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Texture OEM/TPDO Integration Terms

Table of Contents

1. Definitions

For purposes of these OEM/TPDO Integration Terms (the "Agreement"):

  • "Texture" means Texture Corp., a Delaware corporation.
  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
  • "OEM" means a original equipment manufacturer that exposes a cloud API for devices it manufactures or supports.
  • "TPDO" means any third-party entity that (i) enrolls, aggregates, orchestrates, dispatches, or otherwise exercises operational control over distributed energy resources or customer-sited devices, and (ii) provides a cloud-based interface (including APIs or equivalent data services) for accessing telemetry, control signals, or program participation data for those devices, regardless of whether the entity manufactures the devices or operates them on behalf of a utility, market operator, or end customer.
  • "Partner" means an OEM or a TPDO, as the context requires.
  • "Customer" means any entity that has a commercial or contractual relationship with Texture for use of the Texture platform or Services (including OEMs, TPDOs, utilities, CCAs, ESCOs, market access providers, aggregators, and program operators).
  • "End Customer" means the ultimate owner or account holder associated with a Site or Device (for example, a residential home or commercial facility served by a utility).
  • "Texture platform" means Texture's hosted software platform and related infrastructure for energy data, orchestration, and program operations.
  • "Services" means the Texture platform, APIs, orchestration logic, and related services that Texture makes available to Customers, as described in its documentation.
  • "Integration Services" means the limited set of Services and tools that Texture makes available to Partner under this Agreement solely for integrating Partner APIs and Devices with the Texture platform, including:
    • access to integration-related APIs in sandbox and production; and
    • access to an OEM/TPDO-facing integration console or dashboard with the limited functionality described in this Agreement.
  • "Platform Services" means the broader set of Services and features available to Customers under a separate commercial agreement, which may include Workspaces, Collections, program management tools, advanced analytics and reporting, dashboards, alerting, and other functionality beyond the Integration Services.
  • "Device" means a distributed energy resource, load, or other asset that is integrated with the Texture platform via Partner's APIs (for example, batteries, inverters, EVSE, thermostats, HVAC systems, controllable loads).
  • "Site" means a physical service location associated with one or more Devices (for example, a customer premise, meter location, or service point).
  • "Site Data" means information necessary for grid orchestration and program participation, including location, time zone, applicable utility or CCA, and relevant site-level identifiers (for example, meter ID, service point ID, or similar).
  • "Telemetry Data" means time-series or event-driven data describing the state or behavior of Devices or Sites as exposed by Partner's APIs.
  • "Control Command" means a command, schedule, setpoint, or other instruction sent from the Services to Partner's cloud API to cause a Device to change state or behavior.
  • "Control Endpoint" means any endpoint in Partner's cloud API that receives Control Commands from the Services.
  • "Safety Envelope" means the set of safe operating limits, guardrails, interlocks, and conditions that govern whether a Control Command is safe for a Device, Site, or End Customer in a particular context, as implemented and enforced by Partner.
  • "Customer Data" means data provided to Texture by or on behalf of a Customer or End Customer, including Telemetry Data, Site Data, configuration data, and associated identifiers.
  • "Service Data" means operational and usage data generated by Texture in the course of providing the Services (for example, logs, metrics, aggregates, and diagnostic data).
  • "Integration Badge" means the "Texture Verified Integration" designation and associated badge or logo that Texture may permit Partner to use in accordance with this Agreement.
  • "Verification Process" means the technical and operational checks, as documented by Texture from time to time, that Texture applies to determine whether an integration qualifies as a Texture Verified Integration.
  • "Verified Integration" means a Partner integration that has successfully completed the Verification Process and remains in good standing under this Agreement.

Texture may update certain definitions in its online documentation from time to time, provided no such update materially reduces Partner's rights under this Agreement without Partner's consent.

2. Agreement Structure; Incorporated Documents

2.1 Order of Precedence

If there is a conflict between any of the following, the order of precedence will be:

  1. This Agreement;
  2. Any signed schedules or addenda referencing this Agreement;
  3. The online documents referenced in Section 2.2.

