Terms Of Service
Last updated: September 27, 2021
Elocity Technologies Inc. including its affiliates and other group companies, (hereinafter referred to as “Elocity”, “we”, “us”, or “our”) is transforming the transportation electrification journey for electric utilities, cities, and businesses. With our smart and intuitive technology, we provide tools to our customers for managed electric vehicle or “EV” charging while supporting national and local ambitions for cleaner and sustainable energy systems and help in decarbonizing the grid. These Terms of Service (hereinafter referred to as the “Terms”) govern the access or use by you (an individual, hereinafter referred to as “you”, “your” or “Customer”), of applications, websites, content, products, and services (the “Services”) made available by Elocity. The Customer and Elocity shall hereinafter collectively be referred to as “Parties” and individually as “Party”.
1. ACCEPTANCE OF TERMS
1.1. Access to, and use of Elocity’s Services, including any of its content, is conditional on your agreement to these Terms. By accepting these Terms, by accessing or using the Service, you agree to be continually bound by these Terms which establishes a contractual relationship between you and Elocity. We recommend you read these Terms carefully before accepting.
1.2. These Terms are effective as of the date you agree to these Terms and create an account for the use or access of the Service (the “Effective Date”). These Terms constitute the entire agreement between you and Elocity with respect to the Services to be provided herein. These Terms expressly supersede prior agreements or arrangements with you. Elocity may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
1.3. As Elocity’s business evolves, these Terms may change accordingly. If Elocity makes a material change to the Terms, it will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by SMS through the Services. You can review the most current version of the Terms at any time by visiting this page. Any material revisions to these Terms will become effective on the date set forth in the notice, and all other changes will become effective on the date Elocity publishes the change. If you continue to use the Services after the effective date of any changes, that will constitute your acceptance of the revised Terms of Service.
2.1. Service offering. Elocity, inter alia, owns and has developed software, firmware and hardware products and solutions in electric vehicle charging and electric mobility load management. (“HIEV”). Elocity’s Service offering include the access to the HIEV technology via Elocity’s mobile application (“Application”) for executing certain functionalities with respect to charging of your EV. To arrange and provide for the Services, Elocity has partnered with independent third-party providers of charging station services integrated with Elocity’s platform. Unless otherwise agreed by Elocity in a separate written agreement with you, the Services are made available solely for your personal use. You agree to not use the Services for any kind of profit making or commercialized services. YOU ACKNOWLEDGE THAT ELOCITY DOES NOT PROVIDE THE EV CHARGING STATIONS, THE ATTACHED EQUIPMENT AND THE RELATED HARDWARE USED THROUGH THE SERVICES (“HARDWARE”); THAT ALL SUCH HARDWARE IS PROVIDED BY THIRD-PARTY PROVIDERS WHICH IS NOT OWNED BY ELOCITY; AND THAT ELOCITY DOES NOT WARRANT THE APPROPRIATE AND SUSTAINED FUNCTIONING OF SUCH HARDWARE.
2.2. Account Creation. You will be required to create an account on the Application in order to access the Service (“Account”). You must be at least 18 years of age, to register on the Application. The registration will require certain personal information, such as your name, email address, and mobile phone number. You agree to maintain accurate, complete, and updated information in your Account failing which, Elocity may, on its own discretion, deactivate, suspend, or terminate your Account. You agree to keep the Account secure, and you shall not share your username and password with any third party. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that you will remain responsible for all activity that takes place under your Account.
3. PROPRIETARY RIGHTS
3.1. Customer Data. You shall retain all right, title and interest in and to the information, including your personal information, information regarding the payment methods, etc. that has been uploaded to the Application or Account (“Customer Data”). You represent and warrant that (i) you have all the necessary right and title to upload the Customer Data into the Application; (ii) you will not use the Service in any manner which violates any third party’s rights and (iii) by uploading, transmitting or allowing the transmission of any Customer Data via the Service, you grant Elocity the royalty-free, irrevocable, sublicensable, non-exclusive license to access, use, store, capture, maintain, transmit and display such Customer Data in whole or in part via the Service for the duration and in connection with Elocity’s provision of Services to you.
3.2. Elocity Materials. Elocity shall retain all right, title and interest in and to the Application, website, underlying software, codes, data, tools, techniques, features, design, look and feel of the Application interface, or other materials that it uses or develops in connection with its provision of the Service, subject to your rights to the Customer Data (the “Elocity Materials”). The Service, and all of its elements, shall also remain the intellectual property of Elocity or its licensors. You shall have no right, title, or interest: (i) in or related to the Services except for the limited license granted below; or (ii) to use or reference in any manner Elocity’s company names, logos, product and service names, trademarks, or services marks of Elocity’s licensors. All repairs, modifications, upgrades, and enhancements, including without limitation any suggestions or feedbacks for new features or functionality of the Services provided by you, are the property of Elocity.
