This End User License Agreement (this "Agreement") is made between ZECO Systems, Inc. a Delaware corporation dba Shell EV Charging Solutions Americas with an address at 767 S Alameda, Suite 200, Los Angeles, CA 90021 ("SRS", "Our", "Us", or "We") and you ("You", "Your", or "Yours") (each, a "Party" and together the "Parties"). The effective date of this Agreement is the date You accept these terms in accordance with Section 1 (Your Acceptance) (the "Effective Date"). Please read this Agreement carefully. This Agreement governs Your use of the SRS mobile application (the "SRS App") and the SRS online dashboard (the "Dashboard", and together with the SRS App, the "SRS Platform"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ACCESS OR USE THE SRS PLATFORM. BY ACCESSING OR USING THE SRS PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE LEGALLY BOUND BY THIS AGREEMENT, THEN PLEASE DO NOT ACCESS OR USE THE SRS PLATFORM.
1. Your Acceptance.
This Agreement governs the access to and use of the SRS Platform by customers in the United States of America. Separate end user license agreements apply to customers located in other jurisdictions.
1.2. This Agreement.
By accessing or using the SRS Platform, You acknowledge that You have read this Agreement and agree to be legally bound by it. We may also confirm Your agreement to be bound by this Agreement by asking You to click an "I accept" or similar button when You access or use the SRS Platform, including when You register as a driver with SRS. You must be at least 18 years or older to access or use the SRS Platform. Do not access or use the SRS Platform unless You are at least 18 years of age.
1.3. Our Privacy Practices.
1.4. Additional Products and Services.
This Agreement governs use of the SRS Platform. If additional portals, products and services are made available to You, then Your access to and use of such additional portals, products, and services may be subject to additional terms and conditions.
2. The SRS Platform.
2.1. EV Charging Information.
The SRS Platform may provide You with information that assists You with Your EV driving experience (collectively, "EV Charging Information") including: (i) location services to find the closest EV charger to You; (ii) information about Your charging status and experience; and (iii) means to save Your favorite charging locations. THE EV CHARGING INFORMATION IS BEING PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TO BE RELIED ON FOR ANY PURPOSES.
2.2. Charging and Payment.
2.2.1. SRS Network.
You are required to pay all fees applicable to Your use of any SRS EV chargers (each, a "SRS Charger"). You may be able to pay such fees at the stations, via top-ups, or using other payment methods that We may make available. In order to pay such fees, You may also be required to load a minimum amount of dollar value to Your account using a credit or debit card or other payment method. Any dollar value that You load to Your account: (i) is a prepayment for the goods and services offered to You through the SRS Platform and Your payment method may not be charged until Your first attempt to make a payment; (ii) will be refunded back to Your payment method on file if You cancel Your enrollment in the SRS Platform; (iii) may be available for use through the SRS Platform after a delay from the time of loading; and (iv) is not insured by the Federal Deposit Insurance Corporation (FDIC) and does not earn interest. SRS may impose limits on the amount that You may load to Your account, and may change such limits in its sole discretion and at any time without notice to You. If You are required to pay fees to SRS, then it is Your responsibility to review Your bank statements, billing statements, payment methods, and SRS Platform to ensure that payments made to SRS are valid. In the event of a payment issue, You must submit the issue to SRS within thirty (30) days of the charge using the contact methods set out in Section 14 (Contacting Us) below – if You fail to submit the issue to Us within that period, no refund may be available to You.
2.2.2. EV Roaming Network.
The SRS Platform may provide You with an option to initiate EV charging and pay for charging stations from certain third-party EV charging providers (each, a "Roaming Charger") even if You are only an SRS customer. If this option is provided to You through the SRS Platform, then You can use the SRS Platform to initiate and process charging the same way You do with an SRS Charger. Please be aware that although We offer You the ability to use the SRS Platform to initiate and process charging for Roaming Chargers, SRS does not own or operate Roaming Chargers, and additional terms and conditions may apply to Your use of the Roaming Chargers as further set forth in Section 2.4 (Links to Third Party Platforms and Services). Accordingly, SRS is unable to provide You with troubleshooting or support for Roaming Chargers.
2.3. Registered Users.
Certain portions of the SRS Platform are only available to users who have completed the registration process to become a registered user (each, a "Registered User"). Depending on the portions of the SRS Platform that You wish to access and use, You may be required to complete additional registration requirements, meet applicable certification criteria, and agree to certain other terms and conditions with Us or Our service providers. If You are a Registered User, then We will treat anyone who uses Your username and password as "You". We will provide this user with all of the rights that We provide to You, and We will hold You responsible for the activities of anyone using Your username and password. We recommend that You keep Your username and password in strict confidence, and that You do not share this information with anyone who might "pretend" to be You with respect to the use of the SRS Platform. Please notify Us immediately if You suspect that someone is using Your username and/or password inappropriately. Our contact information is included in Section 14 (Contacting Us) below.
