AMPUP TERMS OF USE

NAD Grid Corp (“AmpUp”, “we”, “us”, “our”, the “Company”) provides software solutions and services for electric vehicle (EV) drivers, charging infrastructure hosts and other stakeholders to support EV adoption and reduce range anxiety. These software solutions and services include but are not limited to:

 

● AmpUp app” – mobile application available on Android and iOS

● Community Manager Product Suite”, including but not limited to Community Manager Basic, Community Manager Lite and Community Manager Pro  – web-based interface for charging infrastructure hosts to manage the on-site charging infrastructure

● AmpUp cloud services including the smart scheduler service, OCPP control & management service, OpenADR service and other related services. 

 

Hereinafter jointly and severely referred to Software, Solutions and Services.

 

These Terms of Use (“Terms of Use”or “Terms”) constitute a binding legal contract between AmpUp and all parties, as defined below in relation to use of AmpUp’s Software, Solutions and Services. By using the AmpUp Software, Solutions and Services each and all Parties as defined herein accepts these Terms of Use. 

 

Prior to downloading the AmpUp app or using any of the Software, Solutions and Services of AmpUp all Parties as defined herein should carefully read these Terms of Use. If a Party does not agree to these Terms of Use, the Party must not use any of the AmpUp Software, Solutions and Services. By using any or all of the AmpUp Software, Solutions and Services each Party consents to the terms and conditions provided in these Terms of Use and the AmpUp Privacy Policy and agrees to be bound by them. Noncompliance with any of the provisions of these Terms of Use may result in Party’s liability towards AmpUp and/or any specific stakeholder. 

  1. DEFINITIONS
     

     In these Terms, capitalized terms shall have the meaning given to them in this clause (Definitions) and as otherwise determined in these Terms, unless the context otherwise requires:


“Application” – means AmpUp’s user interfaces through which Software, Solutions and Services can be accessed;

“Business Days” means every day except Saturdays, Sundays, and official public holidays in the country of the relevant AmpUp entity offering Software, Solutions, and Services to you;

“Charging Station” or “Charger” means the electric vehicle charging station(s) purchased by a site host or Customer which is activated on the AmpUp Network;

“Documentation” – means written information (whether contained in user or technical manuals, product materials, specifications or otherwise) pertaining to AmpUp and made available from time to time by AmpUp to Customer in any manner (including on-line);

“Driver” means end users that have created an account with Company to utilize Customer’s electric vehicle service equipment that has been integrated with the AmpUp Network;

“Error” – means any material, verifiable and reproducible failure of the Platform or Application to conform in all material respects to features and functions as described in the Documentation (specifically excluding any nonconformity resulting from Misuse);

“Intellectual Property Rights” – means all intellectual property rights, including, without limitation,patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, inventories,know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without  limitation, manuals, memoranda and records;

“Hosts” means an individual or entity hosting an electric vehicle charging station;

“Misuse” shall mean any use of the Software, Solutions, and Services otherwise than in accordance with Terms, the Documentation or any other instructions provided by AmpUp and/or applicable laws.

“Parties” means each of AmpUp and Customer;

“Platform” means the charging management solution offered by AmpUp, including any modifications, enhancements, additions, extensions, translations and derivative works, programming code and other associated technologies related thereto;

“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;

“Software, Solutions, and Services” means any Application, Platform, or other specific AmpUp developed tools used by Customer, as well as additional work performed by AmpUp for Customer.

“Subscription Fees” means the fees payable by Subscriber for subscribing to any AmpUp Service;

“Updates” means updates, enhancements, improvements to and translations of the Platform, any of the related services, and new features or versions;

“Users” means any person using AmpUp Services.

2. PARTIES 

The following Parties (“Party”, “you”, “your”) represent anyone using AmpUp’s Software, Solutions and   services as described below:

 

Users: (“User”, “Guest”, “Driver”, “Tenant” or “Employee”): an individual that downloaded and is using the AmpUp app to find, reserve and / or pay for EV charging and other services associated with the AmpUp app. 

 

Hosts: (“Host”, “Site Host”): an individual or entity leasing, owning, operating and/or hosting an electric vehicle charging station. 

 

Partner: an individual or entity providing software, hardware or other services for AmpUp and our users and hosts.

 

3. SERVICES

 

The company’s services (“Services”, “Solutions”) include: 

 

– Mobile app (“AmpUp app”) and associated services that provide the user experience and interactions including but not limited to: searching, reservations, notifications, payments and other associated services related to charging the user’s electric vehicle at a site host location. 

