2. Marketplace Trade.

a. Description. Demand Exchange operates this Website with functions and appearances determined by Demand Exchange from time to time (collectively “Marketplace”) for participants that engage in energy exchange activities (“Trades”) including without limitation: (a) posting prices; (b) engaging in auctions, including placing and accepting bids; (c) requesting support, help, or information; and (d) providing (or changing) load profile information. Participant agrees that all inquiries, bids and acceptances that it submits through the Marketplace will be placed with the good faith intention of actually accepting or completing the applicable Trade in the Marketplace.

b. Agreements Governing Trade. All Trades shall be governed by (i) this Agreement, and (ii) any related rules that are agreed to by Participant by indicating such agreement electronically through use of electronic means on the Website (an "Electronic Agreement") at the time the Trade is conducted, including without limitation any terms and conditions that are stated on the Marketplace to be a condition of the sale (“Rules”). This Agreement may be modified by Demand Exchange giving prior notice of such changes and such changes shall be effective as to all usage of the Marketplace after notice is given. The Trade conducted using the Marketplace will be subject to the Rules and the terms of this Agreement in effect as of the time the Trade commenced. Participant agrees that all information submitted to Demand Exchange shall be governed by the Privacy Policy that is available for display on the Marketplace at the time the information is submitted to Demand Exchange.

c. Parties to a Transaction. Participant agrees Trades entered into through the Marketplace are not the obligation of Demand Exchange and Demand Exchange is not a party to contracts related to any of the Trades. Demand Exchange and other Traders in a Trade shall be entitled to enforce any commitment in a Trade agreed to by Participant. Demand Exchange does not make any representation or warranty regarding the prices, quality, volume or terms of any Trade. Only Participant and the other Traders will be obligated to perform, and Demand Exchange will not be a party to or be responsible for any terms of such Trade or the non-performance of either party to a Trade. If Participant arranges through the Marketplace for the purchase and sale of any goods, materials or services or obtains information through the Marketplace to arrange a purchase and sale then such resulting purchase and sale shall be a Trade. Trades offered by other Traders through the Marketplace will not assure Participant of any other discounts or rebates offered through some other agreement with such Traders.

3. User Identification. During the Term Demand Exchange will issue Participant and each Administrative User and Authorized User (as defined below) a login password and ID required to access the Marketplace (“Login”). Participant shall ensure that each User maintains the privacy and secrecy of the Login. Participant shall be liable for and obligated by all actions and Trades entered through the Marketplace using the Logins of its Users. Participant shall not allow any persons that are not authorized to be its Users to know or use the Login. Demand Exchange is not liable for any actions taken in the Marketplace with Users’ Logins.

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