Welcome, and thank you for your interest in ChargePoint, Inc. (“ChargePoint,” “we,” or “us”) and your use of the Services pursuant to this Agreement. The Agreement is a legally binding contract between you and ChargePoint regarding your use of the Services.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY:
BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS TERMS OF SERVICES, INCLUDING, WITHOUT LIMITATION, CHARGEPOINT’S
PRIVACY POLICY (https://na.chargepoint.com/privacy_policy) (COLLECTIVELY DEFINED AS “AGREEMENT”). THE AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY CHARGEPOINT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND CHARGEPOINT’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND BY CHARGEPOINT PURSUANT TO THIS AGREEMENT AND REGARDING YOUR USE OF THE SERVICES.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 9, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Services Overview: Pursuant to this Agreement, ChargePoint will enable drivers who do not have ChargePoint accounts to find, use and pay for charging sessions (“Services”) at ChargePoint Networked Charging Stations via (a) ChargePoint-provided electronic mediums, including, without limitation, our website at www.chargepoint.com, along with our related websites, mobile applications, and/or (b) on-site credit card payment at the applicable ChargePoint Networked Charging Station. Services are only available via charging stations that use ChargePoint’s charging management service platform (“ChargePoint Networked Charging Stations”). Owners and/or operators (as applicable) of the applicable ChargePoint Networked Charging Stations (“Station Owners”) set the Session Fees, including, without limitation, the applicable pricing metric (e.g. duration or kilowatt-per-hour/kWh basis) of the charging sessions. We may make available to you pre-release versions of the Services, including, without limitations, certain beta features or functionalities that we may make available to you in connection with the generally available and pre-release versions of the Services (“Pre-Release Services”). Your use of Pre-Release Services are governed by the terms and conditions of the Annex 1 of these Terms.
Session Fees, Service Fees, and Authorization Hold You Agree to:
Pay all the fees in connection with: (a) your use of a ChargePoint Networked Station as charged by the applicable Station Owner, including, without limitation, based on charging session duration or kilowatt-per-hour/kWh basis and/or Station Owner-assessed per session fee) (“Session Fees”); and (b) Service Fees. In addition to Session Fees, ChargePoint may charge you, as determined in their respective sole discretion, additional fees (e.g. connection or service fee) in connection with your use of the Services with ChargePoint Networked Charging Station (“Service Fees”). Certain charging sessions are not subject to Service Fees. See www.chargepoint.com/service-fee for further details and exclusions.
ChargePoint reserves the right to place an authorization hold per charging session on the provided payment method for your use of a ChargePoint Networked Charging Station (“Authorization Hold”). This Authorization Hold is temporary, and you will only be billed for the actual Session Fees and Service Fees, if applicable, for each of the applicable charging sessions. The timing for the release of any Authorization Holds is subject to the applicable card issuer’s policies. You agree that ChargePoint is not responsible or liable for any delays or consequences related to Authorization Holds.
Use the Services only for personal, non-commercial purposes.
Obey all applicable laws and regulations, as well as any policies and rules of the owner of the ChargePoint-Networked Charging Station is located.
ChargePoint Website:
You may access and use ChargePoint’s website and mobile applications to obtain information regarding charging stations that are ChargePoint Networked Charging Stations, charging stations of charging networks operated by ChargePoint’s roaming partners, and/or public charging stations listed with public registries, trip mapping and other content and features that ChargePoint may make available subject to your full compliance with this Agreement and ChargePoint’s website terms and conditions (see https://www.chargepoint.com/legal). You are responsible for all use of the ChargePoint website and mobile applications as part of your use of the Services. You acknowledge and agree that ChargePoint may modify the ChargePoint website terms and conditions and/or these Terms (“Modification of Terms”) in any way and at any time, with or without notice. Your continued use of the Services following any Modification of Terms will constitute your acceptance of the then- current Terms and/or ChargePoint website terms. You further acknowledge and agree that, while ChargePoint has attempted to provide accurate information on the ChargePoint’s website and/or mobile applications, such information may change frequently and in no event will ChargePoint be responsible for the accuracy, usefulness or completeness of any information, materials or other content on the ChargePoint’s website and/or mobile applications, or that any such information, materials, or other content is the most up-to date.
Licenses
Limited License: Subject to your complete and ongoing compliance with this Agreement, ChargePoint grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and solely for your personal and non-commercial purpose.
License Restrictions: Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Services; (b) make modifications to the Services; (c) decompile, disassemble, reverse engineer or otherwise derive the source code of the Services (except to the extent such actions cannot be prohibited under applicable law and then, only to extent required); or (d) interfere with or circumvent any feature of the Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Services, then you may not use it.
