Legal

EV Connect Website Terms & Conditions

Last Updated: January 2021

The following terms and conditions govern all use of the EV Connect website (the “Website”) and all content, services and products available at or through the website. The Website is owned and operated by EV Connect, Inc. (“EV Connect”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, EV Connect’s Privacy Policy) and procedures that may be published from time to time on the Website by EV Connect (collectively, the “Agreement”).

Please read this Agreement carefully before navigating or using the Website. By navigating or using any part of the Website, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you must stop accessing the Website and may not use any services. If these terms and conditions are considered an offer by EV Connect, acceptance is expressly limited to these terms.

1.     Your EV Connect Account. If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account.

2.     Responsibility of Contributors. If you post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• The downloading, copying and use of the Content will not infringe the proprietary or intellectual property rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

• If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;

• You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

• The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

• The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

• The Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;

• The Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;

• You are not named in the Content in a manner that misleads readers into thinking that you are another person or company. For example, your name is not the name of a person other than yourself or company other than your own;

• You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by EV Connect or otherwise.

• By submitting Content to EV Connect for inclusion on our Website, you grant EV Connect a world-wide, royalty-free, transferrable, sub-licensable and non-exclusive license to reproduce, modify, adapt and publish the Content in any manner and for any purpose that is not in breach of applicable law. If you delete Content, EV Connect will use commercially reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

• Without limiting any of those representations or warranties, EV Connect has the right (though not the obligation) to, in EV Connect’s sole discretion (i) refuse or remove any content that, in EV Connect’s reasonable opinion, violates any EV Connect policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in EV Connect’s sole discretion. EV Connect will have no obligation to provide a refund of any amounts previously paid.

3.     Responsibility of Website Visitors. EV Connect has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, EV Connect does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. EV Connect disclaims any responsibility for any harm resulting from the use by you of the Website, or from any downloading by you of content there posted.

4.     Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which EV Connect links, and that link to EV Connect. EV Connect does not have any control over those websites and webpages, and is not responsible for their contents or their use. By linking to a non-EV Connect website or webpage, EV Connect does not represent or imply that it endorses such website or webpage or that such website or webpage is safe for use. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. EV Connect disclaims any responsibility for any harm resulting from your use of non-EV Connect websites and webpages.

5.     Copyright Infringement. If you believe that material located on or linked to by EV Connect violates your copyright or other intellectual property rights, you are encouraged to notify EV Connect. EV Connect will respond to all such notices, including as required or if appropriate, by removing the infringing material or disabling all links to the infringing material. If you infringe or repeatedly infringe the copyrights or other intellectual property rights of EV Connect or others, EV Connect may, in its discretion, terminate or deny your access to and use of the Website. In the case of such termination, EV Connect will have no obligation to provide a refund of any amounts previously paid to EV Connect.

6.     Intellectual Property. This Agreement does not transfer from EV Connect to you any EV Connect or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with EV Connect. EV Connect, the EV Connect logo, and all other trademarks, service marks, graphics and logos used in connection with EV Connect or the Website, are trademarks or registered trademarks of EV Connect or EV Connect’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any EV Connect or third-party trademarks.

7.     Changes. EV Connect reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. EV Connect will modify the “Last Updated” date on this page when a change is made. In the event of any material changes to this Agreement, EV Connect will prominently place a notice of such change on its Website. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. EV Connect may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

8.     Termination. EV Connect may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your EV Connect account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9.     Disclaimer of Warranties. THE FOLLOWING DISCLAIMER OF WARRANTIES DOES NOT APPLY TO RESIDENTS OF QUEBEC OR SASKATCHEWAN. The Website is provided “as is”. EV Connect and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither EV Connect nor its suppliers and licensors, makes any warranty that the Website will be accurate, free from malware, secure, error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

10.  Limitation of Liability. In no event will EV Connect, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, indirect, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use, loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to EV Connect under this Agreement during the twelve (12) month period prior to the cause of action. EV Connect shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

11.  General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the EV Connect Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, province, territory, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

12.  Indemnification. You agree to indemnify and hold harmless EV Connect, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, liabilities, actions, damages, injuries, claims, costs and expenses, including reasonable fees, arising out of your use of the Website, including but not limited to your Content, your violation of this Agreement or breach of a representation or warranty made by you under this Agreement.

13.  Miscellaneous. This Agreement constitutes the entire agreement between EV Connect and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of EV Connect, or by the posting by EV Connect of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the Courts of the Province of Ontario sitting in the City of Toronto. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and reasonable fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Any such waiver must be in writing and signed by an authorized executive of EV Connect. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; EV Connect may assign its rights under this Agreement without condition or consent. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Last Updated: June 2023

Introduction

1.1 EV Connect is committed to safeguarding the privacy of our website visitors and mobile application users.  This policy details how EV Connect will treat your personal information.

1.2 By using the EV Connect mobile app and/or any of the EV Connect websites or portal, you are consenting to the collection, use and disclosure of your personal information in accordance with the terms and conditions of this policy.  You consent to our use of cookies and the collection of location based information in accordance with the terms of this policy.

2. Collecting personal information

2.1 EV Connect may collect the following kinds of personal information from you using the following methods: 

• Information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths);

• Information that you provide to us when registering with our website, user portals or mobile applications (including your email address, mobile phone number and other contact information);

• Information that you provide when completing your profile on our website, user portals or mobile apps (including your name, profile pictures, gender, date of birth, vehicle information and employment details, if any);

• Information that you provide to us for the purpose of subscribing to our email notifications and/or newsletters (including your name and email address);

• Information that you provide to us when using the services on our website or mobile app or that is generated in the course of the use of EV Connect’s services (including vehicle information, the timing, frequency and pattern of EV charging, location data);

• Information relating to any purchases you make of EV Connect goods and services or any other transactions that you enter into through our website, user portal or mobile apps (including name, contact details, and transaction details but excluding credit card information);

• Information that you post to our website for publication on the internet (including your user name, your profile pictures and the content of your posts);

• Information contained in or relating to any communication that you send to EV Connect or send through the EV Connect website, user portals or mobile apps (including your name, telephone number, email, location, the communication content and metadata associated with the communication); and

• any other personal information that you choose to send to or otherwise share with EV Connect.

2.2 You hereby consent to and acknowledge that EV Connect ULC may transfer your personal information: (i) outside of Canada (whereby your personal information will be treated in accordance with applicable foreign laws) for the purpose of storage and other uses of your personal information by us or on our behalf; and (ii) between Canadian provinces and territories (whereby your personal information will be treated in accordance with applicable laws of the provinces and/or territories to which it is transferred) for the purpose of storage and other uses of your personal information by us or on our behalf.

2.3 Before you disclose to EV Connect the personal information of another person, you must obtain that person’s consent to collection, use, disclosure and the processing of that personal information in accordance with this policy and you hereby represent and warrant to EV Connect that you have obtained such consent.

3. Using personal information

3.1 Personal information submitted to EV Connect through our website, user portals or mobile apps will be used for the purposes specified in this policy or on the relevant pages of the website.

3.2 EV Connect may use your personal information to: 

• Administer our website and business;

• Personalize the EV Connect website, user portals and mobile apps for you;

• Enable your use of the services available on the EV Connect website, user portals and mobile apps;

• Send you goods purchased through the EV Connect website, user portals and mobile apps;

• Supply to you services purchased through the EV Connect website, user portals and mobile apps;

• Send statements, invoices and payment reminders to you, and collect payments from you;

• Send you non-marketing commercial communications;

• Send you email notifications that you have specifically requested;

• Send you email newsletters, if you have requested it (you can inform us at any time if you no longer require the newsletter);

• Send you marketing communications relating to the EV Connect business or the businesses of affiliated third parties which we think may be of interest to you, by post or, where you have specifically agreed to this, by email or similar technology (you can inform us at any time if you no longer require marketing communications);

• Provide third parties with anonymized statistical information about our users ;

• Deal with enquiries and complaints made by or about you relating to your use of EV Connect’s services;

• Keep EV Connect’s website, user portals and mobile app secure and prevent fraud; and

• Verify compliance with the terms and conditions governing the use of EV Connect’s website, user portals or mobile apps.