– Web-based Interface (“Community Manager Product Suite”, including but not limited to Community Manager Basic, Community Manager Lite and Community Manager Pro ) for charging infrastructure hosts to manage the on-site charging infrastructure and interactions with users. 

– All other supporting services related to use of AmpUp’s Software.

 

By using AmpUps services, Users agree to pay AmpUp,  site hosts or other stakeholder any necessary fees associated with EV charging services. 

 

By using AmpUp’s services, Hosts agree to configure necessary parameters that Users need to accept prior to charging at site host’s charging locations, including but not limited to price for providing charging services, access restrictions, and any other rules Hosts deem appropriate. Hosts also agree to ensure continuous operation and access to charging infrastructure to the Users, as well as the exact timing of the charging session paid for by the user. 

 

Both Hosts and Users acknowledge that in case of a dispute between them, they shall release AmpUp from any and all claims, demands and damages whether actual or consequential, of every kind and nature arising out or connected with such dispute.

Our Obligations
 

  1. AmpUp will use reasonable care and skill with respect to the provision of the Subscription service.
  2. AmpUp  reserves the right to make any reasonable changes to the specifications or settings of the Platform, Applications and/or payable Subscription service. Additionally, AmpUp has the right to make any changes to all free of charge Subscription services.
  3. AmpUp has the right to monitor the use of the Platform, Application and/or Subscription service, and to verify whether such use is in compliance with these Terms.
  4. AmpUp has the right to involve its affiliates or subcontractors in the performance of the services described in these Terms, if this is necessary for the good performance thereof. You agree that we can share any relevant data provided by you hereto with such party.

 

4. LICENSE 

 

The Company grants User and/ or Host a non-exclusive, revocable, limited, non-sub licensable, license to access and use the Software, Solutions and Services all in accordance with these Terms of Use. This license is valid only for the period of use of the Software, Solutions and Services.

 

Except as expressly set forth in these Terms, Users and /or Hosts receive no other expressed and/or implied right, title, or interest in and to the Software, Solutions and/or Services. For avoidance of doubt, Host and/or Users are prohibited from modifying, translating, decompiling, copying, distribution, disassembling, broadcasting, transmitting, publishing, removing, creating derivative work(s) of or altering any proprietary notices or labels related to Software, Solutions and Services. Users and/or Hosts are not allowed to license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, create derivative work(s) of, copy, grant a security interest in, or otherwise use the Software, Solutions and Services  in any manner. Moreover, Hosts and/or Users  shall not disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure implemented by Company for use of the Software, Solutions and Services. 

 

5. CHANGES TO TERMS OF USE

 

These Terms of Use are subject to modification, updates and other revisions by the Company at any time and at its sole discretion. All changes of the Terms of Use shall be posted by AmpUp and shall become effective as of the moment of the posting of the revised text. Company undertakes to notify the Users and/or Hosts of any material changes to these Terms of Use. 

 

By continuing to use AmpUp Software, Solutions and Services Users and Hosts agree to be bound by the revised Terms of Use. Users and/or Hosts are not released from their obligations to pay all fees related to their use of Software, Solutions and Services prior to their decision to cease use of the AmpUp Software, Solutions and Services.

 

6. INTELLECTUAL PROPERTY OWNERSHIP

 

Users and Hosts acknowledge and agree that all trademarks, patents, industrial designs, copyright, know how as well as all other intellectual property rights of the Company (the “AmpUp Marks”), trademarks, patents, industrial designs, copyright, know how as well as all other intellectual property rights related to Software ,  Services, Solutions, the design and appearance, of any content accessible through ampup.io, the performances, parameters and all other content of the Software, Solutions and Services belongs to the Company and are proprietary, original works of authorship and/or an intellectual property right of the Company, or licensors of the Company, protected under United States and worldwide copyright, trademark, patent, industrial design and trade secret laws of general applicability (“Company IP”). Users and Hosts further acknowledge and agree that all rights, title and interests in and to the Company IP are and shall remain with the Company or its licensors. Users and Hosts undertakes not to contest or infringe these rights, directly or indirectly, at any time. Without the prior written consent of the Company, Users and Hosts may not use,  modify, decompile, reproduce, distribute, transmit, create derivative works of, or undertake any other action that is not explicitly allowed under this terms in relation to the Company IP.