Ownership; Proprietary Rights: The Services are owned and operated by ChargePoint. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by ChargePoint (“Materials”) are protected by intellectual property and other laws. All Materials included in the Services are the property of ChargePoint or its third-party licensors. Except as expressly authorized by ChargePoint, you may not make use of the Materials. There are no implied licenses in this Agreement and ChargePoint reserves all rights to the Materials not granted expressly in this Agreement
Feedback: We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant ChargePoint a worldwide, perpetual, irrevocable, sub-licenseable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
Modification of the Services: ChargePoint reserves the right to modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. ChargePoint will have no liability for any change to the Services, including any paid-for functionalities of the Services, or any suspension or termination of your access to or use of the Services.
Third-Party Websites: The Services may contain links to third-party websites. Linked websites are not under ChargePoint’s control, and ChargePoint is not responsible for their content. Please be sure to review the terms of use and privacy policy of any applicable third-party services before you share any content or information with such third-party services. Once sharing occurs, ChargePoint will have no control over the information that has been shared.
Indemnity: To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify ChargePoint, its affiliates, Station Owners, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (collectively defined as the “ChargePoint Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Services; (2) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Disclaimer of Warranties:
THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CHARGEPOINT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CHARGEPOINT DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CHARGEPOINT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR CHARGEPOINT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE CHARGEPOINT ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER SERVICES USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 7 APPLY TO THE FULLEST
EXTENT PERMITTED BY LAW. ChargePoint does not disclaim any warranty or other right that ChargePoint is prohibited from disclaiming under applicable law.
Limitation of Liability:
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CHARGEPOINT ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CHARGEPOINT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTIONS 8.53 AND 8.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CHARGEPOINT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO CHARGEPOINT FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE
PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMER, LIMITATIONS AND RELEASE MAY NOT APPLY TO YOU.
Dispute Resolution and Arbitration
Generally: Except as described in Section 8.2 and 8.3, you and ChargePoint agree that every dispute arising in connection with this Agreement and the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement between you and ChargePoint to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. Any dispute relating to the existence, formation, interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CHARGEPOINT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exception: Although we are agreeing to arbitrate most disputes between us, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out: If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of Section 9.1 within 30 days after the date that you agree to this Agreement by sending a letter to ChargePoint, Inc., Attention: Legal Department – Arbitration Opt-Out, 254 East Hacienda Avenue, Campbell, CA 95008 that specifies: your full legal name, the email address associated with your use of the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once ChargePoint receives your Opt-Out Notice, Section 9.1 will be void and any action arising out of this Agreement will be resolved as set forth in Section 9.2. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice. Opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with ChargePoint.
Arbitrator: This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act. The Federal Arbitration Act will govern the interpretation and enforcement of the arbitration agreement. Any arbitration will be administered by JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by this Agreement. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting ChargePoint.
In the event that 25 or more similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, the JAMS Mass Arbitration Procedures and Guidelines shall apply. JAMS shall:
(i) administer the arbitration demands in 25 batches, with the discretion to create additional batches if JAMS finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single set of fees per batch for each side as set forth in JAMS’ Mass Arbitration Procedures Fee Schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of claims. This provision shall in no way be interpreted as authorizing class arbitrations of any kind. ChargePoint reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this subsection is void or unenforceable for any reason or that an arbitration can proceed on a class basis, or that an arbitration can proceed on a mass arbitration basis without the application of this paragraph, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and ChargePoint shall be deemed not to have agreed to arbitrate disputes.
Payment of all filing, administrator, case management and arbitrator fees will be governed by the applicable JAMS Rules, including, where applicable, the JAMS Mass Arbitration Procedures Fee Schedule.
Commencing Arbitration: Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). ChargePoint’s address for Notice is: ChargePoint, Inc., 254 East Hacienda Avenue, Campbell, CA 95008. The Notice of Arbitration must: (a) identify the name of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or ChargePoint may commence an arbitration proceeding. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
Arbitration Proceedings: Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or ChargePoint must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Arbitration Relief: Except as provided in Section 9.3, the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
No Class Actions: YOU AND CHARGEPOINT 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, unless both you and ChargePoint agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision: If ChargePoint makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the date the change became effective as indicated by the “Last Updated” date above. The written notice must be sent by letter to ChargePoint, Inc., Attention: Legal Department – Arbitration Opt-Out, 254 East Hacienda Avenue, Campbell, CA 95008 and specify: your full legal name, and a statement that you wish to reject the changes. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and ChargePoint in accordance with the provisions of this arbitration agreement as of the date you first agreed to the arbitration agreement (or to any subsequent changes to the arbitration agreement). By rejecting any change, you will not be able to use the Services after sending such notice to us and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
Enforceability and Severability: If Section 8.8 or the entirety of this Section 9 is found to be unenforceable, or if ChargePoint receives an Opt-Out Notice from you, or if for any reason an arbitration can proceed on a class basis, then the entirety of this Section will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 10 will govern any action arising out of or related to this Agreement. These Terms operate to the fullest extent permissible by applicable law. Except as otherwise provided in Section
18.10 if any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Survival: This arbitration agreement shall survive any expiration or termination of the Services or your relationship with ChargePoint.