3.3 If you submit personal information for publication on the EV Connect website or mobile apps, EV Connect will publish and otherwise use that information in accordance with the license you grant to us under our Terms and Conditions.

3.4 EV Connect will not, without your express consent, supply your personal information to any third party for the purpose of their or any other third party’s direct marketing.

3.5 All EV Connect website and mobile app financial transactions are handled through our payment services provider, Braintree.  You can review the provider’s privacy policy at www.braintree.com. EV Connect will share information with its payment services provider only to the extent necessary for the purposes of processing payments you make via the EV Connect website or mobile apps, refunding such payments and dealing with complaints and queries relating to such payments and refunds.

4. Disclosing personal information

4.1 EV Connect may disclose your personal information to any of its employees, officers, insurers, professional advisers, agents, suppliers, service providers, or subcontractors insofar as reasonably necessary for the purposes set out in this policy, including for processing.

4.2 EV Connect may disclose your personal information to any member of our group of companies (this means our subsidiaries, affiliates, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes set out in this policy.

4.3 EV Connect may disclose your personal information: 

• to the extent that it is required to do so by law pursuant to a warrant or court order;

• in connection with any ongoing or prospective legal proceedings;

• in order to establish, exercise or defend EV Connect’s legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk); and

• To the purchaser (or prospective purchaser) of any business or asset that we are (or are contemplating) selling.

4.4 Except as provided in this policy, EV Connect will not provide your personal information to third parties.

5. International data transfers

5.1 Information that EV Connect collects may be stored, accessed, processed, and transferred outside of Canada, in any of the countries in which we operate, or in which the entities listed in sections 4.1  and 4.2 operate, in order to enable us to use the information in accordance with this policy.

5.2 Personal information that you publish on EV Connect’s website or submit for publication on EV Connect’s website may be available, via the internet, around the world. EV Connect cannot prevent the use or misuse of such information by others.

5.3 You expressly agree to the transfers of personal information described in this Section.

6. Retaining personal information

6.1 This section sets out EV Connect’s data retention policies and procedure, which are designed to help ensure that EV Connect complies with legal obligations in relation to the retention and deletion of personal information.

6.2 Personal information that EV Connect collects for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes. EV Connect will then delete or anonymize your personal information.

6.3 Notwithstanding the other provisions of this section, EV Connect will retain documents (including electronic documents) containing personal data: 

• to the extent that EV Connect is required to do so by law;

• if EV Connect believes that the documents may be relevant to any ongoing or prospective legal proceedings; and

• in order to establish, exercise or defend EV Connect’s legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk).

7. Security of personal information

7.1 EV Connect will take reasonable physical, technical and organizational precautions to prevent the loss, misuse or alteration of your personal information.

7.2 EV Connect will store all the personal information that we collect about you on our secure (password- and firewall-protected) servers.

7.3 All electronic financial transactions entered into through EV Connect websites or mobile apps will be protected by encryption technology.

7.4 You acknowledge that the transmission of information over the internet is inherently insecure, and EV Connect cannot guarantee the security of data sent over the internet.

7.5 You are responsible for keeping the password you use for accessing EV Connect website and mobile apps confidential; EV Connect will not ask you for your password (except when you log in to our website).

8. Amendments

8.1 EV Connect may update this policy from time to time by publishing a new version on our website and updating the “Last Updated” date above.

8.2 EV Connect will notify you of any material changes to this policy by email, SMS or within our mobile apps, or by publishing a prominent notice on its website.

9 .Your rights

9.1 You may instruct EV Connect to provide you with any personal information EV Connect holds about you; provision of such information will be subject to: 

• the payment of a fee (currently fixed at CA$25.00); and

• the supply of appropriate evidence of your identity (for this purpose, EV Connect will usually accept a photocopy of your passport plus an original copy of a utility bill showing your current address).

9.2 EV Connect may withhold personal information that you request to the extent permitted by law.

9.3 You may instruct EV Connect at any time not to process your personal information for marketing purposes.

9.4 In practice, you will usually either expressly agree in advance to EV Connect use of your personal information for marketing purposes, or EV Connect will provide you with an opportunity to opt out of the use of your personal information for marketing purposes.

10. Third party websites

10.1 EV Connect’s website includes hyperlinks to, and details of, third party websites.

10.2 EV Connect has no control over, and are not responsible for, the privacy policies and practices of third parties.

11. Updating information

11.1 Please let EV Connect know if the personal information that we hold about you needs to be corrected or updated. You may request that EV Connect modify or correct any personal information that it holds about you for accuracy.

12. Our details

12.1 The EV Connect website, user portals and mobiles apps are owned and operated by EV Connect, Inc.

12.2 EV Connect is registered in California and Delaware and our registered office is located .615 N. Nash St, Suite 203, El Segundo CA 90245.

12.3 You can contact EV Connect’s Privacy Officer:

• By mail, using the address above;

• Using contact form within the EV Connect website or mobile apps;

• By telephone, at the contact number posted on the EV Connect website; or

• By email, at info@evconnect.ca

Please click here to view EV Connect’s Purchase Order Terms and Conditions.

1. EV CLOUD SUBSCRIPTION SERVICE AND SUPPORT

1.1 As soon as commercially reasonable, the parties shall undertake completion of the Initial Commissioning. As used herein, “Initial Commissioning” means the integration of the EV Cloud Subscription Service with any new or pre-existing electric vehicle service equipment for which Customer has purchased the EV Cloud Subscription Service.

1.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the EV Cloud Subscription Service in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify an administrative user name and password for Customer’s administrative access of the EV Cloud Subscription Service (“Admin Portal”).

1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the EV Cloud Subscription Service or any software, documentation or data related to the EV Cloud Subscription Service (“Software”); modify, translate, or create derivative works based on the EV Cloud Subscription Service or any Software (except to the extent expressly permitted by Company or authorized within the EV Cloud Subscription Service); use the EV Cloud Subscription Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; interfere with disrupt the integrity of the EV Cloud Subscription Service; or remove any proprietary notices or labels. Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such EV Cloud Subscription Service and Software during the Term only in connection with the EV Cloud Subscription Service.

2.2 Customer represents, covenants, and warrants that Customer will use the EV Cloud Subscription Service only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations, including but not limited to regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of EV Cloud Subscription Service. Although Company has no obligation to monitor Customer’s use of the EV Cloud Subscription Service, Company may do so and may prohibit any use of the EV Cloud Subscription Service it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and infrastructure needed to connect to, access or otherwise use the EV Cloud Subscription Service (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, Customer passwords (including but not limited to administrative passwords for the Admin Portal) and files, and for all uses of Customer account or the Equipment.

2.4 Customer represents and warrants that it has the power and authority to (i) enter into and be bound by this Agreement, and (ii) utilize, without restriction, the electricity connected to its electric vehicle service equipment.

