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.
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
“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.
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.
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.
- AmpUp will use reasonable care and skill with respect to the provision of the Subscription service.
- 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.
- 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.
- 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.
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.
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.
7. 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 email@example.com 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
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:
- Not interfere with or disrupt the Services, or the data contained thereon;
- 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;
- Not attempt to gain unauthorized access to the Services;
- Ensure continuous network connectivity, ethernet, WiFi or cellular, for all charging equipment listed on AmpUp platform, if applicable
- Promptly Inform AmpUp and/ or charging equipment provider of any charging hardware malfunctions or situations that may lead to a stop of AmpUp Services
- 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
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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).
- 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 firstname.lastname@example.org. 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.
- 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 email@example.com.
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.
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 firstname.lastname@example.org 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
15. CONFIDENTIAL INFORMATION
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 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.
21. GOVERNING LAW
22. COSTS OF LITIGATION
24. NO WAIVER
25. ENTIRE AGREEMENT; MODIFICATIONS ONLY IN WRITING
26. NO THIRD-PARTY BENEFICIARIES
27. CARBON OFFSET PROGRAMS
With respect to carbon offset programs, the term “environmental attributes” means each of the following: credits, benefits, reductions, offsets and other beneficial allowances, including, to the extent applicable and without limitation, performance-based incentives or renewable portfolio standard benefits associated with any renewable electricity consumed by electric vehicle chargers attributable to the ownership and/or operation of said chargers.
Users and Hosts release ownership of all environmental attributes associated with electric vehicle chargers contracted to AmpUp’s network to AmpUp. Users and Hosts understand that upon giving ownership of these environmental attributes to AmpUp, that AmpUp becomes the sole owner of the environmental attributes for the length of term associated with but no longer than the network service. Users and Hosts will make no attempt to reclaim the environmental attributes during this time and release AmpUp from all liability concerning the environmental attributes.
On behalf of its Users and Hosts, AmpUp will make every attempt in good faith to submit the environmental attributes for validation, verification, and certification in a program of its choice for the purpose of monetizing and selling the environmental attributes. Once the environmental attributes are validated, verified, and certified pursuant to the requirements of the applicable program and are eligible for sale, AmpUp will sell said environmental attributes and will remit revenues – minus any administration or broker fees – to Hosts on an annual basis. .