Master Services Agreement for Epic Charging
Describes the rules you agree to when using our servicesThis Master Services Agreement (this “Agreement”) applies to your use of the Services. If you have an active, duly executed contract that covers the Services defined below (“Existing Contract”) and disclaims the applicability of this Agreement, the Existing Contract will govern your use of the Services.
UNDER THIS AGREEMENT, YOU AND EPIC CHARGING WAIVE ANY RIGHT TO JURY TRIAL OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT.
You represent that you are authorized to act on behalf of the owner of the account you are registering or using (such owner, “Customer” or “you”) and to bind them to this Agreement. By registering for an account, executing an Order Form, otherwise indicating your agreement to this Agreement and/or using the Services, Customer is entering into this binding Agreement with Epic Charging, Inc. (“Epic Charging” or “we”).
We may modify this Agreement to, for example, reflect changes to the law or changes to our Services. Such modifications will take effect on the stated update date unless you have a then-active Order Form disclaiming the applicability of updates, in which case such changes will take effect for any extensions or renewal terms. We will post notice of modifications to this Agreement on this page. If you do not agree to the modifiedAgreement, you should discontinue your use of the Services.
- Certain Definitions.
- Available Services.
- “Services” means the Free Trial Services and Purchased Services. The Services include Epic Charging’s cloud-based software platform, Epic Charging’s mobile application(s) (“Epic Charging Apps”), and other products and services purchased under the mark of Epic Charging.
- “Free Trial Services” means Services that Epic Charging makes available to Customer free of charge
- “Purchased Services” means Services that Customer purchases from Epic Charging under an Order Form or Online Purchase Portal.
Licenses to Customer.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- “Customer Content” means the electronic data, information and other content that Customer uploads to, integrates with or makes available through the Services or otherwise to Epic Charging, and any content that Customer collects or generates in its use of the Services, including messages, reviews, video, maps, models, folders, data, text, photographs, images, and data gathered by a Robot or User device.
- “Epic Charging Content” means any data, information and other content that is made available via the Services to Customer, excluding Third Party Services and Customer Content.
- “Order Form” means an order form signed by both parties.
- “Charger” means device used to charge an electric vehicle.
- “Vehicle” means any automotive device used for people or goods transportation.
- “Third Party Content” means information obtained by Epic Charging from publicly available sources, from its third party content providers, or from third party software providers, and made available to Customer through the Services, including linked information.
- “Third Party Services” means Non-Epic Charging Apps and Third Party Content.
- “User” means a unique individual end user accessing or using the Services under Customer’s account, also referred to as a “subscriber”.
Epic Charging Obligations
- During the subscription term shown in an Order Form or Online Purchase Portal and subject to the terms of this Agreement and such Order Form or Online Purchase Portal, or for the duration of the Free Trial, as applicable, Epic Charging grants Customer a non-exclusive, non-sublicensable and non-transferable right to access and use the Services and to download and use the Epic Charging Apps on devices that you own or control, all of the foregoing only for Customer’s own internal business purposes. You may not distribute or make the Epic Charging App available over a network where it could be used by multiple devices at the same time. You may not transfer or redistribute the Epic Charging App and, if you sell your device to a third party, you must remove the Epic Charging App first. You may not copy the Epic Charging App or attempt to derive its source code (except as and only to the extent that any foregoing restriction is prohibited by applicable law).
Data Privacy and Security
- Provision of Services and Support. Epic Charging will make the Services available to Customer pursuant to this Agreement and the applicable Order Forms or Online Purchase Portal requirements. Epic Charging will provide applicable Epic Charging standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased. Epic Charging will use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Epic Charging will usually give advance electronic notice), and (ii) emergency maintenance and any unavailability caused by circumstances beyond Epic Charging’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem (other than one involving Epic Charging’s employees), Internet service provider failure or delay, Third Party Services or other Customer hardware or systems, or denial of service attack. The Services in the form provided by Epic Charging will comply with applicable laws and regulations. Epic Charging may use third party service providers to provide Services on its behalf, provided that Epic Charging will remain responsible for fulfilling its obligations under this Agreement.