2.2 Documents Incorporated by Reference

The following documents are incorporated by reference and form part of this Agreement, each as updated by Texture from time to time:

Texture may update these documents to reflect improvements, changes in security posture, or new features. For any update that materially and adversely changes technical requirements for Partner's integration (other than changes required to address an urgent security or compliance issue), Texture will provide at least thirty (30) days' prior notice via the documentation or the Partner console before such update takes effect.

2.3 Platform Terms

Texture's standard platform terms, currently located at https://www.texturehq.com/legal/terms (or successor URL), govern use of the Platform Services when a Customer enters into a separate commercial agreement with Texture. Those terms do not expand Partner's rights under this Agreement and do not apply to Partner solely by virtue of this Agreement, except to the extent expressly cross-referenced.

3. Scope of Integration and Services

3.1 Purpose

This Agreement governs Partner's integration of its cloud APIs and Devices with the Texture platform and Texture's provision of the Integration Services to Partner. It does not grant Partner access to, or any right to use, the full Platform Services except as expressly set out here or in a separate written agreement.

3.2 Integration Services Included

Subject to Partner's compliance with this Agreement, Texture will:

  • provide Partner with access to the Integration Services for:
    • registering and managing Devices and Sites;
    • exchanging Telemetry Data via APIs; and
    • sending and receiving Control Commands via APIs; and
  • make available an OEM/TPDO integration console with functionality reasonably necessary to:
    • configure and monitor the integration;
    • view basic connectivity and health information; and
    • access logs and diagnostics related to the Partner integration.

3.3 Platform Services Excluded

Except as expressly agreed in a separate commercial agreement, the Integration Services do not include:

  • general access to Texture's Workspaces, Collections, or program management interfaces;
  • Texture's advanced analytics, reporting dashboards, and fleet-wide alerting features; or
  • any other Platform Services marketed or sold by Texture.

Partner acknowledges that the Integration Services are a limited subset of the Services and that broader use of the Texture platform requires a separate commercial agreement (for example, an order form or MSA) between Partner and Texture.

3.4 Paid OEM Services and Upsell

Texture may offer optional paid OEM services or Platform Services (for example, enhanced fleet analytics, OEM-facing dashboards, additional device reporting, or premium support) under a separate written agreement. Nothing in this Agreement obligates either party to enter into such an agreement.

3.5 No Resale or White-Label

Partner may not resell, white-label, or otherwise commercially provision the Services to third parties unless it has entered into a separate written agreement with Texture that expressly permits such activities.

4. Licenses and Use Rights

4.1 License to Texture

Partner grants Texture a non-exclusive, worldwide, royalty-free license during the term of this Agreement to:

  • access and use Partner's cloud APIs, credentials, and documentation solely to provide the Services;
  • retrieve Telemetry Data, Site Data, configuration data, and control execution results for Devices and Sites that Partner exposes to the Services; and
  • use Partner's name and logo in accordance with Section 20 (Publicity; Integration Badge).

4.2 License to Partner

Texture grants Partner a non-exclusive, non-transferable, limited right during the term of this Agreement to:

  • access and use the Integration Services solely to integrate Partner's APIs and Devices with the Texture platform; and
  • use the OEM/TPDO integration console solely for configuring and monitoring such integrations.

Any broader access to the Platform Services is governed by a separate agreement between Partner and Texture.

4.3 Restrictions

Partner will not (and will not permit any third party to):

  • use data obtained through the Integration Services, or attempt to reverse engineer the Services, for the purpose of building or materially enhancing a competing device data platform, device cloud, DERMS-like service, or substantially similar orchestration platform;
  • attempt to circumvent security or technical controls in the Services;
  • perform security testing or reverse engineering of the Services except as permitted by law and then only after giving Texture reasonable prior notice; or
  • use the Integration Services in violation of applicable law or this Agreement.

