Terms of use

Effective as of January 1, 2019

Important
THIS IS A LEGAL AGREEMENT BETWEEN EACH END USER (referenced herein as "YOU" or "USER" or with “YOUR”) AND Electrify Canada (“Company”) THAT APPLIES EACH TIME YOU ACCESS OR USE THE ELECTRIFY CANADA WEBSITE, ELECTRIFY CANADA MOBILE APP OR ELECTRIFY CANADA CHARGING STATIONS(collectively referenced herein as the “Site”). YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (the or this “TOU”) AS THEY GOVERN YOUR USE OF THE SITE AND ITS FUNCTIONALITY. IF YOU DO NOT AGREE WITH THIS TOU, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SITE AND ARE INSTRUCTED TO EXIT THE SITE IMMEDIATELY.

By accessing and/or using the Site you acknowledge that you have read, understand and agree to comply with these Terms of Use and the Privacy Policy available at http://www.electrify-canada.ca/privacy, and all applicable laws. You agree that the TOU shall be the equivalent of a written paper agreement between you and Company.

You agree that it is solely your responsibility to ensure that your access to and use of the Site complies with the laws of your jurisdiction. We make no representation that information on the Site or any product or service provided via the Site is appropriate or available for use outside Canada.

We reserve the right at any time and from time-to-time to modify, edit and update this TOU and any of our policies. You should review this TOU and all policies regularly to make sure that you are aware of any changes. Your access to use of the Site on and after the date on which we post the revised terms constitutes your acceptance of the TOU as revised as well as of any revised policies.

You are responsible for all software, hardware, services (such as Internet service), and equipment necessary to access and use the Site, including all related expenses, if any.

1. License Grant. This TOU provides to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use the Site conditioned on your continued compliance with the terms and conditions of this TOU, all other Company requirements for the Site, and all applicable laws and regulations. You may print a single print copy or make a single screen shot of the materials and information from the Electrify Canada website solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.

2. Restrictions. Except as expressly provided herein, Company does not grant any other express or implied right to you or any other person. Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, reverse engineer, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Site in any manner not expressly permitted herein. Moreover, you shall not, nor shall you permit any third party or person to, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure implemented by Company for use of the Site.

3. User Obligations. You represent that you are at least the legal age of majority (in your province, territory, or locality of residence) and will, at all times, provide true, accurate, current, and complete information (for which you have all necessary rights, permission(s), or authority) when submitting information through the Site, including, without limitation, when you provide information via a website or app registration or submission form. In addition, you access the Site of your own volition and are responsible for compliance with all applicable laws, rules, and regulations with respect to your use of the Site (including use of any permitted copies of the website materials and information). If you access the Site on behalf of any organization, your organization shall be bound to this TOU and liable for any breach by you. You represent that you have all rights, power, and authority to agree to this TOU on behalf of your organization

4. Privacy Policy. You understand, acknowledge, and agree that the operation of certain areas of the Site may require or involve the submission, use, and dissemination of various personally identifiable information (personal information). Please see the Electrify Canada Privacy Policy at http://www.electrify-canada.ca/privacy for a summary of Company's personal information collection and use practices. Any information submitted by you through the Site will be pursuant to Company’s Privacy Policy (and any related disclosure(s)) and include a right and license from you to allow Company to use such information in accordance therewith. By agreeing to this TOU you are also agreeing to the Privacy Policy.

5. Submissions. Company may permit you to provide certain information, proposals, or materials to Company through the Site with respect to certain electric charging projects or programs related to automobiles, infrastructure, and other associated matters (each, a “Submission(s)”). You agree you will not upload, post, display, or transmit any Submission(s) if such Submission(s), part thereof, or the act of making the Submission(s), would be considered: (i) defamatory, abusive, or violative; (ii) to diminish, infringe, misappropriate or violate of any intellectual property or other property or proprietary rights of any third party; or (iii) unlawful in any other way. Company is not responsible for screening, policing, editing, or monitoring your or another user’s Submissions and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Submission(s). Nevertheless, if you violate this TOU, Company may, in its sole discretion, take whatever action is necessary to protect Company’s legal or equitable rights, or otherwise enforce the terms of this TOU. Moreover, it is a policy of Company to take appropriate actions under applicable intellectual property laws. If you become aware of Submissions that violate these rules regarding acceptable behavior or content, you may contact Company as provided herein.

