1. SOFTWARE SERVICE.
2. USE OF SERVICE.
- 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).
- 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.
- 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.
- CONSUMER LAW NOTICE. SOME STATES MAY NOT ALLOW SUCH DISCLAIMERS, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO USER.
4. MUTUAL CONFIDENTIALITY.
- 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.
- 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.
Data Security Measures.
- 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).
- 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.
- 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.
7. LIABILITY LIMIT.
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
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.
- 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.
- 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 email@example.com.