Variablegrid Terms of Use

INTRODUCTION

These Terms of Use (the “Terms”) govern your access to and use of the Variablegrid application, platform, and related services (together, the “Platform”) provided by Variablegrid Adaptive Power Inc. (“Variablegrid”, “Company”, “we”, “us”, or “our”).

By creating an Account, downloading or using the Application, or otherwise accessing the Platform, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not create an Account or use the Platform.

These Terms also describe the general framework of the Variablegrid rewards program under Canada’s Clean Fuel Regulations (the “CFR Program”). Participation in the CFR Program is optional and requires a separate, express enrollment as described in Section 8. You are not enrolled in the CFR Program, and no rights in your Compliance Credits are assigned, unless and until you complete that enrollment.

1. DEFINITIONS

“Account” means the user account you create to access the Platform.

“Application” or “Home App” means the Variablegrid mobile or web application used to connect and manage your Charger, monitor charging activity, and view Platform and Program data.

“CATS” means the Credit Tracking System administered by Environment and Climate Change Canada under the Clean Fuel Regulations.

“CFR” means Canada’s Clean Fuel Regulations.

“CFR Program” means the Variablegrid rewards program under which eligible residential charging activity is used to generate Compliance Credits, as described in Section 8.

“Charger” means an eligible Variablegrid electric vehicle supply equipment unit.

“Compliance Credits” means credits, as defined in the CFR, each representing a lifecycle greenhouse gas emission reduction of one tonne of carbon dioxide equivalent, generated under Compliance Category 3 of the CFR based on eligible residential EV charging activity recorded through Enrolled Equipment, and created, registered, and transferred through CATS, whether by a Credit Aggregator on our behalf or by us directly.

“Credit Aggregator” means a third party engaged by Company to aggregate, register, transfer, or monetize Compliance Credits through CATS.

“Earnings” means amounts payable to you under the CFR Program in respect of Eligible Charging Activity, calculated at the rate applicable to your enrollment.

“Eligible Charging Activity” means electricity, measured in kilowatt-hours (kWh), delivered through Enrolled Equipment, successfully recorded by the Charger, and transmitted to Company servers in accordance with the Program’s connectivity requirements. It does not include energy associated with testing, diagnostic use, tampering, fraud, or periods during which the Charger is in Offline Status.

“Enrolled Equipment” means a Charger, and where applicable an associated VarianHOME energy management system, that is registered in the Application and enrolled in the CFR Program.

“Enrollment” means the separate, express opt-in through which you elect to participate in the CFR Program, as described in Section 8.1.

“Notice” means written communication provided by Company through email, in-application notification within the Application, or posting on Company’s website.

“Offline Status” means a period during which Enrolled Equipment fails to transmit operational or charging session data to Company servers for more than seventy-two (72) consecutive hours.

“Privacy Policy” means Company’s privacy policy, as amended from time to time, available in the Application and on Company’s website.

“Regulatory Program” means any federal, provincial, or other governmental environmental credit, compliance, or carbon reduction program under which Company, directly or through a Credit Aggregator, registers, aggregates, or monetizes Compliance Credits, including the CFR.

2. YOUR ACCOUNT

To use the Platform you must create an Account. You must be at least eighteen (18) years of age and provide accurate and complete information.

You are responsible for maintaining the confidentiality of your Account credentials and for all activity under your Account. You must keep your device secure and notify us promptly of any unauthorized use.

You may close your Account at any time. We may suspend or close your Account if you breach these Terms or use the Platform unlawfully.

3. LICENSE AND ACCEPTABLE USE

Subject to these Terms, Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Application for its intended purpose of connecting, monitoring, and managing your Charger and, where you enroll, participating in the CFR Program.

All intellectual property rights in the Application and the Platform, including trademarks, copyrights, database rights, and source code, remain the property of Company. You must not copy, modify, reverse engineer, decompile, extract the source code of, translate, or create derivative works from the Application, except to the extent permitted by law.

You must not use the Platform for any unlawful purpose, interfere with its operation, or attempt to gain unauthorized access to it.

We recommend that you do not jailbreak or root your device. Doing so may compromise its security and cause the Application to function incorrectly, and we are not responsible for issues arising from it.

4. THE CHARGER AND PERMITTED USE

The Charger must be used solely for personal, residential electric vehicle charging. Commercial fleet charging, sub-metering resale, and revenue-generating public charging are prohibited without Company’s written consent.

Company does not supply electricity. Electricity is supplied by your local utility. Company is not a utility, energy retailer, or electrical distributor.

