Terms of Service

These AmpUp Terms of Service (these “Terms”) and our Privacy Policy (“Privacy Policy”) govern your use of the website located at https://ampup.io/ (the “Site”) and the electronic vehicle (“EV”) charging software solutions and related services made available by AmpUp, Inc. (“AmpUp”, “we”, “us”, “our”) via the Site and corresponding mobile application (“App”). To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”, which are more particularly defined herein. These Terms govern the use of the Services by Drivers, Hosts, Fleets and Hires, as these terms are defined in Section 4 below (collectively “Users”). When not otherwise specified, “you” and “your” refers to all Users.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND AMPUP THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 20 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

1. AGREEMENT TO TERMS.

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

We may update these Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review these Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

2. SERVICES.

“Services” means all products, software platforms, solutions, features, and related services made available by AmpUp, whether provided on a subscription basis, usage-based basis, or otherwise. This includes, without limitation: (i) Electric Vehicle (“EV”) charging services made available to individual drivers, including but not limited to access to and use of EV charging stations via the AmpUp platform; (ii) software and network services provided to Hosts and Fleets for managing, monitoring, and optimizing EV charging infrastructure, as more fully described in the applicable order form; and (iii) any associated implementation, onboarding, support, integration, training, customization, or other professional services as may be set forth in an order form or otherwise agreed by the parties. The Services may be accessed through mobile applications, web platforms, APIs, or other interfaces, and are subject to the terms and limitations of the applicable order form or user agreement.

AmpUp may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that AmpUp remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in these Terms, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. PayPal), AmpUp will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party

vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of AmpUp.

3. PRIVACY POLICY.

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

4. WHO MAY USE THE SERVICES?

You may use the Services only if you are 16 years or older (or such other minimum age at which you can legally drive and provide consent to data processing under the laws of your territory), capable of forming a binding contract with AmpUp, and not otherwise barred from using the Services under applicable law. If you are over 16 years of age but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms, and accepts them on your behalf. Parents and/or legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such acts. Our Services may be used by individual EV drivers (“Drivers”), individuals or entities hosting EV charging stations (“Hosts”), companies’ fleet managers (“Fleets”), and Hosts’ and Fleets’ individual employees and contractors (“Hires”, and collectively with Drivers, Hosts and Fleets, “Users”). As a Hire, or any other individual accessing and using the Services on behalf of an entity (including Hosts and Fleets), you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

Additional terms may apply to Hosts and Fleets. If you are a Host or a Fleet, you acknowledge and agree that your use of the Services is also subject to the applicable supplemental terms and conditions attached hereto as Exhibit A. You agree to review and comply with all such supplemental terms, which are hereby incorporated by reference.

5. ACCOUNT REGISTRATION.

To use certain features of the Services, you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. Each registration is valid for a single User only, and you’re responsible for all activities that occur under your account. Users undertake to notify the AmpUp immediately if they suspect or become aware of any unauthorized use of their access credentials. Users represent and warrant that the information they submitted for registration is complete and accurate in all respects and undertake to promptly update the submitted account information to ensure that such information is complete and current. AmpUp reserves the right to suspend, terminate, or otherwise discontinue any User’s account and/or pending registration if AmpUp has reasonable grounds to suspect that any information submitted by such User is untrue, inaccurate, not current, or incomplete, or that the User’s registration, account, or use of the Services is in violation of applicable law, regulation, or these Terms. AmpUp will not be liable for any loss or damage arising from the User’s failure (whether inadvertent or intentional) to comply with these obligations.

6. FEES.

1. Drivers and Hires. Drivers and Hires may pay for EV charging services made available by Hosts via the Services. The fees disclosed to you on the Site or the App include the fees set by the Hosts for the charging services they offer, and the service fee charged by AmpUp. When you choose to pay for charging services
   

via the Services, you expressly authorize us and our payment processor to charge your payment method for the transaction. You understand that we may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”) and information to verify your identity. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. By initiating a transaction, you agree to the pricing, payment and billing policies applicable to the fees and charges, as posted to the Services or otherwise communicated to you. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms, or as otherwise provided by AmpUp in its discretion. All fees and applicable taxes, if any, are payable in United States dollars.

2. Hosts and Fleets. Hosts and Fleets will pay AmpUp the non-refundable fees set forth in the relevant order form in accordance with the terms therein and without offset or deduction. AmpUp reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days’ prior notice to Customer (which may be sent by email).

