (including through the Service), Stem will not publicly disclose any Customer Data in a way that could reasonably identify Customer as the source of such Customer Data. Customer represents and warrants that it has obtained all permissions necessary to provide Stem with access to and use of Customer Data in accordance with this Agreement. Any Customer Data that is personally identifiable information will be subject to the Stem Privacy Policy located at www.stem.com/privacy. By using the Service, Customer hereby consents to transfer, processing, and storage of Customer Data. In addition, by using certain features of the Service which allow Customer to retrieve or obtain past or ongoing information about Customer’s energy bill and usage from Customer’s energy provider, Customer hereby consents to Stem retrieving or obtaining such information from the energy provider on Customer’s behalf, as available. “Customer Data” means any data or content transmitted via the Service, or otherwise provided under this Agreement, by Customer; provided that Customer Data shall not include any data or content that is publicly available or is independently derived or obtained by Stem.
2.3.2.Storage of Customer Data. Customer Data and any other information or data feeds provided by Customer’s energy provider(s) are specific to a given physical address and a given utility meter or account. If Customer moves to another address, Customer may be required to set up a new profile and establish new data feeds from the energy provider (if available in the new area). Upon termination or cancellation of the Service, Stem may delete Customer Data permanently from its servers and Customer may not access or retrieve any Customer Data stored on the Service. Customer is solely responsible for taking all necessary steps to back up Customer Data.
2.4.Indemnification by Customer. Customer will indemnify, defend, and hold harmless Stem from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding (a) any Customer Data, or permission to use or grant use to Stem of such Customer Data, and (b) Customer’s (including any Authorized User’s) use of the Service.
3. OWNERSHIP.
3.1 Stem Technology. This is a subscription agreement for the right to access and use the Services. Client acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement. No right to use any Stem trademark, logo, domain name or other brand feature (“Marks”) are granted under this Agreement. As between Customer and Stem, Stem retains all right, title and interest (including all current and future worldwide patent, copyright, trademark, trade secret, moral rights and other intellectual property rights) in and to the Service, Marks, Documentation and any and all related and underlying technology (collectively, “Stem Technology”). Stem reserves all rights not expressly granted to Customer under this Agreement.
3.2 Feedback. Customer (including any Authorized Users), from time to time, may submit comments, information, questions, data, ideas, description of processes, or other information to Stem (“Feedback”). Stem may in connection with any of its products or services freely use and otherwise exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. However, Customer and/or an Authorized User shall not be identified as the source of such Feedback.
4. SERVICE TERM, FEES & PAYMENT
4.1. Service Term and Renewals. Unless otherwise specified on the applicable Order, (a) each Service Term will automatically renew for additional twelve (12) month periods unless either Party gives the other written notice of non-renewal at least sixty (60) days prior to expiration of the then-current Service Term and (b) an Order will remain in effect until the expiration and/or termination of all Service Terms thereunder.
4.2.Fees and Payment. Any and all fees are as set forth in the applicable Order (the “Fees”). To the extent appropriate, Stem will invoice Customer for such Fees in accordance with the applicable Order, and such Fees will be paid by Customer within thirty (30) days from receipt of the invoice, unless otherwise specified in the applicable Order. Except as expressly set forth in this Agreement or as required by law, all Fees are nonrefundable. Stem may change the Service rates effective for the next annual term by providing Customer with at least thirty (30) days’ notice prior to the end of the then-current term. Customer is required to pay any sales, use GST, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Stem. If Customer is required by law to withhold any taxes, Customer must provide Stem with an official tax receipt or other appropriate documentation. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
4.3.Suspension of Service. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including any termination rights set forth in this Agreement), Stem reserves the right to suspend Customer’s access to the Service without liability to Customer until such amounts are paid in full.
5. TERM AND TERMINATION
5.1.Term. This Agreement is effective as of the Effective Date and expires when all Orders have either been terminated or expired.
5.2.Termination for Cause. Either Party may terminate this Agreement (including all related Orders) if the other Party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that Party (and not dismissed within sixty (60) days thereafter).
5.3.Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to the Service (including any and all Authorized User Accounts). Customer acknowledges that following termination Customer (and each Authorized User) will have no further access to the Service. Except where an exclusive remedy is specified in this Agreement, the exercise of either Party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
5.4.Survival. The following Sections will survive any expiration or termination of this Agreement: 2.3 (Customer Data), 2.4 (Indemnification by Customer), 3 (Ownership), 4.2 (Fees and Payment), 5 (Term and Termination), 6 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Indemnification by Stem), 10 (Confidential Information), 12 (General Terms), and 13 (Consent to Electronic Communication).
6. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE (INCLUDING ALL INFORMATION, RESULTS, REPORTS, RECOMMENDATIONS, AND OTHER MATERIALS GENERATED OR MADE AVAILABLE THROUGH THE SERVICE OR ANY ASSOCIATED SITES OR SERVICES, SUCH AS POWER CONSUMPTION INFORMATION) AND ANY OTHER STEM OFFERING ARE PROVIDED “AS IS.” NEITHER STEM NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY, OR ACCURACY, OR THAT THE SERVICE SHALL BE ERROR-FREE, SECURE, OR UNINTERRUPTED. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. STEM WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF STEM. STEM MAKES NO REPRESENTATIONS ABOUT ANY CUSTOMER DATA OR OTHER INFORMATION IN OR FROM ANY AUTHORIZED USER ACCOUNT. STEM HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY CUSTOMER DATA. CUSTOMER ASSUMES ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM CUSTOMER’S (INCLUDING AUTHORIZED USERS’) USE OF OR ACCESS TO THE SERVICE OR CUSTOMER’S DEALINGS WITH OTHER CUSTOMERS OR USERS OF THE SERVICE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, INTEGRITY, QUALITY, USEFULNESS, OR LEGALITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE), LOSS OF DATA, PROFITS, OR BUSINESS, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM THE USE OF OR RELIANCE ON THE SERVICE.
7. SERVICE AVAILABILITY
7.1.Account Suspension. If Customer (including any Authorized User) violates this Agreement or uses the Service in a manner that Stem reasonably believes will cause it liability, then Stem may require that Customer remedy such situation (including, as applicable, by suspending or terminating any particular Authorized User Accounts). If Customer fails to promptly remedy such situation then Stem may suspend Customer’s access to the Service.
7.2.Security Emergencies. Notwithstanding anything to the contrary in this Agreement, if there is a Security Emergency then Stem may automatically suspend use of the Service. Stem will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (a) use of the Service that does or could disrupt the Service, other customers’ use of the Service, or the infrastructure used to provide the Service or (b) unauthorized third party access to the Service.
7.3.Modifications. Stem may update or modify the Service from time to time. Stem does not guarantee that any features or functionality will continue to be available. If Stem changes the Service in a manner that materially reduces its functionality, Stem will inform Customer, unless Customer has opted out of communications of this type from Step. If Customer provides notice within thirty (30) days following the material reduction in functionality, Customer may terminate the applicable Service Term and receive a refund of any Fees Customer has pre-paid for use of the applicable Service it has not received as of the date of notice.
7.4.Third-Party Services and Linked Websites. The Service may enable Customer to connect to or make use of certain third-party products, services, content, or websites. Such third-party products, services, content, and websites are not under Stem’s control and Customer agrees that Customer’s use thereof is at Customer’s sole risk and is subject to the applicable licenses, privacy policies, and agreements of the applicable third party. Provision of such third-party products, services, content, or websites does not imply Stem’s endorsement thereof. Without limiting the foregoing, Stem may provide tools through the Service that enable Customer to export information, including Customer Data, to third party services. By using these tools, Customer agrees that Stem may transfer such information to the applicable third-party service. Such third-party services are not under Stem’s control and Stem is not responsible for their use of Customer’s exported information.
8. LIMITATION OF LIABILITY
8.1.Limitation of Indirect Liability. EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, COST OF SUBSTITUTE PRODUCTS AND SERVICES, LOST OR INACCURATE DATA, DELAYED PROMOTIONS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.2.Limitation on Amount of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, STEM’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO STEM UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. The Parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
9. INDEMNIFICATION BY STEM. Stem will defend Customer from and against, or settle, all claims by a third party against Customer to the extent based on an allegation that the Stem Technology as used to provide the Service to Customer infringes or misappropriates any copyright, trade secret, or trademark right of the third party and will pay all damages awarded to such third party or agreed to by Stem in a settlement with respect to such claim, provided that Stem will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Stem to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of the Service is (or in Stem’s opinion is likely to be) enjoined due to a claim of intellectual property infringement, if required by settlement, or if Stem determines such actions are reasonably necessary to avoid material liability Stem may, in its sole discretion: (a) substitute a substantially functionally similar service; (b) procure for Customer the right to continue using the Service; or if Stem determines (a) and (b) to be commercially unreasonable, (c) terminate the Agreement. The foregoing indemnification obligation of Stem will not apply: (1) if the Service is modified by any party other than Stem, but solely to the extent the alleged infringement is caused by such modification; (2) if the Service is combined with other non-Stem products, services or processes; (3) to any unauthorized use of the Service; (4) to any action arising as a result of Customer Data or any third-party data, elements or components contained within the Service or (5) if Customer settles or makes any admissions with respect to a claim without Stem’s prior written consent. Any settlement requiring Customer to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and Customer may join in the defense with its own counsel at its own expense. THIS SECTION 9 SETS FORTH STEM’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
10. CONFIDENTIAL INFORMATION. “Confidential Information” means any technical and business information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party in discussions and activities related to this Agreement, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Stem Technology, performance information relating to the Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Stem. Except as expressly authorized in this Agreement, the Receiving Party will hold in confidence and not use or disclose any Confidential Information of the Disclosing Party. Notwithstanding anything in this Section 10, Customer Data may be used as set forth in Section 2.3. The Receiving Party’s obligations under this Section 10 will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
11. CO-MARKETING. At the request of Stem, Customer agrees to the issuance of a joint press release (“Press Release”) on a mutually agreed upon date. Each Party will have the right to approve the Press Release in advance, but such approval will not be unreasonably delayed or withheld. Customer also agrees to participate in other reasonable marketing activities that promote the benefits of the Service to other potential customers and use of Customer’s name and logo on Stem’s web site and in Stem promotional materials. Customer agrees that Stem may disclose that Customer a customer of Stem.
