Annual Report for Licensed Competitive Electricity Providers Page 1 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ CONTACT FOR THIS REPORT David Greenwood David Greenwood Manager, Renewable Portfolio Manager, Renewable Portfolio 203-883-7865 203-883-7865 dgreenwood@criusenergy.com dgreenwood@criusenergy.com Aggregator/Brokers need to complete Questions 2, 3, 4, 7, 9 15, and 16 only 1. Chapter 305 (2)(E)(1)(a) For each service territory served complete the chart shown on Attachment A for both Standard Offer and Non-Standard Offer Sales. (SalesRevenue Tab of Excel Spreadsheet) Please see the attached excel document titled “FairPoint Energy 2015 Excel Report and see tab labeled “Sales – Revenues.” 2. Chapter 305 (2)(E)(1)(c) – enforcement actions: List, with identifying case reference numbers, any enforcement action initiated or concluded against the licensee or an affiliated interest by any federal, state or local agency with respect to the sale of electricity or other energy-related product or service. Public Power LLC – Connecticut, Docket #11-10-06 (October 2011) Prior to Public Power becoming affiliated with Crius Energy, the Connecticut Public Utilities Regulatory Authority (“PURA”) opened Docket 11-10-06 to investigate customer complaints that Public Power may have charged rates in excess of its contracts. PURA found no evidence that Public Power charged rates in excess of its contracts. However, to foster good will, Public Power issued credits to the identified customers. Public Power and the PURA entered into a settlement agreement under which Public Power would make a charitable contribution of $6,000, in lieu of a civil penalty. The Settlement Agreement was submitted to PURA on June 28, 2012 and was formally approved on May 15, 2013. Public Power LLC – Pennsylvania, Docket #M-2012-2257858 (August 2012) Prior to Public Power becoming affiliated with Crius Energy, Public Power was investigated by the Bureau of Investigation and Enforcement of the Pennsylvania Public Utility Commission (“PUC”) for alleged unauthorized customer enrollments during July 2011. It was found that the unauthorized enrollments resulted from a data entry error by a third-party telemarketer acting on behalf of Public Power. Upon discovery of the Annual Report for Licensed Competitive Electricity Providers Page 2 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ mistake, Public Power contacted and worked cooperatively with the utility to rescind the transfers. On December 19, 2013 the PUC unanimously approved a settlement of $64,450 plus customer refunds of $22,161.68. Public Power LLC – Connecticut, Docket #13-02-08 (February 2013) The Public Utilities Regulatory Authority (“PURA”) currently has an open investigation regarding customer complaints that Public Power received during 2012. The vast majority of these complaints were the result of enrollments that took place before the Crius Energy management team took over management of Public Power. The purpose of the investigation is to determine whether Public Power engaged in any unfair or deceptive trade practices. On January 20, 2016, PURA issued a decision finding that Public Power had instituted a series of protocols and policies to improve and better monitor operations and had largely complied with all applicable statutes and regulations, but imposed a penalty of $13,000 for the third party verifications of three customers and the general practice of documenting complaints. Public Power LLC – Pennsylvania, Docket #M-2015-2439492 (October 2015) When Crius Energy took over management of Public Power in January 2013, it made the decision to discontinue a legacy Public Power product (“Legacy Product”). The employee responsible for monitoring the remaining customers on the Legacy Product left his position and as a result Crius Energy was unaware that 50 customers remained on the Legacy Product. The Bureau of Investigation and Enforcement of the Pennsylvania Public Utility Commission (“BIE”) opened an investigation to determine whether customers that had enrolled in the Legacy Product received its full benefit. During the investigation, Public Power discovered that 50 customers had not received the full benefit and proactively issued $6,558.21 in customer refunds. In addition, on October 21, 2015, Public Power entered into a settlement agreement of $72,500, to account for this operational oversight. The Pennsylvania Public Utility Commission must provide final approval of the settlement agreement. TriEagle Energy LP – Texas, Docket #40241 (March 2012) Prior to TriEagle becoming affiliated with Crius Energy, TriEagle received a compliance audit from the Oversight and Enforcement Division of the Public Utility Commission of Texas which found that TriEagle’s online enrollment website, bill and contract documents were missing required elements. TriEagle fully cooperated in the audit and self-reported the majority of the noted violations. On April 27, 2012, the Public Utility Annual Report for Licensed Competitive Electricity Providers Page 3 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ Commission of Texas approved a settlement agreement containing an administrative penalty of $36,000. TriEagle Energy LP – Texas, Docket #42783 (August 2014) Prior to TriEagle becoming affiliated with Crius Energy, the Electric Reliability Council of Texas found that TriEagle failed to retire 89 renewable energy credits by the March 31, 2013 deadline. TriEagle fully cooperated with the Public Utility Commission of Texas’s (“PUCT”) investigation and on October 3, 2014 the PUCT approved an administrative penalty of $4,450 for TriEagle’s oversight. Viridian Energy PA, LLC – Maryland, Case #9255, Order No. 84959 (January 2011) In January 2011, the Staff of the Maryland Public Service Commission filed a complaint against Viridian Energy alleging that Viridian Energy’s independent contractors had violated the Maryland customer protection rules by providing misleading representations in late 2010. On June 7, 2012, the Commission assessed a civil penalty of $60,000 against Viridian Energy, and noted such fine related to instances of past behavior, noting a reduced penalty because Viridian Energy had strengthened its compliance program. Viridian Energy, LLC – Connecticut, Docket #09-04-15RE03 (February 2015) In February 2015, the Public Utilities Regulatory Authority (“PURA”) issued a decision noting that it had received consumer complaints alleging that 1) Viridian automatically renewed customers to a fixed rate contract at the end of a previous contract without customer consent and authorization; and 2) If the consumer cancelled during the renewed contract, an early termination fee was assessed. Viridian provided a response indicating that it complies with Conn. Gen. Stat. §16-245o(h)(8), which allows for autorenewed fixed rate contracts and the assessment of early termination fees on these contracts. On August 12, 2015, PURA issued a final decision finding that Viridian made a good faith effort to comply with the regulations, and that the proceeding revealed there is a need for PURA to establish industry-wide standards so that all licensed electricity suppliers uniformly apply Conn. Gen. Stat. §16-245o(h)(8). PURA requested that Viridian refund all early termination fees where it could not pinpoint the exact date that the customer cancelled, and as a gesture of goodwill Viridian refunded all early termination fees collected from the 121 customers that had cancelled automatically renewed contracts. Annual Report for Licensed Competitive Electricity Providers Page 4 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ 3. Chapter 305 (2) (E)(1)(i) – consumer complaints: The number of customer complaints, by state and customer class, related to the retail sale of electricity or natural gas filed against it at regulatory bodies other than the MPUC over the last 12 months. Please see Attachment 1. 4. Chapter 305 (2)(E)(1)(d) – ownership or control: Report any changes in the licensee’s ownership or control. Please see Attachment 2 for a current corporate organizational chart. Please note in June 2016 the ownership of Crius Energy, LLC by Crius Energy Trust increased to 100%, with no other changes occurring. 5. Chapter 305 (2)(E)(1)(e), Chapter 306(2)(H)(3)(a) – below please list and attach copies of disclosure labels available to customers during the reporting period. Please indicate which class of customers and the time period the label is applicable to. Please see Attachment 3 for the Disclosure Label used in 2015. 6. Chapter 305(4)(c) During 2015, did you use anyone other than Company employees to market your product? If so, please provide detail of the entities marketing your product and a listing of such entities. FairPoint Energy has a strategic business relationship with FairPoint Communications Inc. As a result of this relationship FairPoint Communications employees market the FairPoint Energy product. FairPoint Energy is primarily marketed to existing FairPoint Communications customers through the following methods: 1) Inbound calls made by existing FairPoint Communications customers to FairPoint Communications employees; 2) FairPoint Communications bill inserts that advertise FairPoint Energy; and 3) The FairPoint Energy website (www.fairpointenergy.com). Annual Report for Licensed Competitive Electricity Providers Page 5 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ 7. Do you offer or plan to offer a “green” (either green energy or RECs) product? If so, please provide a description of the product offered and copies of any materials promoting this product. Yes, FairPoint Energy offers a Local Wind product that is supported by local Maine wind RECs. FairPoint Energy does not have specific marketing material for the FairPoint Energy Local Wind product. Customers can find out more about FairPoint’s Local Wind product by going to https://www.fairpointenergy.com/5-reasons-to-switch/ 8. Chapter 305(2)(E)(1)(b and f), Chapter 306(2)(G)(3)(b and c) and Chapter 311 (6)(G)(1 to 4): a. Please provide reports from GIS Administrator for service in the ISO-NE control area that demonstrates compliance with Maine Class I and Class II RPS. 1 Please see the attachments titled “FairPoint Q4 2015 ME RPS 2015 (settled certificates).” b. A description of the resources used to serve customers in the Maritimes control area and information verifying the accuracy of the resource portfolio and the emission characteristics associated with the resource portfolio. Please see the attached excel document titled “FairPoint Energy 2015 Excel Report and see tab labeled “Source of Supply.” c. Complete Attachment C to show the actual source of energy supply used to serve customers in Maine. Please see the attached excel document titled “FairPoint Energy 2015 Excel Report and see tab labeled “Source of Supply.” 1 Entities that have contractual rights to the output of transmission and distribution utility qualifying facility entitlements that have not been provided associated GIS certificates may use the contractual rights to the output of the entitlements to demonstrate compliance with the portfolio requirement. Annual Report for Licensed Competitive Electricity Providers Page 6 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ d. Complete Attachment D to show the GIS certificates (RECs) (or energy) used to meet the Class I and Class II portfolio requirements, the average costs of the GIS certificates (RECs) (or energy) used, and any Alternative Compliance Payments made to meet the Class I Requirements. Please indicate where banked GIS certificates are used to meet current year portfolio requirements. Please see the attached excel document titled “FairPoint Energy 2015 Excel Report and see tab labeled “Portfolio Requirements” 9. Chapter 305(4)(E) - During the year, did you provide or arrange for an electricity product in which the price to the customer varies with changes in energy prices or an energy price index? If so, please indicate whether you provided the market risk disclosure statement in the contract for service with the customer acknowledging the provision by signature or initials or on a document separate from the contract containing only the market risk disclosure statement. Yes, in 2015 FairPoint Energy provided a variable rate product in which the price could fluctuate from month-to-month based on a variety of factors including changes in energy prices. FairPoint Energy provided a market risk disclosure statement as a separate document provided as an attachment to its contract for service. 10. Provide copies of all Terms of Service, applicable with a general customer class, in effect during calendar year 2015, noting the effective date for each and the associated customer class. Please see Attachment 4(a) for the Terms of Service that were used for both commercial and residential customers from July 11, 2015 – September 14, 2015. Please see Attachment 4(b) for the Terms of Service that were used for both commercial and residential customers from September 15, 2015-September 24, 2015. Please see Attachment 4(c) for the Terms of Service that were used for both commercial and residential customers from September 25, 2015 – November 16, 2015. Please see Attachment 4(d) for the Terms of Service that were used for both commercial and residential customers from November 17, 2015 – February 8, 2016. Annual Report for Licensed Competitive Electricity Providers Page 7 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ 11. Chapter 306(2)(G)(3)(d) – if you disaggregate your portfolio, provide the table requested in Item #9 showing any disaggregation during the year. Not applicable. 12. Chapter 311 (6)(G)(1 to 2) – provide the following information: Information required: Total retail MWh sales in Maine Total retail MWh load in Maine including line losses Class 1 Portfolio Requirements: Energy Purchases GIS Certificate Purchases MWhs met by Alternative Compliance Payment To be met in following year per cure period in Chapter 311 §7(A) Class II Portfolio Requirements: Energy Purchases GIS Certificate Purchases To be met in following year per cure period in Chapter 311 §7(A) 13. Total – Megawatt hours Chapter 311 (6) (H) – Officer Certification – Each annual report must contain a certification by a corporate officer that the competitive energy provider has complied with the portfolio requirement and that all eligible GIS certificates or eligible resources used to satisfy the portfolio requirement in Maine have not been used by the competitive electricity provider to satisfy any load obligations in other jurisdictions. Name: Christian McArthur Title: EVP-Procurement, Pricing & Product Engineering (By filing this report in the Commission's CMS, the CEP is certifying that the filing is true and complete and no additional certification is necessary) Annual Report for Licensed Competitive Electricity Providers Page 8 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ 14. Please complete the following tables with the number of customers in Maine during 2015. Average # of Customers per year should be calculated by taking the sum of the number of customers at the end of each month divided by number of months with customers. Respond “None” for service territories when licensed to serve but have had no customer contracts and “N/A” when not licensed to serve that customer class/territory. CMP No. of Months service was provided to Customers during Year Average # of Customers during Year* Number of Customers at Year-end EMERA – Bangor Div No. of Months service was provided to Customers during Year Average # of Customers during Year* Residential Residential Small NonResidential None Medium NonResidential None Large NonResidential None None None None None None None Small NonResidential None Medium NonResidential None Large NonResidential None None None None Annual Report for Licensed Competitive Electricity Providers Page 9 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ Number of Customers at Year-end None None None EMERA – Northern Div No. of Months service was provided to Customers during Year Average # of Customers during Year* Number of Customers at Year-end Residential N/A Small NonResidential N/A Medium NonResidential N/A Large NonResidential N/A N/A N/A N/A N/A N/A N/A N/A N/A Residential N/A Small NonResidential N/A Medium NonResidential N/A Large NonResidential N/A N/A N/A N/A N/A N/A N/A N/A N/A COUS Combined No. of Months service was provided to Customers during Year Average # of Customers during Year* Number of Customers at Year-end 15. The MPUC’s web page includes a listing of competitive electricity providers. http://www.maine.gov/mpuc/electricity/list_of_suppliers.shtml This listing includes a Annual Report for Licensed Competitive Electricity Providers Page 10 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ customer contact person with name, address and telephone number and is also separated by T&D territory and customer class. Please verify the information for your company. Contact Name: Anthony Povio Title: Director, Customer Care Operations Address: 6469 102nd Ave North Pinnellas Park, FL 33782 Telephone: FAX: E-mail: 727-399-6455 N/A support@fairpointenergy.com Please indicate if this information has changed from the current listing: ______ Yes __X______ No a. Complete the following chart providing information on the territories and customer classes served: Customer classes as defined in Ch. 305 §1(B), CEP markets to: Customer Class Residential (§1(B)(20) Small Non-Residential (§1(B)(21) Medium Non-Residential (§1(B)(17) Large Non-Residential (§1(B)(14) Currently Serving Not Serving Licensed to serve but no but plan to in immediate plans to provide next 12 service and not accepting months calls or marketing to class N/A N/A T&D utility territories in which the applicant will do business: [X ] Central Maine Power Company [X] EMERA Maine - Bangor Division [ ] EMERA Maine - Northern Division Annual Report for Licensed Competitive Electricity Providers Page 11 Due July 1, 2016 – TO BE FILED IN CMS ANNUAL REPORT MODULE Year: 2015 CEP Name: _FairPoint Energy, LLC_ ___ ___________________________________________________________________ [ [ [ [ [ [ [ 16. ] ] ] ] ] ] ] Eastern Maine Electric Cooperative Fox Island Electric Cooperative Houlton Water Company Kennebunk Light and Power District Madison Department of Electric Works Swans Island Electric Cooperative Van Buren Light & Power District Maine PUC General Listing – The MPUC maintains an internal listing with contacts who will receive general and specific mailings from the Commission related to it and its specific industry. Provide the following information which will be used to update that information: Regulatory Contact Name: Barbara Clay Title: Chief Legal Officer Address: 1055 Washington Blvd., 7th Floor Stamford, CT 06901 Telephone: 203-663-5079 