 

Company acknowledges that information submitted by Users and/or Hosts to Company as part of registration, and any comments, Financial History, Usage Data or Log Data submitted to or retrieved from the use of the Software, Solutions and Services (“User Content”) remain Users’ and/or Hosts’ property, unless these Terms of Use provides otherwise. Users and Hosts authorizes the Company to retain copies of all registration information and to use such information and User Content if it is reasonably necessary for the Company’s operation of the Software, Solutions and Services as described in these Terms of Use and the Company’s Privacy Policy and particularly to use, copy, publish, reproduce, prepare derivative works, distribute, and display the comments and other User Content without paying any fee, and without any restrictions as to time and territory of such use. 

 

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

 

7. THIRD PARTY CONTENT  

 

During the use of the Company’s Software, Solutions and Services you may encounter a third parties’ content that is integrated with or linked to the Company’s Software, Solutions and Services (“Third Party Content”). The Third Party Content is provided for Users’ and Hosts’ convenience and the Company has no ownership or control over the content, performances, safety and terms of use of the Third Party Content. Hosts and Users acknowledge that they access the Third Party Content their own risk and under the terms and conditions provided by each Third Party Content. Access to the Third Party Content does not represent any form of Company’s affiliation, endorsement or promotion of the Third Party Content. The Company shall not be held liable for any viruses or other illicit code that results from accessing the Third Party Content.

 

8. INTERRUPTIONS TO THE SERVICES

 

Access to the Services may from time-to-time be unavailable to Users and Hosts due to technical failures or interruptions, temporary suspension of Services due to updates or changes to the Services, or for any other reason beyond the control of the Company (“Interruption of Services”). Users and/or Hosts agree that Interruption of Services shall not constitute the Company’s default on any of its obligations, and that the Company shall have no liability towards Users and/or Hosts for any such Interruption of Services. In case of the Interruption of Services, please contact support@ampup.io for support. 

 

By using the Company’s Software, Solutions and Services Users and Hosts acknowledge that the availability of Services as well as flow of data to and from the Services depends on the performance of internet services provided by third parties. The Company shall not be liable for Technical Interruptions of the Services due to impairment or disruption of the internet connections.

 

9. USER RESPONSIBILITY AND OBLIGATIONS

 

User represents and warrants that he/she has at least eighteen years or the legal age of majority in the territory where he/she uses the Company’s Software, Solutions and Services. The User undertakes, at all times, to provide true, accurate and complete information when submitting information via registration form or otherwise. User acknowledges that his/her access to the Solution and Services is voluntary and undertakes the responsibility for compliance with all applicable laws, rules, and regulations with respect to use of the Solution and Services. If a User accesses the Solution and Services on behalf of any organization, the User represents that he/she has legal capacity to undertake, on behalf of the organization, the rights and obligations contained in these Terms of Use. AmpUp shall not be liable for any loss or damage arising from a User’s breach of or failure to comply with this Section 8 or any other Section of these Terms of Use. 

As regard to the charging activities on the AmpUp platform/network, users/drivers must understand and accept if proper etiquette is not followed his/her vehicle may be fined, unplugged from charging, towed, or others. Proper etiquette includes but is not limited to showing up on time for reservations, prompt and valid payments, prompt removal of vehicle at the end of sessions or reservations, and unplugging another charging vehicle without a “right of way”.

 

User undertakes to observe any and all policies and rules of the owner of the charging station and/or the property where the charging station is located.

 

10. HOST RESPONSIBILITY AND OBLIGATIONS

 

As a host using AmpUp’s app, Software, or Services, you will: 

 

  1. Not interfere with or disrupt the Services, or the data contained thereon; 
  2. Not use, send or store through the Services any content which is or may be construed as obscene, indecent, pornographic, seditious, offensive, defamatory, libellous, threatening, liable to incite racial hatred or acts of terrorism, menacing blasphemous, harmful to children, violating third party intellectual or industrial property rights or otherwise in breach of any law or not intended for the use of the platform as described in the documentation; 
  3. Not attempt to gain unauthorized access to the Services; 
  4. Ensure continuous network connectivity, ethernet, WiFi or cellular, for all charging equipment listed on AmpUp platform, if applicable
  5. Use electric vehicle charging stations in accordance with manufacturer instructions and terms of use
  6. Promptly Inform AmpUp and/ or charging equipment provider of any charging hardware malfunctions or situations that may  lead to a stop of AmpUp Services
  7. Host is responsible for any insurance claims, disputes in cases of damages due to EV charging activities involving the host and the driver.