3.3. User Generated Content. The Application may allow you to comment, give feedback with respect to the Application. Subject to such use of the Application, you represent and warrant that (i) you are of the age of 18 (eighteen) or older, (ii) the content posted on the Application is not defamatory, obscene, abusive, or violates or infringes any Intellectual Property Rights of any third party, and (iii) such content does not violate any applicable laws, rule, or regulations. For the purposes of these Terms, “Intellectual Property Rights” shall mean collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility, model and design patents or any extensions thereof; (ii) rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights in trademarks, trademark registrations, and applications therefore, trade names, service marks, service names, or logos; (iv) rights relating to the protection of trade secrets and confidential information; and (v) Internet domain names, Internet and World Wide Web URLs or addresses or mobile phone applications; (vi) mask work rights, mask work registrations and applications therefore; and (vii) all other intellectual or proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained. You shall be fully responsible for the content that you have posted or uploaded to the Application and Elocity disclaims all liabilities with respect to such user generated content. You shall indemnify Elocity for all losses, including reasonable attorney fees, arising out of any claim or demand by a third party due to the content uploaded by you.
3.4. License and Service. Subject to the terms and conditions of the Terms, Elocity hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable license to use the Service via the Application, only for its personal use and non-commercial purposes during the existence of your Account with Elocity. All rights not expressly granted to you in and to Elocity Materials are reserved by Elocity.
3.5. Restrictions. Except as expressly permitted under the Terms, you agree not to do the following: (i) copy all or any portion of the Elocity Materials other than for the sole purpose of back-up; (ii) reproduce, alter, modify, transmit, create derivative works of the Elocity Materials; (iii) decompile, reverse engineer, or disassemble all or any portion of the Elocity Materials or use a robot, spider, or any similar device to copy or catalogue any materials or information made available through the Service; (iv) derive or attempt to derive the Elocity Material’s source code by any means; (v) sell, rent, lease, distribute or otherwise transfer the Service to any third party; (vi) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services’ control or security systems, or allow or assist a third party to do so.
3.6. Customer Responsibilities. You shall (i) provide Elocity with all necessary co-operation in relation to these Terms; (ii) provide Elocity with all necessary access to such information as may be required by Elocity for the purpose of rendering Services under these Terms; (iii) carry out all other responsibilities and payments set out in these Terms in a timely and efficient manner; (iv) provide Customer Data in accordance with the restrictions specified in these Terms; (v) enter accurate information (where required) while using the Services and (vi) be solely responsible for the Customer Data uploaded on the Application, your network connections and telecommunications links from your systems to Elocity’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
3.7. Aggregated Data. Subject to confidentiality obligations and protections set forth in these Terms, Elocity may use Aggregated Data for adding, revising or improving the features and functionalities of the Software. “Aggregated Data” means data which is derived about the manner, frequency and pattern of usage of the Service by you, the Customer Data or content uploaded to the Software. Any content, including any personal information if included in the Customer Data shall be used in an aggregated, anonymized, and statistical manner such that the information is non-identifiable of the individual. Elocity will not share, with any third party, any data which reveals your Confidential Information.
4. REPRESENTATIONS AND WARRANTIES
4.1. Elocity’s Representations. Elocity represents and warrants that (i) Elocity shall at all times perform the Services in accordance with all laws, rules, regulation applicable to it and its business, (ii) the Software or Service, to the best of its knowledge, do not violate any proprietary and Intellectual Property Rights of any third party, (iii) it will not knowingly introduce any virus or other harmful computer code, files, scripts, or agents into the Software. Elocity will not and does not purport to provide any legal, taxation or accountancy advice under these Terms or in relation to the Services.
4.2. Disclaimer of Warranties. ELOCITY’S PROVISION OF THE APPLICATION OR WEBSITE OR SERVICE IS ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. ELOCITY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN PERFORMANCE OF THE SOFTWARE, OR SERVICE; HOWEVER, EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 4.1, ELOCITY MAKES NO WARRANTY AND DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE APPLICATION OR WEBSITE OR SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ELOCITY DOES NOT WARRANT: (I) THAT THE APPLICATION OR WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (II) THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR (III) THE QUALITY, SUITABILITY, OR SECURITY OF THE HARDWARE.
