Terms and Conditions

The following terms and conditions apply to all use of the website and all content, services and products available at or through the eDRV website (“Website”).

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: "Customer", “Client”, “You” and “Your” refers to you, the person logging on to this website and compliant to the Company's terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to eDRV. “Party”, “Parties”, or “Us”, refers to both the Customer and ourselves.

The Website is owned and operated by eDRV, Inc. with headquarters at 315 Montgomery St. 10th Floor, San Francisco, CA 94104 (“eDRV”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the Privacy Policy), terms and conditions published from time to time on the Website (the “Agreement”).

By accessing or using any part of the Website, you agree to the terms and conditions of the Agreement. If you do not agree to all the terms and conditions outlined herein, then you may not access the Website or use any services. By creating a free or paid account on the Website, you agree to the following terms and conditions for the supply of electric vehicle (EV) charging software.

All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Customer in the most appropriate manner for the express purpose of meeting the Customer's needs in respect of provision of the Company's stated services, in accordance with and subject to, prevailing law of the Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Definitions

1. Vision

eDRV provides remote management and control capability for electric vehicle charging stations via its Cloud Hosted Software. The Customer wishes to use Cloud Hosted Software to manage an EV charging network. eDRV desires to sell licenses to Cloud Hosted Software to Customer in unspecified amounts as required and requested by Customer.

2. Cloud Hosted Software

eDRV shall sell to Customer, the licenses to use its Cloud Hosted Software to manage networked EV charging stations. The Cloud-Hosted Software is licensed, not sold, and made available to the Customer, conditional upon the payment of all applicable fees (“Subscription Fees”). eDRV grants Customer a non-exclusive, non-sublicensable, revocable and non-transferable license to access and use the Cloud Hosted Software as set out in this Agreement.  This Agreement does not constitute an assignment of the eDRV's intellectual property rights therein. The Customer acknowledges that at all times, the eDRV shall retain all patent, copyright, trade secret, and other intellectual property rights it may have in such Cloud Hosted Software. The Customer will not represent Cloud Hosted Software or any derivative thereof as its own intellectual property.

3. Activation 

Customer may order Licenses via the eDRV Admin Dashboard, email, API calls, or other means made available from time to time. ("Activation"). Each Activation shall be deemed to incorporate therein all of the terms and conditions of this Agreement. In the event of ongoing operations, Customer shall be deemed to have activated a License when an EVSE is connected to eDRV’s Cloud Hosted Software. 

4. Marketing

eDRV shall have the right to reference Customer’s name and logo in its marketing materials. Customer will cooperate as commercially reasonable to assist eDRV in the creation of a case study describing Customer’s use of the eDRV’s services.

5. Term and Termination

5.1. In addition to any other remedies it may have, either Party may also terminate this Agreement upon written notice (or without notice in the case of non-payment) if the other party breaches any of the material terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after receiving notice from the non-breaching Party specifying the breach. Customer will pay in full for the Cloud Hosted Services up to and including the last day on which the Cloud Hosted Services are provided.

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

6. Warranties

Each Party represents and warrants that it has the legal power and authority to enter into these terms.

6.1. CLOUD HOSTED SOFTWARE WARRANTY: eDRV warrants that it shall use reasonable efforts consistent with prevailing industry standards to maintain the Cloud Hosted Software in a manner that minimizes errors and interruptions, and perform to a high standard, in accordance with applicable requirements outlined in this Agreement.

eDRV will use commercially reasonable efforts, at no charge to Customer, to correct reported non-conformities, bugs, and errors in its Cloud Hosted Software. If eDRV determines corrections to be impracticable, either Party may terminate the Agreement. In this case, Customer will receive a prorated refund of any pre-paid fees for the terminated portion of the applicable term. Remedies for claims of warranty breaches shall not be available to Customer: (i) unless Customer makes a claim within thirty (30) days of the date on which it first noticed the non-conformity, or (ii) if the non-conformity was caused by Customer’s misuse, unauthorized modifications of the software, or third- party products, software, services or equipment not provided or recommended by eDRV for use in connection with eDRV-provided software. eDRV’s sole liability, and Customer’s sole and exclusive remedy, for any breach of the Cloud Hosted Software Warranty, are set forth in this Article 6 of the Agreement.

WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES, SUPPORT, AND ADDITIONAL SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING EDRV’S EXPRESS OBLIGATIONS IN THESE TERMS, EDRV DOES NOT WARRANT THAT CUSTOMERS’ OR DRIVERS’ USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EDRV WILL REVIEW CUSTOMER’S DATA FOR ACCURACY OR THAT EDRV WILL PRESERVE OR MAINTAIN DRIVER DATA WITHOUT LOSS. CUSTOMER UNDERSTANDS THAT CUSTOMER’S AND DRIVER’S USE OF THE CLOUD HOSTED SOFTWARE NECESSARILY INVOLVES TRANSMISSION OF DATA OVER THIRD-PARTY NETWORKS THAT EDRV DOES NOT OWN, OPERATE OR CONTROL, AND EDRV IS NOT RESPONSIBLE FOR ANY CUSTOMER DATA LOST, ALTERED, INTERCEPTED, OR STORED ACROSS SUCH NETWORKS. EDRV CANNOT GUARANTEE THAT EDRV’S SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF CUSTOMER DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT EDRV’S SECURITY MEASURES OR THOSE OF THIRD PARTY SERVICE PROVIDERS. EDRV WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, CELLULAR, AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE EDRV’S REASONABLE CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

7. Intellectual Property Infringement Indemnification

If any third-party claims or asserts in any suit, action, or proceeding that the use by Customer or any Customer directors, officers, employees and agents (the "Customer Indemnified Parties"), of the Cloud Hosted Software or any portion thereof infringes or violates any patent, copyright, trademark, trade secret or other third-party intellectual property right, Customer shall promptly notify eDRV thereof and eDRV shall, at its own expense, defend such action and indemnify and hold harmless Customer Indemnified Parties from and against any and all claims, losses, damages, judgments, costs, and expenses (including attorneys' fees) arising therefrom or caused thereby. eDRV shall permit Customer to participate in such defense to the extent that, in Customer's judgment, Customer may be prejudiced thereby, and eDRV shall not settle any such action without the prior written consent of Customer, which consent shall not be unreasonably withheld, conditioned or delayed. If any of the Customer Indemnified Parties is enjoined from using the Cloud Hosted Software or any portion thereof, eDRV shall promptly, at its expense, accomplish one of the following: (a) procure for Customer Indemnified Parties the right to use the Cloud Hosted Software or portion thereof, the use of which is enjoined; (b) modify the Cloud Hosted Software or applicable portion thereof so that it is no longer infringing, but still performs the same functions in a technically and functionally equivalent manner; or (c) modify the Cloud Hosted Software with a non-infringing product which performs the same functions in a technically and functionally equivalent manner. If, despite exercising its best efforts, eDRV is unable to accomplish one of the foregoing measures, Customer may immediately terminate this Agreement effective upon written notice to eDRV. The obligations of this section shall survive the termination or expiration of this Agreement.

8. Support Services

Throughout the term of this Agreement, eDRV may make available to Customer support services with respect to the Cloud Hosted Software.