FAX: 203-663-8397 E-mail: bclay@criusenergy.com If this information has changed, please email the revised information to Maine.PUC@maine.gov. Attachment 1 FAIRPOINT ENERGY MONTH/CUSTOMER ACCOUNT CLASS JURISDICTION GRAND TOTAL ME NH RESIDENTIAL 1 0 1 RESIDENTIAL 0 3 3 RESIDENTIAL 0 1 1 RESIDENTIAL 0 1 1 RESIDENTIAL 0 2 2 RESIDENTIAL 0 3 3 RESIDENTIAL 0 1 1 RESIDENTIAL N/A 0 0 1 1 2 RESIDENTIAL 1 1 2 RESIDENTIAL 0 2 2 2 16 18 JUN-2016 MAR-2016 FEB-2016 JAN-2016 DEC-2015 NOV-2015 OCT-2015 SEP-2015 JUL-2015 JUN-2015 GRAND TOTAL Crius Energy Administrator Inc. (Administrator) Ontario Crius Energy Commercial Trust Trust Operating Company Crius Energy Trust Holding Company Ontario Ontario Crius Energy Holdings, Inc. Market Expansion Crius Energy Australia, Pty Ltd. Australia Ontario Canadian U.S. DE Crius Energy Corporation DE Crius Energy, LLC † 100% 100% LLC NV DE CT LLP Regional Energy Holdings, Inc. Crius Energy Management, LLC Public Power, LLC DE LLC NV LL PA P Viridian Network, LLC Citra, LLC LLP Public Power, LLC (3911142) NV LL NV PA Viridian Energy, LLC Everyday Energy, LLC d/b/a Energy Rewards Public Power, LLC (3933152) NV LLC MD Public Power & Utility of Maryland, LLC LL TriEagle Energy 1, LLC (Holds GP interest) TX NY LL Viridian Energy NY, LLC TriEagle Energy LP NV TriEagle Energy 2, LLC (Holds LP interest) Public Power LLEnergy, LLC NV Cincinnati Bell Energy, LLC NJ Everyday Energy NJ, LLC Viridian Energy PA, LLC NV CT LLC P Energy Solutions Group, LLC People’s Choice Energy, LLC LLC LLC * Note Public Power & Utility of NY, Inc. is not operating and being dissolved. † Crius Energy, LLC is 32.5% Public Power Members and 24.4% Regional Energy Members NV NV NV FairPoint Energy, LLC RESIDENTIAL AND SMALL NON RESIDENTIAL STANDARD OFFER SERVICE CONSUMER INFORMATION ABOUT YOUR ELECTRICITY SUPPLY Electricity suppliers in Maine must, by Maine law, provide fact sheets, or “uniform disclosure labels” from time to time to educate consumers about their electricity service. Your electricity is delivered by Central Maine Power Company and Emera Maine Electric, but the electricity itself is supplied by: This fact sheet provides consumer information about the power sources and air emissions of service provided by this electricity supplier. ________________________________________________________________________________ Power Sources Air Emissions (2015 Projections†) (2015 Projections†) This supplier provided electricity with the following resources: This table compares air emissions from this supplier’s electricity mix to average emission levels from all New England power sources FUEL FairPoint Energy Green FUEL % New England FUEL% Biomass Biodiesel1 Coal Diesel 1.03% 0.00% 2.44% 0.53% 1.03% 0.00% 2.44% 0.53% Digester gas 0.02% 0.02% Efficient Resource (Maine) 0.27% 0.27% Energy Storage 0.00% 0.00% Fuel Cell 0.09% 0.09% Geothermal 0.00% 0.00% Hydroelectric/Hydropower 3,41% 3,41% Hydrokinetic 0.00% 0.00% Jet Landfill gas 0.02% 0.29% 0.02% 0.29% Municipal solid waste 0.59% 0.59% Natural Gas 18.20% 18.20% Nuclear 16.44% 16.44% Oil 3.58% 3.58% Solar Photovoltaic 0.35% 0.35% Solar Thermal 0.00% 0.00% Trash-to-energy 1.04% 1.04% Wind 0.90% 0.90% Wood 0.83% 0.83% Supplier’s Mix (lbs/MWh) New England Mix (lbs/MWh) Carbon Dioxide (CO2) 3311.40 3311.40 Nitrogen Oxide (NOx) 2.99 2.99 Sulfur Dioxide (SO2) 2.84 2.84 Notes: lb/MWh = pounds per Megawatt-hour 1 Megawatt-hour = 1,000 kilowatt-hours _________________________________________________________________________________________________________________________   Additional Information and Required Notes: †FairPoint’s 2015 Projections are based upon the actual ISO-NE data for power sources and air emissions from January 1, 2015 to December 31, 2015. *FAIRPOINT ENERGY GREEN RENEWABLE ENERGY CONTENT— FairPoint purchases Renewable Energy Credits from wind sources, equivalent to 100% of the electricity load used by our customers. For more information on environmental impact, please visit fairpointenergy.com. POWER SOURCES — Maine law requires retail electricity providers to periodically provide information to their customers on the mix of power sources used by the provider to serve their New Hampshire customers’ load. EMISSIONS — Carbon Dioxide (CO2) is released when certain fuels are burned. It is considered a greenhouse gas and a major contributor to global warming. Nitrogen Oxides (NOx) form when certain fuels are burned at high temperatures. They are considered contributors to acid rain and groundlevel ozone (or smog). Sulfur Dioxide (SO2) is formed when fuels containing sulfur are burned. Major health effects associated with SO2 include asthma, respiratory illness and aggravation of existing cardiovascular disease. The production of electricity can produce other harmful emissions and have other environmental impacts. Environmental impacts differ among individual power plants. If you have questions or need further explanation, please call, FairPoint Energy at 1-866-842-1084 or the Maine Public Utilities Commission, toll-free, at 1-866-785-5645. Additional information can also be found at http://www.maine.gov/mpuc. November 2015  MAINE TERMS OF SERVICE You authorize FairPoint Energy, LLC (“Company”), a member of the Crius Energy family of brands, to change your electricity and/or natural gas supplier, as the case may be, to Company and to supply your home or small business with all the Services you need, subject to the eligibility requirements of your local electric or natural gas utility (“Utility”). The Company uses its name under a license agreement with FairPoint Communications Inc. Your Enrollment Documentation, which includes your Welcome Letter, and these Terms of Service create your agreement with the Company (“Agreement”) and supersedes any oral or written statements made in connection with this Agreement or the supply of your Services. Capitalized terms used herein have the meaning ascribed to them as listed within the Agreement as well as in the “Definitions” section herein. 1. SERVICES. Upon successful completion and receipt of all customer enrollment requirements, Company will supply Services for your home or small business. Company is a retail marketer of Services and is not your Utility. Your Utility will continue to deliver Services to your home or small business, read your meter, send your bill and make repairs and charge you for its services related to delivering your commodities. Your Utility will also respond to emergencies and provide other traditional utility services. You understand that you are not required to switch your Services to Company. This Agreement is subject to the eligibility requirements of your Utility and Company may choose not to accept this Agreement for any reason. If you are enrolled in any Utility or government programs, enrolling with Company may impact your participation in these programs. Please check with your Utility or program administrator before enrolling with Company. 2. TERM. Company will begin supplying your Services when the Utility switches your account to Company. Your Agreement will continue for the Term specified in the Enrollment Documentation or herein, and if applicable for the Renewal Term. Your Term is based on monthly billing cycles as determined by your Utility and each monthly billing cycle may not represent a full calendar month. If your Utility bills bimonthly, Company will treat this as two monthly billing cycles. Typically it takes one to two billing cycles for your Service to be switched from your Utility to the Company, but there may be a delay before the Utility switches Services and you understand that Company is not responsible for any such delays. You may receive written notification from your Utility confirming your switch to Company. 3. PRICE. Each month you will pay for the Services you consume. For electricity, your bill will be calculated by multiplying your Rate by the amount of electricity you consumed in kilowatt-hours during the billing cycle, plus any applicable Fees. For natural gas, your bill will be calculated by multiplying your Rate by the amount of natural gas you consumed in ccfs or therms, as applicable, during the billing cycle, plus any applicable Fees. Depending on your Utility’s billing practices, your Rate during the billing cycle may be applied pro rata, resulting in a blended rate of the previous month and the current month Rate. If your price is based on an estimated usage for such Services, the Company has the right to bill you on actual usage when such information is made available and you have the obligation to pay Company for such actual usage amounts. 4. RATE PLAN OPTIONS. a. Fixed Rate. If you selected a fixed rate, the Rate for your Service is the Rate indicated in your Enrollment Documentation and guaranteed not to change for the Term (“Fixed Rate”). b. Variable Rate. If you selected a variable rate, the Rate for your Service for your first billing period is the Rate indicated in your Enrollment Documentation. Variable Rates are set in the Company’s discretion and may vary based on numerous factors, including, but not limited to, the Company’s assessment of applicable market conditions, operation cots, historic and projected supply and hedging costs, prior meter read cycle’s pricing and balancing costs, projected average customer bill amounts and Utility pricing or “price to compare” and applicable pricing reset dates and may include the following additional costs: ancillary services and other ISO costs, capacity costs, transmission costs, line loss costs, RMR costs, credit costs, balancing costs, winter reliability costs, and costs associated with meeting any applicable Renewable Portfolio Standards, and a profit margin 1 determined in the Company’s discretion that may vary from month to month. Your variable Rate will not include taxes, which will be assessed separately, and will not include any fees, taxes or charges directly assessed by the Utility. If you selected a variable rate, the Rate for your Service is the Rate indicated in your Enrollment Documentation and will vary based on (“Variable Rate”). c. Index Rate. If you selected an index rate, the Rate for your Service will be the index Rate indicated in your Enrollment Documentation and will vary in accordance with the terms of the specific index (“Index Rate”). d. Understanding and Selecting Rates. You understand that unless you have been offered a Rate in writing confirmed by the Company that expressly provides otherwise, there are no guaranteed savings and your Rate may be higher or lower than the Utility’s rate in any given month. You can always review existing Service offers to compare your Rate under this Agreement to other current offers by going to your state’s public rate chart. 5. RESCISSION; TERMINATION. You may rescind or terminate this Agreement as provided below. a. Right of Rescission. In compliance with Maine law, you may rescind this Agreement, without fees or penalties of any kind within five (5) business days from the date of personal or electronic delivery of this Agreement (“Rescission Period”) by contacting Company as described in Section 14. b. Terminating Fixed Rate Plans. For residential customers, you may terminate a Fixed Rate plan at any time; provided that, if you terminate after the Rescission Period and before the end of the Term or Renewal Term, the applicable Termination Fee listed in your Enrollment Documentation will apply for the Service you terminate. If you are a small business customer and selected a Fixed Rate, unless otherwise stated in your Enrollment Documentation, your early termination fee for each Service is equal to the Remaining Contract Quantity times the greater of (i) Contract Price less Market price at the time of the Termination, or (ii) $0.02/kWh or Ccf/therm. Remaining Contract Quantity shall mean the total estimated usage for the period remaining in the Fixed Term of this Agreement at the time of termination, based on Buyer’s historical usage or Company’s estimated usage calculated in a commercially reasonable manner. The Market Price for the remainder of the Fixed Term will be determined by Company in a commercially reasonable manner. c. Terminating Variable Rate Plans. You may terminate a Variable Rate Plan at any time and no Termination Fee will apply. d. Terminating Index Rate Plans. You may terminate any Index Rate Plan Services at any time and no Termination Fee will apply. e. Termination Notice; Effect of Termination. To terminate or rescind this Agreement, you must notify Company as detailed in Section 14 or your Utility. Please provide your name, address, phone number, account number and a statement that you are rescinding or terminating the Agreement. Rescission is effective immediately. Termination will be processed immediately but is effective upon your Utility processing your termination and you are obligated to pay for the Services provided pursuant to this Agreement until you are returned to your Utility or alternative supplier. 6. BILLING AND PAYMENT. The Services you purchase from Company will be included in your Utility monthly bill or in a separate invoice from Company. If from the Utility, the Utility will set your payment FPE_ME_ResSC_071115 due date and the payment address. Any bill not paid in full by its due date will incur a late payment fee in accordance with the Utility’s or the Company’s billing and payment policies and procedures. You may be liable for the costs the Company incurs if Company must terminate your Services for failure to pay, such as collection costs or attorney fees. Company shall have the right to setoff and net against any undisputed amounts owed by you under this Agreement, and the Company shall additionally have the right to setoff and net against any deposit or security provided by you pursuant to this Agreement any amounts, charges or damages owed by you to Company. You will be billed and pay Company for the Services based on meter readings, estimated meter readings as applicable, and consumption information that Company receives from your Utility (“Billing Quantity”). For commercial accounts, Company will have the option to adjust the Billing Quantity for fuel and line loss retained by your Utility and interstate transporters from the Purchased Quantities. You are responsible for paying and reimbursing Company for all applicable Fees. If you are tax exempt, you must furnish Company an exemption certificate before your Services commence. Regardless of whether you choose to pursue your dispute with the Maine Public Utility Commission, your right to pursue individual arbitration with the Company will not be impacted under this Agreement as set forth below. You and the Company both agree to resolve Disputes (as defined below) only by arbitration or in small claims court (for qualifying claims), subject to specific exceptions listed herein. There is no judge or jury in arbitration, the procedures may be different, and it is subject to very limited review by a court. An arbitrator, however, can award you the same damages and relief, and must honor the same terms in this Agreement, as a court would. If the law allows for an award of attorneys' fees, an arbitrator can award them too. In addition, you and the Company also both agree that: (a) “Disputes” are any claims or controversies against each other related in any way to, or arising from the Company’s Services, this Agreement, or any related agreements, including but not limited to, billing, services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if it arises after your Services with the Company have terminated. Disputes include any claims that: (i) you bring against the Company or any of its employees, agents, affiliates, or other representatives; (ii) you bring against a third party that are based on, relate to, or arise from the Company’s Services, this Agreement or any related agreements; or (iii) that the Company brings against you. It also includes, but is not limited to, claims related in any way to, or arising from any aspect of the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. 7. CUSTOMER INFORMATION. All authorizations provided herein will remain in effect for the Term and, if applicable, the Renewal Term of this Agreement; however, authorization may be rescinded by you any time by contacting Company. a. Credit Requirement. You authorize Company to review your credit history. If you fail to meet Company’s credit criteria, you understand that Company may refuse or terminate or provide a substitute product. You may be required to promptly provide Credit Enhancements to continue Service if there is a deterioration in your credit rating or a Usage Increase. (b) Except as otherwise provided under Section 14(f) below, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) applies exclusively to this agreement to arbitrate, and this agreement to arbitrate is intended to be broadly interpreted. The arbitrator’s decision and award is final and binding, with some exceptions under the FAA, and judgment on the award may be entered in any court with jurisdiction. b. Customer Information. You authorize Company to obtain your Customer Information from your Utility and, under a confidentiality agreement, share your Customer Information with Company Agents. Company will not otherwise release Customer Information without Customer consent, except as required by law. (c) Prior to initiating arbitration, a party must first send to the other, by certified mail, a written notice of dispute (“Dispute Notice”). The Dispute Notice to the Company should be addressed to the Notice Address listed in Section 14. The Dispute Notice must (i) describe the nature and basis of the claim or Dispute; and (ii) set forth the specific relief sought (“Demand”). If the Company and you do not reach an agreement to resolve the claim within thirty (30) days after the Dispute Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator. 8. RENEWAL NOTICE. For any Fixed Rate plan you have selected, you will receive notice from Company (between thirty and sixty days prior to the end of your Term) that, unless you opt out, you will be automatically enrolled: (i) on the Fixed Rate plan provided in the notice, or (ii) on the Company’s variable plan available at such time and you may cancel at any time without any Termination Fees. Each new renewal period after your initial Term will be deemed a “Renewal Term”. For any Variable Rate plan or Index Rate plan, you will not receive a renewal notice as you have chosen the Company’s variable rate plan that is a month-to-month plan that you may cancel at any time without any Termination Fees, or the Company may cancel by providing you notice as required by law. (d) Unless the parties agree otherwise, the arbitration will be conducted by a single neutral arbitrator and will take place in the county (or parish) of the service address. 