5. CONNECTIVITY

Certain Application and Charger functions, and participation in the CFR Program, require the Charger to maintain continuous connectivity sufficient to transmit charging session data to Company servers. If Enrolled Equipment is offline or disconnected, some functionality may be limited, and no Eligible Charging Activity is recorded during Offline Status.

The specific connectivity requirements applicable to your equipment are as described in the Application and, where you enroll, in your enrollment or program terms.

6. APPLICATION UPDATES, AVAILABILITY, AND FEES

The Application is currently provided free of charge. We may update the Application and may change the operating systems or devices it supports. Some updates may be required for the Application to continue functioning correctly, and we may stop supporting older versions.

We reserve the right to introduce optional paid or subscription features in the Application. Any fees will be clearly communicated to you before you incur them, and you will not be charged for a paid or subscription feature without first agreeing to it. While you participate in the CFR Program, the features needed to view your Earnings and manage your Enrolled Equipment remain available at no charge.

We may modify, suspend, or discontinue the Application or any feature. Where we do so in a way that materially affects your use, we will provide Notice.

7. THIRD-PARTY SERVICES AND CONNECTIVITY CHARGES

The Application relies on third-party services, including mobile operating system providers, which have their own terms. Your use of the Application may involve data charges from your mobile provider, including roaming charges if the Application is used outside your home territory. You are responsible for those charges.

8. THE CFR PROGRAM (GENERAL FRAMEWORK)

This Section describes the general framework of the CFR Program. It applies only if and when you enroll.

8.1 Optional participation and enrollment. Participation in the CFR Program is optional and is not required to create an Account or use the Application. You participate only if you complete Enrollment, a separate and express opt-in. If you enrolled through a participating dealership, your dealership enrollment constitutes your opt-in. You may decline to enroll and continue to use the Platform.

8.2 What enrollment involves. When you enroll, you authorize Company to record your Eligible Charging Activity and, in consideration of the Earnings payable to you, you assign to Company all rights, title, and interest in and to the Compliance Credits generated through your Enrolled Equipment during your participation. This assignment includes the right to aggregate, register, transfer, and monetize those credits, and it survives termination of your participation with respect to credits generated during participation. The assignment takes effect only upon Enrollment and applies only to credits generated during your participation.

8.3 Data submitted for the Program. To generate and monetize Compliance Credits, charging session data from your Enrolled Equipment (such as the charger serial number, province, and metering data) is submitted to a Credit Aggregator and registered through CATS with Environment and Climate Change Canada. The specific disclosures and consents that apply to your participation are presented to you at Enrollment. Personal information is handled in accordance with the Privacy Policy.

8.4 Earnings. Where you are enrolled, you earn at the per-kWh rate applicable to your enrollment, as communicated to you at Enrollment or in your program agreement and shown in the Application. Company does not state a single rate in these Terms because rates depend on your enrollment. Earnings are displayed in the Application. Once your balance reaches fifty dollars ($50), you may initiate your first payout through the Application via a secure link to a third-party payment provider, and after that you may request payout of your available balance at any time. Company is not responsible for delays, errors, or failed transactions caused by your financial institution or by inaccurate or incomplete payment information you provide.

8.5 No guarantee and rate adjustment. Earnings are not guaranteed. They depend on participation in a Regulatory Program, market pricing of Compliance Credits, and continued operation of the Program. Company may adjust the applicable rate if the Regulatory Program changes, if credit market conditions materially change, or if Program economics require it, and will provide Notice before doing so.

8.6 Regulatory dependency. Earnings depend on Company’s participation in Regulatory Programs such as the CFR. If a Regulatory Program is altered, suspended, or terminated, Company may modify or discontinue Earnings, accrued balances will be paid, and future accruals may cease. Company has no obligation to replace a discontinued Regulatory Program.

8.7 Taxes. You are solely responsible for reporting and paying any applicable taxes on Earnings or other amounts you receive under the Program. Payments may constitute taxable income under applicable tax laws, and Company does not provide tax advice.

8.8 Commercial terms govern. Your applicable rate, any minimum term, and any hardware pricing or repayment obligation are commercial terms of your enrollment and are not set by these Terms. Those terms are set out in the enrollment terms you accept or, for dealership customers, in the program agreement you signed. If those terms conflict with this Section, they control, as provided in Section 14.