- Epic Charging will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Content. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Content (other than by Customer or Users).
- Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Epic Charging will make Customer Content available to Customer for export or download. After such 30-day period, Epic Charging will have no obligation to maintain or provide any Customer Content, and may thereafter remove all Customer Content in its possession or control.
- Free Trial Services.
- Epic Charging may suspend or discontinue Free Trial Services at any time for any reason or no reason. Any additional terms and conditions appearing on Free Trial Services registration web pages are incorporated into this Agreement by reference.
- ALL CUSTOMER CONTENT AND CUSTOMIZATIONS ASSOCIATED WITH FREE TRIAL SERVICES WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH CUSTOMER CONTENT BEFORE THE END OF THE FREE TRIAL SERVICES PERIOD.
- NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY Epic Charging” SECTION BELOW, (A) ALL FREE TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY; AND (B) Epic Charging AND ITS AFFILIATES WILL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE Epic Charging’S TOTAL CUMULATIVE LIABILITY WITH RESPECT TO SUCH SERVICES SHALL NOT EXCEED USD $1,000.00.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY RESPONSIBLE FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF FREE TRIAL SERVICES.
- Customer shall ensure that each User is individually registered and that Users do not share their access credentials with others.Customer shall ensure that each Charger is individually registered and the amount of purchased licenses equals the number of purchased of appropriate service level. In particular (i) Customer will assign a single Charger for each subscriber license; provided that Customers may reassign a subscriber license to a new Charger in good faith for a bona fide business purpose (i.e., not as a means to avoid purchasing additional subscriber seats), (ii) the total number of Users may not exceed the number of subscribers (or “subscriber licenses”) specified in any Order Form or Online Purchase Portal
- If the Order Form or Online Purchase Portal specifies the license service level, basic, advanced or fleet.
- Notwithstanding the foregoing, machine user accounts that act on behalf of multiple individual Users may be created with prior written consent from Epic Charging for the sole purpose of Customers controlling the use of Epic Charging’s API. If the Epic Charging API is used, additional terms specified in the API online portal apply.
Third Party Services.
- Customer (a) is responsible for all activity occurring in its account and under the access credentials issued to Users and its Affiliates, (b) is responsible for the accuracy, quality and legality of Customer Content, the means by which Customer acquired Customer Content, Customer’s use of Customer Content with the Services, and the interoperation and functioning of any Third Party Services, (c) will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Epic Charging promptly of any such unauthorized access or use, (d) will use Services only in accordance with applicable laws and regulations, and (e) will comply with terms of service of any Third Party Service and with the terms and conditions applicable to any Robot or other hardware used in connection with the Services as specified by the manufacturer or distributor of such Robot or other hardware.
- Usage Restrictions. Customer will not (a) make any Service available to third parties or use any Service for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form(s), (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service or Third Party Service to store or transmit illegal, infringing, libelous, or otherwise unlawful or tortious material, or material that violates third party rights, including privacy rights, or intentionally use the Service to collect images of people or personal information (as defined by applicable law and regulation), (d) use a Service or Third Party Service to store or transmit malicious code or other code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of any Services or Third Party Service, (f) attempt to gain unauthorized access to any Services or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents subscriber or site or location limits, or use any Services to access or use any of Epic Charging intellectual property except as permitted under this Agreement or Order Form(s), (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) publicly display the output of the Services in a manner that misleads others that such output was generated by Customer’s services and not that of Epic Charging for the purpose of promoting Customer’s services, (j) frame or mirror any part of any Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent, (l) use the Services for or in connection with any military purpose or harm or intimidation of any person or animal, including (1) direct or indirect use by armed forces, paramilitary force, police force or militia, (2) incorporate into weapons, or use in the production, maintenance or testing of weapons or operations or activities of a military or police nature, or (3) use as parts or components of military items, and (m) use or intend to use the Services for any harmful, illegal or hazardous purpose.