9. PHONE COMMUNICATION POLICY. You will be asked by the Company to provide consent to the Company’s Phone Communication Policy. Our policy is that if you provide your phone number, which may include your wireless number, the Company and its Agents may text or call you with autodialed or pre-recorded promotional or product information. Your consent and acceptance of this policy is not a condition of purchase and may be revoked at any time. You may add a telephone number to the national do not call registry by calling 888-382-1222 from the phone you wish to register, or go click on “Register a Phone Number” in the left column of the webpage at www.donotcall.gov. (e) The arbitration will be conducted by: (i) a neutral third party arbitrator mutually agreed upon by you and the Company; or (ii) the American Arbitration Association (the “AAA”). The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this Agreement. Where the terms of this agreement to arbitrate conflict with the AAA Rules, the terms of this agreement to arbitrate shall override and govern. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address for the Company, which is listed in Section 14. The arbitrator is bound by the terms of this agreement to arbitrate. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions 10. DISPUTE PROCEDURES RESOLUTION AND MANDATORY AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS. If you have billing questions or would like to make an inquiry about the Company’s terms of service, you may contact the Company as indicated in Section 14. In the event of a dispute or a disagreement under this Agreement, the parties will use their best efforts to resolve the dispute. If you are not fully satisfied after discussing your dispute with Company, or if you have any questions about consumer protection rights you may contact the Maine Public Utility Commission at 1-800-696-1000. 2 FPE_ME_ResSC_071115 on which the award is based. Upon your request, and you supplying appropriate documentation, the Company will reimburse your administrative costs for the arbitration over and above the costs associated with filing a case in court. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. However, nothing in this paragraph will require or allow you or the Company to arbitrate on a class-wide, representative or consolidated basis. An arbitration award and any judgment confirming it apply exclusively to the specific case. The arbitration award and judgment cannot be used for any other case except to enforce the award itself. Agreement or to contact us generally, you may contact the Company by (i) email, at support@fairpointenergy.com, (ii) mail, at 1055 Washington Boulevard, 7th Floor, Stamford, CT 06901, or (iii) phone, at 1-866-8421084. 15. MISCELLANEOUS. a. Use of Services. You must notify Company if you generate renewable energy or use net metering at your home or small business. If you use net metering, or if there is a Change in Usage, Company reserves the right to modify your Rate or terminate this Agreement and recover costs, if any. In addition, the Company has the right to refuse or terminate Services, and recover costs, if any, if your Service requirements are above the Usage Thresholds. b. Agency and Point of Sale. (i) If you are receiving natural gas service, you hereby designate Company as your agent to: (A) arrange and administer contracts and service arrangements between you and your Utility, and between you and the interstate pipeline transporters of your natural gas (including capacity release, re-release, and recall arrangements); (B) nominate and schedule with the interstate pipelines the transportation of your natural gas from the Sales Points to the Delivery Points, and with your Utility for the transportation of your natural gas from the Delivery Points to your premises; and (C) aggregate your natural gas with the natural supplies of Company’s other customers in order for you to qualify for transportation service and to address and resolve imbalances (if any) during the Term of this Agreement. As your agent, Company will schedule the delivery of a quantity of natural gas at the Sales Points necessary to meet your city gate requirements based on the consumption and other information that Company receives from your Utility. Company, as your agent, will arrange for the transportation of natural gas from the Sales Points to the Delivery Points, and from the Delivery Points to your premises; and (ii) if you are receiving electric service, you hereby designate Company as your agent for the purpose of arranging, contracting for, and administering transmission services (including those provided by your Utility) for the delivery of electricity. c. Title; Risk of Loss. You and Company agree that title to, control of, and risk of loss of the Purchase Quantities supplied under this Agreement will transfer from Company to you at the Sales Points. Company and you agree that transactions under this Agreement are originated and consummated outside the jurisdictional limits of the municipality and county, or other taxing authority where your service address is located. If a taxing authority determines that a gross receipts tax or other tax is applicable to the sale of the electric service or natural gas service under this Agreement, you agree to pay such tax, as invoiced. For commercial customers only: (i) as between Company and you as a commercial customer, you will be deemed to be in exclusive control of the natural gas and/or electricity and responsible for any damage, injury, charges, transportation fees, costs or losses at and after the Sales Points, including, without limitation, any losses that Company incurs that result from having to resell, or its inability to resell, to another party natural gas and/or electricity supplies allocated for you and (ii) as between Company and you, Company will be deemed in exclusive control of the natural gas and/or electricity, and responsible for any damage, injury, charges, transportation fees, costs or losses until the natural gas and/ or electricity is delivered to the Sales Points; provided, however, that in no event shall Company’s liability under this Agreement exceed the difference between the reasonable price of replacing any undelivered natural gas and/or electricity and the price of natural gas and/or electricity under this Agreement. d. Assignment. You may not assign this Agreement without prior written consent of the Company. Company reserves the right to sell, transfer, pledge or assign this Agreement and your account, and related revenues and proceeds for financial purposes or in connection with a sale. This Agreement is binding upon the parties hereto and their respective successors and legal assigns. e. Change in Law/Third Party Charges. This Agreement is subject to any federal, state, local, or utility changes in law, which includes changes in You and the Company each agree that arbitration will only be pursued on an individual basis, and will not be pursued on a classwide, representative or consolidated basis. This Agreement does not allow class, representative or collective arbitrations even if the AAA procedures or rules would. If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then this agreement to arbitrate does not apply and the dispute must be brought in court. (f) You and the Company agree that notwithstanding this agreement to arbitrate, either party may bring qualifying claims in a small claims court. In addition, this arbitration provision does not prevent you from bringing your dispute to the attention of federal, state, or local government agencies (including the Maine Public Utility Commission), and if the law allows, they can seek relief against the Company on your behalf. (g) If for any reason a claim proceeds in court rather than through arbitration, you and the Company agree that there will not be a jury trial. You and the Company unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating in any way to this Agreement or the Services provided by the Company. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court. 11. EMERGENCY. In the event of an emergency such as a power failure, a downed power line, or a natural gas leak, you should call your Utility. If your Utility is Emera Maine, call 1-800-440-1111; Central Power, call 1800-452-4699. You can also call your local emergency personnel at 911 if the emergency warrants. 12. LIMITATIONS OF LIABILITY AND WARRANTY. NEITHER YOU NOR COMPANY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES ARISING FROM A BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST REVENUES. COMPANY DOES NOT GIVE ANY TYPE OF WARRANTY, EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT OF THE LAW, DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR BILLING OR COMMUNICATION ERRORS AFTER 90 DAYS IF YOU DO NOT CONTACT US REGARDING SUCH ERRORS WITHIN 90 DAYS AFTER THE STATEMENT SHOWING THE TRANSACTION HAS BEEN MAILED TO YOU. IF YOU CAN SHOW A GOOD REASON (SUCH AS A LONG TRIP OR HOSPITAL STAY) KEPT YOU FROM INFORMING US, WE MAY EXTEND THE TIME PERIOD. 13. FORCE MAJEURE. Company will not be responsible for supplying Services to you in the event of circumstances beyond Company’s control such as events of force majeure, as defined by your Utility or any transmitting or transportation entity, which includes but is not limited to acts of terrorism, sabotage or acts of God. 14. CONTACTING COMPANY. For any notice required in this 3 FPE_ME_ResSC_071115 legislation, orders, rules, tariffs, regulations, policies, riders, fees, pricing structures, capacity charges, and changes in customer load profiles (each, a “Change in Law”). If there is a Change in Law which results in an increased cost to the Company, Company may terminate this Agreement with notice to you, or adjust your rate based upon such Change in Law. This provision applies to all rate plans, whether fixed, index or variable. f. Governing Law; Venue. To the maximum extent permitted by law, (i) Venue for any lawsuit brought to enforce any term or condition of this Agreement shall lie exclusively in the State of Connecticut; and (ii) the Agreement shall be construed under and shall be governed by the laws of the State of Connecticut without regard to the application of its conflicts of law principles. g. Non-Waiver. The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. h. Severability. If any provision of this Agreement is held unenforceable, then such provision will be automatically modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect. i. Complete Agreement. This Agreement constitutes the final and complete agreement between you and the Company. It is the complete and exclusive expression of the terms and conditions agreed upon for the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. j. Electronic Signatures and Notices. Each party agrees that electronic signatures, whether digital or encrypted, of the parties to execute this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Customer agrees that Company may send Customer notices via electronic means if Customer provides email address or other way of communicating electronically. You have a duty to provide a correct, working email address and update it accordingly; if you fail to do so, you could miss important notices. k. Customer Representation. I am at least 18 years old and fully authorized to enter into this Agreement. I am the authorized account holder or have been given proper and binding authorization to change the Services and enter into this Agreement on behalf of the account holder. l. Change in Terms of Service. You will be provided written notice between 30 and 60 calendar days in advance of a material change in the terms and conditions of this Agreement. Any non-material changes will be reflected in the Terms of Service document available at www.FairPointEnergy.com. m. Environmental Disclosure. Company will provide regularly updated environmental disclosures regarding the known sources of electricity and emissions. These disclosures will be available at: viridian.com. to the Company to establish your credit worthiness. If a deposit is required, before any deposit is taken, Customer will be provided notice as to all terms and conditions on such deposit and the amount and the rate of interest paid on the deposit. “Customer Information” means account contact information, account number, meter number, billing history, payment history, historical and future electricity and natural gas usage, meter readings and characteristics of your electricity and natural gas service. It includes information obtained from the Utility as well as any information that you provide directly to Company or its Agents. “Default” means: (i) failure to maintain credit requirements or provide necessary credit information or Credit Enhancements, (ii) a Usage Threshold event, (iii) a Change in Usage event, or (iv) any material breach of the requirements of, or representations made under, this Agreement. “Delivery Points” means: (i) for natural gas transported by interstate pipelines, the city gate stations of your Utility, and (ii) for electricity, one or more points at which Company, as your agent, has arranged for the delivery of electricity to a third party (such as your Utility) for your account or at your premises. “Enrollment Documentation” means any application or enrollment documents, whether in paper, electronic, internet, phone or otherwise, provided to Customer in order to commence Services, and the Welcome Letter. “Fees” means taxes, fees, assessments, government charges and charges levied by your Utility for transmission and distribution and other services, systems benefit charges, standard cost recovery charges, and taxes, fees and charges levied by Company or any other entity authorized to levy taxes, fees or charges for or related to the Services. This may include, but shall not be limited to, Utility taxes, gross receipts taxes, and sales or use taxes imposed on Company and/or you by federal, state, and/or local authorities that Company passes through to you. “Purchased Quantities” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as applicable. “Rate” means Fixed Rate, Index Rate or Variable Rate, as applicable. “Sales Points” means: (i) for natural gas, a point or points located outside of the State of Maine selected from time to time by Company to assure service reliability, and (ii) for the electricity, a point or points on the ISONE administered transmission system located outside the municipal and county limits of your service address location, selected from time to time by Company to assure service reliability. “Service” or “Services” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as you have selected to be provided to you by Company in your Enrollment Documentation. Not all Services are available in all areas. “Usage Thresholds” means if your usage of Services exceeds, for (i) electricity, peak demand greater than 75kW over any of the past twelve (12) months, or (ii) natural gas, usage exceeds 10,000 ccfs per month or 90,000 ccfs per year or the equivalent therms. DEFINITIONS “Agents” means parties that need to know Customer Information in connection with Services and Company’s affiliates and subcontractors. Customer Contact Information FairPoint Energy, LLC 1055 Washington Boulevard, 7th Floor Stamford, CT 06901 Toll-Free 866-842-1084 Monday through Friday, 8:30am to 6:30pm ET support@fairpointenergy.com www.FairPointEnergy.com “Change in Usage” means a change, or an anticipated or planned change, in the consumption of Services that materially exceeds your historical usage. Commodity Charges” means the charges for basic natural gas supply service which is sold either by volume (ccf or Mcf) or heating value (dekatherms). “Credit Enhancements” means cash escrow or deposit, establishing an ACH debit relationship with Company, or providing other reasonable assurances Maine Public Utilities Commission 4 FPE_ME_ResSC_071115 18 State House Station Augusta, ME 04333-0018 Phone: 207-287-3831; Fax 207-287-1039 TTY Relay: 800-437-1220 Consumer Assistance: 800-452-4699 http://www.maine.gov/mpuc 5 FPE_ME_ResSC_071115 DISCLOSURE OF RISKS AND COSTS ASSOCIATED WITH REAL TIME OR INDEXED ELECTRICITY PRODUCTS Maine regulations require that electricity suppliers, brokers and aggregators provide the following disclosure to customers regarding electricity products in which the prices paid by consumers vary with changes in wholesale electricity prices or an energy price index. Volatility Risk: Electricity prices may be subject to substantial volatility based on economic conditions, fuel prices, seasonal electricity demands, generator outages, weather and other factors. Future Performance: Past results regarding particular electricity products are not necessarily an indication of future results. Additional Costs: Electricity supplied directly through the ISO-NE administered day-ahead and real-time energy markets can involve substantial direct and indirect costs, including but not limited to capacity and ancillary service costs, credit assurances and NEPOOL and ISO expense assessments. In addition, participation in these markets may require processes such as load forecasting, scheduling, and settlement in accordance with ISO-NE market rules. 6 FPE_ME_ResSC_071115 MAINE TERMS OF SERVICE You authorize FairPoint Energy, LLC (“Company”), a member of the Crius Energy family of brands, to change your electricity and/or natural gas supplier, as the case may be, to Company and to supply your home or small business with all the Services you need, subject to the eligibility requirements of your local electric or natural gas utility (“Utility”). The Company uses its name under a license agreement with FairPoint Communications Inc. Your Enrollment Documentation, which includes your Welcome Letter, and these Terms of Service create your agreement with the Company (“Agreement”) and supersedes any oral or written statements made in connection with this Agreement or the supply of your Services. Capitalized terms used herein have the meaning ascribed to them as listed within the Agreement as well as in the “Definitions” section herein. 1. SERVICES. Upon successful completion and receipt of all customer enrollment requirements, Company will supply Services for your home or small business. Company is a retail marketer of Services and is not your Utility. Your Utility will continue to deliver Services to your home or small business, read your meter, send your bill and make repairs and charge you for its services related to delivering your commodities. Your Utility will also respond to emergencies and provide other traditional utility services. You understand that you are not required to switch your Services to Company. This Agreement is subject to the eligibility requirements of your Utility and Company may choose not to accept this Agreement for any reason. If you are enrolled in any Utility or government programs, enrolling with Company may impact your participation in these programs. Please check with your Utility or program administrator before enrolling with Company. 