2.5 Customer is solely responsible for setting the rates of any Base Session Fees and Driver Discounts (as those terms are defined in Section 4.1) and maintaining the accuracy of its contact information in the Admin Portal.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the EV Cloud Subscription Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the EV Cloud Subscription Service (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the EV Cloud Subscription Service or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the EV Cloud Subscription Service and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services, such as custom API development (“Implementation Services”) or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the EV Cloud Subscription Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the EV Cloud Subscription Service for other development, diagnostic and corrective purposes in connection with the EV Cloud Subscription Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. CONSIDERATION; PAYMENT OF FEES; FINANCIAL LIABILITIES

4.1 As used in this Section 4, the following definitions shall apply:
(i) “Base Session Fees” means the gross fees charged to Drivers for Drivers’ use of Customer’s electric vehicle service equipment, according to the pricing policy designated by Customer via the Admin Portal, less any Driver Discounts.
(ii) “Charge Backs” means any costs or loss incurred by Company in connection with the expected collection of the Base Session Fees, including but not limited to payment reversals, chargeback fees or refunds issued to Drivers.
(iii) “Driver Discounts” means any applicable discounts to charging session rates that have been designated by the Customer via the Admin Portal.
(iv) “Drivers” means end users that have created an account with Company to utilize Customer’s electric vehicle service equipment that has been integrated with the EV Cloud Subscription Service.
(v) “Net Deficit” means the quarterly sum of the (a) Transaction Fees, (b) Charge Backs, and (c) Tax and Compliance Costs less the Base Session Fees.
(vi) “Net Session Fees” means the quarterly Base Session Fees less the quarterly sum of the (a) Transaction Fees, (b) Charge Backs, associated Portal Fees, if applicable, and (c) Tax and Compliance Costs.
(vii) “Portal Fee” means any fees or charges that Company incurs in order to transfer monies to Customers, e.g., electronic transfer or wire fees.
(viii) “Set-Off” means the agreement by Company to collect any Net Deficit owed by Customer from future Net Session Fees.
(ix) “Tax and Compliance Costs” means any Taxes and Compliance Costs paid by the Company (as such terms are defined in Sections 4.7 and 4.8).
(x) “Transaction Fee” means any fees or charges that Company incurs in order to bill and/or collect monies from Drivers, e.g., credit card processing fees.

4.2 Customer will pay Company the then applicable Fees for the EV Cloud Subscription Service and Implementation Services described in the Sales Order.

4.3 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department (host_support@evconnect.com).

4.4 So long as the quarterly Base Session Fees exceed the quarterly sum of all Transaction Fees, Charge Backs and Tax and Compliance Costs, Customer shall be entitled to any Net Session Fees, less any applicable Set-Offs, on a quarterly basis, which shall be payable by Company to Customer on or by the thirtieth (30th) day following the end of each fiscal quarter. Notwithstanding the above, the Company shall only disburse payment of the quarterly Net Session Fees, less any applicable Set-Offs, when the Net Session Fees, less any application Set-Offs, exceed $200 for the reporting quarter or in aggregate for any previously undisbursed reporting quarter. Should the Net Session Fees, less any application Set-Offs, not exceed $200 by December 31 of the calendar year, payment by the Company will be disbursed for the actual total amount (less than $200) by January 30 of the following year.

4.5 In the event the quarterly sum of Transaction Fees, Charge Backs and Tax and Compliance Costs exceeds the quarterly Base Session Fees, Company shall be entitled to the Net Deficit, on a quarterly basis, which, unless the Company has agreed to a Set-Off, shall be payable by Customer to Company on or by the thirtieth (30th) day following Company’s issuance of an invoice for such Net Deficit. In the event a Net Deficit occurs on an on-going basis (more than twice in a twelve-month period),Company may require Customer to provide authorization for Company to automatically debit a bank account or charge a credit card for such Net Deficits fees.

4.6 The Commissioning Fee shall be immediately due and payable upon the Effective Date. Company may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4.7 Customer shall be financially responsible for all taxes associated with EV Cloud Subscription Service, Base Session Fees and Net Session Fees (including but not limited to any obligations that arise in connection with the sale of electricity, import or export) other than U.S. taxes based on Company’s net income (“Taxes”).

4.8 Customer shall be financially responsible for all other fees charged by regulatory bodies in connection with the use of EV Cloud Subscription Service (including but not limited to fees that must be charged to Drivers, permit fees, and customs fees) (“Compliance Costs”).

4.9 Any Taxes or Compliance Costs paid directly by Customer shall not be considered a part of, a deduction from, or an offset against, payments due to Company hereunder.

4.10 Company may immediately deactivate the EV Cloud Subscription Service in the event full payment for invoices issued have not been received by Company within thirty (30) days after the mailing date of the invoice. In the event this Agreement is not terminated pursuant to Section 5, Customer may reactivate the EV Cloud Subscription Service upon payment of all outstanding invoices and a reactivation fee of $250.

4.11 In addition to the Commission Fees and Transaction Fees, where allowed by law, Company shall be entitled to any credits, benefits, rebates, refunds, or other intangible incentives, resulting from Customer’s use of its electric vehicle service equipment, which is facilitated by the EV Cloud Subscription Service.

4.12 Customer acknowledges and agrees that Company may from time-to-time, without notice to Customer, charge an access fee to Drivers. Upon receipt of each Driver’s consent to the access fee, such access fees shall be charged directly to Drivers. Any access fees charged by Company to Drivers shall not be incorporated into the Base Session Fee or reported to Customer.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Sales Order, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 Customer may terminate this Agreement in the event Company (i) fails to complete the Initial Commissioning within ten (10) business days’ after written notice of the applicable electric vehicle service equipment’s availability for the Initial Commissioning, (ii) is unable to cure a breach of Exhibit B within five (5) business day of notice, or (iii) becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors. Upon such termination, to the extent applicable, Customer shall remain obligated to pay in-full for the EV Cloud Subscription Service up to and including the last day on which the EV Cloud Subscription Service is provided. In the event Customer paid any Fees in advance, Customer shall be entitled to a refund of any prepaid, unused fees for the EV Cloud Subscription Service and Initial Commissioning.

5.3 Company may terminate this Agreement for convenience with thirty (30) days’ notice. Upon such termination, Customer shall remain obligated to pay in full for the EV Cloud Subscription Service up to and including the last day on which the EV Cloud Subscription Service is provided. In the event Customer paid any Fees in advance, Customer shall be entitled to a refund of any prepaid, unused fees for the EV Cloud Subscription Service.

5.4 Company may terminate this Agreement in the event Customer fails to cure its breach of Section 2.3 within thirty (30) days of its written notice. In the event of such termination prior to the Initial Commissioning, Company shall be entitled to the Initial Commissioning Fee.

5.5 Either party may also terminate this Agreement upon thirty (30) days’ notice. Where this Agreement is terminated for any reason other than those contemplated under Sections 5.2, 5.3, or 7, in addition to any other remedies the parties may have, Customer shall remain obligated to pay all Fees required under the Initial Term (or in the event of a renewal, the Term).

5.6 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the EV Cloud Subscription Service in a manner which minimizes errors and interruptions in the EV Cloud Subscription Service and shall perform the Implementation Services in a professional and workmanlike manner. EV Cloud Subscription Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, including but not limited to cellular, data network or equipment failures, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE EV CLOUD SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE EV CLOUD SUBSCRIPTION SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE EV CLOUD SUBSCRIPTION SERVICE AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the EV Cloud Subscription Service is held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the EV Cloud Subscription Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the EV Cloud Subscription Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the EV Cloud Subscription Service.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE EV CLOUD SUBSCRIPTION SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. Any disagreements shall be settled by arbitration in accordance with the rules of JAMS, Inc. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

EXHIBIT A

Service Level Terms

Except for scheduled maintenance and any downtime resulting from outages of third-party connections or utilities (including but not limited to electrical, cellular and Internet service interruptions) or other reasons beyond Company’s control (“permitted downtime”), Company shall ensure the reasonable functionality of the EV Cloud Subscription Service. In the event non-permitted downtime continues for more than three (3) business days, Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with the EV Cloud Subscription Service availability shall be termination of the Agreement.