11. LIMITED WARRANTY

 

  1. AmpUp warrants that the Software will perform substantially in accordance with the Documentation and will undertake reasonable efforts to provide support and maintenance services to this end as provided in clause 12 (Support, Repair, Maintenance and Updates) below.
  2. AmpUp will use reasonable efforts to allow access to the Software, however we can make no guarantee that you will be able to access the Software at any given time, that your access will be uninterrupted or that the Software and any features will always be fully available and functional.
  3. Your exclusive remedy for damage or loss arising from breach of the warranty as set out in this clause shall be, at AmpUp’s option, but agreed with you:

(a) The replacement of the service concerned at no cost to you;

(b) A Workaround and/or Update to address the Error in a manner that provides you with reasonably equivalent functionality as provided in the Documentation, at no cost to you; or

(c) In the event AmpUp is unable to replace or correct such Error by exercising commercially reasonable efforts for a reasonable period of time, either Party may terminate, as the case may be, the Subscription. Your sole remedy shall be for AmpUp to provide a pro-rata refund of any pre-paid fees for periods after the effective date of termination.

  1. AmpUp’s warranty for Errors in the Software enters into force on the date of commissioning of the Software and covers a period of twelve (12) months from the date of commissioning. It is expressly agreed that the Platform provided operates the OCPP 1.6 JSON protocol, and any implementation or changes due to new regulations (including new protocol versions) are excluded from this warranty.
  2. Other than as provided in this clause and to the maximum extent permitted under applicable law, the Subscription services are provided “AS IS” and AmpUp makes no representations or warranties, express or implied, of any kind whatsoever (including, without limitation, satisfactory quality, fitness for a particular purpose, custom or usage in trade). AmpUp does not guarantee that the Subscription services shall be without Errors and shall function without interruption. AmpUp further makes no representations or warranties regarding, without limitation, the security, integrity, efficiency or capabilities of the Software. AmpUp will attempt to respond to or resolve all queries, but may not be able to and makes no guarantees or assurances to that extent.

 

12. SUPPORT, REPAIR, MAINTENANCE AND UPDATES

  1. You can contact AmpUp support to report any Error and ask questions about the operation of the Software at the telephone number (on Business Days between 9am and 6pm PST) or anytime using the e-mail address or ‘Contact Us’ form as provided on the AmpUp website.
  2. AmpUp will use reasonable efforts to repair Errors in the Software, to the extent possible, within a reasonable time. AmpUp is entitled to apply problem avoiding restrictions and/or Workarounds, as well as schedule repairs at a later date such as until an Update is issued.
  3. AmpUp has the right to suspend access to the Software due to scheduled downtime such as scheduled or unscheduled maintenance longer than four (4) hours (informing you two (2) Business Days in advance).
  4. AmpUp may issue Updates to the Software in our own full discretion and according to our own timetable. You only have access to the latest version of the Software. AmpUp reserves the right, when issuing an Update to the Software, to remove any existing features or functionality and you have no right to demand those features or functionalities to be supported by AmpUp. Where such removal would have a material impact on your Service, AmpUp will inform you thereof reasonably in advance but no later than thirty (30) days prior to implementing the Update unless where such notice would be impossible or impractical due in particular but not exclusively to legal or security requirements or performance related issues.

 

Hosts represent and warrant that they are under no legal restriction or prohibition that bans them from hosting an electronic vehicle charging station. Hosts are responsible for initial and /or continuous set up of hosting parameters, including charging pricing, access to the charging station, charging schedule, and information using the Company’s Solution. Hosts may at any time reach out to AmpUp for the purpose of training and onboarding services as well as the initial setup of the charging stations and users by emailing support@ampup.io. Once the hosting parameters are set up, the Host is responsible for providing the charging infrastructure to Users who reserve, schedule, and/or pay for the charging service.

  1. Hosts are responsible for coordinating any EV charging hardware maintenance, repairs or upgrades with AmpUp and/or appropriate EV charging station manufacturers or resellers. AmpUp is exempt from liability or access to AmpUp Software and Services resulting from charging hardware faults or Errors caused by the EV charging hardware. 