12. GENERAL TERMS
12.1. Assignment. This Agreement will inure to the benefit of, and be binding upon, the Parties hereto and their representatives, successors, permitted assigns and other legal representatives. Either Party may assign this Agreement upon the prior written consent of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed by Customer. Notwithstanding the forgoing, Stem may, without Customer’s consent, assign all of its rights or obligations under this Agreement to an affiliate or financing party.
12.2. Severability; Waivers. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement.
12.3. Governing Law; Jurisdiction and Venue. This Agreement, and any dispute concerning this Agreement, shall be governed by the laws of the State of California, without regard to California’s choice of law provisions. Further, each Party hereby waives the right to trial by jury in any court proceeding between them, including without limitation as to any claim or cause of action based upon, arising out of or directly or indirectly related to this Agreement, including contract, tort, and statutory claims.
12.4. Negotiation of Disputes; Arbitration. If a dispute arises between the Parties relating to this Agreement, and the Parties have not succeeded in negotiating a resolution of the dispute after such meeting, the Parties may elect to appoint a mutually acceptable neutral Person not affiliated with either of the Parties to act as a mediator. In the event the mediation does not result in resolution of the dispute or the Parties do not elect mediation, then, upon written notice to the other Party, either Party may file a request for binding arbitration to be governed by the then current commercial arbitration rules of the Judicial Arbitration and Mediation Service (“JAMS”) in effect at that time (the “Rules”). The place of arbitration shall be San Francisco, California.
12.5. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address, and are deemed given when sent, or posted through the Service. Notices to Stem must be sent to Stem, Inc., 100 Rollins Road, Millbrae, CA 94030.
12.6. Amendments. Stem reserves the right, at Stem’s discretion, to change this Agreement on a going-forward basis at any time. Customer should check this Agreement periodically for changes. In the event that a change to this Agreement materially modifies Customer’s rights or obligations, Stem will make reasonable efforts to notify Customer of such change. Stem may provide notice through a pop-up or banner within the Service, by sending an email to any address Customer may have used to register for an account, or through other mechanisms. Additionally, if the changed Agreement materially modifies Customer’s rights or obligations, Stem may require Customer to provide consent by accepting the changed Agreement. If Stem requires Customer’s acceptance of the changed Agreement, changes are effective only after Customer’s acceptance and if Customer does not accept the changed Agreement, this Agreement will terminate upon notice from Stem. All other changes are effective upon publication of the changed Agreement. Disputes arising under this Agreement will be resolved in accordance with the Agreement in effect that the time the dispute arose. Except as permitted under this Section 12.5 of this Agreement, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each Party to this Agreement.
12.7. Entire Agreement. This Agreement (including all exhibits and Stem policies referred to in this Agreement and any Orders) constitutes the complete and exclusive statement of the mutual understanding of the Parties, and supersedes and cancels all previous written and oral agreements and communications, relating to the subject matter of this Agreement.
12.8. Force Majeure. Neither Stem nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
12.9. Subcontractors. Stem may use the services of subcontractors for performance of services under this Agreement, provided that Stem remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Service as required under this Agreement.
12.10. Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
12.11. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, Customer's Authorized Users are not third party beneficiaries to Customer's rights under this Agreement.
13. CONSENT TO ELECTRONIC COMMUNICATIONS. By using the Service, Customer consents to receiving certain electronic communications from Stem as further described in Stem’s Privacy Policy. Customer should read Stem’s Privacy Policy to learn more about Customer’s choices regarding Stem’s electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Stem sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
14. CONTACT INFORMATION. The Service hereunder is offered by Stem, Inc., having its principal place of business at 100 Rollins Road, Millbrae, CA 94030. Customer may contact Stem by sending correspondence to the foregoing address or by emailing Stem at contracts@stem.com.
