‘MYACCOUNT’ ACCESS AGREEMENT

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.

BY ACCESSING THE DIRECT ENERGY BUSINESS ‘MYACCOUNT’ SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF USE BELOW. THESE TERMS AND CONDITIONS OF USE ARE SUBJECT TO CHANGE BY DIRECT ENERGY AT ANY TIME. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS AND CONDITIONS OF USE POSTED TO THE SITE FROM TIME TO TIME.

GENERAL

Subject to the terms and conditions below, Direct Energy Business, LLC or one of its affiliates (“Direct Energy” or "us," "we" or “our”) grants you a revocable and non-transferable license to access this ‘MyAccount’ website (the “Site”) solely for your use in accordance with this ‘MyAccount’ Access Agreement (the “Agreement”). You understand that this Site is for commercial customers only, not residential customers. You further agree that any use of the Site by you or others who have been granted access by you including brokers and agents (collectively, “Authorized Users”) will be deemed to be fully authorized by you, that you are responsible for the actions of Authorized Users and that the obligations and limitations that apply to you hereunder also apply to your Authorized Users. We are relying upon your agreement to the terms contained herein in continuing to provide you access to the Site. We will also refer to you and to us as a “party” or “parties.”

You represent and warrant that your business is associated with the account number used by you to access this Site and that you are authorized to bind your business to the terms contained herein. You represent and warrant that you are a commercial or industrial user of electricity and/or gas and receive services from Direct Energy. You agree that you shall not use any information obtained from this Site to benefit competitors of ours or of our affiliates.

Your use of the Site signifies your agreement to our PRIVACY NOTICE and the WEB SITE TERMS OF USE for directenergy.com, which is incorporated herein by reference and which can also change from time to time.

COMMUNICATION AND USE

You shall take reasonable steps to maintain the security of communications between you and the Site, including, but not limited to, taking reasonable steps to maintain confidentiality of passwords created by you (“Login Information”). If you believe that there has been unauthorized access to your username, password or your account information, please contact Direct Energy as soon as possible so that we can work together to resolve the issue. You agree that any actions taken (or deemed taken) using your Login Information will be attributed to and will be binding and enforceable against you and that you are wholly responsible for any losses arising from misuse of the Login Information. Unauthorized use of the Site and systems such as unauthorized entry into our systems, misuse of passwords, or misuse of any information posted to the Site, is strictly prohibited.

You will keep confidential and refrain from disclosing any and all technical information, know-how, and inventions disclosed by Direct Energy in relation to your access to this Site, except when, after, and to the extent that the information, know-how, and inventions are generally known to the public. You acknowledge and agree that, due to the unique nature of the Site, there can be no adequate remedy at law for any breach or threatened breach of the provisions of this Agreement, that any such breach or threatened breach will result in irreparable harm to us, and therefore, that, upon any such breach or threat thereof, we shall be entitled to seek injunctions and other appropriate equitable relief in addition to whatever additional remedies we may have at law.

LIABILITY

Although Direct Energy makes reasonable efforts to ensure that the information provided through the Site is current and accurate, the Site may contain errors, omissions and inaccuracies. Direct Energy assumes no liability or responsibility for any such errors, omissions or inaccuracies or any other limitation that may arise in relation to the Site. The Site content should not be relied upon for any personal, commercial or financial matters and you should consult an appropriate professional for advice based on your specific circumstances.

THE SITE IS PROVIDED "AS IS " AND "AS AVAILABLE" AND IS USED BY YOU STRICTLY AT YOUR SOLE RISK. DIRECT ENERGY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS OR ACCURACY OF THE INFORMATION CONTAINED ON THE SITE. ALL SUCH INFORMATION IS PROVIDED WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED. DIRECT ENERGY MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ERRORS OR OMISSIONS THAT MAY BE CONTAINED IN THE SITE CONTENT, THE ACCURACY OF THE SITE CONTENT, OR THAT THE SITE CONTENT IS VIRUS-FREE.

THE USER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SITE AND THE INTERNET GENERALLY. DIRECT ENERGY DISCLAIMS ALL CONDITIONS, WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS, EXPRESS OR IMPLIED, WITH REGARD TO THE INFORMATION ACCESSED FROM, OR VIA, THE SITE OR THE INTERNET, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED CONDITIONS, REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS IMPLIED BY STATUTE. Some jurisdictions may not allow the exclusion of implied warranties, therefore, some of the above exclusions may not apply to you.

DIRECT ENERGY DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SITE OR OTHER INFORMATION ACCESSIBLE FROM THE SITE INCLUDING AVAILABLE FROM ANY LINKS.

IN NO EVENT SHALL DIRECT ENERGY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, REVENUE OR PROFITS, WHETHER RESULTING FROM AN ACTION OF CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, NEGLIGENCE OR OTHER TORT OR CLAIM, ARISING OUT OF OR IN CONNECTION WITH THE USE OR RELIANCE UPON THE INFORMATION ON THIS SERVER, SITE OR THE INTERNET GENERALLY.

IN ALL OTHER CIRCUMSTANCES, DIRECT ENERGY'S AGGREGATE AND COMPLETE LIABILITY TO YOU OR ANY THIRD PARTY, HOWEVER ARISING, SHALL BE LIMITED TO A MAXIMUM OF $10.00 (USD).

ADDITIONAL TERMS

You may not assign, transfer or sublicense your rights pursuant to this Agreement. Each of our affiliates is an intended third party beneficiary of this Agreement and may enforce its rights against you.

You do not have the right to use our name or any like reference of us in press releases and marketing materials referring to this Site without our prior written approval.

This Agreement constitutes the entire agreement between you and us with respect to this Site and supersedes any prior agreement of any type between you and us with respect to this Site. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

You acknowledge and agree that we may terminate or suspend the license to access this Site at any time and for any reason. The provisions concerning the limitation on liability, indemnification, intellectual property, confidentiality and governing law shall survive the termination of this Agreement for any reason.

Any and all offers set forth on the Site are void where prohibited.

GOVERNING LAW

Access to the Site is governed by all applicable federal, state, provincial and local laws, and, in the case of users resident outside of the United States or Canada, you may also be subject to additional laws of the country where you reside. You are responsible for compliance with the laws of your jurisdiction and other applicable law.

The laws of the State of New York shall govern any dispute arising out of the use of this Site or this Agreement. You also agree to submit to the exclusive jurisdiction and venue of the courts located therein.