Governing Law and ChargePoint Entities: The ChargePoint entity that will enter into these Terms with you, the address to which you should direct notices under these Terms, the applicable governing law, and applicable place of jurisdiction, shall be determined according to where you are domiciled as follows:
|
If you are domiciled in: |
ChargePoint Entity entering into these Terms with you: |
Notices should be addressed to: |
Governing law: |
Place of jurisdiction: |
Forum: |
|
The United States of America |
ChargePoint, Inc., a Delaware corporation |
Attn: Legal Department ChargePoint, Inc. 254 E Hacienda Ave Campbell, CA 95008 |
California and controlling United States federal law |
Santa Clara, California, U.S.A. |
Judicial Arbitration and Mediation Services, Inc. (JAMS) |
|
Canada |
ChargePoint Canada, Inc., a British Columbia corporation |
Attn: Legal Department ChargePoint, Inc. 254 E Hacienda Ave Campbell, CA 95008 |
British Columbia and controlling Canadian federal law |
Vancouver, British Columbia, Canada |
ADR Institute of Canada |
These Terms, and any disputes related to these Terms, will be governed by the applicable “Governing law” and “Place of jurisdiction” referenced above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Notice to California Residents: If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
Notice Regarding Apple: This section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that this Agreement are between you and ChargePoint only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (1) product liability claims; (2) any claim that the Services fails to conform to any applicable legal or regulatory requirement; or (3) 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 the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
Assignment: ChargePoint may assign any or all of these Terms, and may assign, transfer, or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, no transfer or sublicense your rights under these Terms to any third party.
The terms and conditions of this Annex 1 and the Terms collectively govern your use of Pre-Release Services. In the event of a conflict between this Annex 1 and the Terms, the terms and conditions of this Annex 1 will supersede and govern solely to the extent of your use of Pre-Release Services.
Status of Pre-Release Services
Pre-Release Services are pre‑production versions and provided to you for testing and evaluation purposes only. It may be incomplete, unstable, or contain errors, and features may change or be removed at any time. We are not obligated to release a final or generally available version of the Pre-Release Services.
Access and Availability
We may modify, suspend, or discontinue the Pre-Release Services at any time, limit features or usage, or terminate your access without any notice.
Non-Disparagement
Non-Disparagement: During your use of the Pre-Release Services and for three months after you end your use of the Pre-Release Services, you agree not to make any public, written, or oral statements, including, without limitation, postings on social media, review sites, forums, or blogs, that disparage, defame, or denigrate the Pre-Release Services.
Scope of Restriction: Disparagement includes, without limitation, public comments that are intended to harm, or reasonably likely to harm, the reputation, goodwill, or business interests of ChargePoint.
Constructive Feedback Exception: This section does not prohibit you from providing honest, critical, or negative feedback directly to ChargePoint intended for product improvement.
Permitted Disclosures: Nothing in this Annex 1 or Terms prevents you from making truthful statements as required by law, court order, or to government/regulatory authorities.
Feedback
Any feedback you provide regarding your use of the Pre-Release Services is voluntary and at your discretion. You grant ChargePoint a perpetual, worldwide, irrevocable, sublicenseable, transferable, fully paid up, and royalty‑free license to use such feedback without restriction.
Data and Privacy
The Pre-Release Services may collect diagnostic and usage data. ChargePoint owns any such data. Personal data will be handled in accordance with ChargePoint’s Privacy Policy.
No Support
ChargePoint does not provide any support, maintenance, or service‑level guarantees for the Pre-Release Services.
Disclaimer of Warranties
THE PRE-RELEASE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF
ANY KIND.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHARGEPOINT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR USE OF THE PRE-RELEASE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CHARGEPOINT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTIONS 8.C and 8.D OF THIS ANNEX AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF CHARGEPOINT TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE PRE-RELEASE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$10.00.
EACH PROVISION OF THIS ANNEX IN CONNECTION WITH THE PRE-RELEASE SERVICES THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND CHARGEPOINT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CHARGEPOINT. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMER, LIMITATIONS AND RELEASE MAY NOT APPLY TO YOU.