TERMS OF USE


PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SERVICE. BY USING THE SERVICE OR CLICKING “AGREE” YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THESE TERMS OF USE ON THEIR BEHALF.

These terms of use are between Weave Grid, Inc. (WeaveGrid), and the user agreeing to these terms (User).


1. SOFTWARE SERVICE.

These terms of use provide User access to and usage of an Internet-based software service, including, without limitation, its features, functions, user interface, and underlying software, for purposes of sharing and modifying EV (as defined below) charging behavior (Service).


2. USE OF SERVICE.

  1. User Owned Data. All data provided by User or the EV (as defined below) into or through the Service remains the property of User, as between WeaveGrid and User (User Data). User represents and warrants to WeaveGrid that User has provided all required notices and has obtained all required licenses, permissions, and consents regarding User Data for use within the Service under these terms of use, including but not limited to permissions from the registered owner and all users of the EV (as defined below). User grants WeaveGrid the right to: (i) use the User Data solely for purposes of performing under these terms of use and as further set forth in the WeaveGrid Privacy Statement available at http://www.ev-pulse.com/privacy/; and (ii) share the User Data with User’s local utility.

  2. User Responsibilities. User: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is solely responsible for User Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify WeaveGrid promptly of any such unauthorized access; (iv) may use the Service only in accordance with the Service’s user guide and applicable law; (v) agrees that User is at least 18 years old; and (vi) owns or leases a supported electric vehicle (EV).

  3. Third Party Service. The Service interoperates with third party services (Third Party Service), and it depends on continuing availability of and access to Third Party Service, including application programming interfaces, for full functionality of the Service. One Third Party Service is an SMS provider, and User agrees to the SMS short code terms and conditions set forth in Exhibit A, attached hereto and incorporated herein.


3. DISCLAIMERS.

  1. THE SERVICE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY. WEAVEGRID DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE WEAVEGRID TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, WEAVEGRID DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. USER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, THE USE MAY BE INTERRUPTED, AND THAT WEAVEGRID IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICE ISSUES. USER AGREES AND ACKNOWLEDGES THAT WEAVEGRID DOES NOT GUARANTEE, AND WEAVEGRID EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY ENERGY COST SAVINGS OR OTHER BENEFITS ARISING FROM THE SERVICE. USER UNDERSTANDS AND AGREES THAT WEAVEGRID HAS NO RESPONSIBILITY OR LIABILITY FOR USER’S LOCAL UTILITY’S HANDLING OF USER DATA.

  2. CONSUMER LAW NOTICE. SOME STATES MAY NOT ALLOW SUCH DISCLAIMERS, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO USER.


4. MUTUAL CONFIDENTIALITY.

  1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). WeaveGrid’s Confidential Information includes, without limitation, the Service and pricing information. User’s Confidential Information includes, without limitation, the User Data.

  2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this terms of use; and (ii) limit access to Confidential Information of Discloser to those of its employees and contractors who need that access for purposes consistent with these terms of use and who have signed confidentiality terms of uses with Recipient containing protections not materially less protective of the Confidential Information than those in this terms of use.

  3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

  4. Data Security Measures.
    1. Security Measures. WeaveGrid: implements and maintains reasonable security measures appropriate to the nature of the User Data including, without limitation, technical, physical, administrative, and organizational controls, designed to maintain the confidentiality, security, and integrity of the User Data; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of the User Data that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of safeguards in place to control these risks (collectively, Security Measures).

    2. Notice of Data Breach. If WeaveGrid becomes aware that User Data was accessed or disclosed in breach of this agreement, WeaveGrid will so notify User without undue delay, immediately act to eliminate the breach and preserve forensic evidence, and provide available information to User regarding the nature and scope of the breach.


5. WEAVEGRID PROPERTY.

  1. Reservation of Rights. WeaveGrid and its licensors are the sole owners of the Service including all associated intellectual property rights, and they remain only with WeaveGrid. User may not remove or modify any proprietary marking or restrictive legends in the Service. WeaveGrid reserves all rights that are not expressly granted in these terms of use. Confidential Information for Weave Grid, Inc.

  2. Restrictions. User may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service except as allowed by applicable law despite this limitation; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.

  3. Aggregated and Anonymized Data. During and after the term of these terms of use, WeaveGrid may use and owns all aggregated and anonymized data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support, and other business purposes.


6. TERMS

These terms of use continue until terminated by either party for convenience at any time.


7. LIABILITY LIMIT.

  1. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, WEAVEGRID IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF USE (INCLUDING, WITHOUT LIMITATION, EV DAMAGE OF ANY KIND, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

  2. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, WEAVEGRID’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED $50.

  3. CONSUMER LAW NOTICE. SOME STATES MAY NOT ALLOW THE ABOVE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO USER. USER MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER LOCAL LAW. USER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.


8. USER INDEMNITY.

If a third party claims against WeaveGrid that any part of the User Data violates a law or infringes or violates that party's patent, copyright, or other right, User will defend WeaveGrid against that claim at User’s expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by User, provided that WeaveGrid promptly notifies User of the claim in writing, cooperates with User in the defense, and allows User to solely control the defense or settlement of the claim.


9. GOVERNING LAW FORUM.

Governing Law and Forum. This agreement is governed by the laws of the State of California (without regard to conflicts of law principles) for any dispute between the parties arising out of or relating to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for San Francisco County, California, and User submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

Arbitration for Claims Less than $7,000. Notwithstanding the foregoing, for any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $7,000, the parties agree to resolve the dispute in a more cost effective manner through binding non-appearance-based arbitration. The party initiating arbitration must initiate such arbitration through the American Arbitration Association or JAMS. The ADR provider and the parties must comply with the following rules: (i) the arbitration will be conducted by telephone, online and be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (ii) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.


10. OTHER TERMS.

  1. Entire Terms of use and Changes. These terms of use constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreement, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in these terms of use. No representation, promise, or inducement not included in these terms of use is binding. These terms of use may only be modified through an online process initiated by WeaveGrid.

  2. Enforceability and Force Majeure. If any term of these terms of use is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities.

  3. Money Damages Insufficient. Any breach by a party of these terms of use or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of these terms of use.

  4. Feedback. If User provides feedback or suggestions about the Service, then WeaveGrid (and those it allows to use its technology) may use such information without obligation to User.

  5. Survival of Terms. All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.


11. SHORT CODE MESSAGING

When User opts-in to WeaveGrid’s SMS service, WeaveGrid will send User an SMS message that contains a confirmation code. Please enter this confirmation code in the SMS service to confirm signup. User may cancel the SMS service at any time by texting STOP to the short code or reply STOP to an existing SMS message. After User sends the SMS message STOP, WeaveGrid will send an SMS message to confirm that User has been unsubscribed. After this, User will no longer receive SMS messages from WeaveGrid. If User wants to subscribe again, text START to the short code or reply START to an existing SMS message.

If at any time User forgets what keywords are supported, just text HELP to the short code. After User sends the SMS message HELP, WeaveGrid will respond with instructions on how to use the SMS service as well as how to unsubscribe. WeaveGrid will send recurring SMS messages to remind User to plug in User’s EV or alert User of an upcoming optimized charge schedule. The number of messages User receives per week will vary depending on User’s driving habits. At any time, User may visit the Service settings page and control the type and frequency of all SMS messages received.

Message and data rates may apply for any messages sent between User and WeaveGrid. If User has any questions about User’s text plan or data plan, it is best to contact User’s wireless provider. Carriers are not liable for delayed or undelivered messages. For all questions about WeaveGrid’s SMS service, User may send an email to support@ev-pulse.com.