2. TERM. Company will begin supplying your Services when the Utility switches your account to Company. Your Agreement will continue for the Term specified in the Enrollment Documentation or herein, and if applicable for the Renewal Term. Your Term is based on monthly billing cycles as determined by your Utility and each monthly billing cycle may not represent a full calendar month. If your Utility bills bimonthly, Company will treat this as two monthly billing cycles. Typically it takes one to two billing cycles for your Service to be switched from your Utility to the Company, but there may be a delay before the Utility switches Services and you understand that Company is not responsible for any such delays. You may receive written notification from your Utility confirming your switch to Company. The Company may terminate this Agreement by providing you notice as required by law. 3. PRICE. Each month you will pay for the Services you consume. For electricity, your bill will be calculated by multiplying your Rate by the amount of electricity you consumed in kilowatt-hours during the billing cycle, plus any applicable Fees. For natural gas, your bill will be calculated by multiplying your Rate by the amount of natural gas you consumed in ccfs or therms, as applicable, during the billing cycle, plus any applicable Fees. Depending on your Utility’s billing practices, your Rate during the billing cycle may be applied pro rata, resulting in a blended rate of the previous month and the current month Rate. If your price is based on an estimated usage for such Services, the Company has the right to bill you on actual usage when such information is made available and you have the obligation to pay Company for such actual usage amounts. 4. RATE PLAN OPTIONS. a. Fixed Rate. If you selected a fixed rate, the Rate for your Service is the Rate indicated in your Enrollment Documentation for the Term (“Fixed Rate”). b. Variable Rate. If you selected a variable rate, the Rate for your Service for your first billing period is the Rate indicated in your Enrollment Documentation (“Variable Rate”). Variable Rates are set in the Company’s discretion and may vary based on numerous factors, including, but not limited to, the Company’s assessment of applicable market conditions, operation costs, historic and projected supply and hedging costs, prior meter read cycle’s pricing and balancing costs, projected average customer bill amounts and Utility pricing or “price to compare” and applicable pricing reset dates and may include the following additional costs: ancillary services and other ISO costs, capacity costs, transmission costs, line loss costs, RMR costs, credit costs, balancing costs, winter reliability costs, and 1 costs associated with meeting any applicable Renewable Portfolio Standards, and a profit margin determined in the Company’s discretion that may vary from month to month. Your variable Rate will not include taxes, which will be assessed separately, and will not include any fees, taxes or charges directly assessed by the Utility. c. Index Rate. If you selected an index rate, the Rate for your Service will be the index Rate indicated in your Enrollment Documentation and will vary in accordance with the terms of the specific index (“Index Rate”). d. Understanding and Selecting Rates. You understand that unless you have been offered a Rate in writing confirmed by the Company that expressly provides otherwise, there are no guaranteed savings and your Rate may be higher or lower than the Utility’s rate in any given month. You can always review existing Service offers to compare your Rate under this Agreement to other current offers by going to your state’s public rate chart. 5. RESCISSION; TERMINATION. You may rescind or terminate this Agreement as provided below. a. Right of Rescission. In compliance with Maine law, you may rescind this Agreement, without fees or penalties of any kind within five (5) business days from the date of personal or electronic delivery of this Agreement (“Rescission Period”) by contacting Company as described in Section 14. b. Terminating Fixed Rate Plans. For residential customers, you may terminate a Fixed Rate plan at any time; provided that, if you terminate after the Rescission Period and before the end of the Term or Renewal Term, the applicable Termination Fee listed in your Enrollment Documentation will apply for the Service you terminate. If you are a small business customer and selected a Fixed Rate, unless otherwise stated in your Enrollment Documentation, your early termination fee for each Service is equal to the Remaining Contract Quantity times the greater of (i) Contract Price less Market price at the time of the Termination, or (ii) $0.02/kWh or Ccf/therm. Remaining Contract Quantity shall mean the total estimated usage for the period remaining in the Fixed Term of this Agreement at the time of termination, based on Buyer’s historical usage or Company’s estimated usage calculated in a commercially reasonable manner. The Market Price for the remainder of the Fixed Term will be determined by Company in a commercially reasonable manner. c. Terminating Variable Rate Plans. You may terminate a Variable Rate Plan at any time and no Termination Fee will apply unless otherwise detailed in your Enrollment Documentation. d. Terminating Index Rate Plans. You may terminate any Index Rate Plan Services at any time and no Termination Fee will apply. e. Termination Notice; Effect of Termination. To terminate or rescind this Agreement, you must notify Company as detailed in Section 14 or your Utility. Please provide your name, address, phone number, account number and a statement that you are rescinding or terminating the Agreement. Rescission is effective immediately. Termination will be processed immediately but is effective upon your Utility processing your termination and you are obligated to pay for the Services provided pursuant to this Agreement until you are returned to your Utility or alternative supplier. 6. BILLING AND PAYMENT. The Services you purchase from Company will be included in your Utility monthly bill or in a separate invoice from Company. If from the Utility, the Utility will set your payment FPE_ME_ResSC_091515 due date and the payment address. Any bill not paid in full by its due date will incur a late payment fee in accordance with the Utility’s or the Company’s billing and payment policies and procedures. You may be liable for the costs the Company incurs if Company must terminate your Services for failure to pay, such as collection costs or attorney fees. Company shall have the right to setoff and net against any undisputed amounts owed by you under this Agreement, and the Company shall additionally have the right to setoff and net against any deposit or security provided by you pursuant to this Agreement any amounts, charges or damages owed by you to Company. You will be billed and pay Company for the Services based on meter readings, estimated meter readings as applicable, and consumption information that Company receives from your Utility (“Billing Quantity”). For commercial accounts, Company will have the option to adjust the Billing Quantity for fuel and line loss retained by your Utility and interstate transporters from the Purchased Quantities. You are responsible for paying and reimbursing Company for all applicable Fees. If you are tax exempt, you must furnish Company an exemption certificate before your Services commence. you have any questions about consumer protection rights you may contact the Maine Public Utility Commission at 1-800-696-1000. Regardless of whether you choose to pursue your dispute with the Maine Public Utility Commission, your right to pursue individual arbitration with the Company will not be impacted under this Agreement as set forth below. You and the Company both agree to resolve Disputes (as defined below) only by arbitration or in small claims court (for qualifying claims), subject to specific exceptions listed herein. The parties expressly agree that they are waiving their right to sue in court and that arbitration is the parties' sole remedy to resolve disputes. There is no judge or jury in arbitration, the procedures may be different, and it is subject to very limited review by a court. An arbitrator, however, can award you the same damages and relief, and must honor the same terms in this Agreement, as a court would. If the law allows for an award of attorneys' fees, an arbitrator can award them too. In addition, you and the Company also both agree that: (a) “Disputes” are any claims or controversies against each other related in any way to, or arising from the Company’s Services, this Agreement, or any related agreements, including but not limited to, billing, services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if it arises after your Services with the Company have terminated. Disputes include any claims that: (i) you bring against the Company or any of its employees, agents, affiliates, or other representatives; (ii) you bring against a third party that are based on, relate to, or arise from the Company’s Services, this Agreement or any related agreements; or (iii) that the Company brings against you. It also includes, but is not limited to, claims related in any way to, or arising from any aspect of the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. 7. CUSTOMER INFORMATION. All authorizations provided herein will remain in effect for the Term and, if applicable, the Renewal Term of this Agreement; however, authorization may be rescinded by you any time by contacting Company. a. Credit Requirement. You authorize Company to review your credit history. If you fail to meet Company’s credit criteria, you understand that Company may refuse or terminate or provide a substitute product. You may be required to promptly provide Credit Enhancements to continue Service if there is a deterioration in your credit rating or a Usage Increase. b. Customer Information; Privacy Policy. You authorize Company to obtain your Customer Information from your Utility. This Agreement provides authorization for the Company to contact you about our other products and services or share information about your account with any designated partner or with any third-party vendor the Company uses to provide services and rewards to you. The Company reserves the right to share your Customer Information with Company Agents, to the extent permitted by law. (b) Except as otherwise provided under Section 14(f) below, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) applies exclusively to this agreement to arbitrate, and this agreement to arbitrate is intended to be broadly interpreted. The arbitrator’s decision and award is final and binding, with some exceptions under the FAA, and judgment on the award may be entered in any court with jurisdiction. (c) Prior to initiating arbitration, a party must first send to the other, by certified mail, a written notice of dispute (“Dispute Notice”). The Dispute Notice to the Company should be addressed to the Notice Address listed in Section 14. The Dispute Notice must (i) describe the nature and basis of the claim or Dispute; and (ii) set forth the specific relief sought (“Demand”). If the Company and you do not reach an agreement to resolve the claim within thirty (30) days after the Dispute Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator. 8. RENEWAL NOTICE. For any Fixed Rate plan you have selected, you will receive notice from Company (between thirty and sixty days prior to the end of your Term) that, unless you opt out, you will be automatically enrolled: (i) on the Fixed Rate plan provided in the notice, or (ii) on the Company’s variable plan available at such time and you may cancel at any time without any Termination Fees. Each new renewal period after your initial Term will be deemed a “Renewal Term”. For any Variable Rate plan or Index Rate plan, you will not receive a renewal notice as you have chosen the Company’s variable rate plan that is a month-to-month plan that you may cancel, or the Company may cancel by providing you notice as required by law. (d) Unless the parties agree otherwise, the arbitration will be conducted by a single neutral arbitrator and will take place in the county (or parish) of the service address. 9. PHONE COMMUNICATION POLICY. You will be asked by the Company or its agents or affiliates to provide consent to the Company’s Phone Communication Policy. Our policy is that if you provide your phone number, which may include your wireless number, the Company and its Agents may text or call you with autodialed or pre-recorded promotional or product information. Your consent and acceptance of this policy is not a condition of purchase and may be revoked at any time. You may add a telephone number to the national do not call registry by calling 888-3821222 from the phone you wish to register, or go click on “Register a Phone Number” in the left column of the webpage at www.donotcall.gov. (e) The arbitration will be conducted by: (i) a neutral third party arbitrator mutually agreed upon by you and the Company; or (ii) the American Arbitration Association (the “AAA”). The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this Agreement. Where the terms of this agreement to arbitrate conflict with the AAA Rules, the terms of this agreement to arbitrate shall override and govern. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address for the Company, which is listed in Section 14. The arbitrator is bound by the terms of this agreement to arbitrate. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the 10. DISPUTE PROCEDURES RESOLUTION AND MANDATORY AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS. If you have billing questions or would like to make an inquiry about the Company’s terms of service, you may contact the Company as indicated in Section 14. In the event of a dispute or a disagreement under this Agreement, the parties will use their best efforts to resolve the dispute. If you are not fully satisfied after discussing your dispute with Company, or if 2 FPE_ME_ResSC_091515 arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Upon your request, and you supplying appropriate documentation, the Company will reimburse your administrative costs for the arbitration over and above the costs associated with filing a case in court. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. However, nothing in this paragraph will require or allow you or the Company to arbitrate on a class-wide, representative or consolidated basis. An arbitration award and any judgment confirming it apply exclusively to the specific case. The arbitration award and judgment cannot be used for any other case except to enforce the award itself. such as events of force majeure, as defined by your Utility or any transmitting or transportation entity, which includes but is not limited to acts of terrorism, sabotage or acts of God. 14. CONTACTING COMPANY. For any notice required in this Agreement or to contact us generally, you may contact the Company by (i) email, at support@fairpointenergy.com, (ii) mail, at 1055 Washington Boulevard, 7th Floor, Stamford, CT 06901, or (iii) phone, at 1-866-8421084. 15. MISCELLANEOUS. a. Use of Services. You must notify Company if you generate renewable energy or use net metering at your home or small business. If you use net metering, or if there is a Change in Usage, Company reserves the right to modify your Rate or terminate this Agreement and recover costs, if any. In addition, the Company has the right to refuse or terminate Services, and recover costs, if any, if your Service requirements are above the Usage Thresholds. b. Agency and Point of Sale. (i) If you are receiving natural gas service, you hereby designate Company as your agent to: (A) arrange and administer contracts and service arrangements between you and your Utility, and between you and the interstate pipeline transporters of your natural gas (including capacity release, re-release, and recall arrangements); (B) nominate and schedule with the interstate pipelines the transportation of your natural gas from the Sales Points to the Delivery Points, and with your Utility for the transportation of your natural gas from the Delivery Points to your premises; and (C) aggregate your natural gas with the natural supplies of Company’s other customers in order for you to qualify for transportation service and to address and resolve imbalances (if any) during the Term of this Agreement. As your agent, Company will schedule the delivery of a quantity of natural gas at the Sales Points necessary to meet your city gate requirements based on the consumption and other information that Company receives from your Utility. Company, as your agent, will arrange for the transportation of natural gas from the Sales Points to the Delivery Points, and from the Delivery Points to your premises; and (ii) if you are receiving electric service, you hereby designate Company as your agent for the purpose of arranging, contracting for, and administering transmission services (including those provided by your Utility) for the delivery of electricity. c. Title; Risk of Loss. You and Company agree that title to, control of, and risk of loss of the Purchase Quantities supplied under this Agreement will transfer from Company to you at the Sales Points. Company and you agree that transactions under this Agreement are originated and consummated outside the jurisdictional limits of the municipality and county, or other taxing authority where your service address is located. If a taxing authority determines that a gross receipts tax or other tax is applicable to the sale of the electric service or natural gas service under this Agreement, you agree to pay such tax, as invoiced. For commercial customers only: (i) as between Company and you as a commercial customer, you will be deemed to be in exclusive control of the natural gas and/or electricity and responsible for any damage, injury, charges, transportation fees, costs or losses at and after the Sales Points, including, without limitation, any losses that Company incurs that result from having to resell, or its inability to resell, to another party natural gas and/or electricity supplies allocated for you and (ii) as between Company and you, Company will be deemed in exclusive control of the natural gas and/or electricity, and responsible for any damage, injury, charges, transportation fees, costs or losses until the natural gas and/ or electricity is delivered to the Sales Points; provided, however, that in no event shall Company’s liability under this Agreement exceed the difference between the reasonable price of replacing any undelivered natural gas and/or electricity and the price of natural gas and/or electricity under this Agreement. d. Assignment. You may not assign this Agreement without prior written consent of the Company. Company reserves the right to sell, transfer, pledge or assign this Agreement and your account, and related revenues and You and the Company each agree that arbitration will only be pursued on an individual basis, and will not be pursued on a classwide, representative or consolidated basis. This Agreement does not allow class, representative or collective arbitrations even if the AAA procedures or rules would. If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then this agreement to arbitrate does not apply and the dispute must be brought in court. (f) You and the Company agree that notwithstanding this agreement to arbitrate, either party may bring qualifying claims in a small claims court. In addition, this arbitration provision does not prevent you from bringing your dispute to the attention of federal, state, or local government agencies (including the Maine Public Utility Commission), and if the law allows, they can seek relief against the Company on your behalf. (g) If for any reason a claim proceeds in court rather than through arbitration, you and the Company agree that there will not be a jury trial. You and the Company unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating in any way to this Agreement or the Services provided by the Company. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court. 11. EMERGENCY. In the event of an emergency such as a power failure, a downed power line, or a natural gas leak, you should call your Utility. If your Utility is Emera Maine, call 1-800-440-1111; Central Power, call 1800-452-4699. You can also call your local emergency personnel at 911 if the emergency warrants. 12. LIMITATIONS OF LIABILITY AND WARRANTY. NEITHER YOU NOR COMPANY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES ARISING FROM A BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST REVENUES. COMPANY DOES NOT GIVE ANY TYPE OF WARRANTY, EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT OF THE LAW, DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR BILLING OR COMMUNICATION ERRORS AFTER 90 DAYS IF YOU DO NOT CONTACT US REGARDING SUCH ERRORS WITHIN 90 DAYS AFTER THE STATEMENT SHOWING THE TRANSACTION HAS BEEN MAILED TO YOU. IF YOU CAN SHOW A GOOD REASON (SUCH AS A LONG TRIP OR HOSPITAL STAY) KEPT YOU FROM INFORMING US, WE MAY EXTEND THE TIME PERIOD. 13. FORCE MAJEURE. Company will not be responsible for supplying Services to you in the event of circumstances beyond Company’s control 3 FPE_ME_ResSC_091515 proceeds for financial purposes or in connection with a sale. This Agreement is binding upon the parties hereto and their respective successors and legal assigns. e. Change in Law/Third Party Charges. This Agreement is subject to any federal, state, local, or utility changes in law, which includes changes in legislation, orders, rules, tariffs, regulations, policies, riders, fees, pricing structures, capacity charges, and changes in customer load profiles (each, a “Change in Law”). If there is a Change in Law which results in an increased cost to the Company, Company may terminate this Agreement with notice to you, or adjust your rate based upon such Change in Law. This provision applies to all rate plans, whether fixed, index or variable. f. Governing Law; Venue; Waiver of Jury Trial.. To the maximum extent permitted by law, (i) Venue for any lawsuit brought to enforce any term or condition of this Agreement shall lie exclusively in the State of Connecticut, (ii) the Agreement shall be construed under and shall be governed by the laws of the State of Connecticut without regard to the application of its conflicts of law principles, and (iii) EACH OF THE PARTIES HERETO m. Environmental Disclosure. Company will provide regularly updated environmental disclosures regarding the known sources of electricity and emissions. These disclosures will be available at: viridian.com. DEFINITIONS “Agents” means parties that need to know Customer Information in connection with Services and Company’s affiliates and subcontractors. “Change in Usage” means a change, or an anticipated or planned change, in the consumption of Services that materially exceeds your historical usage. Commodity Charges” means the charges for basic natural gas supply service which is sold either by volume (ccf or Mcf) or heating value (dekatherms). “Credit Enhancements” means cash escrow or deposit, establishing an ACH debit relationship with Company, or providing other reasonable assurances to the Company to establish your credit worthiness. If a deposit is required, before any deposit is taken, Customer will be provided notice as to all terms and conditions on such deposit and the amount and the rate of interest paid on the deposit. IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL, ARBITRATION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. “Customer Information” means account contact information, account number, meter number, billing history, payment history, historical and future electricity and natural gas usage, meter readings and characteristics of your electricity and natural gas service. It includes information obtained from the Utility as well as any information that you provide directly to Company or its Agents. g. Non-Waiver. The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. h. Severability. If any provision of this Agreement is held unenforceable, then such provision will be automatically modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect. i. Non-Reliance. You acknowledge that (i) you are not relying on any advice, statements, recommendations or representations of the Company, other than the written representations in this Agreement; (ii) that you understand the risks of entering into this Agreement, including the risk that the Company’s prices may be higher than your Utility’s rates, and you are capable and willing to assume those risks; and (iii) you have made your own decision to enter into this Agreement, after consultation with your own advisors to the extent you deem necessary. j. Complete Agreement. This Agreement constitutes the final and complete agreement between you and the Company. It is the complete and exclusive expression of the terms and conditions agreed upon for the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. k. Electronic Signatures and Notices. Each party agrees that electronic signatures, whether digital or encrypted, of the parties to execute this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Customer agrees that Company may send Customer notices via electronic means if Customer provides email address or other way of communicating electronically. You have a duty to provide a correct, working email address and update it accordingly; if you fail to do so, you could miss important notices. l. Customer Representation. I am at least 18 years old and fully authorized to enter into this Agreement. I am the authorized account holder or have been given proper and binding authorization to change the Services and enter into this Agreement on behalf of the account holder. m. Change in Terms of Service. You will be provided written notice between 30 and 60 calendar days in advance of a material change in the terms and conditions of this Agreement. Any non-material changes will be reflected in the Terms of Service document available at www.FairPointEnergy.com. “Default” means: (i) failure to maintain credit requirements or provide necessary credit information or Credit Enhancements, (ii) a Usage Threshold event, (iii) a Change in Usage event, or (iv) any material breach of the requirements of, or representations made under, this Agreement. “Delivery Points” means: (i) for natural gas transported by interstate pipelines, the city gate stations of your Utility, and (ii) for electricity, one or more points at which Company, as your agent, has arranged for the delivery of electricity to a third party (such as your Utility) for your account or at your premises. “Enrollment Documentation” means any application or enrollment documents, whether in paper, electronic, internet, phone or otherwise, provided to Customer in order to commence Services, and the Welcome Letter. “Fees” means taxes, fees, assessments, government charges and charges levied by your Utility for transmission and distribution and other services, systems benefit charges, standard cost recovery charges, and taxes, fees and charges levied by Company or any other entity authorized to levy taxes, fees or charges for or related to the Services. This may include, but shall not be limited to, Utility taxes, gross receipts taxes, and sales or use taxes imposed on Company and/or you by federal, state, and/or local authorities that Company passes through to you. “Purchased Quantities” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as applicable. “Rate” means Fixed Rate, Index Rate or Variable Rate, as applicable. “Sales Points” means: (i) for natural gas, a point or points located outside of the State of Maine selected from time to time by Company to assure service reliability, and (ii) for the electricity, a point or points on the ISONE administered transmission system located outside the municipal and county limits of your service address location, selected from time to time by Company to assure service reliability. “Service” or “Services” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as you have selected to be provided to you by Company in 4 FPE_ME_ResSC_091515 your Enrollment Documentation. Not all Services are available in all areas. support@fairpointenergy.com www.FairPointEnergy.com “Usage Thresholds” means if your usage of Services exceeds, for (i) electricity, peak demand greater than 75kW over any of the past twelve (12) months, or (ii) natural gas, usage exceeds 10,000 ccfs per month or 90,000 ccfs per year or the equivalent therms. Maine Public Utilities Commission 18 State House Station Augusta, ME 04333-0018 Phone: 207-287-3831; Fax 207-287-1039 TTY Relay: 800-437-1220 Consumer Assistance: 800-452-4699 http://www.maine.gov/mpuc Customer Contact Information FairPoint Energy, LLC 1055 Washington Boulevard, 7th Floor Stamford, CT 06901 Toll-Free 866-842-1084 Monday through Friday, 8:30am to 6:30pm ET 5 FPE_ME_ResSC_091515 DISCLOSURE OF RISKS AND COSTS ASSOCIATED WITH REAL TIME OR INDEXED ELECTRICITY PRODUCTS Maine regulations require that electricity suppliers, brokers and aggregators provide the following disclosure to customers regarding electricity products in which the prices paid by consumers vary with changes in wholesale electricity prices or an energy price index. Volatility Risk: Electricity prices may be subject to substantial volatility based on economic conditions, fuel prices, seasonal electricity demands, generator outages, weather and other factors. Future Performance: Past results regarding particular electricity products are not necessarily an indication of future results. Additional Costs: Electricity supplied directly through the ISO-NE administered day-ahead and real-time energy markets can involve substantial direct and indirect costs, including but not limited to capacity and ancillary service costs, credit assurances and NEPOOL and ISO expense assessments. In addition, participation in these markets may require processes such as load forecasting, scheduling, and settlement in accordance with ISO-NE market rules. 6 FPE_ME_ResSC_091515 MAINE TERMS OF SERVICE You authorize FairPoint Energy, LLC (“Company”), a member of the Crius Energy family of brands, to change your electricity and/or natural gas supplier, as the case may be, to Company and to supply your home or small business with all the Services you need, subject to the eligibility requirements of your local electric or natural gas utility (“Utility”). The Company uses its name under a license agreement with FairPoint Communications Inc. Your Enrollment Documentation, which includes your Welcome Letter, and these Terms of Service create your agreement with the Company (“Agreement”) and supersedes any oral or written statements made in connection with this Agreement or the supply of your Services. Capitalized terms used herein have the meaning ascribed to them as listed within the Agreement as well as in the “Definitions” section herein. 1. SERVICES. Upon successful completion and receipt of all customer enrollment requirements, Company will supply Services for your home or small business. Company is a retail marketer of Services and is not your Utility. Your Utility will continue to deliver Services to your home or small business, read your meter, send your bill and make repairs and charge you for its services related to delivering your commodities. Your Utility will also respond to emergencies and provide other traditional utility services. You understand that you are not required to switch your Services to Company. This Agreement is subject to the eligibility requirements of your Utility and Company may choose not to accept this Agreement for any reason. If you are enrolled in any Utility or government programs, enrolling with Company may impact your participation in these programs. Please check with your Utility or program administrator before enrolling with Company. 2. TERM. Company will begin supplying your Services when the Utility switches your account to Company. Your Agreement will continue for the Term specified in the Enrollment Documentation or herein, and if applicable for the Renewal Term. Your Term is based on monthly billing cycles as determined by your Utility and each monthly billing cycle may not represent a full calendar month. If your Utility bills bimonthly, Company will treat this as two monthly billing cycles. Typically it takes one to two billing cycles for your Service to be switched from your Utility to the Company, but there may be a delay before the Utility switches Services and you understand that Company is not responsible for any such delays. You may receive written notification from your Utility confirming your switch to Company. The Company may terminate this Agreement by providing you notice as required by law. 3. PRICE. Each month you will pay for the Services you consume. For electricity, your bill will be calculated by multiplying your Rate by the amount of electricity you consumed in kilowatt-hours during the billing cycle, plus any applicable Fees. For natural gas, your bill will be calculated by multiplying your Rate by the amount of natural gas you consumed in ccfs or therms, as applicable, during the billing cycle, plus any applicable Fees. Depending on your Utility’s billing practices, your Rate during the billing cycle may be applied pro rata, resulting in a blended rate of the previous month and the current month Rate. If your price is based on an estimated usage for such Services, the Company has the right to bill you on actual usage when such information is made available and you have the obligation to pay Company for such actual usage amounts. 4. RATE PLAN OPTIONS. a. Fixed Rate. If you selected a fixed rate, the Rate for your Service is the Rate indicated in your Enrollment Documentation for the Term (“Fixed Rate”). b. Variable Rate. If you selected a variable rate, the Rate for your Service for your first billing period is the Rate indicated in your Enrollment Variable Rates are set in the Documentation (“Variable Rate”). Company’s discretion and may vary based on numerous factors, including, but not limited to, the Company’s assessment of applicable market conditions, operation costs, historic and projected supply and hedging costs, prior meter read cycle’s pricing and balancing costs, projected average customer bill amounts and Utility pricing or “price to compare” and applicable pricing reset dates and may include the following additional costs: ancillary services and other ISO costs, capacity costs, 1 transmission costs, line loss costs, RMR costs, credit costs, balancing costs, winter reliability costs, and costs associated with meeting any applicable Renewable Portfolio Standards, and a profit margin determined in the Company’s discretion that may vary from month to month. Your variable Rate will not include taxes, which will be assessed separately, and will not include any fees, taxes or charges directly assessed by the Utility. c. Index Rate. If you selected an index rate, the Rate for your Service will be the index Rate indicated in your Enrollment Documentation and will vary in accordance with the terms of the specific index (“Index Rate”). d. Understanding and Selecting Rates. You understand that unless you have been offered a Rate in writing confirmed by the Company that expressly provides otherwise, there are no guaranteed savings and your Rate may be higher or lower than the Utility’s rate in any given month. You can always review existing Service offers to compare your Rate under this Agreement to other current offers by going to your state’s public rate chart. 