 

13. PAYMENT AND ACCOUNT  REQUIREMENTS

 

Hosts are responsible for configuring and disclosing EV charging requirements for Users to adhere to for charging their EVs at the site hosts location. Host is required to use the Services and Solutions to determine these charging parameters. For support on setting the charging parameters, such as user access, pricing, and scheduling, the Host can reach out to support@ampup.io. 

 

Hosts may also be obliged to pay AmpUp the fee for use of the Software, Solutions and Services if such obligation is provided in a separate agreement concluded between the AmpUp and the Host.

 

Users are responsible for paying for charging services based on the Host’s charging parameters. User registration may be required for use of the Solutions or certain features of the Solution. Each registration shall be valid solely for a single user, unless otherwise expressly agreed upon by the Company. 

 

During the registration, User may be required to provide access credentials, such as a user name and a password, or to adhere to other particular access requirements as designated by the Company. The User acknowledges that his/her access credentials, such as a username and password, is confidential information which must not be disclosed or made available to any third party without the prior express written consent of the Company. Users undertake to notify the Company immediately if they suspect or become aware of any unauthorized use of their access credentials. Users represent and warrant that the information they submitted for registration is complete and accurate in all respects and undertake to promptly update the submitted account information to ensure that such information is complete and current. Company reserves the right to suspend, terminate, or otherwise discontinue User’s account and/or pending registration if Company has reasonable grounds to suspect that any information submitted by User  is untrue, inaccurate, not current, or incomplete, or that User’s registration, account, or use of the Solution is in violation of applicable law, regulation, or these Terms of Use. Company will not be liable for any loss or damage arising from the User’s failure (whether inadvertent or intentional) to comply with these obligations.

 

Users authorize Company to charge the applicable fees set by the Host 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. Users may cancel his or her registration by sending an email to support@ampup.io or by using the AmpUp app. 

 

Users and/or Hosts 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 attorney’s fees and costs, arising out of or connected with any claim that the User Content or any portion of the content infringes the rights of any third-party. 

 

14 . DATA PROTECTION AND PRIVACY

 

Use of Company’s Software, Solutions and Services requires the Company to process certain personally identifiable information such as your name, phone number, location, payment details and any other personal information. By using Company’s Software, Solutions and Services you acknowledge and agree that the Company may collect and otherwise process data related to you in accordance with the rules set out in the Company’s Privacy Policy..

 

15. CONFIDENTIAL INFORMATION    

 

Company shall not disclose and share Users Access Credentials or any other confidential Users’ information, unless it is ordered by a court of a competent jurisdiction or as otherwise required by the law. Users and Hosts undertake to keep confidential information that is considered confidential in accordance with these Terms of Use, Privacy Policy and any additional separate agreement concluded between them and the Company.

 

16. DISCLAIMERS 

 

Users and Hosts acknowledge that they are using the Company’s Software, Solutions and Services at their own risk and that the Company’s Software, Solutions and Services are provided to them on an “as is” and “as available” basis without any warranty on the side of the Company in relation to reliability or performance of the Software and Services. 

 

Users and Hosts acknowledge that the Company provides no representation or warranties in relation to the functions, availability and performances of the Charging stations, EV chargers, any other hardware or software solution related to the charging stations and/or EV chargers, and/or any inadequate installation of the charging stations and/or EV chargers, which may be accessible through the Company’s Software, Solutions and Services.

 

Users and Hosts expressly acknowledge that Company has no responsibility for any damages to the vehicles or charging stations resulting from charging of vehicles through use of Services, and that the Company shall not be liable to anyone for losses, damages, settlements or other claims arising out of or due to the use of the Software and/or Services. Users and/or Hosts hereby represent and warrant that they understand and agree to these disclaimers and waive any such claims they may have against the Company arising out of or in any way related to User’s and/or Host’s access to or the use of the Software and/or Services.

 

Users and Hosts acknowledge and agree that any deficiencies and malfunctioning of the purchased EV charger, including EV chargers in which AmpUp is a certified reseller, are the sole responsibility of the manufacturer of the EV charger and that AmpUp has no obligation to repair or replace the purchased EV charger.

 

17. LIMITATION OF LIABILITY 

 

The Company’s entire and cumulative liabilities to Users, Hosts and/or any third party for any loss or damage resulting from the use of the Services and Solutions in accordance with these Terms of Use shall not exceed $50.