EXHIBIT B

Support Terms

Company will provide technical support to Customer via both telephone and electronic mail on weekdays during the hours of 8:00 am through 5:00 pm Pacific Time, with the exclusion of Federal Holidays (“Support Hours”).
Customer may initiate a Helpdesk ticket during Support Hours by calling (888) 780-0062.
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

EXHIBIT C

Purchase Agreement

This Purchase Agreement (“Purchase Agreement”) governs any Customer purchase of EVSEs and Additional Products (the “Purchased Goods”) set forth on the Sales Order and Quote. In the event the Customer has not purchased any EVSEs or Additional Products, this Purchase Agreement is not applicable.

1. Purchase

A. Orders. Company shall process Customer’s Purchased Goods order according to the specifications set forth on the Quote and Sales Order.

B. Order Modifications. In the event the Purchased Goods specified in the Quote are unavailable or on back order, Company may process an order for substitute Purchased Goods upon Customer’s written consent.

C. Right to Delay Orders. Company may withhold shipments to and delay installation for Customer if Customer has (i) failed to provide any required payments, including the Initial Deposit or any other invoiced payments due, or (ii) is otherwise in violation of this Purchase Agreement. It is understood and agreed that Company may condition Customer’s order on certain credit and/or prepayment terms as Company, in its reasonable discretion

2. Delivery

A. Shipping Date. Upon confirmation from the Purchased Goods manufacturer, Company shall confirm the expected shipping date with Customer. All shipping dates are approximate and are based upon prompt receipt of all necessary information from the Customer.

B. Shipping Costs; Terms. Unless otherwise agreed to by the Parties in writing, all shipping shall be FOB Origin and Customer shall be responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs associated with shipment of the Purchased Goods. In no event shall Company be liable for any costs related to delays in delivery of the Purchased Goods. Customer’s sole remedy for any material delay in delivery of the Purchased Goods shall be cancellation of the order, which must be made in writing to Company no later than 24 hours before the expected shipping day of the Purchased Goods.

C. Acceptance. Customer shall immediately inspect the Purchased Goods upon delivery. In the event Customer fails to provide Company with a written rejection (detailing any defects) within two (2) business days of delivery, the Purchased Goods shall be deemed accepted. If the delivery of the Purchased Goods occurs in separate shipments to be separately accepted by Customer, Customer may only refuse such portion of a shipment that fails to comply with the requirements of this Purchase Agreement.

3. Invoicing and Payment

A. Invoicing. Unless otherwise agreed in writing by the Parties, Company shall issue an invoice to the Customer for the final payment for the Purchased Goods on or after the date the Purchased Goods have shipped.

B. Payment Terms. All invoices shall be paid within thirty (30) days of Customer’s receipt thereof. Invoices not paid when due are subject to interest at the rate of one and one-half percent (1.5%) per month or, if less, the highest rate allowed under applicable law.

C. No Right of Return. All sales are final and Customer shall have no right of return following Customer’s acceptance.

D. Taxes, Duties, Etc. Except to the extent otherwise expressly stated, all amounts due to Company under this Purchase Agreement and/or the applicable Sales Order and Quote are net of any freight, storage, insurance (collectively “Shipping Costs”) and any duties, any sales, use, excise, value-added, withholding, or similar tax of any kind and any and all other fees and charges of any nature (collectively, “Taxes”) imposed by the United States or any foreign, state or local governmental entity or instrumentality thereof on the purchase, shipment, use or sale of the Purchased Goods by or to the Customer, other than taxes measured by Company’s income, corporate franchise, or personal property ownership. Where applicable, Company shall bill Customer for the full amount of such Shipping Costs and Taxes and shall include such amount as a separate line item on the invoice(s) sent to the Customer; provided that, Company’s failure to so bill the Customer shall not relieve Customer from the obligation to pay any Shipping Costs and Taxes described in this Section 3.E.

E. Payment in Dollars. All amount payable under this Purchase Agreement shall be paid in United States Dollars. If Company is located outside of the United States, Customer agrees to take all necessary actions required, including registration of this Purchase Agreement and application for permission to make payments to Company hereunder, with the appropriate government authorities in the Customer’s jurisdiction, or such other institution or official, and to take such other measures as may be necessary to comply with any government currency controls in effect in Customer’s jurisdiction, as soon as reasonably practicable after execution of this Purchase Agreement. Customer shall remit payment to Company, at Customer’s option: (i) via wire or ACH transfer to an account designated by Company in writing from time-to-time; or (ii) by check drawn on a registered and certified bank or financial institution, made out to “EV Connect, Inc.”

F. Disputes. In the event Customer disputes any portion or all of an invoice, it shall notify Company in writing of the amount in dispute and the reason for its disagreement within twenty-one (21) days of receipt of the invoice. The undisputed portion shall be paid when due, and finance charges on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to Company.

G. Remedies upon Payment Default. Upon Customer’s default of this Purchase Agreement, Company may, in addition to any other rights or remedies it may have at law or otherwise, subject to any cure rights of Customer, declare the entire balance of Customer’s account immediately due and payable or foreclose any security interest in the goods delivered. If any unpaid balance is referred for collection, Customer agrees to pay Company, to the extent permitted by law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, play any court costs or expenses incurred by Company, and any finance charges accrued on any unpaid balance owed by Customer.

4. Warranties/Limitation of Liability

A. Warranty. Subject to all exclusions set forth therein, the EVSEs are covered by the terms of the EVSEs’ manufacturer’s warranty (the “Warranty”), the material terms of which, such as whether the Warranty is parts-only and the term of such Warranty, may be summarized in the Quote for your convenience.

B. Maintenance. Customer acknowledges and agrees that in order to obtain other maintenance services for the EVSEs, Company must enter into a maintenance agreement directly from Company (i) in the form of Exhibit D or (ii) on a time and material basis.

C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, COMPANY MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE PURCHASED GOODS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS BY THE PURCHASED GOODS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF PURCHASED GOODS.

D. Limitation of Liability.

i. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PURCHASE AGREEMENT, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL COMPANY BE LIABLE TO COMPANY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ii. CUSTOMER’S SOLE REMEDY FOR ANY BREACH BY COMPANY OF ITS OBLIGATIONS OR WARRANTIES UNDER THIS PURCHASE AGREEMENT SHALL BE LIMITED TO, AT COMPANY’S OPTION, REPAIR OR REPLACEMENT OF THOSE PURCHASED GOODS TO WHICH SUCH BREACH IS APPLICABLE OR REFUND BY COMPANY OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING PURCHASED GOODS.

E. Exclusive Remedies. THE REMEDIES CONTAINED IN THIS SECTION 4 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES COMPANY MAY HAVE AGAINST COMPANY WITH RESPECT TO NON-CONFORMANCE OF THE PURCHASED GOODS.

5. Intellectual Property

A. Restrictions on Use. Customer shall not: (i) create derivative works based on the Purchased Goods; (ii) copy, frame or mirror any part or content of the Purchased Goods; (iii) reverse engineer any Purchased Goods; or (iv) access the Purchased Goods for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service, or copy any features, functions, interface, graphics or “look and feel” of the Purchased Goods.

B. Ownership of Intellectual Property. All right, title and interest in and to any intellectual property related in any way to the Purchased Goods is, and shall remain, the exclusive property of Company or the applicable PURCHASED GOODS manufacturer. For these purposes, the term “intellectual property” shall mean, all of a party’s patents, patent applications, patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections, diagrams, inventions, methods and processes (whether or not patentable), know-how, trade secrets, trademarks, service marks and other brand identifiers, network configurations and architectures, proprietary information, protocols, schematics, specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites, works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or embodied in any tangible form and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of this Purchase Agreement.

