Terms of Service

Introduction

Strobe Power Operations, LLC (“Strobe,” “we,” “us,” or “our”) provides software, control systems, and related services that support the monitoring, optimization, and operation of distributed energy resources and energy assets (collectively, the “Services”).

These Terms of Service (“Terms”) govern access to and use of the Services, including any software, hardware, analytics platforms, telemetry systems, monitoring tools, or other technology provided by Strobe.

By accessing or using the Services, executing an order form, scope of work, enrollment agreement, or allowing Strobe to install or operate equipment, the customer, site host, or asset owner (“Customer” or “you”) agrees to be legally bound by these Terms.

These Terms may be supplemented by site‑specific agreements, order forms, scopes of work, warranties, or similar documents (each an “Order Document”). If an Order Document conflicts with these Terms, the Order Document will control for the applicable Services.

Scope of Services

Strobe provides technology-enabled services designed to monitor, control, optimize, and support distributed energy resources and related infrastructure (“Energy Assets”).

Services may include:

Installation and operation of telemetry, control systems, and monitoring software

Real-time or automated dispatch of Energy Assets

Participation in utility programs, grid services, demand response programs, or electricity markets

Performance analytics, reporting, and operational dashboards

Coordination of preventative maintenance and asset performance monitoring

Strobe may perform Services directly or through service providers and contractors acting on its behalf.

Operational Authority

To enable the Services, Customer grants Strobe operational authority over the Energy Assets as reasonably necessary to monitor, control, schedule, dispatch, charge, discharge, curtail, or otherwise operate the assets in accordance with applicable program rules and Order Documents.

Customer authorizes Strobe to enroll, schedule, dispatch, and represent the Energy Assets in grid services programs, demand response programs, and electricity markets where applicable.

Customer agrees not to authorize other parties to control or enroll the same Energy Assets in conflicting programs during the applicable term unless expressly permitted in writing.

Hardware

Unless otherwise specified in an Order Document, any hardware, telemetry devices, control units, or related equipment provided by Strobe remain the property of Strobe.

Customer grants Strobe reasonable site access to install, maintain, repair, replace, and remove such equipment. Customer agrees not to tamper with, disable, relocate, or interfere with Strobe hardware or software systems.

Fees and Payments

Fees for the Services will be specified in the applicable Order Document.

Unless otherwise stated:

Invoices are due within fifteen (15) days of receipt

Late payments may accrue interest at the lesser of 1% per month or the maximum permitted by law

Strobe may offset unpaid balances against any amounts otherwise owed to Customer

Customer is responsible for applicable taxes, duties, or governmental charges associated with the Services, excluding taxes on Strobe’s income

Data Rights

Customer retains ownership of information provided directly by Customer.

However, the operation of the Services generates operational, telemetry, and performance data relating to Energy Assets, site conditions, and system behavior (“System Data”). Strobe may access, process, and use System Data to provide, operate, maintain, and improve the Services.

Strobe retains ownership of all platform technology, analytics, models, forecasts, derived datasets, and other analytical outputs generated through operation of the Services. Strobe may use such information for product development, benchmarking, forecasting, analytics, and other lawful business purposes.

Customer Responsibilities

Customer is responsible for:

Maintaining Energy Assets according to manufacturer requirements and good industry practice

Ensuring Energy Assets are installed and operated safely and in compliance with applicable laws and permits

Providing accurate and timely information required for the Services

Maintaining interconnection agreements, permits, and regulatory compliance where applicable

Not interfering with Strobe hardware, telemetry, software, or operational controls

Failure to meet these responsibilities may limit the effectiveness of the Services.

Intellectual Property

Strobe retains all right, title, and interest in and to the Services, including all software, technology, algorithms, analytics, documentation, and related intellectual property.

Customer receives only a limited, non-exclusive right to access and use the Services during the applicable service term.

Warranties

Except as expressly stated in an Order Document, the Services are provided on an “as is” and “as available” basis.

Strobe disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non‑infringement. Strobe does not guarantee energy savings, financial returns, market participation outcomes, or regulatory treatment.

The Services may rely on third‑party infrastructure such as utilities, telecommunications networks, and market operators. Strobe is not responsible for interruptions caused by such systems.

Limitation of Liability

To the maximum extent permitted by law, Strobe will not be liable for indirect, incidental, consequential, special, or punitive damages.

Strobe’s total liability arising out of or relating to the Services will not exceed the total fees paid by Customer to Strobe during the twelve (12) months preceding the claim.

Indemnification

Customer agrees to indemnify and hold harmless Strobe and its affiliates from claims arising out of:

Customer’s breach of these Terms

Customer’s ownership or operation of the Energy Assets

Interruptions or changes in energy usage resulting from authorized dispatch of Energy Assets

This obligation does not apply to claims resulting from Strobe’s gross negligence or willful misconduct.

Force Majeure

Neither party will be liable for failure or delay caused by events beyond reasonable control, including natural disasters, utility outages, telecommunications failures, market suspensions, regulatory actions, or other force majeure events.

Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms will be resolved through binding arbitration administered by the American Arbitration Association in New York, New York. The parties waive any right to participate in class actions or class arbitrations.

Miscellaneous

These Terms, together with any applicable Order Documents, constitute the entire agreement between the parties regarding the Services.

No partnership, joint venture, or fiduciary relationship is created by these Terms.

Strobe may assign these Terms in connection with corporate restructuring, financing, acquisition, or sale of company assets. Customer may assign these Terms only in connection with a transfer of the applicable Energy Assets or facility.

If any provision of these Terms is determined to be unenforceable, the remaining provisions will remain in full force and effect.

Privacy

Strobe may collect and process limited personal or contact information in connection with providing the Services, such as names, contact details, system credentials, or account information.

Strobe uses such information only to operate, secure, and improve the Services and to communicate with customers. Personal information may be shared with service providers, utilities, market operators, or regulators where reasonably necessary.

Additional information about how Strobe handles personal information is available in the Strobe Privacy Policy.