 

The Company shall not be liable to Users, Hosts or any third party for any loss of business, anticipatory profit, indirect, consequential, incidental, special, exemplary, punitive damages, lost profits or any other form of damages, losses or expenses. Users acknowledge that the limitation of liability and allocation of risks contained herein are the essential elements of the legally binding contract between the Company and Users and/or Hosts. Hosts and Users also acknowledge that certain jurisdictions do not allow limitation of exclusion of liability as provided herein, which may render some these limitations inapplicable in certain cases. 

 

Users and Hosts not satisfied with the Company’s Software, Solutions and Services may discontinue to use the Services and acknowledge that their right to seek compensation of any damages, losses or expenses is limited to the amount mentioned in paragraph 1 of this section.

 

When you are either a consumer or business user: 

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.   

 

The below stated liability limitations are also for the benefit of our officers, directors and employees.  

 

If you are a business user:

We exclude all implied conditions, warranties, representations or other terms that may apply to our Services, including their content. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with (a) use of, or inability to use, our Services; or (b) use of or reliance on any content displayed on our Services. In particular, we will not be liable for: 

 

  • – Loss of profits, sales, business, or revenue; 

 

  • – Business interruption; 

 

  • – Loss of anticipated savings; 

 

  • – Loss of business opportunity, goodwill or reputation; or 

 

  • – Any indirect or consequential loss or damage. 

 

If you are a consumer user:

Please note that we only provide our Services to you for private use. You agree not to use our Services for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. 

 

If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation (at sole discretion of AmpUp). However, we will not be liable for damage that you could have avoided, for example by following AmpUp’s recommendation to apply a Software update offered to you free of charge or for damage that was caused by you failing to correctly follow instructions from the Company.

 

18.  INJUNCTION     

 

The Company and Users agree that a breach or violation of Sections 4, 6, 9, 10, 12 or 15 of these Terms of Use results in immediate and irreparable injury and harm to the Company. 

 

The Company shall have the right to an injunction, specific performance or other equitable relief to prevent violation of the obligations of these Terms of Use in addition to any and all available legal remedies provided by these Terms of Use and the applicable law.

 

19.  TERMINATION     

 

The Company is entitled at any time and without prior notice to terminate User’s license if : (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.

 

20.  INDEMNIFICATION     

 

Users and Hosts undertake to indemnify and hold harmless the Company and its officers, directors, employees, shareholders and other stakeholders, from and against any and all third parties claims, demands, liabilities, and actions directed against the Company and its officers, directors, employees, shareholders and other stakeholders , arising out of or in connection with (i) these Terms of Use, (ii) the submission of any User Content that infringes on or constitutes a misappropriation of any intellectual property right of any person or entity anywhere in the world or (iii) any disputes between Users and Hosts relating to the Company’s Services or any agreements made between those Users and Hosts. The Company shall have the right to control its own defense and engage legal counsel acceptable to the Company, while the Users and Hosts undertake to cover all legal expenses including the reasonable attorneys’ fees and other costs of litigation. 

 

21. GOVERNING LAW

 

These Terms of Use shall be governed by and construed in accordance with the laws of the state of  California. Users acknowledge that by using the services provided under these Terms of Use, Users have submitted themselves to the laws of the state of California.  

 

22. COSTS OF LITIGATION 

 

In addition to any potential relief granted by a court in any dispute between Hosts, Users and the Company concerning these Terms of Use, the prevailing party shall also be entitled to recover the reasonable attorneys’’ fees and costs and expenses of litigation. 

 

23. SEVERABILITY 

 

Any provision of these Terms of Use, which is determined to be invalid, void or otherwise unenforceable shall not affect the validity of the remaining  provisions of these Terms of Use which shall remain valid and applicable to the fullest extent possible. 

 

24. NO WAIVER

 

Either party’s waiver or failure to take action in relation to breach of any of the provisions of these Terms of Use shall not be construed as a waiver of any right or obligation contained in these Terms of Use.

 

25. ENTIRE AGREEMENT; MODIFICATIONS ONLY IN WRITING   

 

These Terms of Use (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, as well as prior versions of these Terms of Use.

 

Company and Hosts may have entered into the separate agreement which in addition to these Terms of Use regulate their mutual relationship.

 

26. NO THIRD-PARTY BENEFICIARIES  

 

These Terms of Use are for the sole and exclusive benefit of the Company. Users and Hosts and are not intended to benefit any third-party. No third-party may claim any right or benefit under these Terms of Use or seek enforcement of any of the terms and conditions of these Terms of Use.