Fees and Payment.
- Epic Charging or third parties may make Third Party Services available to Customer. Customer’s acquisition and use of Third Party Services, including any exchange of data between Customer and any Third Party Service, is solely between Customer and the applicable third party. Epic Charging does not warrant or support Third Party Services, whether or not they are available within the Services, unless expressly provided otherwise in an Order Form. Epic Charging is not responsible for any disclosure, modification or deletion of Customer Content or Third Party Content resulting from a Third Party Service.
- Integration with Third Party Services. The Services may interoperate with and allow Customer to export or integrate data to Third Party Services. Epic Charging cannot guarantee the continued availability of such functionality and may cease providing it without entitling Customer to any refund, credit, or other compensation (for example and without limitation, if the provider of a Third Party Service ceases to support interoperation in a manner acceptable to Epic Charging).
- Customer also acknowledges and agrees that Leapfrog Power, Inc. will process any data provided or made available to Leapfrog Power, Inc. by or on behalf of Customer as set forth in Leapfrog Power, Inc.’s Usage Data Authorization Terms in California and Massachusetts.
- Fees. Customer will pay all fees specified in the applicable Order Forms or Online Purchase Portal. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
- Invoicing and Payment. Customer will provide Epic Charging with valid and updated credit card information or an alternative payment source reasonably acceptable to Epic Charging (such as bank transfer or ACH). If Customer provides credit card information to Epic Charging, Customer authorizes Epic Charging to charge such credit card for all Purchased Services listed in the Order Form or Online Purchase Portal for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form or Online Purchase Portal. If the Order Form specifies that payment will be by a method other than a credit card, Epic Charging will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Epic Charging and notifying Epic Charging of any changes to such information.
- Payment Disputes. Epic Charging will not exercise its rights under the “Overdue Charges” or “Suspension” sections if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
- Taxes. Epic Charging’s fees do not include all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Epic Charging has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Epic Charging will invoice Customer and Customer will pay that amount unless Customer provides Epic Charging with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Epic Charging is solely responsible for taxes assessable against it based on its income, property and employees.
- Customers acknowledge that the Services have the potential to generate credits (including carbon credits and renewable-energy credits), offsets, benefits, reductions or other tradable environmental air quality benefits, beneficial allowances or environmental attributes (collectively “Carbon Credits”). As a customer, if you do not notify Epic Charging in writing within 30 days from the date of your first use of the Services (the “Request Period”) of your intent to pursue Carbon Credit redemption individually or request that Epic Charging do so on your behalf, you waive all rights to the receipt or transfer of any Carbon Credit in connection with your use of the Services and agrees that the right to transfer, monetize or otherwise benefit from the Carbon Credits potentially derived from your use of the Services will be retained exclusively by Epic Charging. If you request that Epic Charging redeem Carbon Credits on your behalf during the Request Period, Epic Charging will collect said Carbon Credits and deduct all fees incurred by Epic Charging in connection with the redemption process prior to transmitting the balance to you. If you choose to redeem Carbon Credits individually, Epic Charging will not provide any support, advice or assistance in relation to this process.
Proprietary Rights and Licenses.
- Epic Charging provides access to capacity payments to its customers. Customer has a right to claim capacity and demand response payments directly through the portal. If customer is not claiming these right s within first 15 days of each calendar quarter. If Customer chooses not to do so, customer automatically agrees that the right to transfer, monetize or otherwise benefit from capacity and demand response payments transfers to Epic Charging.
- Ownership. As between the parties, Epic Charging owns all right, title and interest in the Services and the Epic Charging Content, and the applicable third parties own all right title and interest in the Third Party Services. Epic Charging and such third parties reserve all rights other than as expressly set forth herein. Epic Charging may use any suggestions or feedback without accounting, attribution or compensation to Customer.
