Terms of Service

VARIABLEGRID ADAPTIVE POWER INC.

These VARIABLEGRID Adaptive Power Inc. (“VARIABLEGRID”, “us”, “we”, “our”) Terms of Service (“Terms”) and any referenced agreements govern your subscription (“Subscription”) to the VARIABLEGRID electric vehicle network and charging services (the “Service”) in relation to electric vehicle charging equipment and associated hardware that you own or control and that runs VARIABLEGRID firmware or connects to the VARIABLEGRID network (the “Equipment”).

By accepting these Terms, either by clicking a box indicating acceptance, submitting a form indicating acceptance, or executing an Order Form that references these Terms, the equipment owner or controller subscribing to the Service (“Owner”, “you”, “your”) agrees to and accepts these Terms. If you accept or agree to these Terms on behalf of a company or other legal entity that owns or controls the Equipment, you represent and warrant that you have the authority to bind that entity, and in such event “you” and “your” refer to that entity.

Your use of VARIABLEGRID products or services (including, without limitation, VARIABLEGRID charging as a service offerings or VARIABLEGRID Care) may be subject to additional terms, which will be made available to you at the time of access, subscription or purchase of the applicable product or service (“Additional Terms”).

These Terms were last updated on November 15, 2025, and are effective between VARIABLEGRID and the Owner as of the date of your acceptance of these Terms.

VARIABLEGRID may revise and update these Terms from time to time in its sole discretion. Any modifications are effective immediately upon posting and apply to all access to and continued use of the Service. You agree to review the Terms periodically. Your continued use of the Service following any changes means that you accept and agree to the changes.

For material changes, VARIABLEGRID will provide notice. Any such revisions are effective thirty (30) days following the date of the notice, and your continued use of the Service after that date constitutes acceptance of the revised Terms. VARIABLEGRID may require you to provide express consent to updated Terms before continuing to use the Service.

1. DEFINITIONS

In these Terms, capitalized terms have the following meanings:

(i) “Business Day” means any day that is not a Saturday, Sunday or “holiday” as such term is defined in the Province of Ontario.

(ii) “Claims” means all claims, requests, accusations, allegations, assertions, complaints, petitions, demands, suits, actions, proceedings, and causes of action of any kind and description.

(iii) “Damages” means any fee, cost, expense, expenditure, or other awards of any nature, including, but not limited to, attorneys fees, witness fees, expert witness fees and expenses, and all other litigation costs and expenses.

(iv) “Driver” means an eligible user wishing to charge electric vehicles to whom the Service and Equipment are made available by the Owner. For clarity, the Owner may also use the Service as a Driver.

(v) “Equipment” means electric vehicle charging equipment and all associated hardware, devices, communication modules and accessories that you own or control, and that runs VARIABLEGRID firmware or connects to the VARIABLEGRID network and Service.

(vi) “Listing” means a description and additional information about the right of use of the Equipment for charging (the “Charging Right of Use”) made available via the Service by the Owner.

(vii) “Order Form” means a written document in the form provided by VARIABLEGRID which is executed by the parties and specifies the Term, Fees, renewal rate, and any other additional commercial terms agreed by the parties.

(viii) “Parking Spaces” means parking spaces at a designated parking location (a “Site”) where Drivers may access the Equipment.

(ix) “Privacy Policy” means the VARIABLEGRID privacy policy governing the maintenance and use of personally identifiable information, the latest version of which is located at: https://charge.variablegridenergy.com/en/infos/privacy.

(x) “Site Preparation” means, without limitation, performing any electrical service upgrades, installing conduit runs, running wiring, installing communication equipment to ensure data connectivity and any other Site work necessary to enable Equipment and provide adequate power and connectivity to the Parking Spaces according to the VARIABLEGRID site design guide.

(xi) “Owner Data” means all electronic data or information submitted by the Owner via the Service, including any personal information.

(xii) “Qualified Electrician” means a duly licensed and insured electrician who is authorized under applicable laws, regulations and codes to perform electrical work at the Site, including installation, connection, commissioning and servicing of the Equipment and associated electrical infrastructure.

2. GENERAL

(a) About the Service.