6. Permission to Use Submissions. By using this Site to transmit, provide, distribute, or display a Submission(s), you automatically grant Company and any current or future parents, subsidiaries, successor and assigns, as well as any current or future corporations, business entities, trusts, commonly-owned corporations, as well as any other entity owning, owned by, controlling, controlled by or under common control or ownership of an entity (whether legally, beneficially, by agreement or through stock ownership or other equity interest, directly or indirectly) and their permitted successors and assigns, with or without attribution, a royalty-free, perpetual, irrevocable, non-exclusive right and license to itself or any other party to use, act upon, make, have manufactured, sell, offer for sale, import, reproduce, modify, publish, create derivative works from, distribute and display such Submission(s) (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You also acknowledge that such Submissions (in the form received or provided by you) are non-confidential for all purposes and that Company owes no obligation of confidentiality, attribution, or approval, and has no control over the extent to which any idea or information may be used by any other party or person. You will receive no compensation for any Submission(s) and hereby waive any right to enforce any intellectual property or proprietary right against Company and its parent, affiliates, and subsidiaries as a result of or on the basis of any use or exploitation of any Submission, or incorporation of any Submission into any Company product or service. You recognize that we have the right to use (and to allow third parties to use) such Submission(s) in connection with the operation of the Site and Company business generally, including without limitation for our advertising and marketing purposes, and to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, and create derivative works based on such Submission(s). Company may or may not publish your name in connection with such Submission(s) at our sole discretion. We may use such Submission(s) in any media, now known or hereafter developed. We are under no obligation to post or use any such Submission(s), and we may remove any such Submission(s) at any time in our sole discretion. You acknowledge and agree that we may have similar content already under consideration or development, and we will own all right, title, and interest in and to what it creates or develops without use of such Submission(s). You agree not to provide us with any Submission(s) or programs that contain viruses, Trojan horses or tools that have the effect of compromising the security of the Site or other sites.

7. Prohibited Uses: You agree not to do any of the following:

  • Download, copy, or re-transmit any or all of the Site without, or in violation of, a written license or agreement with Company;
  • Use the Site in any manner that could disable, overburden, damage or impair the Site or interfere with any other party’s use of the Site including their ability to engage in real time activities through the Site;
  • Use any robot, spider, other automatic device process or means, or similar data gathering, data mining, or extraction methods to access the Site for any purpose including monitoring or copying any of the material on the Site;
  • Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without the prior written consent of Company;
  • Use any device, software or routine that interferes with the proper working of the web/Internet;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the web/Internet or the server on which the Site is hosted;
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack;
  • Attempt to interfere with the proper working of the Site, including but not limited to through hacking, ransoming, or other attacks upon the services provided by and function of the Site;
  • Use the Site to fraudulently misrepresent yourself, impersonate another person, engage in false advertising; to defraud or defame any person, or to engage or otherwise participate in any ponzi scheme, pyramid scheme, chain letter, unsolicited bulk or commercial emails; or to collect any personal or personally identifiable information from any user of the Site without person’s knowledge or consent;
  • Distribute the content of the Site for any purpose including without limitation compiling an internal database, redistributing or reproduction of the content by the press or media, or through any commercial network, cable or satellite system;
  • Create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;
  • Post any content or Submissions, including any messages, ads, data, images, text illustrations, articles, photographs, or audio or video clips that might be considered by a reasonable person to be obscene or that contain racial, ethnic, religious slurs or derogatory epithets, or that advocate violence or hate, is threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, harassing in nature, profane or indecent material of any kind including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or violate any local, state, provincial, territorial, federal or other law, infringe any person’s privacy or personal information, identify or make it easy to identify any person’s present or future location, that contain language that is otherwise deemed offensive by Company, or that contains software viruses, corrupted data, cancel bots, commercial solicitations, or mass mailings or any form of “spam”;
  • Use the Site in any manner that promotes and/or enables illegal or unlawful activities;
  • Permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Company or its licensors or allow any third-party to access the content;
  • Use the Site other than for its intended purpose, or in any manner not expressly permitted in this TOU;
  • Remove any copyright, trademark, or other proprietary rights notice from the Site or any content;
  • Create a database by downloading and saving content from the Site,
  • Delete or revise any content on the Site;
  • Transmit, disclose, collect or store personal information about others; or
  • Attempt to defeat any security measures that we take to protect the Site.

Such unauthorized use is a material breach of these terms, and may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.