5. Partner Integration Obligations

Partner will:

  • comply with the OEM Integration Requirements at https://www.texturehq.com/oem/spec, including technical, security, and performance requirements;
  • provide and maintain accurate Site Data for each Device exposed to the Services, including location, time zone, and applicable utility/CCA or other service provider, as required for grid orchestration and program participation;
  • provide to Texture, at no additional charge, all Customer Data, Telemetry Data, Site Data, configuration data, control execution results, and related information reasonably required for Texture to deliver the Services to applicable utilities, CCAs, LSEs, TPDOs, or other Customers. Partner may not withhold, delay, or restrict such data in a manner that materially interferes with Texture's ability to provide the Services. Where Partner does not have certain data elements that Texture requires (for example, utility account numbers or additional site identifiers), Texture retains the right to collect such data directly from End Customers;
  • provide prompt notice to Texture if Partner ceases to operate, aggregate, or control any Device or group of Devices integrated with the Services, and will provide updated metadata and status markers sufficient for Texture and applicable Customers to adjust program operations accordingly;
  • implement and maintain stable cloud APIs with clear versioning and deprecation policies, uptime appropriate to the use cases, and error semantics consistent with the OEM Integration Requirements;
  • promptly notify Texture of any material outages, degradations, security incidents, or changes to its APIs that may affect the Integration Services; and
  • if Partner seeks Texture Verified Integration status:
    • provide reasonable cooperation and test access for Texture's Verification Process;
    • remediate issues identified by Texture within a reasonable time; and
    • notify Texture before making material changes to the integration that could affect Verified Integration status.

6. Enrollment & Device Discovery

6.1 OEM-Initiated Enrollment and Device Discovery.

OEM may, via its cloud platform or APIs, notify Texture when a new Device is installed, activated, or associated with an End Customer account, claim ownership of such Device, and provide associated Site metadata (including address, meter or service point identifiers, geo coordinates, and similar identifiers) and other enrollment-related attributes (collectively, "Enrollment Data"). Enrollment Data may be provided in connection with utility-initiated or utility-funded hardware programs, including programs under which a utility or its fulfillment provider purchases and ships Devices to End Customers. Texture may rely on Enrollment Data provided by OEM for purposes of Device onboarding, Site creation or association, enrollment in programs, and related operational workflows under this Agreement, regardless of whether the underlying commercial relationship originated with a utility, OEM, TPDO, or other Customer.

OEM may transmit to Texture homeowner or End Customer opt-in, consent, or authorization signals that OEM obtains or receives through its own applications, websites, cloud platform, or integrations with utilities, CCAs, TPDOs, or fulfillment providers in connection with program participation ("Consent Signals"). These Consent Signals may reflect, for example, an End Customer's agreement with a utility under which the End Customer receives a Device (such as an EV charger) funded by the utility in exchange for granting the utility the right to curtail or disable the Device during high-load events. OEM represents and warrants that, with respect to any Consent Signals it transmits to Texture:

  • (a) OEM has obtained such Consent Signals directly from the End Customer, or has received them from a utility, CCA, TPDO, or other program operator that has obtained such consent from the End Customer, in each case in compliance with applicable law and in accordance with any applicable contractual and privacy commitments to the End Customer;
  • (b) OEM has the legal authority, either in its own capacity or as a downstream recipient from a utility, CCA, TPDO, or program operator, to provide such Consent Signals to Texture for use in connection with the Services;
  • (c) the Consent Signals accurately reflect the scope of the End Customer's authorization, including any permissions for remote curtailment, throttling, or shutoff of Devices for demand response, load shifting, or similar programs; and
  • (d) Texture and the applicable utilities, CCAs, TPDOs, and program operators may reasonably rely on such Consent Signals as evidence of End Customer authorization for enrollment in, and participation in, the relevant program(s), subject to any subsequent revocation or change that OEM communicates under this Agreement.

Texture is not obligated to independently obtain or re-confirm consent directly from End Customers for programs where valid Consent Signals are provided under this Section 6.2, unless required to do so by applicable law or by a separate written agreement with the relevant Customer.