In addition, for each charging session conducted at your EV charging station using the Services, AmpUp will charge a driver fee (“Driver Fee”) as a percentage of the transaction amount. The applicable Driver Fee percentage is 9%. Unless otherwise agreed in writing by AmpUp, the Driver Fee will be charged directly to the end User at the time of the charging session and remitted to AmpUp. All Driver Fees are the sole property of AmpUp and will not be shared with you.

3. Multi-Family Software Subscription. The Multi-Family Software Subscription Plan (the “MSSP”) is a pricing model offered by AmpUp for Hosts. Under the MSSP, Hosts and Fleets receive access to AmpUp’s EV charging management software with a low or zero fixed monthly service fee, and fees are primarily calculated based on actual energy usage measured in kilowatt-hours (KWh). If you wish to participate in the MSSP, AmpUp will confirm the applicable monthly service fee (if any), the usage-based rate per KWh, and other terms with you at the time of enrollment.

To ensure the ongoing sustainability of the MSSP, AmpUp may require that some charging ports enrolled in a utilization-based billing plan meets a Minimum Charging Threshold as listed in the invoiced plan. If this Minimum Charging Threshold is not met during the period of service, AmpUp reserves the right to cancel the MSSP or adjust the number of chargers available under the MSSP at the next renewal term. In such cases, AmpUp will discuss alternative pricing options with you based on the actual utilization profile of the site. If AmpUp exercises its right to adjust fees or terminate the MSSP, you will have the option to accept the revised terms or cancel the subscription without penalty.

7. PAYMENTS.

You agree to pay all fees, charges, and taxes in accordance with the billing terms applicable to your use of the Services, as follows:

1. Drivers. If you are a Driver or Hire you will be charged on a per-use basis each time you initiate a charging session through the Services. Payment is due at the time of each charging session, via the payment method you have selected and authorized in your user account.
2. Hosts and Fleets. If you are a Host or a Fleet, initial fees are due upon checkout when first ordering the Services, whether you purchase the Services (i) directly, (ii) through a reseller, or (iii) as part of a
   

bundled offering that includes both software and hardware, and renewal fees are due annually in advance of each Renewal Term, unless otherwise agreed in writing. You must provide AmpUp with a valid credit card (Visa, MasterCard, or another issuer accepted by us), ACH authorization, or other valid payment method as a condition of subscribing to the Services.

3. General Terms Applicable to All Users. All payments made to AmpUp are non-refundable, except as otherwise expressly stated in these Terms. AmpUp may engage one or more third-party payment processors (collectively, “Payment Processors”) to process transactions. Current Payment Processors include, but are not limited to, Stripe, Global Payments, and others as may be designated by AmpUp from time to time. By using the Services and providing your Payment Information, you agree to the following:
   
   1. You agree to be bound by the applicable terms and privacy policies of the Payment Processors handling your transaction, including their terms of service and privacy policies, which may be updated from time to time in their sole discretion;
   2. You authorize AmpUp and the Payment Processors to charge your designated payment method for all fees owed under these Terms, including applicable taxes. No additional notice or consent is required for such charges.
   3. You agree to keep your billing and Payment Information current, and to promptly notify AmpUp of any change in billing address or payment method. If your selected payment method is declined or otherwise fails, you remain responsible for any unpaid amounts. AmpUp may suspend access to the Services until all outstanding fees are paid in full. AmpUp may also attempt to charge the payment method again, including any updated Payment Information provided by your financial institution in accordance with applicable law.

You are responsible for all sales, use, ad valorem, excise taxes, and any other similar taxes, or applicable taxes, duties and charges of any kind imposed by any federal, state, provincial, multinational or local governmental regulatory authority on any amount payable by you to AmpUp hereunder, other than any taxes imposed on AmpUp’s income. Such taxes, duty and charges will be charged to your selected payment method together with the fees.

4. Carbon Credits. You acknowledge that the Services have the potential to generate credits (including carbon credits and renewable-energy credits), offsets, benefits, reductions or other tradable environmental air quality benefits, beneficial allowances or environmental attributes (collectively “Carbon Credits”). Unless otherwise agreed upon with AmpUp, you waive all rights to the receipt or transfer of any Carbon Credit in connection with your use of the Services and agrees that the right to transfer, monetize or otherwise benefit from the Carbon Credits potentially derived from your use of the Services will be retained exclusively by AmpUp. If you wish to retain your rights to Carbon Credits, you must notify AmpUp in writing within seven (7) days of accepting these Terms by sending an email to support@ampup.io.