5. RESCISSION; TERMINATION. You may rescind or terminate this Agreement as provided below. a. Right of Rescission. In compliance with Maine law, you may rescind this Agreement, without fees or penalties of any kind within five (5) business days from the date of personal or electronic delivery of this Agreement (“Rescission Period”) by contacting Company as described in Section 14. b. Terminating Fixed Rate Plans. For residential customers, you may terminate a Fixed Rate plan at any time; provided that, if you terminate after the Rescission Period and before the end of the Term or Renewal Term, the applicable Termination Fee listed in your Enrollment Documentation will apply for the Service you terminate. If you are a small business customer and selected a Fixed Rate, unless otherwise stated in your Enrollment Documentation, your early termination fee for each Service is equal to the Remaining Contract Quantity times the greater of (i) Contract Price less Market price at the time of the Termination, or (ii) $0.02/kWh or Ccf/therm. Remaining Contract Quantity shall mean the total estimated usage for the period remaining in the Fixed Term of this Agreement at the time of termination, based on Buyer’s historical usage or Company’s estimated usage calculated in a commercially reasonable manner. The Market Price for the remainder of the Fixed Term will be determined by Company in a commercially reasonable manner. c. Terminating Variable Rate Plans. You may terminate a Variable Rate Plan at any time and no Termination Fee will apply unless otherwise detailed in your Enrollment Documentation. d. Terminating Index Rate Plans. You may terminate any Index Rate Plan Services at any time and no Termination Fee will apply. e. Termination Notice; Effect of Termination. To terminate or rescind this Agreement, you must notify Company as detailed in Section 14 or your Utility. Please provide your name, address, phone number, account number and a statement that you are rescinding or terminating the Agreement. Rescission is effective immediately. Termination will be processed immediately but is effective upon your Utility processing your termination and you are obligated to pay for the Services provided pursuant to this Agreement until you are returned to your Utility or alternative supplier. FPE_ME_ResSC_092515 6. BILLING AND PAYMENT. The Services you purchase from Company will be included in your Utility monthly bill or in a separate invoice from Company. If from the Utility, the Utility will set your payment due date and the payment address. Any bill not paid in full by its due date will incur a late payment fee in accordance with the Utility’s or the Company’s billing and payment policies and procedures. You may be liable for the costs the Company incurs if Company must terminate your Services for failure to pay, such as collection costs or attorney fees. Company shall have the right to setoff and net against any undisputed amounts owed by you under this Agreement, and the Company shall additionally have the right to setoff and net against any deposit or security provided by you pursuant to this Agreement any amounts, charges or damages owed by you to Company. You will be billed and pay Company for the Services based on meter readings, estimated meter readings as applicable, and consumption information that Company receives from your Utility (“Billing Quantity”). For commercial accounts, Company will have the option to adjust the Billing Quantity for fuel and line loss retained by your Utility and interstate transporters from the Purchased Quantities. You are responsible for paying and reimbursing Company for all applicable Fees. If you are tax exempt, you must furnish Company an exemption certificate before your Services commence. Company’s terms of service, you may contact the Company as indicated in Section 14. In the event of a dispute or a disagreement under this Agreement, the parties will use their best efforts to resolve the dispute. If you are not fully satisfied after discussing your dispute with Company, or if you have any questions about consumer protection rights you may contact the Maine Public Utility Commission at 1-800-696-1000. 7. CUSTOMER INFORMATION. All authorizations provided herein will remain in effect for the Term and, if applicable, the Renewal Term of this Agreement; however, authorization may be rescinded by you any time by contacting Company. (a) “Disputes” are any claims or controversies against each other related in any way to, or arising from the Company’s Services, this Agreement, or any related agreements, including but not limited to, billing, services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if it arises after your Services with the Company have terminated. Disputes include any claims that: (i) you bring against the Company or any of its employees, agents, affiliates, or other representatives; (ii) you bring against a third party that are based on, relate to, or arise from the Company’s Services, this Agreement or any related agreements; or (iii) that the Company brings against you. It also includes, but is not limited to, claims related in any way to, or arising from any aspect of the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. Regardless of whether you choose to pursue your dispute with the Maine Public Utility Commission, your right to pursue individual arbitration with the Company will not be impacted under this Agreement as set forth below. You and the Company both agree to resolve Disputes (as defined below) only by arbitration or in small claims court (for qualifying claims), subject to specific exceptions listed herein. The parties expressly agree that they are waiving their right to sue in court and that arbitration is the parties' sole remedy to resolve disputes. There is no judge or jury in arbitration, the procedures may be different, and it is subject to very limited review by a court. An arbitrator, however, can award you the same damages and relief, and must honor the same terms in this Agreement, as a court would. If the law allows for an award of attorneys' fees, an arbitrator can award them too. In addition, you and the Company also both agree that: a. Credit Requirement. You authorize Company to review your credit history. If you fail to meet Company’s credit criteria, you understand that Company may refuse or terminate or provide a substitute product. You may be required to promptly provide Credit Enhancements to continue Service if there is a deterioration in your credit rating or a Usage Increase. b. Customer Information; Privacy Policy. You authorize Company to obtain your Customer Information from your Utility. This Agreement provides authorization for the Company to contact you about our other products and services or share information about your account with any designated partner or with any third-party vendor the Company uses to provide services and rewards to you. The Company reserves the right to share your Customer Information with Company Agents, to the extent permitted by law. (b) Except as otherwise provided under Section 14(f) below, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) applies exclusively to this agreement to arbitrate, and this agreement to arbitrate is intended to be broadly interpreted. The arbitrator’s decision and award is final and binding, with some exceptions under the FAA, and judgment on the award may be entered in any court with jurisdiction. 8. RENEWAL NOTICE. For any Fixed Rate plan you have selected, you will receive notice from Company (between thirty and sixty days prior to the end of your Term) that, unless you opt out, you will be automatically enrolled: (i) on the Fixed Rate plan provided in the notice, or (ii) on the Company’s variable plan available at such time and you may cancel at any time without any Termination Fees. Each new renewal period after your initial Term will be deemed a “Renewal Term”. For any Variable Rate plan or Index Rate plan, you will not receive a renewal notice as you have chosen the Company’s variable rate plan that is a month-to-month plan that you may cancel, or the Company may cancel by providing you notice as required by law. (c) Prior to initiating arbitration, a party must first send to the other, by certified mail, a written notice of dispute (“Dispute Notice”). The Dispute Notice to the Company should be addressed to the Notice Address listed in Section 14. The Dispute Notice must (i) describe the nature and basis of the claim or Dispute; and (ii) set forth the specific relief sought (“Demand”). If the Company and you do not reach an agreement to resolve the claim within thirty (30) days after the Dispute Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator. 9. PHONE COMMUNICATION POLICY. You will be asked by the Company or its agents or affiliates to provide consent to the Company’s Phone Communication Policy. Our policy is that if you provide your phone number, which may include your wireless number, the Company and its Agents may text or call you with autodialed or pre-recorded promotional or product information. Your consent and acceptance of this policy is not a condition of purchase and may be revoked at any time. You may add a telephone number to the national do not call registry by calling 888-382-1222 from the phone you wish to register, or go click on “Register a Phone Number” in the left column of the webpage at www.donotcall.gov. (d) Unless the parties agree otherwise, the arbitration will be conducted by a single neutral arbitrator and will take place in the county (or parish) of the service address. (e) The arbitration will be conducted by: (i) a neutral third party arbitrator mutually agreed upon by you and the Company; or (ii) the American Arbitration Association (the “AAA”). The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this Agreement. Where the terms of this agreement to arbitrate conflict with the AAA Rules, the terms of this agreement to arbitrate shall override and govern. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the 10. DISPUTE PROCEDURES RESOLUTION AND MANDATORY AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS. If you have billing questions or would like to make an inquiry about the 2 FPE_ME_ResSC_092515 Notice Address for the Company, which is listed in Section 14. The arbitrator is bound by the terms of this agreement to arbitrate. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Upon your request, and you supplying appropriate documentation, the Company will reimburse your administrative costs for the arbitration over and above the costs associated with filing a case in court. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. However, nothing in this paragraph will require or allow you or the Company to arbitrate on a class-wide, representative or consolidated basis. An arbitration award and any judgment confirming it apply exclusively to the specific case. The arbitration award and judgment cannot be used for any other case except to enforce the award itself. THE TRANSACTION HAS BEEN MAILED TO YOU. IF YOU CAN SHOW A GOOD REASON (SUCH AS A LONG TRIP OR HOSPITAL STAY) KEPT YOU FROM INFORMING US, WE MAY EXTEND THE TIME PERIOD. 13. FORCE MAJEURE. Company will not be responsible for supplying Services to you in the event of circumstances beyond Company’s control such as events of force majeure, as defined by your Utility or any transmitting or transportation entity, which includes but is not limited to acts of terrorism, sabotage or acts of God. 14. CONTACTING COMPANY. For any notice required in this Agreement or to contact us generally, you may contact the Company by (i) email, at support@fairpointenergy.com, (ii) mail, at 1055 Washington Boulevard, 7th Floor, Stamford, CT 06901, or (iii) phone, at 1-866-8421084. 15. MISCELLANEOUS. a. Use of Services. You must notify Company if you generate renewable energy or use net metering at your home or small business. If you use net metering, or if there is a Change in Usage, Company reserves the right to modify your Rate or terminate this Agreement and recover costs, if any. In addition, the Company has the right to refuse or terminate Services, and recover costs, if any, if your Service requirements are above the Usage Thresholds. b. Agency and Point of Sale. (i) If you are receiving natural gas service, you hereby designate Company as your agent to: (A) arrange and administer contracts and service arrangements between you and your Utility, and between you and the interstate pipeline transporters of your natural gas (including capacity release, re-release, and recall arrangements); (B) nominate and schedule with the interstate pipelines the transportation of your natural gas from the Sales Points to the Delivery Points, and with your Utility for the transportation of your natural gas from the Delivery Points to your premises; and (C) aggregate your natural gas with the natural supplies of Company’s other customers in order for you to qualify for transportation service and to address and resolve imbalances (if any) during the Term of this Agreement. As your agent, Company will schedule the delivery of a quantity of natural gas at the Sales Points necessary to meet your city gate requirements based on the consumption and other information that Company receives from your Utility. Company, as your agent, will arrange for the transportation of natural gas from the Sales Points to the Delivery Points, and from the Delivery Points to your premises; and (ii) if you are receiving electric service, you hereby designate Company as your agent for the purpose of arranging, contracting for, and administering transmission services (including those provided by your Utility) for the delivery of electricity. c. Title; Risk of Loss. You and Company agree that title to, control of, and risk of loss of the Purchase Quantities supplied under this Agreement will transfer from Company to you at the Sales Points. Company and you agree that transactions under this Agreement are originated and consummated outside the jurisdictional limits of the municipality and county, or other taxing authority where your service address is located. If a taxing authority determines that a gross receipts tax or other tax is applicable to the sale of the electric service or natural gas service under this Agreement, you agree to pay such tax, as invoiced. For commercial customers only: (i) as between Company and you as a commercial customer, you will be deemed to be in exclusive control of the natural gas and/or electricity and responsible for any damage, injury, charges, transportation fees, costs or losses at and after the Sales Points, including, without limitation, any losses that Company incurs that result from having to resell, or its inability to resell, to another party natural gas and/or electricity supplies allocated for you and (ii) as between Company and you, Company will be deemed in exclusive control of the natural gas and/or electricity, and responsible for any damage, injury, charges, transportation fees, costs or losses until the natural gas and/ or electricity is delivered to the Sales Points; provided, however, that in no event shall You and the Company each agree that arbitration will only be pursued on an individual basis, and will not be pursued on a classwide, representative or consolidated basis. This Agreement does not allow class, representative or collective arbitrations even if the AAA procedures or rules would. If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then this agreement to arbitrate does not apply and the dispute must be brought in court. (f) You and the Company agree that notwithstanding this agreement to arbitrate, either party may bring qualifying claims in a small claims court. In addition, this arbitration provision does not prevent you from bringing your dispute to the attention of federal, state, or local government agencies (including the Maine Public Utility Commission), and if the law allows, they can seek relief against the Company on your behalf. (g) If for any reason a claim proceeds in court rather than through arbitration, you and the Company agree that there will not be a jury trial. You and the Company unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating in any way to this Agreement or the Services provided by the Company. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court. 11. EMERGENCY. In the event of an emergency such as a power failure, a downed power line, or a natural gas leak, you should call your Utility. If your Utility is Emera Maine, call 1-855-363-7211; Central Maine Power, call 1-800-696-1000. You can also call your local emergency personnel at 911 if the emergency warrants. 12. LIMITATIONS OF LIABILITY AND WARRANTY. NEITHER YOU NOR COMPANY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES ARISING FROM A BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST REVENUES. COMPANY DOES NOT GIVE ANY TYPE OF WARRANTY, EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT OF THE LAW, DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR BILLING OR COMMUNICATION ERRORS AFTER 90 DAYS IF YOU DO NOT CONTACT US REGARDING SUCH ERRORS WITHIN 90 DAYS AFTER THE STATEMENT SHOWING 3 FPE_ME_ResSC_092515 Company’s liability under this Agreement exceed the difference between the reasonable price of replacing any undelivered natural gas and/or electricity and the price of natural gas and/or electricity under this Agreement. d. Assignment. You may not assign this Agreement without prior written consent of the Company. Company reserves the right to sell, transfer, pledge or assign this Agreement and your account, and related revenues and proceeds for financial purposes or in connection with a sale. This Agreement is binding upon the parties hereto and their respective successors and legal assigns. e. Change in Law/Third Party Charges. This Agreement is subject to any federal, state, local, or utility changes in law, which includes changes in legislation, orders, rules, tariffs, regulations, policies, riders, fees, pricing structures, capacity charges, and changes in customer load profiles (each, a “Change in Law”). If there is a Change in Law which results in an increased cost to the Company, Company may terminate this Agreement with notice to you, or adjust your rate based upon such Change in Law. This provision applies to all rate plans, whether fixed, index or variable. f. Governing Law; Venue; Waiver of Jury Trial.. To the maximum extent permitted by law, (i) Venue for any lawsuit brought to enforce any term or condition of this Agreement shall lie exclusively in the State of Connecticut, (ii) the Agreement shall be construed under and shall be governed by the laws of the State of Connecticut without regard to the application of its conflicts of law principles, and (iii) EACH OF THE important notices. l. Customer Representation. I am at least 18 years old and fully authorized to enter into this Agreement. I am the authorized account holder or have been given proper and binding authorization to change the Services and enter into this Agreement on behalf of the account holder. m. Change in Terms of Service. You will be provided written notice between 30 and 60 calendar days in advance of a material change in the terms and conditions of this Agreement. Any non-material changes will be reflected in the Terms of Service document available at www.FairPointEnergy.com. m. Environmental Disclosure. Company will provide regularly updated environmental disclosures regarding the known sources of electricity and emissions. These disclosures will be available at: viridian.com. DEFINITIONS “Agents” means parties that need to know Customer Information in connection with Services and Company’s affiliates and subcontractors. “Change in Usage” means a change, or an anticipated or planned change, in the consumption of Services that materially exceeds your historical usage. Commodity Charges” means the charges for basic natural gas supply service which is sold either by volume (ccf or Mcf) or heating value (dekatherms). PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL, ARBITRATION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. “Credit Enhancements” means cash escrow or deposit, establishing an ACH debit relationship with Company, or providing other reasonable assurances to the Company to establish your credit worthiness. If a deposit is required, before any deposit is taken, Customer will be provided notice as to all terms and conditions on such deposit and the amount and the rate of interest paid on the