2.4. Links to Third Party Platforms and Services and Estimates.
2.5. Monitoring and Data Collection.
2.6. Provision of Your Data.
2.7. Your Systems.
You shall, at Your sole expense, obtain a mobile device that conforms to the requirements of any written, printed, or electronically SRS-provided: (i) user manuals and training materials; (ii) product descriptions; and (iii) specifications (collectively, "Documentation"). In accessing or using the SRS Platform on Your mobile device, You agree and understand that carrier rates and fees may apply, and that You are responsible for any cost associated with accessing or using the SRS Platform. The SRS Platform is not available in every location and certain functionalities may not be available to You.
2.8. Support Services.
During the Term, SRS shall use commercially reasonable efforts to make the SRS Platform available to You without significant interruption or material deviations of the SRS Platform from its applicable Documentation (each, an "Error"). If the SRS Platform experiences material Errors that are not due to scheduled downtime or as a result of events beyond SRS' control, then SRS shall use commercially reasonable efforts to restore the intended functionality.
3. Grant of Rights to You.
3.1. Grant of Rights to Use the SRS Platform.
SRS, under its intellectual property rights, hereby grants to You during the Term, a limited, non-exclusive, non-transferrable, and non-sublicensable license to access and use the SRS Platform as it is made available to You solely for Your personal use, and subject to Your compliance with this Agreement.
3.2. No Implied Rights.
Nothing in this Agreement shall be construed as granting You any rights other than those expressly provided herein. Any rights granted to You under this Agreement must be expressly provided herein, and there shall be no implied rights pursuant to this Agreement, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted to You herein are expressly reserved by SRS. You shall have no right to, and You shall not, copy, imitate, or use the name or logo of SRS or any of its parents or affiliates without SRS legal officer's written consent. All right, title and interest in and to any data compiled and provided in the SRS Platform, any content thereon, all technologies and content created, derived or related to stations are the sole and exclusive property of SRS.
4. Your Grant of Rights to SRS.
4.1. License to Your Data.
You hereby grant SRS, under Your Intellectual Property Rights, a non-exclusive, irrevocable, perpetual, sublicenseable (including to SRS's affiliates), transferable, royalty-free, and fully paid license to use, display, publish, and reproduce Your Data for purposes of SRS performing its obligations under this Agreement and otherwise providing the SRS Platform, complying with federal, state, and local law, utilities and/or government program requirements, providing related goods and services, and other SRS business purposes.
You, under Your Intellectual Property Rights, hereby grant to SRS a non-exclusive, perpetual, worldwide, irrevocable, royalty-free, fully paid-up, sublicensable, and transferrable license to use and exploit Your suggestions, recommendations, and ideas relating to the SRS Platform or SRS' business (collectively, the "Feedback") for any and all purposes and for as long as SRS sees fit. By way of clarification, and not limitation, You agree that (i) You have no expectation of review, compensation, or other consideration for SRS' use and exploitation of Feedback, and (ii) SRS is free to use and exploit the Feedback in SRS' sole discretion and without compensation or other obligation to You.
Other than those rights expressly granted to You under this Agreement, SRS, and its subcontractors, service providers, and licensors (as the case may be) retain all right, title, and interest in and to: (i) the SRS Platform and its components, including all intellectual property rights embodied therein; (ii) SRS Confidential Information; and (iii) any improvements or modifications thereto.
6. Code of Conduct; Revocation or Suspension of Use Privileges.
By accessing or using the SRS Platform, You agree to comply with this Agreement, and to follow Our Code of Conduct, which is set out below. Under this Code of Conduct, You shall not:
Use the SRS Platform for purposes that are unlawful, obscene, harmful, hateful, invasive of the privacy of others, objectionable, or otherwise prohibited by this Agreement;
Use the SRS Platform in a manner that could disable, overburden, or impair the SRS Platform or interfere with another party's use and enjoyment of the SRS Platform and services, such as through sending "spam";
Seek to obtain access to the SRS Platform, materials, accounts, or information through hacking, data harvesting, data mining, or through other means We have not intentionally made available to You through the SRS;
Infringe SRS' or any third-party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; or
alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code from the SRS Platform.
SRS shall be entitled to collect, generate from any dataset or source, compile, analyze, share, process, and otherwise use (a) statistical data related to Your use of the SRS Platform or Your Data, and (b) other data that qualifies as De-Identified Data (collectively, the "SRS Analytics"). The term "De-Identified Data" means information that meets each of the following criteria: the information (i) does not identify a particular natural person; (ii) does not identify, by network Internet Protocol address, raw hardware serial number, or raw MAC address, a particular device or computer associated with or used by a person; (iii) does not identify You; and (iv) is not reasonably linkable to a particular natural person due to technical, legal, or other controls. No compensation shall be paid by SRS with respect to its use of SRS Analytics.
8. Your Representations and Warranties.
You represent and warrant to SRS that: (i) Your Data and Feedback do not and shall not infringe the intellectual property rights of a third party; (ii) You shall not upload any virus or malicious code to the SRS L; (iii) You have the full power and authority to enter into this Agreement and to carry out Your obligations herein; (iv) You own all right, title, and interest in and to Your Data and Feedback necessary to permit the access, use, and processing of Your Data and Feedback in accordance with this Agreement; (v) You are not located in a country that is subject to a U.S. Government embargo; (vi) You are not in violation of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, or any other applicable laws that prohibit tax evasion, money laundering or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person; (vii) You are not in violation of US trade control laws and comply with all applicable laws concerning trade or economic sanctions or embargoes, restricted party lists, trade controls on the import, export, re-export, transfer or otherwise trade of goods, services, software, or technology, including those of the European Union, the United Kingdom and the United States of America and are not listed on any U.S. Government list of prohibited or restricted parties. You will not re-export or transfer the APP or Dashboard, in any form, directly or indirectly, to any person or entity prohibited by law.