8. INTELLECTUAL PROPERTY RIGHTS.

“AmpUp IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services or any Services, Documentation and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing. Subject to the limited rights expressly granted hereunder, AmpUp reserves and, as between the parties will solely own, the AmpUp IP and all rights, title

and interest in and to the AmpUp IP. No rights are granted to Users hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

Subject to your compliance with these Terms, AmpUp hereby grants you a limited, non-exclusive, non- transferable right to use the Services until you or we cancel or terminate your access to the Services. No other rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise). We may also make available through the Services content that is subject to intellectual property rights. As between you and AmpUp, we are the sole and exclusive owner of this content and retain all rights thereto and you are not granted any rights in this content aside from your right to use the Services.

“Aggregate Data” means any data that is derived or aggregated in deidentified from (i) any materials provided by Users; or (ii) use of the Services, including, without limitation, any usage data or trends with respect to the Services.

“Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form, if and as provided by AmpUp to Users (including any revised versions thereof), relating to the Services, which may be updated from time to time upon notice to Users.

9. USE RESTRICTIONS AND AMPUP’S ENFORCEMENT RIGHTS.

1. Use Restrictions. You agree not to do any of the following: (i) use the Services in any manner beyond the scope of rights expressly granted in these Terms; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) use, display, mirror or frame the Services or any individual element within the Services, AmpUp’s name, any AmpUp trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without AmpUp’s express written consent; (iv) sell, resell, rent, lease, frame, or mirror the Services, or allow any person to use the Services for any purpose other than for the benefit of Users in accordance with these Terms; (v) access, tamper with, or use non-public areas of the Services, AmpUp’s computer systems, or the technical delivery systems of AmpUp’s providers; (vi) attempt to probe, scan or test the vulnerability of any AmpUp system or network or breach any security or authentication measures; (vii) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by AmpUp or any of AmpUp’s providers or any other third party (including another user) to protect the Services; (viii) use any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, or other data mining tools) to access or search the Services or download content, other than the software and/or search agents provided by AmpUp or generally available third-party web browsers; (vi) use any meta tags or other hidden text or metadata utilizing a AmpUp trademark, logo URL or product name without AmpUp’s express written consent; (ix) attempt to decipher, decompile, decode, disassemble or reverse engineer or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part;

(x) interfere with, or attempt to interfere with, the access of any user, host or network, including, without

limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or violate any applicable law or regulation; interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by AmpUp for use expressly for such purposes; (xi) use the Services, Documentation or

any other AmpUp Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services; (xii) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or violates any applicable law or regulation; (xiii) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (xiv) use the Services, Documentation or any other AmpUp Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services; or (xv) encourage or enable any other individual to do any of the foregoing.

2. Enforcement Rights. AmpUp is not obligated to monitor access to or use of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right to disable your access to the Services at any time and without notice including, but not limited to, if we, at our sole discretion, consider your use of the Services objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conducts that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

10. RIGHTS AND TERMS FOR APPS.

1. App License. If you comply with these Terms, AmpUp grants you a limited non-exclusive, non- transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not:

(i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

2. Additional Information: Apple App Store. This Section applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
   

11. LINKS TO THIRD PARTY WEBSITES OR RESOURCES.

Certain features and functionalities within the Services may allow you to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. We do not provide any aspect of Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by Third-Party Services or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for you to use the Third-Party Services in connection with the Services. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

12. FEEDBACK.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree to grant AmpUp a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with AmpUp’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

13. CONFIDENTIAL INFORMATION

1. "Confidential Information" means any information that either party (the "Disclosing Party") provides to the other party (the "Receiving Party") in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party;

(ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

2. The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that AmpUp may use and modify Confidential Information of Users in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
3. Each Party's obligations of non-disclosure with regard to Confidential Information are effective FOR five

(5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such

obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

14. EXPORT REGULATION.

1. User affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied- party list, and agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States ("Export Laws") to ensure that neither the Services, software, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. User will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
2. The Services, software and Documentation were developed solely at private expense and are "commercial products", "commercial items", or "commercial computer software" as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these Terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, User will immediately discontinue use of the software or its documentation.

15. TERM AND TERMINATION.

For Drivers and Hires, we may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without prior notice to you. You may cancel your account at any time by sending us an email at support@ampup.io. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 8, 13, 15, 16, 17, 18, 19, 20, 21.

For Hosts and Fleets, the initial term of your subscription is specified in the relevant order form (the “Initial Term”). Following the Initial Term, your subscription term will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either you or us provide the other party with at least thirty (30) days’ written notice of its intent not to renew the subscription prior to the end of the then-current Term.

Upon expiration or termination of the Services or the Term: (i) all licenses and rights granted under these Terms will terminate; and (ii) User will return or destroy, at AmpUp's sole option, all AmpUp Confidential Information in User's possession or control, including permanent removal of such AmpUp Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in User's possession or under User's control, and at AmpUp's request, certify in writing to AmpUp that the AmpUp Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect User's obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle User to any refund.