deposit. g. Non-Waiver. The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. h. Severability. If any provision of this Agreement is held unenforceable, then such provision will be automatically modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect. i. Non-Reliance. You acknowledge that (i) you are not relying on any advice, statements, recommendations or representations of the Company, other than the written representations in this Agreement; (ii) that you understand the risks of entering into this Agreement, including the risk that the Company’s prices may be higher than your Utility’s rates, and you are capable and willing to assume those risks; and (iii) you have made your own decision to enter into this Agreement, after consultation with your own advisors to the extent you deem necessary. j. Complete Agreement. This Agreement constitutes the final and complete agreement between you and the Company. It is the complete and exclusive expression of the terms and conditions agreed upon for the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. k. Electronic Signatures and Notices. Each party agrees that electronic signatures, whether digital or encrypted, of the parties to execute this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Customer agrees that Company may send Customer notices via electronic means if Customer provides email address or other way of communicating electronically. You have a duty to provide a correct, working email address and update it accordingly; if you fail to do so, you could miss “Customer Information” means account contact information, account number, meter number, billing history, payment history, historical and future electricity and natural gas usage, meter readings and characteristics of your electricity and natural gas service. It includes information obtained from the Utility as well as any information that you provide directly to Company or its Agents. “Default” means: (i) failure to maintain credit requirements or provide necessary credit information or Credit Enhancements, (ii) a Usage Threshold event, (iii) a Change in Usage event, or (iv) any material breach of the requirements of, or representations made under, this Agreement. “Delivery Points” means: (i) for natural gas transported by interstate pipelines, the city gate stations of your Utility, and (ii) for electricity, one or more points at which Company, as your agent, has arranged for the delivery of electricity to a third party (such as your Utility) for your account or at your premises. “Enrollment Documentation” means any application or enrollment documents, whether in paper, electronic, internet, phone or otherwise, provided to Customer in order to commence Services, and the Welcome Letter. “Fees” means taxes, fees, assessments, government charges and charges levied by your Utility for transmission and distribution and other services, systems benefit charges, standard cost recovery charges, and taxes, fees and charges levied by Company or any other entity authorized to levy taxes, fees or charges for or related to the Services. This may include, but shall not be limited to, Utility taxes, gross receipts taxes, and sales or use taxes imposed on Company and/or you by federal, state, and/or local authorities that Company passes through to you. “Purchased Quantities” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as applicable. 4 FPE_ME_ResSC_092515 “Rate” means Fixed Rate, Index Rate or Variable Rate, as applicable. Customer Contact Information FairPoint Energy, LLC 1055 Washington Boulevard, 7th Floor Stamford, CT 06901 Toll-Free 866-842-1084 Monday through Friday, 8:30am to 6:30pm ET support@fairpointenergy.com www.FairPointEnergy.com “Sales Points” means: (i) for natural gas, a point or points located outside of the State of Maine selected from time to time by Company to assure service reliability, and (ii) for the electricity, a point or points on the ISONE administered transmission system located outside the municipal and county limits of your service address location, selected from time to time by Company to assure service reliability. “Service” or “Services” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as you have selected to be provided to you by Company in your Enrollment Documentation. Not all Services are available in all areas. Maine Public Utilities Commission 18 State House Station Augusta, ME 04333-0018 Phone: 207-287-3831; Fax 207-287-1039 TTY Relay: 800-437-1220 Consumer Assistance: 800-452-4699 http://www.maine.gov/mpuc “Usage Thresholds” means if your usage of Services exceeds, for (i) electricity, peak demand greater than 75kW over any of the past twelve (12) months, or (ii) natural gas, usage exceeds 10,000 ccfs per month or 90,000 ccfs per year or the equivalent therms. 5 FPE_ME_ResSC_092515 DISCLOSURE OF RISKS AND COSTS ASSOCIATED WITH REAL TIME OR INDEXED ELECTRICITY PRODUCTS Maine regulations require that electricity suppliers, brokers and aggregators provide the following disclosure to customers regarding electricity products in which the prices paid by consumers vary with changes in wholesale electricity prices or an energy price index. Volatility Risk: Electricity prices may be subject to substantial volatility based on economic conditions, fuel prices, seasonal electricity demands, generator outages, weather and other factors. Future Performance: Past results regarding particular electricity products are not necessarily an indication of future results. Additional Costs: Electricity supplied directly through the ISO-NE administered day-ahead and real-time energy markets can involve substantial direct and indirect costs, including but not limited to capacity and ancillary service costs, credit assurances and NEPOOL and ISO expense assessments. In addition, participation in these markets may require processes such as load forecasting, scheduling, and settlement in accordance with ISO-NE market rules. 6 FPE_ME_ResSC_092515 MAINE TERMS OF SERVICE You authorize FairPoint Energy, LLC (“Company”), a member of the Crius Energy family of brands, to change your electricity and/or natural gas supplier, as the case may be, to Company and to supply your home or small business with all the Services you need, subject to the eligibility requirements of your local electric or natural gas utility (“Utility”). The Company uses its name under a license agreement with FairPoint Communications Inc. Your Enrollment Documentation, which includes your Welcome Letter, and these Terms of Service create your agreement with the Company (“Agreement”) and supersedes any oral or written statements made in connection with this Agreement or the supply of your Services. Capitalized terms used herein have the meaning ascribed to them as listed within the Agreement as well as in the “Definitions” section herein. 1. SERVICES. Upon successful completion and receipt of all customer enrollment requirements, Company will supply Services for your home or small business. Company is a retail marketer of Services and is not your Utility. Your Utility will continue to deliver Services to your home or small business, read your meter, send your bill and make repairs and charge you for its services related to delivering your commodities. Your Utility will also respond to emergencies and provide other traditional utility services. You understand that you are not required to switch your Services to Company and that your Utility offers standard generation service for consumers that do not wish to obtain services from a supplier. This Agreement is subject to the eligibility requirements of your Utility and Company may choose not to accept this Agreement for any reason. If you are enrolled in any Utility or government programs, enrolling with Company may impact your participation in these programs. Please check with your Utility or program administrator before enrolling with Company. 2. TERM. Company will begin supplying your Services when the Utility switches your account to Company. Your Agreement will continue for the Term specified in the Enrollment Documentation or herein, and if applicable for the Renewal Term. Your Term is based on monthly billing cycles as determined by your Utility and each monthly billing cycle may not represent a full calendar month. If your Utility bills bimonthly, Company will treat this as two monthly billing cycles. Typically it takes one to two billing cycles for your Service to be switched from your Utility to the Company, but there may be a delay before the Utility switches Services and you understand that Company is not responsible for any such delays. You may receive written notification from your Utility confirming your switch to Company. The Company may terminate this Agreement by providing you notice as required by law. 3. PRICE. Each month you will pay for the Services you consume. For electricity, your bill will be calculated by multiplying your Rate by the amount of electricity you consumed in kilowatt-hours during the billing cycle, plus any applicable Fees. For natural gas, your bill will be calculated by multiplying your Rate by the amount of natural gas you consumed in ccfs or therms, as applicable, during the billing cycle, plus any applicable Fees. Depending on your Utility’s billing practices, your Rate during the billing cycle may be applied pro rata, resulting in a blended rate of the previous month and the current month Rate. If your price is based on an estimated usage for such Services, the Company has the right to bill you on actual usage when such information is made available and you have the obligation to pay Company for such actual usage amounts. 4. RATE PLAN OPTIONS. a. Fixed Rate. If you selected a fixed rate, the Rate for your Service is the Rate indicated in your Enrollment Documentation for the Term (“Fixed Rate”). b. Variable Rate. If you selected a variable rate, the Rate for your Service for your first billing period is the Rate indicated in your Enrollment Documentation (“Variable Rate”). Variable Rates are set in the Company’s discretion and may vary based on numerous factors, including, but not limited to, the Company’s assessment of applicable market conditions, operation costs, historic and projected supply and hedging costs, prior meter read cycle’s pricing and balancing costs, projected average customer bill amounts and Utility pricing or “price to compare” and applicable pricing reset dates and may include the following additional costs: ancillary services and other ISO costs, capacity costs, transmission costs, line loss costs, RMR costs, credit costs, balancing costs, winter reliability costs, and costs associated with meeting any applicable Renewable Portfolio Standards, and a profit margin determined in the Company’s discretion that may vary from month to month. Your Variable Rate will not include taxes, which will be assessed separately, and will not include any fees, taxes or charges directly assessed by the Utility. Variable Rates are not determined based on a formula or market indices, and there is no limit on how high Variable Rates may go. c. Index Rate. If you selected an index rate, the Rate for your Service will be the index Rate indicated in your Enrollment Documentation and will vary in accordance with the terms of the specific index (“Index Rate”). d. Understanding and Selecting Rates. You understand that unless you have been offered a Rate in writing confirmed by the Company that expressly provides otherwise, there are no guaranteed savings and your Rate may be higher or lower than the Utility’s rate in any given month. You can always review existing Service offers to compare your Rate under this Agreement to other current offers by going to your state’s public rate chart. 5. RESCISSION; TERMINATION. You may rescind or terminate this Agreement as provided below. a. Right of Rescission. In compliance with Maine law, you may rescind this Agreement, without fees or penalties of any kind within five (5) calendar days from the date of personal or electronic delivery of this Agreement (“Rescission Period”) or within eight (8) calendar days from the postmark date of your Welcome Packet containing this Agreement, whichever is earlier, by contacting Company as described in Section 14. b. Terminating Fixed Rate Plans. You may terminate a Fixed Rate plan at any time; provided that, if you terminate after the Rescission Period and before the end of the Term or Renewal Term, the applicable Termination Fee listed in your Enrollment Documentation will apply for the Service you terminate. c. Terminating Variable Rate Plans. You may terminate a Variable Rate Plan at any time and no Termination Fee will apply unless otherwise detailed in your Enrollment Documentation. d. Terminating Index Rate Plans. You may terminate any Index Rate Plan Services at any time and no Termination Fee will apply. e. Termination Notice; Effect of Termination. To terminate or rescind this Agreement, you must notify Company as detailed in Section 14 or your Utility. Please provide your name, address, phone number, account number and a statement that you are rescinding or terminating the Agreement. Rescission is effective immediately. Termination will be processed immediately but is effective upon your Utility processing your termination and you are obligated to pay for the Services provided pursuant to this Agreement until you are returned to your Utility or alternative supplier. 6. BILLING AND PAYMENT. The Services you purchase from Company will be included in your Utility monthly bill or in a separate invoice from Company. If from the Utility, the Utility will set your payment due date and the payment address. Any bill not paid in full by its due date will incur a late payment fee in accordance with the Utility’s or the Company’s billing and FPE_ME_ResSC_111715 1 payment policies and procedures. You may be liable for the costs the Company incurs if Company must terminate your Services for failure to pay, such as collection costs or attorney fees. Company shall have the right to setoff and net against any undisputed amounts owed by you under this Agreement, and the Company shall additionally have the right to setoff and net against any deposit or security provided by you pursuant to this Agreement any amounts, charges or damages owed by you to Company. You will be billed and pay Company for the Services based on meter readings, estimated meter readings as applicable, and consumption information that Company receives from your Utility (“Billing Quantity”). For commercial accounts, Company will have the option to adjust the Billing Quantity for fuel and line loss retained by your Utility and interstate transporters from the Purchased Quantities. You are responsible for paying and reimbursing Company for all applicable Fees. If you are tax exempt, you must furnish Company an exemption certificate before your Services commence. 7. CUSTOMER INFORMATION. All authorizations provided herein will remain in effect for the Term and, if applicable, the Renewal Term of this Agreement; however, authorization may be rescinded by you any time by contacting Company. a. Credit Requirement. You authorize Company to review your credit history. If you fail to meet Company’s credit criteria, you understand that Company may refuse or terminate or provide a substitute product. You may be required to promptly provide Credit Enhancements to continue Service if there is a deterioration in your credit rating or a Usage Increase. b. Customer Information; Privacy Policy. You authorize Company to obtain your Customer Information from your Utility. This Agreement provides authorization for the Company to contact you about our other products and services or share information about your account with any designated partner or with any third-party vendor the Company uses to provide services and rewards to you. The Company reserves the right to share your Customer Information with Company Agents, to the extent permitted by law. 8. RENEWAL NOTICE. For any Fixed Rate plan you have selected, you will receive notice from Company (between thirty and sixty days prior to the end of your Term) that, unless you opt out, you will be automatically enrolled: (i) on the Fixed Rate plan provided in the notice, or (ii) on the Company’s variable plan available at such time and you may cancel at any time without any Termination Fees. Each new renewal period after your initial Term will be deemed a “Renewal Term”. For any Variable Rate plan or Index Rate plan, you will not receive a renewal notice as you have chosen the Company’s variable rate plan that is a month-to-month plan that you may cancel, or the Company may cancel by providing you notice as required by law. 9. PHONE COMMUNICATION POLICY. You will be asked by the Company or its agents or affiliates to provide consent to the Company’s Phone Communication Policy. Our policy is that if you provide your phone number, which may include your wireless number, the Company and its Agents may text or call you with autodialed or pre-recorded promotional or product information. Your consent and acceptance of this policy is not a condition of purchase and may be revoked at any time. You may add a telephone number to the national do not call registry by calling 888-382-1222 from the phone you wish to register, or go click on “Register a Phone Number” in the left column of the webpage at www.donotcall.gov. 10. DISPUTE PROCEDURES RESOLUTION AND MANDATORY AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS. If you have billing questions or would like to make an inquiry about the Company’s terms of service, you may contact the Company as indicated in Section 14. In the event of a dispute or a disagreement under this Agreement, the parties will use their best efforts to resolve the dispute. If you are not fully satisfied after discussing your dispute with Company, or if you have any questions about consumer protection rights you may contact the Maine Public Utility Commission at 1-800-696-1000. Regardless of whether you choose to pursue your dispute with the Maine Public Utility Commission, your right to pursue individual arbitration with the Company will not be impacted under this Agreement as set forth below. You and the Company both agree to resolve Disputes (as defined below) only by arbitration or in small claims court (for qualifying claims), subject to specific exceptions listed herein. The parties expressly agree that they are waiving their right to sue in court and that arbitration is the parties' sole remedy to resolve disputes. There is no judge or jury in arbitration, the procedures may be different, and it is subject to very limited review by a court. An arbitrator, however, can award you the same damages and relief, and must honor the same terms in this Agreement, as a court would. If the law allows for an award of attorneys' fees, an arbitrator can award them too. In addition, you and the Company also both agree that: (a) “Disputes” are any claims or controversies against each other related in any way to, or arising from the Company’s Services, this Agreement, or any related agreements, including but not limited to, billing, services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if it arises after your Services with the Company have terminated. Disputes include any claims that: (i) you bring against the Company or any of its employees, agents, affiliates, or other representatives; (ii) you bring against a third party that are based on, relate to, or arise from the Company’s Services, this Agreement or any related agreements; or (iii) that the Company brings against you. It also includes, but is not limited to, claims related in any way to, or arising from any aspect of the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. (b) Except as otherwise provided under Section 14(f) below, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) applies exclusively to this agreement to arbitrate, and this agreement to arbitrate is intended to be broadly interpreted. The arbitrator’s decision and award is final and binding, with some exceptions under the FAA, and judgment on the award may be entered in any court with jurisdiction. (c) Prior to initiating arbitration, a party must first send to the other, by certified mail, a written notice of dispute (“Dispute Notice”). The Dispute Notice to the Company should be addressed to the Notice Address listed in Section 14. The Dispute Notice must (i) describe the nature and basis of the claim or Dispute; and (ii) set forth the specific relief sought (“Demand”). If the Company and you do not reach an agreement to resolve the claim within thirty (30) days after the Dispute Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator. (d) Unless the parties agree otherwise, the arbitration will be conducted by a single neutral arbitrator and will take place in the county (or parish) of the service address. (e) The arbitration will be conducted by: (i) a neutral third party arbitrator mutually agreed upon by you and the Company; or (ii) the American Arbitration Association (the “AAA”). The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this Agreement. Where the terms of this agreement to arbitrate conflict with the AAA Rules, the terms of this agreement to arbitrate shall override and govern. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address for the Company, which is listed in Section 14. The arbitrator is bound by the terms of this agreement to arbitrate. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Upon your request, and you supplying appropriate documentation, the Company will reimburse your administrative costs for the arbitration over and above the costs associated with filing a case in court. 2 FPE_ME_ResSC_111715 If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. However, nothing in this paragraph will require or allow you or the Company to arbitrate on a class-wide, representative or consolidated basis. An arbitration award and any judgment confirming it apply exclusively to the specific case. The arbitration award and judgment cannot be used for any other case except to enforce the award itself. You and the Company each agree that arbitration will only be pursued on an individual basis, and will not be pursued on a classwide, representative or consolidated basis. This Agreement does not allow class, representative or collective arbitrations even if the AAA procedures or rules would. If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then this agreement to arbitrate does not apply and the dispute must be brought in court. (f) You and the Company agree that notwithstanding this agreement to arbitrate, either party may bring qualifying claims in a small claims court. In addition, this arbitration provision does not prevent you from bringing your dispute to the attention of federal, state, or local government agencies (including the Maine Public Utility Commission), and if the law allows, they can seek relief against the Company on your behalf. (g) If for any reason a claim proceeds in court rather than through arbitration, you and the Company agree that there will not be a jury trial. You and the Company unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating in any way to this Agreement or the Services provided by the Company. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court. 11. EMERGENCY. In the event of an emergency such as a power failure, a downed power line, or a natural gas leak, you should call your Utility. If your Utility is Emera Maine, call 1-855-363-7211; Central Maine Power, call 1-800-696-1000. You can also call your local emergency personnel at 911 if the emergency warrants. 12. LIMITATIONS OF LIABILITY AND WARRANTY. NEITHER YOU NOR COMPANY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES ARISING FROM A BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST REVENUES. COMPANY DOES NOT GIVE ANY TYPE OF WARRANTY, EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT OF THE LAW, DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR BILLING OR COMMUNICATION ERRORS AFTER 90 DAYS IF YOU DO NOT CONTACT US REGARDING SUCH ERRORS WITHIN 90 DAYS AFTER THE STATEMENT SHOWING THE TRANSACTION HAS BEEN MAILED TO YOU. IF YOU CAN SHOW A GOOD REASON (SUCH AS A LONG TRIP OR HOSPITAL STAY) KEPT YOU FROM INFORMING US, WE MAY EXTEND THE TIME PERIOD. 13. FORCE MAJEURE. Company will not be responsible for supplying Services to you in the event of circumstances beyond Company’s control such as events of force majeure, as defined by your Utility or any transmitting or transportation entity, which includes but is not limited to acts of terrorism, sabotage or acts of God. 14. CONTACTING COMPANY. For any notice required in this Agreement or to contact us generally, you may contact the Company by (i) email, at support@fairpointenergy.com, (ii) mail, at 1055 Washington Boulevard, 7th Floor, Stamford, CT 06901, or (iii) phone, at 1-866-842-1084 from 8:30 am to 6:30 pm EST. 15. MISCELLANEOUS. a. Use of Services. You must notify Company if you generate renewable energy or use net metering at your home or small business. If you use net metering, or if there is a Change in Usage, Company reserves the right to modify your Rate or terminate this Agreement and recover costs, if any. In addition, the Company has the right to refuse or terminate Services, and recover costs, if any, if your Service requirements are above the Usage Thresholds. b. Agency and Point of Sale. (i) If you are receiving natural gas service, you hereby designate Company as your agent to: (A) arrange and administer contracts and service arrangements between you and your Utility, and between you and the interstate pipeline transporters of your natural gas (including capacity release, re-release, and recall arrangements); (B) nominate and schedule with the interstate pipelines the transportation of your natural gas from the Sales Points to the Delivery Points, and with your Utility for the transportation of your natural gas from the Delivery Points to your premises; and (C) aggregate your natural gas with the natural supplies of Company’s other customers in order for you to qualify for transportation service and to address and resolve imbalances (if any) during the Term of this Agreement. As your agent, Company will schedule the delivery of a quantity of natural gas at the Sales Points necessary to meet your city gate requirements based on the consumption and other information that Company receives from your Utility. Company, as your agent, will arrange for the transportation of natural gas from the Sales Points to the Delivery Points, and from the Delivery Points to your premises; and (ii) if you are receiving electric service, you hereby designate Company as your agent for the purpose of arranging, contracting for, and administering transmission services (including those provided by your Utility) for the delivery of electricity. c. Title; Risk of Loss. You and Company agree that title to, control of, and risk of loss of the Purchase Quantities supplied under this Agreement will transfer from Company to you at the Sales Points. Company and you agree that transactions under this Agreement are originated and consummated outside the jurisdictional limits of the municipality and county, or other taxing authority where your service address is located. If a taxing authority determines that a gross receipts tax or other tax is applicable to the sale of the electric service or natural gas service under this Agreement, you agree to pay such tax, as invoiced. For commercial customers only: (i) as between Company and you as a commercial customer, you will be deemed to be in exclusive control of the natural gas and/or electricity and responsible for any damage, injury, charges, transportation fees, costs or losses at and after the Sales Points, including, without limitation, any losses that Company incurs that result from having to resell, or its inability to resell, to another party natural gas and/or electricity supplies allocated for you and (ii) as between Company and you, Company will be deemed in exclusive control of the natural gas and/or electricity, and responsible for any damage, injury, charges, transportation fees, costs or losses until the natural gas and/ or electricity is delivered to the Sales Points; provided, however, that in no event shall Company’s liability under this Agreement exceed the difference between the reasonable price of replacing any undelivered natural gas and/or electricity and the price of natural gas and/or electricity under this Agreement. d. Assignment. You may not assign this Agreement without prior written consent of the Company. Company reserves the right to sell, transfer, pledge or assign this Agreement and your account, and related revenues and proceeds for financial purposes or in connection with a sale. This Agreement is binding upon the parties hereto and their respective successors and legal assigns. e. Change in Law/Third Party Charges. This Agreement is subject to any federal, state, local, or utility changes in law, which includes changes in legislation, orders, rules, tariffs, regulations, policies, riders, fees, pricing structures, capacity charges, and changes in customer load profiles (each, a “Change in Law”). If there is a Change in Law which results in an increased cost to the Company, Company may terminate this Agreement with notice to you, or adjust your rate based upon such Change in Law. This provision applies to all rate plans, whether fixed, index or variable. f. Governing Law; Venue; Waiver of Jury Trial. To the maximum extent permitted by law, (i) Venue for any lawsuit brought to enforce any term or 3 FPE_ME_ResSC_111715 condition of this Agreement shall lie exclusively in the State of Connecticut, (ii) the Agreement shall be construed under and shall be governed by the laws of the State of Connecticut without regard to the application of its conflicts of law principles, and (iii) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL, ARBITRATION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. g. Non-Waiver. The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. h. Severability. If any provision of this Agreement is held unenforceable, then such provision will be automatically modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect. i. Non-Reliance. You acknowledge that (i) you are not relying on any advice, statements, recommendations or representations of the Company, other than the written representations in this Agreement; (ii) that you understand the risks of entering into this Agreement, including the risk that the Company’s prices may be higher than your Utility’s rates, and you are capable and willing to assume those risks; and (iii) you have made your own decision to enter into this Agreement, after consultation with your own advisors to the extent you deem necessary. j. Complete Agreement. This Agreement constitutes the final and complete agreement between you and the Company. It is the complete and exclusive expression of the terms and conditions agreed upon for the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. k. Electronic Signatures and Notices. Each party agrees that electronic signatures, whether digital or encrypted, of the parties to execute this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Customer agrees that Company may send Customer notices via electronic means if Customer provides email address or other way of communicating electronically. You have a duty to provide a correct, working email address and update it accordingly; if you fail to do so, you could miss important notices. l. Customer Representation. I am at least 18 years old and fully authorized to enter into this Agreement. I am the authorized account holder or have been given proper and binding authorization to change the Services and enter into this Agreement on behalf of the account holder. m. Change in Terms of Service. You will be provided written notice between 30 and 60 calendar days in advance of any change in the terms and conditions of this Agreement and must affirmatively consent to any such changes. Any non-material changes will be reflected in the Terms of Service document available at www.FairPointEnergy.com. n. Environmental Disclosure. Company will provide regularly updated environmental disclosures regarding the known sources of electricity and emissions. These disclosures will be available at: viridian.com. DEFINITIONS “Agents” means parties that need to know Customer Information in connection with Services and Company’s affiliates and subcontractors. “Change in Usage” means a change, or an anticipated or planned change, in the consumption of Services that materially exceeds your historical usage. Commodity Charges” means the charges for basic natural gas supply service which is sold either by volume (ccf or Mcf) or heating value (dekatherms). “Credit Enhancements” means cash escrow or deposit, establishing an ACH debit relationship with Company, or providing other reasonable assurances to the Company to establish your credit worthiness. If a deposit is required, before any deposit is taken, Customer will be provided notice as to all terms and conditions on such deposit and the amount and the rate of interest paid on the deposit. “Customer Information” means account contact information, account number, meter number, billing history, payment history, historical and future electricity and natural gas usage, meter readings and characteristics of your electricity and natural gas service. It includes information obtained from the Utility as well as any information that you provide directly to Company or its Agents. “Default” means: (i) failure to maintain credit requirements or provide necessary credit information or Credit Enhancements, (ii) a Usage Threshold event, (iii) a Change in Usage event, or (iv) any material breach of the requirements of, or representations made under, this Agreement. “Delivery Points” means: (i) for natural gas transported by interstate pipelines, the city gate stations of your Utility, and (ii) for electricity, one or more points at which Company, as your agent, has arranged for the delivery of electricity to a third party (such as your Utility) for your account or at your premises. “Enrollment Documentation” means any application or enrollment documents, whether in paper, electronic, internet, phone or otherwise, provided to Customer in order to commence Services, the Welcome Letter., and Contract Summary. “Fees” means taxes, fees, assessments, government charges and charges levied by your Utility for transmission and distribution and other services, systems benefit charges, standard cost recovery charges, and taxes, fees and charges levied by Company or any other entity authorized to levy taxes, fees or charges for or related to the Services. This may include, but shall not be limited to, Utility taxes, gross receipts taxes, and sales or use taxes imposed on Company and/or you by federal, state, and/or local authorities that Company passes through to you. “Purchased Quantities” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as applicable. “Rate” means Fixed Rate, Index Rate or Variable Rate, as applicable. “Sales Points” means: (i) for natural gas, a point or points located outside of the State of Maine selected from time to time by Company to assure service reliability, and (ii) for the electricity, a point or points on the ISO-NE administered transmission system located outside the municipal and county limits of your service address location, selected from time to time by Company to assure service reliability. “Service” or “Services” means all the electricity or natural gas supply, or any combination of the two, that Company must purchase for your home or small business, as you have selected to be provided to you by Company in your Enrollment Documentation. Not all Services are available in all areas. “Usage Thresholds” means if your usage of Services exceeds, for (i) electricity, peak demand greater than 75kW over any of the past twelve (12) months, or (ii) natural gas, usage exceeds 10,000 ccfs per month or 90,000 ccfs per year or the equivalent therms. Customer Contact Information FairPoint Energy, LLC 1055 Washington Boulevard, 7th Floor Stamford, CT 06901 Toll-Free 866-842-1084 Monday through Friday, 8:30am to 6:30pm ET support@fairpointenergy.com www.FairPointEnergy.com Maine Public Utilities Commission 18 State House Station Augusta, ME 04333-0018 Phone: 207-287-3831; Fax 207-287-1039 4 FPE_ME_ResSC_111715 TTY Relay: 800-437-1220 Consumer Assistance: 800-452-4699 http://www.maine.gov/mpuc DISCLOSURE OF RISKS AND COSTS ASSOCIATED WITH REAL TIME OR INDEXED ELECTRICITY PRODUCTS Maine regulations require that electricity suppliers, brokers and aggregators provide the following disclosure to customers regarding electricity products in which the prices paid by consumers vary with changes in wholesale electricity prices or an energy price index. Volatility Risk: Electricity prices may be subject to substantial volatility based on economic conditions, fuel prices, seasonal electricity demands, generator outages, weather and other factors. Future Performance: Past results regarding particular electricity products are not necessarily an indication of future results. Additional Costs: Electricity supplied directly through the ISO-NE administered day-ahead and real-time energy markets can involve substantial direct and indirect costs, including but not limited to capacity and ancillary service costs, credit assurances and NEPOOL and ISO expense assessments. In addition, participation in these markets may require processes such as load forecasting, scheduling, and settlement in accordance with ISO-NE market rules. 5 FPE_ME_ResSC_111715