4.3. Customer’s Representations. You represent and warrant that (i) you shall comply with all applicable laws and regulations with respect to your activities under these Terms; (ii) the Service will be used only for purpose contemplated herein and for no other purpose, (iii) you are solely responsible for the Customer Data posted, uploaded or transmitted, while using the Service, (iv) you will not infringe, cause to infringe, or threaten to infringe Elocity’s or any other third party’s Intellectual Property Rights, (v) you have the right in Customer Data for the purpose of receiving continuous Service from Elocity, (vi) you will not use the Services in a manner that (a) is prohibited by any law or regulation, or (b) violate or tamper with the security of the Application.
5.1. Charges. You shall be charged an amount for the use of the Service (“Charges”). After each session of EV charging, the Application shall display the Charges applicable for the duration of use (including applicable transaction taxes such as sales, consumption, use tax or referred by such other nomenclature as applicable). You agree to pay the Charges immediately on the Application using a preferred online payment method. The Application allows you to save details of your payment methods (cards, wallets, UPI, etc.) on the Elocity platform for easier and faster payments. Elocity bills the user on a ‘per-use’ basis. Once you make the payment on the platform for the given session, the Application will allow the Hardware to be disconnected from the electronic vehicle and end the charging session. The invoice, along with the details or duration of all sessions will be available on the Application as well shared with you over your registered email and/or phone number. Elocity uses third party payment and settlement software integrated on its platform for billing and payment of Charges by users. The Charges for the use of Services may differ from time to time, as solely determined by Elocity and shall be notified to you through the Application or registered email.
6.1. Confidential Information and Exclusions. For purposes of this Clause, a Party receiving Confidential & Proprietary Information (as defined below) shall be the “Recipient” and the Party disclosing such information shall be the “Discloser“. Elocity Materials (including any source code, translations, compilations, partial copies and derivative works) is confidential and proprietary information of Elocity or its designated third party supplier, Customer Data is your confidential and proprietary information (in each case, “Confidential & Proprietary Information“). Confidential & Proprietary Information includes any non-public information disclosed by the Discloser whether marked or not as confidential. Confidential & Proprietary Information does not include information: (i) independently developed by Recipient without having access or using any Confidential & Proprietary Information; (ii) already in the public domain or comes in public domain through no wrongful act of Recipient, or (iii) received by Recipient from a third party who was free to disclose it, or (iv) information which is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body or pursuant to the rules of any applicable securities market or exchange; provided, however, that (i) the Recipient must provide prompt notice (to the extent legally permitted) of the proposed disclosure to the Discloser.
6.2. Obligations and Survival. Recipient hereby agrees that during the Term (defined below) and at all times thereafter it shall not misuse or disclose such Confidential & Proprietary Information to any person or entity, except to its Affiliates, directors, officers, employees, agents, attorney’s contractors (collectively “Representatives”) having a “need to know” and who are bound by similar nondisclosure restrictions, and to such other recipients as the Discloser may approve in writing, which approval shall not be unreasonably withheld. Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information, but in no event shall less than reasonable care be exercised. The confidentiality obligations shall survive for 5 (five) years from termination or expiration of these Terms.
6.3. Remedies. Recipient acknowledges that violation of the obligations under this Clause 6 would cause irreparable harm and may not be adequately compensated by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.
7. DATA SECURITY
7.2. Internal Security Controls. During the Term, Elocity shall use commercially reasonable efforts to ensure that it maintains industry standards encryption and security measures to prevent any hacking of information pertaining to Customer Data uploaded or entered into the Application while using the Services. Elocity shall use commercially reasonable measures to ensure that all Customer Data which is in the possession of and/or hosted, stored by Elocity pursuant to these Terms is not lost, damaged, tampered or corrupted or made inaccessible in any manner whatsoever.
7.3. Compliance with Laws. Elocity hereby undertakes to comply with all applicable statutes, laws, secondary legislation, regulations and common law duties pertaining to privacy, confidentiality and/or the protection of the confidential data, which are applicable and attributable to the Services provided to you and accordingly perform its obligations under these Terms.
8. LIMITATION OF LIABILITY
8.1. Limitation of Liability. IN NO EVENT WILL ELOCITY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF FEES PAID BY YOU TO ELOCITY UNDER THE APPLICABLE INVOICE FOR SERVICES WHICH GAVE RISE TO SUCH DAMAGES OR THE FILING OF SUCH CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8.2. Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED OR FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL ARISING HEREUNDER EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9.1. Indemnification by Customer. You agree to defend, indemnify, and hold Elocity and its officers, directors, employees, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees) and settlement amounts incurred in connection with any Claim arising from or related to (i) material breach of these Terms by you, (ii) breach of your confidentiality obligations (Clause 6) by you; (iii) the Customer Data infringing any third party Intellectual Property Rights or privacy rights, (iv) Customer Data being abusive, libellous, defamatory or hateful, (v) your gross negligence or wilful misconduct.