9. Vendor Covenants

eDRV and Customer covenant to each other as follows:

a) During the Term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, neither eDRV nor Customer shall: (i) make any solicitation to employ the other’s personnel without the written consent of such other Party, to be given or withheld in such other Party’s sole discretion; or (ii) solicit or accept, directly or indirectly, business from such other Party’s customer other than in the performance of services under this Agreement. For purposes of this section 9 a), a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the Internet, shall not be construed as a solicitation or inducement of any personnel, and the hiring of any such person who freely responds thereto shall not be a breach of this Section 9 a).

b) In the course of performance of the Parties’ obligations under this Agreement, eDRV and Customer will each have access to the other Party’s Confidential Information. Each of the Parties will continue to own its respective proprietary rights in its Confidential Information, and eDRV and Customer shall: (i) treat all Confidential Information of the other Party as strictly confidential; (ii) not disclose Confidential Information of the other Party or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the other Party in each instance, and (iii) not use any Confidential Information of the other Party for any purpose except as required in connection with this Agreement. Either Party shall notify the other Party immediately in the event it becomes aware of any loss or disclosure of any of the other Party’s Confidential Information. Confidential Information shall not include information that: (ix) is or becomes generally available to the public other than through the other Party’s breach of this Agreement; or (x) is communicated to a Party by a third party that had no confidentiality obligations with respect to such information.

10. Restrictions and Responsibilities

10.1. Except as otherwise expressly permitted in this Agreement, Customer will not: 

1. reproduce, modify, adapt or create derivative works of the Cloud Hosted Software or any software, documentation or data related to the Cloud Hosted Software; 
2. rent, lease, distribute, sell, transfer or provide access to the Cloud Hosted Software to a third party; 
3. interfere with or otherwise circumvent mechanisms in the Cloud Hosted Software intended to limit Customer’s use; 
4. reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to Cloud Hosted Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to eDRV); 
5. remove or obscure any proprietary or other notices contained in Cloud Hosted Software; 
6. use the Cloud Hosted Software for competitive analysis or to build competitive products; 
7. publicly disseminate information regarding the Cloud Hosted Software without the express agreement of eDRV; or 
8. encourage or assist any third party to do any of the above.
   

10.2. Customer represents, covenants and warrants that Customer will use the Cloud Hosted Software only in compliance with eDRV’s standard published policies in effect (the “Policies”) and all applicable laws and regulations.

10.3. Customer and eDRV hereby agree to indemnify and hold harmless each other against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from the gross negligence or willful misconduct of the other.  

10.4. Customer shall be responsible for the management of all devices and equipment connected to Cloud Hosted Software. Customer will indemnify and hold eDRV harmless in connection with any claim or action that arises from the operation of devices and equipment connected to Cloud Hosted Software.

10.5. Although eDRV has no obligation to monitor Customer’s use of the Cloud Hosted Software, eDRV may do so and may prohibit any use of Cloud Hosted Software it believes may be (or alleged to be) in violation of the foregoing.

10.6. Customer shall be responsible for obtaining and maintaining any Equipment and ancillary services necessary to enable the proper functioning of the Cloud Hosted Software, including, without limitation, access to 4G network, adequate maintenance of Equipment, and the like. 

10.7 Customer shall also be responsible for maintaining the security of the Customer account, passwords (including but not limited to administrative passwords and passwords of Customer’s staff) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

The responsibilities of Customer and eDRV are further outlined in Section 19 of this Agreement. 

11. Force Majeure

‍Neither eDRV nor Customer shall be liable to the other for any delays in performance or nonperformance of any obligations hereunder to the extent that such performance is prevented or delayed by acts of God or other causes beyond the control of such Party (“Force Majeure Event”), and no default hereunder shall result therefrom; provided, however, that no such excuse of performance shall extend beyond a period of ninety (90) days after the initial occurrence of the applicable Force Majeure Event.

12. Limitation of Liability

‍Unless otherwise specified in this agreement, neither eDRV nor Customer shall be liable to the other for any special, indirect, or consequential damages arising out of this Agreement, even if advised in advance of the possibility of such damages.

13. No Assignment

‍Neither eDRV nor Customer may assign any of its rights or delegate any of its duties pursuant to this Agreement without the prior written consent of the other, and any attempted assignment without such consent shall be void. Notwithstanding the foregoing, Customer may assign this Agreement to its parent company or any now-existing or future direct or indirect subsidiary of such parent company upon prior notice to eDRV without such consent.