8. Content: Company will not be responsible for any damages you or any third-party may suffer as a result of the submission, transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize Company to make, or for any errors or any changes made to any submitted, transmitted, stored or received information. You are solely responsible for the retrieval and use of the content of the Site. You should apply your own judgment in making any use of any content, including, without limitation, the use of the information as the basis for any conclusions.

COMPANY ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THE SITE. THE CONTENT ON THE SITE MAY BE CHANGED WITHOUT NOTICE TO YOU. COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. COMPANY DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

9. Confidentiality & Security: THERE IS NO GUARANTEE THAT INFORMATION OR PERSONAL INFORMATION ON THE SITE OR ON THE INTERNET, OR SUBMISSIONS TO THE SITE OR THROUGH THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE SITE AND THE CONTENT IS AT YOUR OWN RISK AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE SITE OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR INFORMATION OR PERSONAL INFORMATION.

10. Indemnity: You agree at all times to indemnify, defend and hold harmless Company, its agents, suppliers, affiliates, third parties engaged by Company, third parties that assist Company, and their respective parent companies, directors and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Company directly or indirectly in respect of: (i) any information, Submissions, or any other content you provide on or through the Site or which is sent to Company by email or other correspondence, or any activities you engage in through the Site as a member or in any other capacity; (ii) any third party claims whatsoever, including but not limited to any intellectual property infringement claims, other infringement of rights claims, or privacy or personal information claims, that relate to any information, Submissions or any other content you provide on or through the Site, or any activity or omission relating to the Site by you; or (iii) your use or misuse of the Submissions or any other content, or the Site.

11. Payment: Company accepts credit card payments via the Site. You agree to pay all taxes relating to any payment to the Company, and that you will not initiate any chargebacks to Company unless otherwise pre-authorized by Company in writing. You understand and agree that you will be responsible for and required to pay for any costs associated with any chargebacks that you have initiated against Company. Company reserves the right at any time to modify the fees charged for the products and services offered through the Site.

12. Copyright Infringement: If you believe that any content on the Site infringes your copyright, you may request that it be removed. This request must bear a signature of the copyright owner and must comply with the following, or with the requirements of applicable law in the relevant jurisdiction: (a) identify the allegedly infringing content; (b) indicate where on the Site the infringing content is located; (c) provide your name and contact information; (d) state that you have a good faith belief that the content is infringing; (e) state that the information in your claim is accurate; and (f) indicate that “under penalty of perjury” you are the lawful copyright owner. Our contact for copyright issues relating to the Site is: [email protected]

13. Compliance with Investigations: Company will cooperate with any investigation by any federal, provincial, or local body or any court or tribunal legitimately exercising its rights. Such cooperation may occur without any notice being provided to you.

14. Representations and Warranties. With respect to the Submission(s), you acknowledge and agree that you are solely responsible for rights clearance and accuracy, and you hereby represent and warrant that you own all rights, title, and interest in the Submission(s) or have the full right, power and authority to grant the rights granted herein, free and clear of any claims, liens, encumbrances, or violations of any other agreement. You also represent and warrant that you are not aware of any investigation, claim, or litigation involving the Submission(s); the Submission(s) does not violate or infringe the rights of any other party (or person) or the laws or regulations of any government or judicial authority; and the Submission(s) is accurate to the best of your knowledge. You also represent that You have taken all necessary action to enter into, execute, and perform under this TOU both on your behalf and on behalf of any organization pursuant to which you use the Site or provide any Submission(s).

15. Account. You may be required to register to use the Site. Each registration is for a single user only, unless otherwise expressly agreed upon by Company. Registration for access to and use of the Site may also require access credentials, such as a user name and a password, or adherence to other particular access requirements as designated by Company in its sole discretion from time to time. You hereby agree to consider your access credentials, such as a user name and password, as confidential information and not to disclose such information to any third party without the prior express written consent of Company, which may be withheld in its sole discretion. You shall immediately notify Company if you suspect or become aware of any loss or theft of your password or any unauthorized use of your user name and password. Company will not be liable for any loss or damage arising from your failure (whether inadvertent or intentional) to comply with these obligations.