- As between the parties, Customer is the author/creator of and owns all right, title and interest in Customer data. Except as expressly set forth herein, nothing contained in this Agreement shall be construed as granting Epic Charging any right to use Customer Content. To the extent that Epic Charging is held to be the author/creator of any Customer Content created via the Services, Epic Charging hereby assigns to Customer all right, title and interest in such Customer data.
- If Customer uses a Third Party Service with or as part of the Service, Customer grants Epic Charging permission to allow the Third Party Service and its provider to access Customer data and information about Customer’s usage of the Third Party Service as appropriate for the interoperation of that Third Party Service with the Service.
- Customer Content Representations and Warranties. Customer is solely responsible for the Customer Content and the consequences of posting or publishing Customer Content. Customer represents and warrants that: (a) Customer is the creator and owner of, or has the necessary licenses, rights, consents, and permissions to use the Customer Content and to authorize Epic Charging to use the Customer Content as described herein; and (b) the Customer Content, and the use thereof as contemplated herein, does not: (i) infringe any third-party right, including any intellectual property, privacy or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.
- Customer Content Disclaimer. Epic Charging is under no obligation to edit or control Customer Content that Customer and its Users post or publish, and will not be in any way responsible or liable for Customer Content. Epic Charging may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that in its sole judgment violates this Agreement or is otherwise objectionable.
Warranties and Disclaimer.
- Confidential Information. “Confidential Information” means any information relating to or disclosed in the course of this Agreement, which is or should be reasonably understood to be confidential. The terms of this Agreement are the Confidential Information of each party (not to be disclosed by a party without the written consent of the other) and any non-public Epic Charging Content, Third Party Services, and data regarding the performance of the Services is Epic Charging Confidential Information. Confidential Information does not include information that (a) is or becomes part of the public domain through no fault of the receiving party, (b) was already in possession of the receiving party, or (c) was independently developed by the receiving party without violation of this section.
- Mutual Obligations. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations and exercising its rights under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party. The receiving party may disclose Confidential Information if required to do so by law, if the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure.
- Epic Charging Warranties. Epic Charging warrants that during an applicable subscription term (a) Epic Charging will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Content, (b) Epic Charging will not materially decrease the overall security of the Services, (c) subject to the “Third Party Services” section above, Epic Charging will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
- Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Epic Charging MAKES NO WARRANTY AND HAS NO LIABILITY FOR THIRD PARTY SERVICES. FOR THE AVOIDANCE OF DOUBT, Epic Charging SHALL NOT BE RESPONSIBLE FOR ANY LOSS, CORRUPTION OR DESTRUCTION OF CUSTOMER CONTENT OR THIRD PARTY SERVICES.
Limitation of Liability.
- Indemnification by Epic Charging. Epic Charging will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Epic Charging in writing of, a Claim Against Customer, provided Customer (a) promptly gives Epic Charging written notice of the Claim Against Customer, (b) gives Epic Charging sole control of the defense and settlement of the Claim Against Customer (except that Epic Charging may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Epic Charging all reasonable assistance, at Epic Charging’s expense. If Epic Charging receives information about an actual or potential infringement or misappropriation claim related to a Service, Epic Charging may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Epic Charging’s warranties under “Epic Charging Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Epic Charging, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form or Online Purchase Portal for which there is no charge; or (4) a Claim Against Customer arises from Customer Content, a Third Party Service or Customer’s breach of this Agreement or applicable Order Forms or Online Purchase Portal conditions. This “Indemnification by Epic Charging” section states Epic Charging’s sole liability to, and Customer’s exclusive remedy for, intellectual property claims.