6. Miscellaneous. If any provision of this Purchase Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Purchase Agreement will otherwise remain in full force and effect and enforceable. This Purchase Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Purchase Agreement without consent. This Purchase Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Purchase Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Purchase Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. Any disagreements shall be settled by arbitration in accordance with the rules of JAMS, Inc. In any action or proceeding to enforce rights under this Purchase Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Purchase Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Purchase Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

EXHIBIT D

Maintenance of EVSEs

This Maintenance Agreement (“Maintenance Agreement”) governs any Customer purchase of maintenance set forth on the Sales Order and Quote. In the event the Customer has not purchased any maintenance for its EVSEs, this Maintenance Agreement is not applicable.

1. Term of Maintenance. This Maintenance Agreement shall be in effect until the Term Expiration indicated on the Sales Order (the “Initial Term”) and shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

2. Maintenance. Maintenance requests may be initiated at the following number: (888) 780-0062.

a. Preventative Maintenance. During the Term, routine maintenance shall be provided by Company according to the EVSEs manufacturers’ instructions.

b. Corrective Maintenance. For Customer maintenance requests that occur within the Term, Company shall schedule the requested maintenance within three (3) business days of its receipt of any necessary replacement parts from the EVSE manufacturer.

c. Event-Driven Maintenance. Any maintenance that is required due to vandalism, theft, or any damage that is caused by Customer or a third-party (“Event-Driven Maintenance”) shall be the financial responsibility of the Customer. Customer is encouraged to maintain appropriate levels of insurance on the EVSEs. Should Customer not authorize Company to perform Event-Driven Maintenance, Company’s responsibility for maintaining the operation of the EVSEs (including the EV Cloud Subscription Services) shall terminate until such time as Customer authorizes the EventDriven Maintenance. For the purpose of clarity, Customers shall bear all financial responsibility that is connected with any Event-Driven Maintenance requests or requirements. Event-Driven Maintenance shall be scheduled within three (3) business days of Company’s receipt of the necessary replacement parts from the manufacturer.

d. Maintenance Exclusions. This Maintenance Agreement does not apply to defects resulting from alteration or modification by Customer, improper storage or operation by Customer, failure to maintain by Customer, vandalism, abuse, unauthorized relocation of EVSEs, installation of unauthorized software or firmware, driver misuse or damage, and events due to force majeure.

3. Access to Premises; Indemnification.

a. Access. Customer acknowledge and agrees that Company or Company’s agents may need to access the Customer’s premises to perform requested maintenance.

b. Company Indemnification. Company shall defend, indemnify and hold Customer, corporate affiliates, and their respective officers, directors, agents and employees harmless from damage, liability and expenses, including, but not limited, to reasonable attorneys’ fees, resulting from the negligent acts or willful misconduct of Company’s agents and employees, or anyone directly or indirectly employed or controlled by it, committed while performing the Maintenance on Customer’s premises, to the extent that they are the direct cause of the loss, damage or injury to third parties or property (e.g., equipment dislodging and striking a third party due to improper installation), as opposed to being caused by an occurrence or the consequences therefrom that the maintenance was intended to deter, detect, or avert. The indemnification as provided in this paragraph shall be subject to a monetary limitation of the amount of the Fees and Customer and Company both acknowledge that the monetary limitation referenced above bears a reasonable, commercial relationship to this Agreement. This provision shall survive termination or expiration of the Agreement.

c. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Company and its representatives, agents, members, and employees from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees to the extent such claims, damages, losses and expenses are caused by the negligence or willful misconduct of Customer. This provision shall survive termination or expiration of the Agreement.

4. Miscellaneous. If any provision of this Maintenance Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Maintenance Agreement will otherwise remain in full force and effect and enforceable. This Maintenance Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Maintenance Agreement without consent. This Maintenance Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Maintenance Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Maintenance Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. Any disagreements shall be settled by arbitration in accordance with the rules of JAMS, Inc. In any action or proceeding to enforce rights under this Maintenance Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Maintenance Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Maintenance Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

EXHIBIT E

Installation Agreement

This Installation Agreement (“Installation Agreement”) governs any Customer purchase of installation services set forth on the Sales Order and Quote. In the event the Customer has not purchased any installation services for EVSEs, this Installation Agreement is not applicable.

1. Installation

a. Installation Services. The Company shall provide “Installation,” including any removal requested, of certain EVSEs to the Customer in a professional and timely manner. Upon completion, Company shall remove all its waste materials, tools, construction equipment, machinery and surplus Equipment from and around the Customer property.

b. Equipment. Customer shall be responsible for securing the EVSEs identified in the applicable Quote.

c. Inspections and Acceptance. Upon completion, the Installation will be immediately inspected by the person designated by the Customer to supervise the project. Any objections to Installation performed shall be given in writing to Company within two (2) business days (“Inspection Period”). Acceptance of Installation shall not be unreasonably withheld.

d. Payments. If no objections are made within the Inspection Period, then payment of the Fee shall be tendered to Company and Company shall promptly execute and submit any documentation reasonably requested by Customer, such as any forms or permits that may be required under law. If objections are timely made, Company shall have a reasonable time to cure.

2. Termination. If Customer fails to remit any due payment, Company, at its sole discretion and in addition to any other remedy available to it by law and/or by equity, may discontinue Installation and recover damages to which Company is entitled including unpaid Fees, the value of the Installation performed and all amounts which would have become due to Company under this Agreement for the remainder of the Installation. Customer hereby agrees that Company shall have the right to immediately collect all unpaid Fees along with all costs and expenses incurred by Company in connection with such collection, including reasonable legal fees. This Installation Agreement shall automatically expire upon (i) Customer’s acceptance of the Installation or (ii) expiration of the Inspection Period, where Customer has waived its right to object.

3. Force Majeure. Any interruption of Installation directly or indirectly caused by a change in or enactment of any law by any governmental agency or body which make the subject matter of this Agreement illegal, national emergencies, insurrections, riots, embargoes, wars, terrorist acts or strikes, lockouts, work stoppages or other labor difficulties, power failure, worldwide shortage of any necessary component or material relating to the rendering of the Installation, floods, storms, earthquakes, power failure, internet service failure or unavailability of telephone service, acts of God, or for any other cause beyond the reasonable control of Company shall create no liability on the part of Company. Company shall not be required provide Installation required hereunder for Customer while interruption of Installation due to any such cause continues. The parties agree that in the event such interruption of Installation for the causes anticipated above continues for a period of sixty (60) days or more, either party shall have the right to cancel this Agreement by written notice, and in no event shall the Customer be required to pay, or the Company be entitled to collect, any payment for the period of such interruption of Installation. This Agreement, or any part thereof, may be immediately suspended or canceled, at the option of either Company or Customer, if (i) Company’s premises are destroyed by fire or other catastrophe and it is impractical to continue Installation or (ii) a material portion of the Company’s premises are destroyed by fire or other catastrophe and it is impractical to continue Installation.

4. Limited Liability. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE INCLUDING (WITHOUT LIMITATION TO THE FOREGOING) ECONOMIC LOSS, LOSS OF PROFITS, BUSINESS OPERATING TIME OR USE, HOWSOEVER ARISING. IN NO EVENT SHALL THE COMPANY LIABILITY EXCEED THE FEES PAID TO THE COMPANY.

