Terms and Conditions

PLEASE READ THE FOLLOWING TXU ENERGY REFER-A-FRIEND PROGRAM TERMS AND CONDITIONS ("PROGRAM TERMS") CAREFULLY BEFORE PARTICIPATING IN THE TXU ENERGY REFER-A-FRIEND PROGRAM (THE "PROGRAM"). PARTICIPATION IN THE PROGRAM CONSTITUTES YOUR ACCEPTANCE OF ALL PROGRAM TERMS.

TXU Energy Retail Company LLC ("TXU Energy") is pleased that you are participating in the Program. Your participation in and use of the Program is strictly subject to the Program Terms, TXU Energy MyAccount terms, and the TXU Energy Privacy Policy. If you have any questions about these Program Terms, TXU Energy MyAccount terms, our Privacy Policy, or any other policies or terms applicable to your participation in the Program, please email us at txuenergy@txu.com.

Program Summary
Existing residential electricity customers of TXU Energy whose electricity accounts are in good standing and who are validly enrolled in and using TXU Energy MyAccount are eligible to participate in the Program. TXU Energy will reward you through prepaid cards for qualified referrals that you provide to TXU Energy who become active TXU Energy residential electricity customers, as further specified below.

Participant Acceptance; Termination
TXU Energy will make all determinations regarding participation in the Program. TXU Energy reserves the right to terminate your participation in the Program or cancel the entire Program at any time for any reason or no reason, to the extent permitted by law, upon written notice to you. Any written notices required or permitted to be given by TXU Energy hereunder may be delivered by email. By participating in the Program, you consent to delivery of all Program-related notices and information by email to the email address you have registered for your TXU Energy MyAccount and acknowledge that you have the necessary equipment (hardware and software) to receive and read such emails.

Qualified Referrals; Rewards
Qualified referrals must (i) be new customers to TXU Energy: for purposes of the Program, "new customer" does not include either (1) a person who is a current or pending residential electricity customer of TXU Energy or (2) a person who was a residential electricity customer of TXU Energy within the 90 days immediately prior to the date of enrollment with TXU Energy; (ii) satisfy all TXU Energy enrollment requirements; (iii) enroll with TXU Energy online by linking to the TXU Energy website through a personal link generated by the TXU Energy Refer-a-Friend Program from your TXU Energy MyAccount (enrollments from personal links not generated through the Program are not eligible for awards); (iv) remain enrolled for at least 90 consecutive days; and (v) have "cookies" enabled on the computer from which the enrollment is executed. Eligible participants and qualified referrals will receive their reward for participation in the Program in the form of a prepaid card or prepaid cards for the qualified referrals. The reward amount of such prepaid cards will be determined based upon TXU Energy’s current offer at the time of the qualified referral's enrollment with TXU Energy. The amount TXU Energy is offering may be changed by TXU Energy at any time prior to enrollment of a qualified referral without notice to you or your referrals. The TXU Energy Refer-a-Friend Program page in TXU Energy MyAccount will contain up-to-date information regarding TXU Energy's then current offer. The prepaid card will be mailed within 4 to 6 weeks following TXU Energy's determination that a qualified referral has met all requirements. Prepaid cards are subject to terms and conditions set by the issuer and may expire according to an expiration date located on the card. By participating in the Program, you agree that TXU Energy shall make the final determination as to whether a person meets all requirements to be considered a qualified referral. Participants in the Program are limited to $599 in referral rewards and other incentives from TXU Energy per calendar year, subject to submission of a completed W-9 form. If you could earn more than approximately $550 in referral rewards and other incentives from TXU Energy, you may be required to complete a W-9 form to participate in the Program or, alternatively, you will be sent a W-9 form which you must complete and return to be eligible to receive rewards or incentives from TXU Energy above the $599 cap per calendar year. From time to time, TXU Energy may offer limited-time promotions which provide for increased incentive rewards. They are subject to change without notice to you by updating the information on the TXU Energy Refer-a-Friend page in TXU Energy MyAccount. You are solely responsible for any and all tax liability arising out of any rewards you are issued. If you are issued more than $599 in referral rewards and other incentives from TXU Energy in a calendar year, TXU Energy will issue a 1099-MISC form reporting the value of the rewards and incentives you received and you will receive a copy.