6.3 Automatic Utility and CCA Association.

Texture may use Enrollment Data and other OEM-provided Site metadata to determine an End Customer's likely utility or CCA service territory and to automatically associate Devices and Sites with that utility or CCA for purposes of eligibility screening, enrollment workflows, and ongoing program operations. OEM acknowledges that Texture's ability to correctly associate a Device or Site with a particular utility or CCA depends on the completeness and accuracy of the Enrollment Data and Site metadata that OEM provides.

6.4 Disclosure to Utilities, CCAs, and Program Operators.

Texture may disclose or surface OEM-provided Enrollment Data, Site metadata, Consent Signals, and related eligibility or enrollment status indicators to utilities, CCAs, TPDOs, and other program operators that are Customers of the Services to the extent reasonably necessary to:

  • (a) evaluate Device and Site eligibility for a program;
  • (b) enroll or disenroll Devices and Sites in such programs;
  • (c) operate demand response, VPP, or other grid service programs, including remote curtailment, throttling, or shutoff of Devices in accordance with applicable program rules; and
  • (d) satisfy reporting, audit, and compliance obligations associated with such programs.

As between the parties, OEM is solely responsible for:

  • (a) the accuracy and completeness of Enrollment Data, Site metadata, ownership claims, eligibility flags, and Consent Signals that it provides or relays to Texture (including data and signals originally obtained by utilities, CCAs, TPDOs, or fulfillment providers); and
  • (b) ensuring that such data and signals are kept reasonably current, including where End Customers move, Devices are removed or replaced, program terms change, or program eligibility changes.

Without limiting Section 16.1 (Partner Indemnity), OEM will defend, indemnify, and hold harmless Texture and its Affiliates from and against any third-party claims, losses, and reasonable costs (including reasonable attorneys' fees) to the extent arising out of or related to inaccurate, incomplete, invalid, or misleading Enrollment Data, Site metadata, ownership claims, eligibility flags, or Consent Signals provided (or omitted) by or through OEM, including where such data or signals were originally obtained by a utility, CCA, TPDO, or fulfillment provider.

6.6 Texture Responsibilities for Use of Enrollment Data.

Texture will:

  • (a) use Enrollment Data, Site metadata, Consent Signals, and associated eligibility information solely for programmatic, operational, and compliance purposes reasonably related to the Services, including enrollment workflows, eligibility checks, dispatch, measurement and verification, and reporting;
  • (b) handle such data in accordance with the security controls described in the Texture Security & Trust Center and with the data-handling and disclosure limitations in this Agreement;
  • (c) propagate Consent Signals and eligibility status only to those utilities, CCAs, TPDOs, and other Customers that have a reasonable programmatic need to receive such information in connection with a program in which the Device or Site participates; and
  • (d) retain and delete such data in accordance with Section 19.5 (Data Retention) and any applicable legal or regulatory requirements.

6.7 Opt-Out, Revocation, and Change Management.

OEM will promptly notify Texture, via the mechanisms described in the OEM Integration Requirements or other agreed integration interfaces, of any revocation, opt-out, withdrawal, or material change to a Consent Signal or to Enrollment Data, Site metadata, or eligibility status that OEM has previously provided to Texture and that affects a Device or Site's participation in a program, including where an End Customer withdraws consent from a utility, CCA, TPDO, or program operator. Texture will use commercially reasonable efforts, following receipt of such notice, to:

  • (a) update its internal records to reflect the revised consent, enrollment, or eligibility status; and
  • (b) propagate the revised status to the applicable utilities, CCAs, TPDOs, and program operators that are Customers and that rely on such status for program operations.

OEM is responsible for communicating any opt-out or consent changes to the End Customer through OEM's own channels and for ensuring that its own applications and records remain consistent with any revocations or changes that it communicates to Texture. Texture is not responsible for OEM's failure to timely or accurately notify Texture of revocations or changes, and OEM's indemnity obligations under Section 6.5 and Section 16.1 apply to claims arising from such failures.