16. WARRANTY DISCLAIMERS.

YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE

EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. WITHOUT LIMITING THE FOREGOING, AMPUP IS NOT RESPONSIBLE FOR ANY DAMAGES TO ANY VEHICLES OR CHARGING STATIONS RESULTING FROM THE CHARGING OF VEHICLES THROUGH THE USE OF THE SERVICES.

UNLESS YOU AND AMPUP REACH A SEPARATE AGREEMENT THAT STATES OTHERWISE, YOU ACKNOWLEDGE AND AGREE THAT AMPUP DOES NOT MANUFACTURE, INSTALL, MAINTAIN, OR OWN ANY EV CHARGING HARDWARE, AND THAT ALL SUCH HARDWARE IS PROVIDED BY THIRD-PARTY MANUFACTURERS AND MAY BE INSTALLED BY THIRD-PARTY CONTRACTORS AT YOUR DESIGNATED LOCATION. AMPUP’S ROLE IS LIMITED TO PROVIDING SOFTWARE SERVICES THAT ENABLE THE MANAGEMENT AND MONITORING OF CHARGING OPERATIONS, EIGHER DIRECLY OR THROUGH AN AUTHORIZED THIRD PARTY. YOU FURTHER ACKNOWLEDGE THAT AMPUP SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY (INCLUDING DAMAGE TO VEHICLES, PROPERTY, OR PERSONS) ARISING OUT OF OR RELATING TO: (I) DEFECTS, WEAR AND TEAR, OR MALFUNCTIONS IN THIRD-PARTY CHARGING HARDWARE; (II) IMPROPER INSTALLATION, MAINTENANCE, OR OPERATION OF SUCH HARDWARE; OR (III) ANY CONDUCT OR OMISSIONS OF THE HARDWARE MANUFACTURER, INSTALLER, OR SITE HOST.

17. INDEMNITY.

1. General Indemnification. You will indemnify and hold AmpUp and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable attorneys’ fees and accounting fees (collectively, the “Claims”) arising out of or in any way connected with (i) your access to or use of the Services; (ii) your violation of these Terms; (iii) your violation of any applicable law; (iv) your infringement or misappropriation of any intellectual property right or other right of any third party; (v) your breach of any data protection, privacy, or security laws, regulations, or standards; (vi) any content, data, or information you submit, post, transmit, or make available through the Services; or (vii) your failure to obtain all necessary rights, consents, and permissions for your use of the Services.
2. Additional Indemnification for Hosts and Fleets. If you are a Host or Fleet, you additionally agree to defend, indemnify and hold harmless AmpUp and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Claims, arising out of or in any way connected with

(i) actions or omissions of your employees, agents, contractors, or authorized users in connection with the Services; (ii) any claim made by a third party (including Drivers) against AmpUp relating to damage to vehicles, property, or persons arising out of your use of or connection to the Services; (iii) any malfunction, failure, or improper installation, maintenance, or operation of charging equipment or infrastructure under your control or management; (iv) your breach of any representation, warranty, or obligation set forth in Exhibit A; or (v) any environmental hazard, liability, or violation related to or arising from the installation, operation, or maintenance of charging equipment at your location.

3. Indemnification Procedures. AmpUp will: (i) promptly notify you in writing of any such claim, suit, or proceeding; (ii) give you, at your expense, reasonable assistance in the defense of such claim; and (iii)
   

give you sole control of the defense and settlement of such claim, provided that you may not settle any claim that imposes any liability or obligation on AmpUp without AmpUp's prior written consent. AmpUp reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification by you, but shall not be obligated to do so. Your obligations under this section shall survive termination or expiration of these Terms.

18. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER AMPUP NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AMPUP OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMPUP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS OF SERVICES COLLECTED FROM YOU IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM GIVING RISE TO LIABILITY OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AMPUP AND YOU.

19. GOVERNING LAW AND FORUM CHOICE.

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. You expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Except as otherwise expressly set forth in Section 20 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and AmpUp are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and AmpUp each waive any objection to jurisdiction and venue in such courts.

20. DISPUTE RESOLUTION.

1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and AmpUp agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and AmpUp are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
   
2. Exceptions. As limited exceptions to Section 20(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778- 7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in San Francisco, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
5. Injunctive and Declaratory Relief. Except as provided in Section 20(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
6. Class Action Waiver. YOU AND AMPUP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’

Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

21. GENERAL TERMS.

1. Reservation of Rights. AmpUp and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between AmpUp and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between AmpUp and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that
   

provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without AmpUp’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. AmpUp may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

3. Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect.
4. Notices. Any notices or other communications provided by AmpUp under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
5. Waiver of Rights. AmpUp’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of AmpUp. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
6. Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of god.