If you make an endorsement of TXU Energy, you must clearly and conspicuously disclose the fact that you may receive a prepaid card for each successful referral. This is required under the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising and you can be held personally liable for failing to disclose that you may receive an incentive when making an endorsement, or if you make any false statements about TXU Energy or its services. The personal links generated by the Program are not transferrable and are intended only for your personal use; you may not allow others to distribute such links on your behalf. You should only refer people whom you know personally. Failure to abide by these requirements may result in immediate termination of your participation in the Program and forfeiture of any of the Program rewards you may have received.

Program Use
TXU Energy will provide you with access to the Program, which you may use to track your referrals and rewards with respect thereto; provided that your use of the Program is strictly subject to the Program Terms. TXU Energy will update the Program with your account information periodically, including setting forth the email addresses to which you have sent an enrollment request email and whether a particular referral is a qualified referral (indicating that a prepaid card will be issued). TXU Energy is not obligated to, and will not, release to you the reasons why a particular referral has not been deemed a qualified referral.

CAN-SPAM Act Compliance
TXU Energy complies with the federal CAN-SPAM Act and honors requests of consumers and customers who choose to opt out of receiving TXU Energy marketing emails. Accordingly, if you designate a referral email address that has previously opted out of receiving TXU Energy marketing emails, you may be advised that the email address is not eligible to be sent a TXU Energy Refer-a-Friend email.

Confidentiality
In connection with your participation in the Program, you may receive confidential and proprietary information of TXU Energy, including sensitive customer data ("Information"). You will maintain all of such Information in strict confidence and use the Information only in connection with your participation in the Program. Notwithstanding anything to the contrary contained herein, you agree that you will comply with the customer confidentiality provisions set forth in Rule 25.472 of the Public Utility Commission of Texas.
Independent Contractor Relationship.

Your participation in the Program does not authorize you to act on TXU Energy’s, its parent's or their respective affiliates' behalf. Nothing herein is intended or will be construed to constitute or imply a joint venture, employer-employee relationship, partnership or association between you and TXU Energy, its parent or their respective affiliates. By participating in the Program, you acknowledge that you do so at your own risk and as an independent contractor and that TXU Energy is not directing how you perform your obligations hereunder.

Trademarks
Other than with respect to materials provided to in connection with your participation in the Program, your status as a participant in the Program does not entitle you to use any trademarks, copyrighted materials, patents, names, logos or other intellectual property owned or licensed by TXU Energy, its parent or each of their respective affiliates.

Indemnification
By participating in the Program, you agree to and will indemnify and hold TXU Energy, its parent and each of their respective affiliates harmless from and against any and all damages, costs, expenses, claims or liabilities of any kind, including third party claims, whether pending or threatened, including without limitation, attorneys' fees and court costs, incurred by any of them arising out of or related to your participation in the Program or breach of these Program Terms.

Warranty Disclaimers; Limitation of Liability
YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. THE PROGRAM IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER TXU ENERGY, ITS PARENT NOR ANY OF THEIR RESPECTIVE AFFILIATES, THROUGH THESE PROGRAM TERMS, MAKES ANY WARRANTY REGARDING THE PROGRAM, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TXU ENERGY, ITS PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA AS A RESULT OF CLAIMS, WHETHER BROUGHT IN CONTRACT OR TORT, ARISING OUT OF OR CONNECTED WITH THESE PROGRAM TERMS OR THE PROGRAM, EVEN IF TXU ENERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Amendments
These Program Terms may be altered, changed, modified or assigned by TXU Energy at any time by providing notice to you. Your participation in the Program at any time after TXU Energy provides you such notice of changes will constitute your agreement to such changes.

Other Terms and Conditions
These Program Terms are in addition to and do not in any way limit or alter TXU Energy MyAccount terms other terms and conditions or agreements pursuant to which TXU Energy allows you to participate in the Program and/or use TXU Energy MyAccount.

Acceptance and Jurisdiction
By participating in the Program, you agree that you have read, understand and will abide, and be bound, by these Program Terms. These Program Terms shall be governed in all respects in accordance with the laws of the State of Texas without regard to the conflict or choice of law rules thereof. The federal and state courts located in Dallas County, Dallas, Texas shall have exclusive jurisdiction over any dispute arising hereunder and by participating in the Program you consent to same.

General
You may not assign the right to participate in the Program to any other party. TXU Energy may assign these Program Terms or assign or delegate any of its rights or responsibilities hereunder to independent contractors or other third parties. TXU Energy shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and executed by an authorized representative of TXU Energy. No delay or omission by TXU Energy in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

© 2016 TXU Energy Retail Company LLC. All rights reserved.
REP Certificate No. 10004

Revised 01/2014