7. Device Control and Safety – Partner Responsibilities

7.1 Safety Envelope

Partner is solely responsible for defining, implementing, and enforcing the Safety Envelope for each Device and Site. Without limiting the foregoing, Partner will:

  • ensure that all Control Endpoints exposed to the Services are designed such that any valid Control Command received from the Services remains within the Safety Envelope;
  • implement appropriate guardrails, interlocks, and failsafes at the device and cloud levels to prevent unsafe operation, including in the presence of network issues, stale data, or conflicting commands; and
  • ensure that Device behavior in response to Control Commands remains safe across relevant conditions, including but not limited to backup power scenarios, medically critical loads, and other sensitive applications where applicable.

7.2 Control Semantics and Firmware

Partner is solely responsible for:

  • the semantics, interpretation, and effects of Control Commands at the Device and Site level;
  • the design, development, testing, and operation of device firmware and embedded control logic; and
  • ensuring that firmware updates and configuration changes do not render Devices unsafe when controlled via the Services.

Texture may, under a separate addendum, host or distribute firmware images on Partner's behalf, but such hosting or distribution does not transfer responsibility for firmware safety or correctness from Partner to Texture.

7.3 Control Execution Status

Partner will expose to Texture, via its APIs, reasonable feedback about control execution, including success, failure, and relevant error conditions, as described in the OEM Integration Requirements. This information is necessary for audits, safety analysis, and program accountability.

7.4 Program Compatibility

Where Devices participate in demand response programs, virtual power plants, or other grid service offerings, Partner is responsible for ensuring that its APIs and Devices can safely support the expected control patterns and dispatch characteristics of those programs.

8. Device Control and Safety – Texture Responsibilities and Disclaimers

8.1 Orchestration Role

Texture operates at the orchestration layer. Texture:

  • receives or computes schedules and dispatch decisions based on inputs from utilities, CCAs, program operators, TPDOs, and other Customers;
  • in many cases, issues Control Commands in response to external demand response signals, curtailment events, or other grid service requests, or in accordance with program rules defined by Customers; and
  • routes such Control Commands to Partner's Control Endpoints according to the integration and configuration agreed between Partner, Texture, and the relevant Customer.

8.2 No Device-Level Safety

Texture does not design or operate Partner's firmware, device logic, or Safety Envelope and is not responsible for determining whether a particular Control Command is safe for a Device, Site, or End Customer in a given context. Texture relies on the Device state and other information reported by Partner's APIs and on the Safety Envelope implemented by Partner.

8.3 Limited Transformation

Texture may perform formatting, routing, aggregation, or orchestration-layer transformations necessary to route Control Commands, but Texture will not intentionally override or bypass Partner's Safety Envelope or documented safety limits.

8.4 No Warranty of Program Suitability

Texture does not warrant that any particular control pattern, dispatch strategy, or program configuration is suitable for a specific End Customer, Device, or Site. That suitability depends on Device capabilities, installation context, and contracts between the End Customer, Partner, and other market participants.

8.5 Device Behavior Liability Disclaimer

To the maximum extent permitted by law, Texture disclaims all liability for personal injury, property damage, or other harm arising from Device behavior, including where such behavior occurs in response to Control Commands issued through the Services. Partner's obligations under Section 7 and Section 16.1 allocate responsibility for Device behavior and Safety Envelopes to Partner.

9. Data Rights, Site Data, and Use of Customer Data

9.1 Roles and Responsibilities

Partner and its Customers are responsible for having the necessary rights and consents to provide Customer Data (including Telemetry Data and Site Data) to Texture. Texture processes such Customer Data to provide the Services and related functionality.

9.2 Ownership

Texture does not claim ownership over Customer Data. As between the parties, Texture owns Service Data and may use it to operate, secure, and improve the Services.