8.9 Withdrawing from the Program and withdrawal of consent. You may withdraw from the CFR Program, and withdraw your consent to the collection, use, and disclosure of your charging data for the Program, at any time through the Application. Company will give effect to your withdrawal within thirty (30) days. Withdrawing from the Program does not close your Account; you may continue to use the Application, subject to Section 6.

Withdrawal is not retroactive. It stops future participation, future data submission, and future Earnings. It does not affect processing already carried out or Compliance Credits already generated, assigned, registered, or monetized before your withdrawal takes effect. Charging data recorded up to the effective date of your withdrawal has been or will be submitted under the CFR, and the associated Compliance Credits remain assigned to Company, including where Earnings have already been paid to you in respect of that activity.

Withdrawal may carry consequences depending on how you enrolled. If you received discounted or subsidized equipment and withdraw before the end of an applicable minimum term, you may be required to repay some or all of that discount or subsidy (a chargeback in respect of the equipment), as set out in the enrollment or program agreement and equipment terms you accepted. Any such repayment is governed by those terms and not by these Terms.

9. DATA AND PRIVACY

Company collects and processes account, device, and charging session data to operate the Platform and, where you enroll, to administer the CFR Program and meet regulatory obligations. Company acts as the independent controller of the personal information it collects under the Platform. The Program does not collect vehicle telematics, GPS location, or driving behaviour data. Our collection, use, and disclosure of personal information, and your rights including how to withdraw consent, are described in the Privacy Policy.

10. CHANGES TO THESE TERMS

Company may update these Terms from time to time. We will provide Notice of material changes. Where a change materially affects your rights, and where required by applicable law, we will obtain your consent to the change. If you do not agree to a change, you may stop using the Platform and, if enrolled, withdraw from the Program.

11. TERMINATION

You may stop using the Platform and close your Account at any time. If you are enrolled in the CFR Program, you may withdraw from the Program at any time as described in Section 8.9. Withdrawal during a minimum term set out in your enrollment or program agreement may carry the consequences described in that Section.

Company may suspend or terminate your access for material breach of these Terms, submission of fraudulent data, prolonged Offline Status, or misuse of equipment.

On termination of your participation in the CFR Program, future Earnings cease, accrued balances are handled as described in Section 8.6, and the assignment of Compliance Credits generated during your participation survives.

12. ASSIGNMENT

Company may assign these Terms to a successor entity or administrator in connection with a merger, acquisition, financing, restructuring, or sale of assets. We will provide Notice in advance. You may not assign your rights under these Terms, and participation is non-transferable; a new occupant of your residence must enroll separately.

13. FORCE MAJEURE

Company is not liable for any failure or delay caused by events beyond its reasonable control, including regulatory changes, grid failure, cyberattack, natural disaster, labour disruption, or credit market suspension.

14. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

These Terms and the Privacy Policy constitute the entire agreement between you and Company regarding your use of the Platform and the general framework of the CFR Program.

If you enroll in the CFR Program, the specific commercial terms of your participation, including your applicable per-kWh rate and any minimum term, hardware pricing, or repayment obligation, are set out in the enrollment terms you accept at Enrollment or, for customers who enrolled through a participating dealership, in the program agreement you signed. To the extent of any conflict between these Terms and your enrollment or program agreement in respect of those commercial terms, your enrollment or program agreement controls. In all other respects these Terms govern.

15. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Company is not liable for indirect, incidental, or consequential damages arising from the installation or use of the equipment or the Platform. Company’s total liability under these Terms will not exceed the amounts you paid to Company for the equipment.

16. SEVERABILITY

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect to the maximum extent permitted by law.

17. GOVERNING LAW AND DISPUTES

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein. Nothing in these Terms limits any rights, remedies, or protections available to you under applicable consumer protection legislation, which for residents of a province apply according to the laws of that province. Where arbitration is permitted under applicable consumer protection legislation, disputes may be resolved by binding arbitration in accordance with applicable law.

18. LANGUAGE

These Terms are available in English and in French. For residents of Quebec, the French-language version applies.

19. CONTACT AND NOTICE

Notices to Company may be sent to:

Variablegrid Adaptive Power Inc.
211B-276 Carlaw Ave.
Toronto, ON M4M 3L1
Email: support@variablegrid.com
Phone: 1-800-645-2314

20. ACCEPTANCE

By creating an Account or using the Platform, you confirm that you have read and agree to these Terms and the Privacy Policy. Participation in the CFR Program, including any assignment of Compliance Credits, requires your separate, express Enrollment and does not occur by accepting these Terms alone.