14. Changes

‍The terms and conditions of this Agreement may not be amended, waived, or modified, except in a writing signed by the Party to be charged therewith, and all terms and conditions will survive a change of control or ownership by either party. 

15. No Waiver

‍No failure or delay of either Party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercises of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be construed as a waiver thereof with respect to any other circumstances.

16. Headings

‍The headings of sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement in any way.

17. Entire Agreement

This Agreement, including all attached schedules and exhibits referenced herein, constitutes the entire agreement between Customer and eDRV with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and proposals, oral or written, and all other communications between the Parties, with respect to such subject matter.

18. Subscription Fees

Customer shall pay to eDRV all sales and use taxes levied, assessed, or imposed on eDRV by federal, state, or local governmental authorities in connection with the services provided to the Customer, except any such taxes based on eDRV's income, which shall be borne by eDRV. The fees for eDRV’s services are set out in the Pricing and Payment Terms, to which Customer hereby agrees and accepts.

19. Scope of Services

20. Confidential Information and Disclosure

As used herein, “Confidential Information” will mean any and all non-public technical and non-technical information provided by either eDRV or Customer to the other party, which may include without limitation information regarding: 

1. patent and patent applications; 
2. trade secrets; 
3. proprietary and confidential information, ideas, samples, media, hardware prototype, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, and formulae related to the current, future, and proposed products and services of both eDRV and Customer, including without limitation of either company’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and third-party confidential information that a party provides to the other party; and 
4. all other information that eDRV knew, or reasonably should have known, was the Confidential Information of the Customer. If the Confidential Information is embodied in tangible material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), it will be labeled as “Confidential” or bear a similar legend.
   

21. Data Protection and Security

21.1. Customer shall own all rights, title, and interest in and to the Customer Data collected on its behalf by eDRV and its Cloud Hosted Software. eDRV receives a limited license to use this Customer Data for the provision of the services to Customer as specified in this Agreement. eDRV will support the Drivers’ ability to terminate their accounts and request the removal of their data from Cloud Hosted Software.

21.2. eDRV owns and retains all rights, title, and interest in and to 

1. the Cloud Hosted Software, all improvements, enhancements or modifications thereto, 
2. any software, applications, inventions or other technology developed in connection with Cloud Hosted Software or support, and
3. all Intellectual Property Rights related to any of the foregoing.
   

21.3. Notwithstanding anything to the contrary, eDRV shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of Cloud Hosted Software and related systems and technologies (including, without limitation, information concerning Drivers’ use of the Cloud Hosted Software. eDRV will be free during and after the term of this Agreement to a) use such information and data to improve and enhance the Cloud Hosted Software and for other development, diagnostic and corrective purposes and the development of other software offerings, and b) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.

21.4. To the extent that eDRV processes Personal Data disclosed by the Drivers, the eDRV warrants that 

1. it relies on Third Party cloud hosting service providers and Driver and Customer data are stored on servers in the United States; it will act on instructions from Customer in relation to the processing of the Drivers’ personal data (“Personal Data”); 
2. eDRV has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of that Personal Data and against loss or corruption of that Personal Data; and 
3. eDRV will not transfer or permit the transfer of that Personal Data outside the United States without the prior written consent of Customer, and 
4. eDRV will not sell any Personal Data collected.
   

21.5. Nothing in these terms prevents the eDRV from disclosing Personal Data to the extent required by law, subpoenas or court orders; eDRV will use commercially reasonable efforts to notify Customer where permitted to do so. eDRV strives to balance Customer’s and Drivers’  privacy rights with other legal requirements.

21.6. Customer will not submit to the Cloud Hosted Software or use Cloud Hosted Software to collect any Sensitive Data. Customer also acknowledges that eDRV’s Services are not PCI DSS compliant. 

22. Governing Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the Netherlands (without giving effect to any conflicts or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).