9.3 Partner's Data Grant

Partner grants Texture a non-exclusive, worldwide, royalty-free license during the term of this Agreement to:

  • receive, store, process, and transmit Customer Data (including Telemetry Data, Site Data, configuration data, and control execution results) for Devices and Sites integrated via Partner's APIs; and
  • use Customer Data as reasonably necessary to:
    • provide and support the Services;
    • run orchestration and dispatch for programs in which those Devices and Sites participate;
    • generate reports, analytics, and alerts for Customers who are authorized to access such data; and
    • maintain and improve the reliability, security, and performance of the Services, including the development of aggregates and derived insights, provided that such use does not result in disclosure of identifiable Customer Data outside the context authorized by the relevant Customer.

9.4 Site Data Requirement

Partner will provide Site Data for each Device integrated with the Services and keep such Site Data reasonably current. Texture may rely on Site Data for:

  • determining applicable utilities, CCAs, and tariffs;
  • assigning Devices to appropriate programs, portfolios, or grid services; and
  • computing program impacts and reporting performance to Customers.

9.5 No Sale of Customer Data

Texture will not sell Customer Data. Texture will not disclose Customer Data to third parties except:

  • to subprocessors and service providers under written obligations of confidentiality and data protection at least as protective as those in this Agreement;
  • as directed or authorized by the Customer (for example, where data is shared among Partner, a utility, and a TPDO participating in a shared program); or
  • as required by law, regulation, or valid legal process.

9.6 TPDO Warranties

If Partner is a TPDO, Partner represents and warrants that:

  • it has all necessary rights, consents, and authorizations from applicable OEMs, utilities, and End Customers to provide Customer Data and Site Data to Texture and to grant the licenses in this Agreement; and
  • its use of OEM API credentials and any sharing of Customer Data with Texture does not violate any agreement or duty it owes to such OEMs, utilities, or End Customers.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including product plans, security information, business and financial information, and Customer Data. Confidential Information does not include information that:

  • is or becomes publicly available without breach of this Agreement;
  • was known to Recipient before its disclosure by Discloser;
  • is received from a third party without breach of any duty; or
  • is independently developed by Recipient without use of Discloser's Confidential Information.

10.2 Protection

Recipient will use the same degree of care it uses to protect its own similar information (but no less than reasonable care) to protect Discloser's Confidential Information and will only use Discloser's Confidential Information to perform its obligations or exercise its rights under this Agreement.

10.3 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient, where legally permitted, gives Discloser reasonable prior notice and cooperates (at Discloser's expense) in any effort to obtain confidential treatment.

Customer Data is Confidential Information of the applicable Customer and Partner, as between Partner and Texture, subject to the licenses granted in this Agreement.

11. Security and Compliance

11.1 Texture Security

Texture will maintain administrative, physical, and technical safeguards for the Services as described in the Texture Security & Trust Center at https://trust.texturehq.com, which may be updated from time to time.

Partner will implement appropriate security measures for its own systems and APIs and will promptly notify Texture of any actual or suspected unauthorized access to Customer Data or credentials used to access the Services.

11.2 Security and Compliance Review

Upon Texture's reasonable request and with at least fifteen (15) days' prior notice (except where shorter notice is required to investigate an actual or suspected security incident), Partner will provide documentation reasonably necessary for Texture to assess Partner's compliance with the security-related requirements in this Agreement and the OEM Integration Requirements. Texture may, no more than once per twelve (12) month period (excluding incident-driven reviews), conduct a remote review of such documentation or Partner's relevant security controls. Nothing in this Section requires on-site audits.

12. Availability, Support and Incident Handling

Texture will use commercially reasonable efforts to make the Integration Services available and to provide documentation and support channels appropriate for Partner's integration. Texture does not commit to specific uptime SLAs for the Integration Services under this Agreement. Partner will provide a named technical contact and escalation path and will promptly notify Texture of outages, degradations, or incidents in its APIs that may affect the Integration Services. The parties will cooperate in good faith to investigate and mitigate incidents, particularly where they affect active demand response events or grid programs.

13. Fees and Payment

Unless the parties agree otherwise in a separate written agreement, Texture will provide the Integration Services to Partner without charge. Any paid OEM services or access to the Platform Services (including enhanced analytics, OEM-facing dashboards, or premium support) will be subject to separate commercial terms in an order form, SOW, or other agreement between Partner and Texture.