5. Indemnification

a. Company shall defend, indemnify and hold Customer, corporate affiliates, and their respective officers, directors, agents and employees harmless from damage, liability and expenses, including, but not limited, to reasonable attorneys’ fees, resulting from the negligent acts or willful misconduct of Company’s agents and employees, or anyone directly or indirectly employed or controlled by it, committed while performing the Installation on Customer’s premises, to the extent that they are the direct cause of the loss, damage or injury to third parties or property (e.g., equipment dislodging and striking a third party due to improper installation), as opposed to being caused by an occurrence or the consequences therefrom that the Installations were intended to deter, detect, or avert. The indemnification as provided in this paragraph shall be subject to a monetary limitation of the amount of the Fees and Customer and Company both acknowledge that the monetary limitation referenced above bears a reasonable, commercial relationship to this Agreement. This provision shall survive termination or expiration of the Agreement.

b. Customer shall indemnify, defend, and hold harmless Company and its representatives, agents, members, and employees from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees to the extent such claims, damages, losses and expenses are caused by the negligence or willful misconduct of Customer. This provision shall survive termination or expiration of the Agreement.

c. Customer hereby acknowledges and agrees that Company is in no way responsible and/or liable for third party equipment and services, including without limitation, the internet and electrical, upon which the Installation relies.

6. Miscellaneous. If any provision of this Installation Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Installation Agreement will otherwise remain in full force and effect and enforceable. This Installation Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Installation Agreement without consent. This Installation Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Installation Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Installation Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. Any disagreements shall be settled by arbitration in accordance with the rules of JAMS, Inc. In any action or proceeding to enforce rights under this Installation Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Installation Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Installation Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

Effective February 26, 2024

EV Connect, Inc. (“us”, “we”, “our”, the “Company” or “EV Connect”) provides the services available on the EVConnect.com Website (and any other Company Website), the EV Cloud Subscription Service (to Charging Site Hosts, described below) and the downloadable, mobile, EV Connect Network Application (collectively, the “Services” or “Service”), which allows you to charge your vehicle on any electric vehicle service equipment (an “EVSE” or “Charging Station”) that has been commissioned onto our EV Cloud Network.

THESE TERMS OF USE (“TERMS OF USE” OR “TERMS”) CONSTITUTE A BINDING LEGAL CONTRACT. ALL USERS (AS DESCRIBED BELOW) OF EV CONNECT SERVICES SHOULD CAREFULLY READ THESE TERMS OF USE BEFORE DOWNLOADING THE MOBILE EV CONNECT NETWORK APPLICATION OR USING ANY OF OUR SERVICES. EACH USER AGREES TO BE BOUND BY THESE TERMS OF USE AND TO BE LIABLE TO EV CONNECT FOR ANY NONCOMPLIANCE WITH THESE TERMS. IF THE USER DOES NOT AGREE TO THESE TERMS OF USE, USER MUST NOT USE THE SERVICES. CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THOSE CERTAIN MEANINGS SET FORTH IN THE COMPANY’S PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS OF USE.

1. Users.     The following are users of the Services (each, a “User” or “You” and, collectively, the “Users”):

• a. A “Guest” may use the Service, without registering on the Service as a Driver, to pay for and receive a single vehicle charge from charging stations that have been commissioned onto the EV Cloud Network (each a “Charging Station”). As used herein “EV Cloud Network” means Company’s proprietary software that has been installed on Charging Stations that allows Users to use the Services in connection with a network of Charging Stations.

• b. A “Driver” is an individual that has downloaded the EV Connect Network Application and registered and maintained a Service account in good standing with the Company. Registering as a Driver on the Service allows Users to access and use various, then current, Service functionalities, including but not limited to engaging in the following activities: (i) access Service search capabilities (including searching by filters), (ii) indicate and log favorites, (iii) store alternate payment methods, (iv) identify as a special user (in the event a location host of a Charging Station (“Charging Site Host”) has identified certain individuals, such as Charging Site Host employees, to be part of a special user group (a “Designated User Group”) that may access free to reduced-fee charging), (v) review User charging and transaction history, (vi) receive charging status notifications, and (vii) select from stored payment methods to initiate charging.

• c. A “Key FOB User” is an individual that has registered an RFID device on the Service. When registering as a Key FOB User, you will be given the opportunity to (i) link one form of payment to your account, (ii) if applicable, identify as part of a Designated User Group, and (iii) start charges on all Charging Stations by swiping your RFID device. For clarity, a Key FOB User may also download and use the mobile EV Connect Network Application.

2. Services; License.

• a. The Company’s core Services include: (i) the processing of payments for charging electric vehicles via a Charging Station, and (ii) identifying Users as members of a Designated User Group to allow for such Users to, in the sole discretion of the applicable Charging Site Host, charge their electric vehicle for free or for a reduced price at the corresponding Charging Stations. Users expressly acknowledge and agree that pricing and pricing policies for each Charging Station commissioned onto the EV Cloud Network is determined solely by the Charging Site Host. EV Connect shall in no way be liable to any User for any dispute arising out of or related to fees incurred by use of the Services. IN THE EVENT THAT YOU HAVE A DISPUTE WITH A CHARGING SITE HOST, YOU RELEASE EV CONNECT FROM ANY CLAIMS, DEMANDS AND DAMAGES (WHETHER ACTUAL, DIRECT, INDIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

• b. Subject to your compliance with these Terms, for the duration of User’s use the Services, and subject to the restrictions set forth herein, the Company hereby grants to User a revocable, limited, non-sublicensable, non-exclusive license to access and use the Services. Except as expressly set forth in these Terms, Users receive no other right, title, or interest in and to the Services.

• c. Users hereby grant to Company an exclusive, non-revocable, worldwide, royalty free license to use, copy, sublicense through multiple tiers, publish, reproduce, prepare derivative works, distribute, and display (i) any feedback or suggestions communicated to Company (“Suggestions”), (ii) Transaction History, (iii) Usage Data, and (iv) Log Data. Such license includes the right to create and have created and to similarly use any derivative works of any of the licensed content or matter. Without limiting the foregoing, Company will be entitled to unrestricted use and other exploitation of Suggestions, Transaction History, Usage Data and Log Data for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Suggestions, Transaction History, Usage Data and Log Data. Users represent and warrant to the Company with respect to the Suggestions, and the license of rights in and to such content, do not infringe or violate any copyrights, trade secrets, or other intellectual or proprietary rights of any third-party, and that posting or otherwise using any content will not violate any applicable laws, rules, or regulations.

3.  Limitations.   

Users may not circumvent any technological measures or features of the Services that are intended to or effectively control access to the Services, or any other protected content or information included on the Services. The Services may contain robot exclusion headers. Users agree to not use any robot, spider, crawler, scraper or other automated means to access the Services for any purpose without the Company’s express prior written consent. Users further agree to not (i) take any action that imposes or may impose, in the Company’s sole discretion, an unreasonable or disproportionately large load on the Service’s infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Service; or (iii) bypass any measures the Services may use to prevent or restrict access to the Services.

4.  Changes to Terms of Use.   

The Company reserves the right in its sole discretion, to modify, update, or otherwise revise these Terms of Use at any time. Such revisions shall be effective immediately upon posting revised Terms of Use on the Services. Company shall notify Users of any material changes to these Terms of Use. By using the Services after the Company has posted any modification, updates, or revisions, Users agree to be bound by such revised Terms of Use. Users shall have the right to immediately terminate these Terms of Use by terminating any use of or access to the Services, if any modification, update, or other change to these Terms of Use is not acceptable to Users.

5.  Intellectual Property Ownership.

• a. Users acknowledge and agree that the trademarks of the Company (the “EV Connect Marks”), the Services, and the look and feel of any content accessible through EVConnect.com are proprietary, original works of authorship of the Company, or licensors of the Company, protected under Canadian and worldwide copyright, trademark, and trade secret laws of general applicability (“Company IP”). Users further acknowledge and agree that all right, title and interest in and to the Company IP are and shall remain with the Company or its licensors. Users agree not to contest or infringe these rights, directly or indirectly, at any time. Without the prior written consent of the Company, Users may not use or modify the Company IP.