9. Warranty Disclaimer.
SRS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SRS PLATFORM, AND ANY INFORMATION OR MATERIALS AVAILABLE THEREON OR GENERATED THEREFROM, WHETHER EXPRESS OR IMPLIED. THE SRS PLATFORM AND ALL SRS PERFORMANCE OBLIGATIONS AND ALL PERFORMANCE OBLIGATIONS OF SRS' SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SRS DOES NOT REPRESENT OR WARRANT THAT: (i) THE SRS PLATFORM OR OTHER PERFORMANCE OBLIGATIONS WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY DESIRED OUTCOME, OR (ii) THE SRS PLATFORM'S OPERATION OR THE DELIVERY OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, SRS HEREBY DISCLAIMS (FOR ITSELF, AND ITS SUBCONTRACTORS, SERVICE PROVIDERS, AND LICENSORS) ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SRS PLATFORM AND OTHER PERFORMANCE OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
10. Limit of Liability.
IN NO EVENT SHALL SRS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF SRS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SRS' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS OR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT PAID BY YOU FOR USE OF THE SRS PLATFORM DURING THE SIX (6) MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY, WHICH EVER IS LESS
You agree to indemnify, defend, and hold SRS (and its affiliates, contractors, employees, agents, suppliers, and partners) harmless from any and all claims, actions, suits, losses, costs, damages, expenses, and any other liabilities, including without limitation attorneys' fees, arising out of or related in any manner to Your access to or use of the SRS Platform or Your breach or alleged breach of this Agreement.
12. Term and Termination.
Your access to the SRS Platform shall come into force and effect upon Your acceptance of this Agreement and shall continue until terminated in accordance with Section 12.2 (Termination by Us) or Section 12.3 (Termination by You) (the "Term").
12.2. Termination by Us.
We may terminate or suspend Your access to the SRS Platform if We believe You, Your Data, or Your use of the SRS Platform violate this Agreement. We will notify You that Your account has been terminated or suspended, unless You have repeatedly violated this Agreement or We have legal or regulatory reasons preventing Us from notifying You.
12.3. Termination by You.
You may terminate Your access to the SRS Platform by ceasing use of the SRS Platform or terminating Your account as a Registered User.
12.4. Effect of Termination.
Upon termination or expiration of Your account or access to the SRS Platform for any reason, Your rights to the SRS Platform shall immediately terminate and You shall immediately stop accessing or otherwise using the SRS Platform. This Agreement will remain in effect even after Your account is terminated, Your access to the SRS Platform is terminated, or Your use of the SRS Platform ends.
13. Modifications to this Agreement.
We may modify this Agreement from time to time at Our discretion. If We modify this Agreement, then such modifications shall take effect proactively, upon Your subsequent access to the SRS Platform. You may print out a copy of this Agreement for Your records.
14. Contacting Us.
If You have questions or concerns about this Agreement please contact SRS at: firstname.lastname@example.org or +1-855-900-7584.
15.1. Governing Law; Exclusive Jurisdiction.
This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Texas without regard to any conflict of laws principles. The exclusive venue and jurisdiction for any action or proceeding arising out of this Agreement shall be the state and federal courts located in Harris County, Texas. The Parties accept the personal jurisdiction of such courts. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
15.2. Waiver of Right to Jury Trial; Class Actions.
BOTH PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT. YOU FURTHER EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR SEEK CLASS ACTION STATUS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
15.3. Injunctive Relief.
You acknowledge that Your breach, threatened or actual, of this Agreement will cause irreparable injury to SRS, such injury would not be quantifiable in monetary damages, and that SRS would not have an adequate remedy at law. You agree that SRS shall be entitled, in addition to other available remedies, to seek an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this Agreement. You hereby waive any requirement that SRS post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to SRS to enforce any provision of this Agreement.
15.4. Independent Contractors.
The Parties are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party.
This Agreement is not assignable by You. SRS reserves the right to assign the rights and obligations under this Agreement for any reason and in SRS' sole discretion.
Any provision of this Agreement determined to be unenforceable or invalid by applicable law or court decision shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or court decision.
15.7. Waiver; Headings.
SRS' failure to require Your performance of any obligation herein shall not affect the full right to require such performance at any time thereafter. SRS' waiver of Your breach of any obligation under this Agreement shall not be taken or held to be a waiver of the obligation itself or of any past or subsequent breaches of the same obligation. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.
SRS shall be entitled to use subcontractors in the performance of SRS' obligations under this Agreement; provided, however that if SRS engages subcontractors, then SRS shall remain liable for all obligations under this Agreement as though no such subcontracting had occurred.
15.9. Entire Agreement; Precedence.