14. Proprietary Rights and Feedback

14.1 Ownership

Except for the rights expressly granted in this Agreement, each party retains all right, title, and interest in and to its products, services, technology, and intellectual property. Texture retains all right, title, and interest in and to the Services, including orchestration logic, data models, Workspaces, Collections, and related IP. Partner retains all right, title, and interest in and to its Devices, firmware, and APIs.

14.2 Feedback

If Partner or its personnel provide feedback or suggestions about the Services ("Feedback"), Texture may use that Feedback without restriction and without obligation to Partner.

15. Representations and Warranties

15.1 Mutual

Each party represents and warrants that:

  • it has the corporate power and authority to enter into this Agreement; and
  • its execution and performance of this Agreement will not conflict with or violate any other agreement to which it is a party.

15.2 Partner-Specific

Partner represents and warrants that:

  • it has and will maintain all rights, licenses, consents, and permissions necessary to provide Customer Data and Site Data to Texture and to grant the licenses in this Agreement;
  • its Devices, firmware, and APIs are designed, implemented, and tested in accordance with applicable safety standards and are suitable for use in the scenarios in which Partner makes them available; and
  • it will comply with all laws and regulations applicable to its Devices, APIs, and use of the Services.

16. Indemnification

16.1 Partner Indemnity

Partner will defend, indemnify, and hold harmless Texture and its Affiliates from and against any third-party claims, losses, and reasonable costs (including reasonable attorneys' fees) to the extent arising out of:

  • the design, behavior, or operation of Devices or firmware, including in response to Control Commands sent through the Services;
  • Partner's failure to implement or enforce an adequate Safety Envelope;
  • Partner's failure to provide accurate or timely Site Data where such failure materially contributed to the claim; or
  • if Partner is a TPDO, Partner's lack of authority or rights to provide Customer Data, Site Data, or OEM API access to Texture.

16.2 Texture Indemnity

Texture will defend, indemnify, and hold harmless Partner from and against third-party claims alleging that the Integration Services, as provided by Texture and used in accordance with this Agreement, infringe or misappropriate that third party's intellectual property rights, subject to customary exclusions (including modifications by Partner, combination with non-Texture products, or use in violation of this Agreement).

16.3 Procedure

The party seeking indemnification will provide prompt written notice of the claim (provided that delay will only relieve the indemnifying party of its obligations to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement (except that the indemnifying party may not settle any claim that imposes non-monetary obligations on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.

17. Disclaimers

Except as expressly stated in this Agreement, the Services and Integration Services are provided "as is" and "as available." To the maximum extent permitted by law, Texture disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Texture does not warrant that the Services will be error-free, uninterrupted, or meet Partner's requirements, or that any particular control strategy, dispatch pattern, or program configuration is suitable for a specific Device, Site, or End Customer.

18. Limitation of Liability

18.1 Exclusion of Certain Damages

To the maximum extent permitted by law, neither party will be liable for any lost profits, lost revenues, loss of goodwill, or indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

18.2 Cap

To the maximum extent permitted by law, each party's aggregate liability arising out of or related to this Agreement will not exceed the greater of (a) fifty thousand U.S. dollars (US$50,000) and (b) the total amounts paid by Partner to Texture under any commercial agreement that expressly incorporates this Agreement by reference during the twelve (12) months preceding the event giving rise to the claim.

18.3 Exceptions

The limitations in this Section 18 will not apply to: (a) Partner's indemnity obligations under Section 16.1; (b) Partner's breach of its license restrictions in Section 4.3; or (c) Partner's willful or intentional misuse of the Services. The parties may adjust these carve-outs in the final negotiated version.

19. Suspension and Termination

19.1 Suspension

Texture may suspend Partner's access to the Integration Services (in whole or in part) if:

  • Texture reasonably believes that Partner's integration or use of the Services is unsafe, insecure, or materially degrading the Services;
  • Partner is in material breach of this Agreement or the OEM Integration Requirements; or
  • Texture is required to do so by law, regulation, or a request from a competent authority.