- Indemnification by Customer. Customer will defend Epic Charging and its Affiliates against any claim, demand, suit or proceeding made or brought against Epic Charging by a third party alleging (a) that any Customer data or Customer’s use of Customer data with the Services, (b) any Third Party Service used by Customer other than those provided by Epic Charging to Customer as part of the Services, or (c) the combination of a Third Party Service and the Services other than the ones provided by Epic Charging to Customer as part of the Services, infringes or misappropriates third party intellectual property rights, or arising from Customer’s use of the Services, Third Party Services, Epic Charging data or Customer data in an unlawful manner or in violation of the Agreement, Order Form or Online Purchase Portal conditions (each a “Claim Against Epic Charging”), and will indemnify Epic Charging from any damages, attorney fees and costs finally awarded against Epic Charging as a result of, or for any amounts paid by Epic Charging under a settlement approved by Customer in writing of, a Claim Against Epic Charging, provided Epic Charging (a) promptly gives Customer written notice of the Claim Against Epic Charging, (b) gives Customer sole control of the defense and settlement of the Claim Against Epic Charging (except that Customer may not settle any Claim Against Epic Charging unless it unconditionally releases Epic Charging of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Epic Charging arises from Epic Charging’s breach of this Agreement or applicable Order Forms or Online Purchase Portal conditions.
Term, Suspension and Termination
- Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
- Consequential Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
- Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form or Online Purchase Portal. Except as otherwise specified in an Order Form or Online Purchase Portal, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form or Online Purchase Portal, renewal of promotional or one-time priced subscriptions will be at Epic Charging’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
- If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Epic Charging to charge to Customer’s credit card), Epic Charging may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for Customers paying by credit card or direct debit whose payment has been declined, Epic Charging will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
- Epic Charging may suspend or terminate the Services upon any breach of the sections “Customer Usage and Customer Content” or “Customer Content Representations and Warranties”, or any other use of the Services that in Epic Charging’s judgment threatens the security, integrity or availability of Epic Charging’s services, or any other use that may create liability for Epic Charging or the providers of Third Party Services. Epic Charging will use commercially reasonable efforts under the circumstances to inform Customer of the suspension or termination and will work with Customer in good faith if Customer attempts to resolve the issue. If usage does not come into compliance with this Agreement and any other applicable terms between you and Epic Charging, we reserve the right to limit your account or terminate the Services. For the avoidance of doubt, fees will not be tolled during any suspension or termination and no refunds will be given.
- Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
- Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Epic Charging will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Epic Charging in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees due for the period prior to the effective date of termination.
- Surviving Provisions. The sections titled “Free Trial Services,” “Removal of Third Party Services and Customer Content” (but not including the license to Epic Charging), “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Data Privacy and Security” will survive any termination or expiration of this Agreement for so long as Epic Charging possesses Customer Content.
- Export Compliance, Anti-Corruption. The Services and the associated content may be subject to export laws and regulations of the United States and other jurisdictions. Customer will not permit any User to access, use or export any of the foregoing in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. Each party represents that it is not named on any U.S. government denied-party list. In addition, each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
- Marketing. Unless provided otherwise in the Order Form, Epic Charging may publicly refer to Customer orally and in writing, including on Epic Charging’s website and sales presentations, as a customer of Epic Charging and may use Customer’s logo for such purposes.
- Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the parties relating to this subject matter and supersedes all other agreements, proposals or representations, written or oral, concerning such subject matter. If Customer purchases additional services or uses the Epic Charging API, additional terms may apply. Any restrictions set forth in the Online Purchase Portal apply to the Services purchased through such portal. Any conflicting or additional term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms executed by Epic Charging) is void. In the event of conflict or inconsistency, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
- Assignment. This Agreement is not transferable or assignable without prior written consent of the non-assigning party, except that either party may assign this Agreement in its entirety (including all Order Forms) without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- Notice. All notices shall be given and directed to Epic Charging, Inc., attention: General Counsel, 548 Market St. #34583, San Francisco, California 94104, U.S.A., with an email copy to legal@Epic Charging.com. All notices to Customer will be addressed to the relevant Services system administrator designated by Customer. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery with a copy sent by email on the same day, and (b) the second business day after mailing with a copy sent by my email on the day of mailing. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer.
Last Updated 11/11/2022