• b. Except as otherwise set forth to the contrary in these Terms, Company acknowledges and agrees that information submitted by Users to Company as part of registration, and any Suggestions, Financial History, Usage Data or Log Data submitted to or derived through the use of the Services (“User Content”) remain Users’ property, and Company does not claim any ownership of the copyright or other proprietary rights in such information and User Content. Users agree that Company may retain copies of all registration information and use such information and User Content as reasonably necessary for or incidental to its operation of the Services and as described in these Terms of Use and the Company’s Privacy Policy, and in addition to the license granted under Section 2(c), grants to the Company a non-exclusive, revocable, worldwide, royalty free license to use, copy, publish, reproduce, prepare derivative works, distribute, and display the registration information, or any derivative works thereof, on the Services. Such license shall be deemed granted as of the moment of registration without the necessity of any further action on the part of either party.

• c. The Company makes no representation or warranties with respect to the reliability or performance of the Services, and will not be liable to anyone for losses, damages, liabilities, settlements, causes of actions, or other claims arising out of or due to the use of the Services (including, but not limited to, any alleged damage to a User’s vehicle). Users hereby represent and warrant that they understand and agree to such Company disclaimers. Users hereby waive any such claims it may have against the Company arising out of or in any way related to User’s access to or the use of the Services.

• d. Users shall indemnify and hold harmless the Company, and its respective officers, directors, employees, shareholders, members, managers, and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable legal fees and costs, arising out of or connected with any claim that (i) the User Content or any portion of the content infringes the rights of any third-party.

• e. Users agree not to challenge the Company’s rights in and to the Services, or to take any action inconsistent with the provisions of this Section 5 of these Terms of Use.

6.  Links to Other Services.   

The Services are integrated with and link to other Services (“Linked Services”).

• a. The integration has been provided for Users’ convenience and, as such, Users access the Linked Services at their own risk. The Linked Services are not under Company’s control, and Company is not responsible for the content of any Linked Services. A link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Company. Without limiting the generality of the foregoing, the Company is not responsible and shall have no liability for any viruses or other illicit code that results from accessing the Linked Services.

• b. Users acknowledge and agree that they are simultaneously bound by each Linked Service’s rules regarding posting, storing, and using personal information on the Linked Services and is solely responsible for any liability that arises from or in relation to its breach of any such rules.

7.  Assignment.   The Company, in its sole discretion, may freely assign these Terms of Use.

8.  Interruptions to the Services.   Users acknowledge that access to the Services may from time-to-time be unavailable to Users, whether because of technical failures or interruptions, intentional downtime for Services or changes to the Services, or otherwise. Users agree that any modification of the Services, and any interruption or unavailability of access to the Services shall not constitute a default of any obligations of the Company under these Terms of Use, and the Company shall have no liability of any nature to Users for any such modifications, interruptions, unavailability, or failure of access.

9.  Technical and Customer Support.   Users may contact Company for technical support using the following email: driver_support@evconnect.ca

10.  User Responsibilities and Obligations.   Users represent, warrant, and covenant the following:

• a. Users have all rights, title and interest, including all copyright rights and other intellectual property rights, in and to the content they submit.

• b. Users shall not knowingly register with or submit any information or content that is false or misleading, including any content with any false or misleading information.

• c. Users shall not use their accounts to breach the security or gain access to the account of any other Users.

• d. By using the Services, these Terms of Use will be valid, binding and enforceable with respect to Users in accordance with these terms. The performance of Users’ obligations under these Terms of Use will not constitute a breach of any other agreement by which Users are bound.

• e. These Terms of Use, upon use of the Services, will be valid, binding and enforceable in accordance with its terms with respect to Users.

• f. The provisions of the services provided under these Terms of Use and the fulfillment of Users’ obligations as contemplated under these Terms of Use are proper and lawful.

• g. Users are not and shall not be under any restriction or prohibition related to the performance of its obligations under these Terms of Use.

• h. Users are responsible for ensuring that all activities that occur in connection with its administration and/or use of the Services comply with these Terms of Use. Users acknowledge and agree that Company’s responsibilities do not extend, in any way, to Users or Charging Site Hosts internal management or administration of the Services and, with respect thereto, Company is merely a service provider and third party data-processor. Except for any applicable service fees which may be charged to you with your consent, Company does not exercise control over pricing or pricing policies for use of Charging Stations via the Services.

• i. Users are responsible for the payment of all fees owed to Company in connection with use of their registered account or RFID card on the Service, including fees incurred by a third party that has access to your mobile device or RFID card. In order to prevent fraudulent charges, it is the User’s responsibility to contact the Company immediately in the event of (i) the loss or theft of their RFID card or (ii) any other circumstances that could lead to the unauthorized use of their account.

• j. Users shall provide Company with accurate, current and complete registration information.

• k. Users shall be solely responsible for proper use of the Service, including, but not limited to: (i) understanding and agreeing to the applicable pricing and pricing policies set forth by the Charging Site Host for the Charging Station, (ii) understanding and agreeing to any additional or applicable terms and conditions, (iii) choosing the correct connector to connect their electric vehicles to the Charging Station, (iv) verifying that the Charging Station has been activated through QR code, station ID or key fob, (v) if applicable, confirming that the payment method has been activated, and (vi) correctly securing the connector to the electric vehicle and verifying that charging properly commences.

• l. Users are either (i) eighteen (18) years or older, or (ii) if under the age of eighteen (18) years, at least the age of sixteen (16) years of age and are accessing the Service with the knowledge and consent of a parent or legal guardian, who will also be deemed to have agreed to this Agreement.

• m. Any information used by any User to access the Services, including without limitation, any User identification or password to the Services, shall be maintained by Users as confidential and available exclusively for Users, as appropriate, as provided in these Terms of Use (“Confidential Login Information”). Users shall refrain from sharing Confidential Login Information with any third-parties, except as otherwise required by law. You agree to: (i)immediately notify EV Connect of any unauthorized use of your account or RFID device, or any other breach of security, (ii) immediately change your account password if you become aware that it has been compromised, and (iii) ensure that you fully exit from your account at the end of each session.

• n. EV Connect cannot and will not be liable for any loss or damage arising from a User’s breach of or failure to comply with this Section 10 (User Responsibilities and Obligations).

11.  Confidential Information.   Except as set forth in Section 2, as ordered by a court of competent jurisdiction or as otherwise required by law, Company shall refrain from sharing Confidential Login Information and any other confidential User information. Users shall adhere to their confidentiality obligations set forth in Section 10.

12.  No Warranty; Disclaimer. THE FOLLOWING DISCLAIMERS DO NOT APPLY TO RESIDENTS OF QUEBEC OR SASKATCHEWAN.

• a. THE LICENSE GRANTED TO USERS UNDER THESE TERMS OF USE, INCLUDING THE SERVICES AND ALL OTHER MATERIALS, INFORMATION, PRODUCTS, AND SERVICES INCLUDED THEREIN, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY NATURE. WITHOUT LIMITING THE GENERALITIES OF THE FOREGOING, YOU EXPRESSLY UNDERSTAND AND AGREE YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

• b. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES TO THE SERVICE AND ANY CHARGING STATIONS AND CHARGING STATION HARDWARE ACCESSIBLE VIA THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE,MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.