16. Proprietary Rights. All rights, titles, and interests in and to the Site are owned or licensed by Company. The Site or elements thereof are protected by copyright law and other intellectual property laws. This TOU provides only a limited license to access and use the Site. Accordingly, you expressly acknowledge and agree that Company transfers no ownership or intellectual property right, title, or interest in and to the Site to you or anyone else. All trademarks, service marks, text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including but not limited to HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Site, unless otherwise indicated, are owned, controlled, and licensed by Company and/or its licensors. In particular, without limitation, the Company logo, the words "Electrify Canada," all Company product or service names, and Company advertising slogan(s) are trademarks of the Company. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Company's trade names, trademarks or service marks or any other Company intellectual property without Company’s express prior written consent, unless rights of use are otherwise expressly granted in this TOU. All rights not expressly licensed hereunder are reserved by Company.

17. Links to Third-Parties. Company may provide links, in its sole discretion, to other Internet sites or networks (including social media networks for your convenience in locating or accessing related information and/or services), or provide third party content, in the Site.

Such content is owned by third parties, and such links are to other sites or networks that are maintained by third parties over which Company exercises no control. This TOU is not applicable to third party links, websites or networks, as those are governed by the policies of such third party, and we suggest that you review the applicable policies before engaging in use of any such third party link, website or network. Your correspondence or any other dealings with third parties are solely between you and such third party.

18. Disclaimer. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SITE. MOREOVER, COMPANY EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY PROVIDED CONTENT, MATERIALS, LINKS, WEBSITES, NETWORKS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SITE, AND YOU AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN YOU AND A THIRD PARTY.

19. Limitation of Liability. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND COMPANY’S CONTROL. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR FOR ANY INFORMATION, WEBSITE, NETWORK, PRODUCT, SERVICES OR MATERIALS AVAILABLE THROUGH THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SITE SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SITE (DURING THE LAST TWELVE (12) MONTHS) OR TEN DOLLARS (CDN$10.00), WHICHEVER IS GREATER.

20. Governing Law. This TOU has been made in and will be construed and enforced solely in accordance with the laws of the Province of Ontario, Canada. Any dispute will be resolved by arbitration, with the losing party to pay all costs and fees.

21. Enforcing Security on the Site. Company reserves the right to view, monitor, and record your activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording may be provided to: (i) law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site; (ii) government agencies as required for any disclosures required by or under applicable law; and (iii) other parties as required for Company to comply with any court orders or subpoenas involving requests for such information.

22. Injunctive Relief. You acknowledge that any breach, whether threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of Company proprietary rights or assets, will cause irreparable injury to Company, such injury would not be quantifiable in monetary damages, and Company would not have an adequate remedy at law. You therefore agree that Company shall be entitled, in addition to other available remedies, to seek and be awarded 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 TOU. Accordingly, you hereby waive any requirement that Company post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of this TOU.

23. Term & Termination. This TOU will take effect (or re-take effect) at the moment you begin downloading, accessing, or using the Site, whichever is earliest. Company reserves the right at any time and on any grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOU, to deny your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, and/or others, and this TOU will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without prior notice and may impact (and prohibit) submission of any information. You may also terminate this TOU at any time by ceasing to use the Site, but all applicable provisions of this TOU will survive termination, as identified below, and each re-access or use of the Site will reapply this TOU (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the Site in your possession. The provisions concerning Company’s proprietary rights, Submissions, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this TOU for any reason, as will any other provision that by its nature survives termination.

24. Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by Company of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this TOU shall continue in effect.

25. Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between you and Company as a result of this TOU or your utilization of the Site. This TOU, the Submission Disclaimer, and Company’s Privacy Policy represent the entire agreement between you and Company with respect to use of the Site, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company with respect to Site. You may not assign, delegate, or transfer any rights under this TOU without the prior written consent of Company.

26. Exclusion: We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act Ontario as amended, replaced or re- enacted from time to time. You agree to waive any right you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Company related to the Ste, the Site content, the Company services or products, or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against Company, its agents, or its licensors. We have required that this Agreement and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

27. Interpretation: The division of this TOU into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this TOU. In this TOU, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

28. Enurement: This TOU shall inure to the benefit of and be binding upon each of Company and you, and Company’s and your respective successors and permitted assigns. You acknowledge having read this TOU before accepting it and having the authority to accept this TOU.

29. Site Experience: We ask you to please help us keep the Site an enjoyable experience for all users, and if you observe material or behavior that may violate this TOU or the Privacy Policy by other users please contact Company at: [email protected]

30 .Contact Us: If you have any questions about the Site or this TOU, please contact Company at the following email address: [email protected]

© Electrify Canada, 2019.