9.2. Infringement Claims. If the Application or Service is, or in the opinion of Elocity may become, the subject of any claim for infringement or if the Application or Service are adjudicatively determined to be infringing, then Elocity may, at its sole option and expense (a) modify the Application or Service so that it becomes non-infringing; (b) replace the infringing component of the Application or Service with non-infringing technology that is functionally equivalent or (c) obtain a license for you to continue to use the Application or Service provided hereunder. If Elocity determines that (a), (b), and/or (c) are not practicable, then it may terminate these Terms. Elocity’s obligations as set forth in this Clause 9.2 are subject to you: (i) giving Elocity prompt written notice of any such claim; (ii) giving Elocity sole control over the defense and settlement of any such claim; and (iii) providing full cooperation for the defense of any such claim, if required at Elocity’s expense. This Clause 9.2 states Elocity’s entire obligation and your sole and exclusive remedy regarding the claim hereunder.
10. TERM AND TERMINATION
10.1. Term. The term of these Terms shall commence from the Effective Date and shall remain valid until terminated by either Party (“Term”).
10.2. Termination for Convenience. Either Party may terminate these Terms at any time and for any reason.
10.3. Suspension/Termination for Abuse of Services. If Elocity has reasonable grounds to believe that you are utilizing the Services for any purpose other than as provided herein or using the Services in violation of these Terms, Elocity may, in its sole discretion, suspend the Services immediately with or without notice to you or terminate the Terms.
10.4. Effects of Termination. Upon termination of these Terms by either Party, you will discontinue further use of the Services and your Account shall be deactivated or removed from Elocity’s platform. You can download any required data from the Application before the termination is effective. Following any termination, you remain responsible for payments owed under these Terms. If there are any outstanding Charges, you will remain liable for all such amounts. If such unpaid Charges are not promptly remitted, you may become liable for additional service charges, fines, or penalties, and you may be subject to collection actions for any unpaid balance.
11.1. Assignment. You shall not assign or otherwise transfer any of your rights or obligations under these Terms whether by operation of law, change of control, or in any other manner, without the prior written consent of Elocity, and any assignment or transfer in violation of this provision is void.
11.3. Severability. Each provision of these Terms is a separately enforceable provision. If any provision of these Terms is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for these Terms to remain in effect, in accordance with its terms as modified by such reformation.
11.4. Notice. Any notice required to be sent to Elocity under these Terms shall be sent to firstname.lastname@example.org. Elocity may send notices to you on your registered email id or phone number. Elocity may also send notifications on the Application used by you. You consent to receiving notices/notifications on your registered email id, phone number and Application through acceptance of these Terms.
11.5. Waiver. Failure of either Party at any time to require performance of any provision of these Terms shall not affect the right to require full performance thereof at any time thereafter, and the waiver by any Party of a breach of any provision shall not be taken to be a waiver of any subsequent breach thereof or as nullifying the effectiveness of such provision.
11.6. Force Majeure. Elocity shall be liable to the other for any delay or failure to perform its obligations hereunder, if such delay is due to any cause or causes beyond the reasonable control including, but are not limited to, acts of God, strikes, lockouts, riots, government restrictions (including the denial or cancellation of any export of other necessary license), wars, terrorism, insurrections, civil disturbances, earthquake, weather, fire, explosions, epidemic, pandemic, and/or any other cause beyond the reasonable control of Elocity whose performance is affected (including mechanical, electronic, or communications failure). A prompt written notice of the ‘Force Majeure Event’ shall be provided by Elocity.
11.7. Dispute Resolution. Parties shall endeavour to resolve any controversy or claim arising out of or relating to these Terms, or the breach thereof, amicably through discussions. You can reach out to our customer support team at email@example.com for any grievances or queries.
11.8. Governing Law and Jurisdiction. The Terms shall be governed under the laws of Province of Ontario, and the competent courts situated in the Province of Ontario, Canada shall have exclusive jurisdiction over all matters arising under these Terms.
11.9. Survival. Following Clauses shall continue to survive any termination or expiration of these Terms: Clause 4 (Representations and Warranties), Clause 6 (Confidentiality), Clause 8 (Limitation of Liabilities), Clause 9 (Indemnity), Clause 11 (Miscellaneous) or any provision, which by its nature should survive termination.