22. CONTACT INFORMATION.

If you have any questions about these Terms or the Services, please contact AmpUp at 833-692-6787 or support@ampup.io.

‍

Exhibit A

Specific Terms for Hosts and Fleets

If you are participating as a Host or Fleet under these Terms, you hereby agree to comply with the additional terms and conditions set forth in Exhibit A, which form an integral part of these Terms and govern your rights and obligations in connection with your use of the Services.

1. Authorized Users. “Authorized User” means a Driver or Hire whom you have authorized to use the Services. You will not allow any person other than your Authorized Users to Use the Services. You may permit Authorized Users to Use the Services, provided that you ensure each Authorized User complies with all applicable terms and conditions of these Terms and you are responsible for acts or omissions by Authorized Users in connection with their use of the Services. You will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify AmpUp if you know or reasonably suspect that any user name and/or password has been compromised.
2. Implementation. AmpUp will use commercially reasonable efforts to provide you with the implementation services described in an applicable order form, if any.
3. Support. AmpUp will use commercially reasonable efforts to provide reasonable technical support to you by electronic mail, SMS or web chat and/or phone in connection with Hosts' and Fleets' Use of the Services, on weekdays. We continue to expand our support hours, the latest of which can be found on our website, however, at minimum we commit to providing service more than 12 hours per day, 7 days per week, with the exception of U.S. federal holidays ("Support Hours"), subject to the following conditions: (i) prior to initiating any support request, you (and your own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (ii) you will reasonably cooperate with AmpUp support staff as needed to resolve the issue. You may initiate a helpdesk ticket during Support Hours by calling or emailing AmpUp at 833-692-6787 or support@ampup.io.
4. User Materials. "User Materials" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you through the Services or to AmpUp in connection with your use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by AmpUp and made available through or in connection with the Services. AmpUp acknowledges that, as between you and AmpUp and except as otherwise set forth in these Terms, you own and retain all right, title and interest in and to all User Materials. You hereby grant AmpUp a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the User Materials solely for the purpose of hosting, operating, improving and providing the Services and AmpUp's other related products, services and technologies during the Term. You represent and warrant that (i) you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the User Materials (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by these Terms and (ii) AmpUp's use of the User Materials in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party.
5. User Marks. You hereby grants AmpUp a limited, non-exclusive, royalty-free license to use and

display your name, designated trademarks and associated logos (the “User Marks”) during the

Term in connection with (i) the hosting, operation and maintenance of the Services; and (ii) AmpUp’s marketing and promotional efforts for its products and services, including by publicly naming you as a customer of AmpUp and in case studies. All goodwill and improved reputation generated by AmpUp’s use of the User Marks inures to the exclusive benefit of you. AmpUp will use the User Marks in the form stipulated by you and will conform to and observe such standards as you prescribe from time to time in connection with the license granted

6. Users’ Refund. You acknowledge and agree that you are solely responsible for the operation, maintenance, and management of your EV charging stations and/or the associated site. AmpUp acts solely as a service provider to facilitate access to the charging network and to collect charging session revenue on your behalf. Although AmpUp does not own or operate the EV charging equipment, AmpUp may, in its sole discretion and in the interest of providing a consistent and satisfactory user experience, issue partial or full refunds to Users in connection with disputed or failed charging sessions. You authorize AmpUp to make such refunds on your behalf. In the event of such refunds, AmpUp shall have the right to deduct the refunded amounts from your revenue balance or to invoice such amounts to you. Any invoiced refund amounts will be included in your regular billing statement and must be paid in accordance with your subscription fee payment terms as set forth in these Terms.
7. Hardware Disclaimer. You acknowledge and agree that AmpUp provides only the EV charging software and does not manufacture, supply, install, or maintain any charging hardware. All hardware at the charging sites is provided, owned, and maintained solely by you. Accordingly, AmpUp shall not be responsible for any damage to vehicles, batteries, personal property, or persons arising out of or related to hardware performance, defects, or installation issues, and you agree to assume full responsibility for all hardware-related risks and liabilities. To help ensure Authorized Users’ awareness, you agree to display a clear and visible notice at each charging location stating that AmpUp is not responsible for any hardware-related issues, including but not limited to overheating, connector damage, or charging failures. The content and placement of such notice shall be subject to AmpUp’s reasonable review and approval.
8. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in these Terms will be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other's behalf without the other party’s prior written consent.