• c. YOU EXPRESSLY UNDERSTAND AND AGREE THAT VEHICLE CHARGING IN CONNECTION WITH YOUR USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR VEHICLE OR ANY COMPUTER SYSTEM THAT RESULTS FROM YOUR USE OF THE SERVICE TO CHARGE A VEHICLE.

13.  Limitation of Liability.

• a. THE COMPANY’S ENTIRE AND CUMULATIVE LIABILITIES TO USERS, OR ANY OTHER PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF USE, USE OF ANY CHARGING STATION AND/OR THE SERVICES OR CONTENT AVAILABLE ON THE SERVICES SHALL NOT EXCEED AN AMOUNT EQUAL TO CA$75.00.

• b. WITHOUT LIMITING AND NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE COMPANY BE LIABLE TO ANY USER FOR ANY LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, GENERAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF FORESEEABLE OR IF THE COMPANY OR USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR EXPENSE.

• c. WITHOUT LIMITING THE FOREGOING, USERS ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE SERVICES AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD-PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD-PARTIES CAN IMPAIR OR DISRUPT USERS’ OR OTHER THIRD-PARTIES’ CONNECTIONS TO THE INTERNET, OR PORTIONS OF THE INTERNET. ALTHOUGH THE COMPANY WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, THE COMPANY CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, THE COMPANY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

• d. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 13 (LIMITATION OF LIABILITY) ARE AN ESSENTIAL BASIS OF THE BARGAIN AND OF THE ALLOCATION OF RISKS BETWEEN THE PARTIES. SOME PROVINCES AND TERRITORIES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OR PART OF THE SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

14.  Injunction.   The Company and Users agree that a breach or violation of Sections 3, 5, 10, or 11 of these Terms of Use will result in immediate and irreparable injury and harm to the Company. In such event, the Company shall have, in addition to any and all remedies of law and other consequences under these Terms of Use, the right to an injunction, specific performance or other equitable relief to prevent the violation of the obligation under these Terms of Use; provided, however, that, this shall in no way limit any other remedies which the Company may have, including, without limitation, the right to seek monetary damages.

15.  Termination.   The Company may at any time and without notice terminate User’s license upon the occurrence of any of the following events: (1) User requests to terminate account; or (2) User breaches or defaults under any material term of condition of these Terms of Use; (3) User fails to timely pay any required fees, or (4) for convenience.

16.  Indemnification.   In addition to Users’ obligation to indemnify under Section 5(d), Users agree to indemnify and hold harmless the Company and its officers, directors, employees, shareholders, members, and manager from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable legal fees and costs, arising out of or connected with (i) these Terms of Use, (ii) the submission of any User Content that infringes on or constitutes a misappropriation of any patent, copyright, or trade secret, or any other intellectual property right of any person or entity anywhere in the world or (iii) any disputes between Users and Charging Site Hosts relating to the Company’s Services or any agreements made between those Users and Charging Site Hosts. The Company shall have the right to control its own defense and engage legal counsel acceptable to the Company.

17.  Proprietary and other Notices.   Users agree that they will not alter or remove any trademarks or copyright notices and disclaimers located or used on, or in connection with, the Services or any printouts of the Services allowed under these Terms of Use.

18.  Fees and Payment.   

• a. User will pay Company all applicable fees and any related taxes (other than taxes on Company’s income) for use of the Services.

• b. User authorizes Company to temporarily charge one dollar (CA$1.50) during the set-up of each payment account. Additionally, for transactions initiated through the mobile app, the User authorizes Company to apply a temporary hold or pre-authorization amount of twenty-five dollars (US$25.00) on the user's credit card. This pre-authorization is to ensure sufficient funds are available for the transaction. The actual fees for the service used will be charged at the completion of the transaction, and any excess of the pre-authorized amount will be released back to the user's credit card. Users should be aware that the timing of the release of the pre-authorized amounts varies from bank to bank, and can be as little as one hour, but the timing is not within Company’s control.  User is responsible for ensuring that the pre-authorization amount, together with User’s actual charges, does not cause the linked account to dip below the account balance or any minimum account thresholds set by the User or by User’s bank.

• c. User authorizes Company to charge the applicable fees to the payment card or other payment account that User submits to Company and agrees that a third-party processing company may store such financial information. Users will be automatically charged for all fees and taxes as they become due. Users’ obligation to pay fees continues until the payment is satisfied. If User’s payment card issuer, account or bank does not honor charges User has paid using User’s card, account or bank, User will remain directly liable to Company for all unpaid amounts. User may cancel his or her registration by sending an email to driver_support@EVConnect.com or through the User’s account on EVConnect.com.

• d. Non-payment of any fees or other sums due to Company related to use of the Services will result in termination. Company may, at its discretion, also appoint an outside debt collection agency to collect amounts owed to Company. User agrees to reimburse Company for all costs that Company incurs in enforcing its collection of User’s unpaid amounts, including debt collection agency fees, reasonable legal fees and court costs.

• e. All overcharges or billing disputes must be reported within thirty (30) days of the date that the dispute occurred. If User disputes a charge to his or her payment card issuer, account or bank that, in the Company’s reasonable judgment, is a valid charge under the provision of this Agreement, User agrees to reimburse the Company for its reasonable costs incurred in connection with the investigation of the matter. Company will refund any such fees if the investigation finds that User’s action in disputing the charge to his or her card issuer, account or bank was justified because the charge was not, in fact, a valid charge under the provisions of this Agreement.

• f. All fees and charges are non-refundable and there are no refunds.

19.  General.

• a. Notices. All notices, demands, or consents required or permitted under these Terms of Use shall be in writing and shall be delivered via email, return receipt requested at the following addresses:

  If to the Company: legal@EVConnect.com

  If to User: At User’s e-mail associated with their account.

  The foregoing addresses may be changed from time-to-time by updating these Terms of Use or updating the User’s email address for the User’s account, as applicable.

• b. Governing Law; Submission to Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Users voluntarily submit and to, and waive any defense to the jurisdiction of courts located in Toronto, Ontario, Canada, as to all matters relating to or arising from these Terms of Use.

• c. Costs of Litigation. If any action is brought by either party against the other party regarding the subject matter of these Terms of Use, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable legal fees, costs, and expenses of litigation.

• d. Severability. Any provision of these Terms of Use which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of these Terms of Use.

• e. No Waiver. The waiver by either party of, or the failure of either party to take action with respect to, any breach of any term, covenant or condition contained in these Terms of Use shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in these Terms of Use. The subsequent acceptance of any payment due under these Terms of Use by any party shall not be deemed to be a waiver of any preceding breach of the party making payment with respect to any term, covenant or condition contained in these Terms of Use.

• f. Entire Agreement; Modifications Only in Writing. These Terms of Use and the Privacy Policy (i) constitute the entire agreement between the Company and Users concerning the Services, content, and all other subject matter of these Terms of Use; and (ii) supersede any contemporaneous or prior proposal, representation, agreement, or understanding between the parties. These Terms of Use may only be amended in writing signed by an authorized signing office of the Company.

• g. No Third-Party Beneficiaries. These Terms of Use are for the sole and exclusive benefit of the Company and Users and are not intended to benefit any third-party. No third-party may claim any right or benefit under or seek to enforce any of the terms and conditions of these Terms of Use.

• h. Survival. The provisions of Sections 2(c), 5, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of these Terms of Use shall survive the termination of these Terms of Use.

• i. Binding Contract. THIS IS A BINDING LEGAL CONTRACT. ALL USERS AGREE TO BE BOUND BY THESE TERMS OF USE, AND BE LIABLE TO THE COMPANY FOR ANY NONCOMPLIANCE WITH THESE TERMS OF USE. IF ANY USER DOES NOT AGREE TO THESE TERMS OF USE, USER SHOULD NOT USE THE SERVICES.