Texture will use reasonable efforts to notify Partner of any suspension and to limit the suspension to the affected components.

19.2 Term

This Agreement will commence on Partner's acceptance (for example, via click-through or signature) and continue until terminated by either party in accordance with this Section 19.

19.3 Termination for Convenience; For Cause

Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice describing the breach.

19.4 Effect of Termination

Upon termination of this Agreement, Partner will cease use of the Integration Services, and Texture will disable or revoke API credentials associated with the Partner integration used to access the Integration Services. Sections that by their nature should survive (including Sections 4.3, 6–10, 14–20) will survive termination.

19.5 Data Retention

Following termination of this Agreement, Texture may continue to process Customer Data as reasonably necessary to perform its obligations to other Customers (for example, utilities or program operators) and to comply with law. To the extent Partner is a Customer of the Services with respect to particular Customer Data, Texture will, upon request and for up to ninety (90) days after termination, make such Customer Data reasonably available for export. After that period, Texture may delete or anonymize such Customer Data from systems used to provide the Services, subject to retention in backups and archives maintained for security, business continuity, and legal purposes.

20. Publicity; Marks; Texture Verified Integration Badge

20.1 Factual Statements

Subject to Texture's trademark guidelines, Partner may make accurate, factual statements that its devices or services "integrate with Texture" or "support integration with the Texture platform," even if the integration is not a Verified Integration, provided Partner does not imply endorsement or certification by Texture.

20.2 Texture Verified Integration Badge

Only Verified Integrations may use the Texture Verified Integration name and badge in marketing materials, documentation, or user interfaces. Texture will provide Partner with badge assets and any applicable branding guidelines.

20.3 Verification Process

Texture will document the Verification Process in its OEM/TPDO documentation or Partner console. Texture may update the Verification Process from time to time. Partner acknowledges that:

  • completion of the Verification Process is optional for use of the Integration Services;
  • Verified Integration status is required to use the Texture Verified Integration badge and to be listed as such in any Texture directories or marketing; and
  • Texture may require re-verification if Partner materially changes its integration.

20.4 Revocation of Verified Status

Texture may revoke Verified Integration status and require Partner to cease use of the Texture Verified Integration badge if:

  • Partner no longer complies with this Agreement or the OEM Integration Requirements;
  • Texture reasonably determines that the integration has become unsafe, unreliable, or materially degraded; or
  • Texture suspends or terminates the integration for safety, security, or other material reasons.

Except where Texture reasonably determines that an immediate revocation is necessary to address a safety, security, or compliance risk, Texture will provide Partner with written notice describing the issue and a thirty (30) day cure period before revoking Verified Integration status.

20.5 Texture Native

"Texture Native" or any similar term used by Texture to describe deeper commercial or backend relationships is reserved to those relationships and is not granted by this Agreement.

21. Governing Law and General

21.1 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws rules.

21.2 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Texture may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

21.3 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

21.4 Entire Agreement

This Agreement, together with the documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements on that subject.

21.5 Amendments

Any amendment to this Agreement must be in writing and signed by both parties, except that Texture may update the incorporated online documents as described in Section 2.2.

21.6 Waiver; Severability

A waiver of any breach must be in writing and will not constitute a waiver of any other breach. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in effect.

21.7 Force Majeure

Neither party will be liable for any delay or failure in performance of its obligations (excluding payment obligations, if any) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, failure of telecommunications or hosting providers, or widespread utility or grid interruptions.

21.8 Venue

The parties agree that any action arising out of or related to this Agreement will be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction and venue of such courts.

21.9 Insurance

Partner will maintain, at its own expense, commercially reasonable insurance coverage appropriate for its business and the risks associated with Devices participating in grid control, which may include general liability, errors and omissions, and cyber liability insurance. Upon Texture's reasonable request, Partner will provide evidence of such coverage.

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