VARIABLEGRID provides an application, website and associated software, as well as network and support services, that enable Owners to:

(i) connect Equipment they own that runs VARIABLEGRID firmware or connects to the VARIABLEGRID network,

(ii) assign Drivers Charging Rights of Use to permit Drivers to charge their vehicles using that Equipment, and

(iii) bill Drivers according to the terms of the Listing accepted by Drivers.

VARIABLEGRID provides only a technology platform and related tools, not real property, parking, or utility services.

(b) Charging Right of Use.

Drivers may enter into temporary, revocable Charging Rights of Use to use the Equipment, with VARIABLEGRID acting solely as a limited payment and booking agent for the Owner. You appoint VARIABLEGRID as your limited agent solely to enable provision of the Charging Right of Use and to process Driver payments on your behalf.

VARIABLEGRID is not a party to any Charging Right of Use, which is a legal relationship between you and the Driver only. VARIABLEGRID is not a landlord, real estate broker, utility, or insurer and has no control over the conduct of Drivers.

VARIABLEGRID is not responsible for and disclaims all liability relating to any acts, omissions or conduct of Drivers, any conditions at the Site, or any disputes between Owners and Drivers, to the maximum extent permitted by law. Owners have sole discretion over who may use the Equipment at a Parking Space and may instruct VARIABLEGRID to refuse to grant the Charging Right of Use to a Driver for any reason, subject to applicable law.

The Service may integrate with or rely on third party platforms, hardware, software or services that are not owned or controlled by VARIABLEGRID (“Third Party Services”). Your use and enabling of any Third Party Services is subject to the terms and policies that govern such Third Party Services. VARIABLEGRID does not endorse, control, or assume any responsibility for any Third Party Services or any content, products, or services available through them. To the maximum extent permitted by law, VARIABLEGRID is not responsible or liable for any loss, damage, or liability arising from or relating to Third Party Services.

(d) Accounts and Security.

VARIABLEGRID uses technical and organizational measures designed to secure personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. You acknowledge that security measures have inherent limitations and that we cannot guarantee absolute security.

Owners are responsible for obtaining and maintaining their own access to the Service and for ensuring that all persons who access the Service through Owner accounts are aware of and comply with these Terms.

Some parts of the Service may require user registration. It is a condition of your use of the Service that all information you provide is correct, current, and complete.

Transmission of information via the Internet is not completely secure. Any transmission of personal information to us is at your own risk. To the maximum extent permitted by law, VARIABLEGRID is not responsible for any circumvention of privacy settings or security measures.

Your provision of registration information and any submissions you make to us through any functionality such as applications, chat rooms, email, message boards, personal or interest group web pages, profiles, forums, bulletin boards or similar features (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.

Any username, password or other security information chosen by you, or provided to you as part of our security procedures, must be treated as confidential. You must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared device. You are solely responsible for all activities that occur under your account and for any password misuse or unauthorized access.

You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security and to ensure that you log out of your account at the end of each session.

VARIABLEGRID may, at any time and in its sole discretion, disable or terminate your account, username, password or other identifier for any reason or no reason, including any violation of these Terms.

3. INVOICING AND PAYMENT

(a) Fees.

The Owner is required to pay fees (“Fees”) to receive access to the Service. The applicable terms governing Fees are set out in the Order Form or at the time of Subscription. All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes, other than Taxes based on VARIABLEGRID net income, are assumed and paid by the Owner, regardless of whether included in any invoice.

VARIABLEGRID may modify Fees and Subscription plans by providing at least thirty (30) days prior notice. All such changes are effective thirty (30) days following the date of the notice and apply to subsequent billing periods and renewals.

(b) Invoicing.

Fees are invoiced on the first day of each Subscription period billing cycle. Unless otherwise stated in your Order Form, the billing cycle is annual. All invoices are due within fifteen (15) days of the invoice date.

Any Fees not received by their due date (except Fees then under reasonable and good faith dispute) may, at VARIABLEGRID discretion, accrue late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

When you provide a payment method, you confirm that you are authorized to use it. By making a payment, you authorize VARIABLEGRID and its payment processors to charge the full amount to the specified payment method and to store your payment information and related transaction data.

VARIABLEGRID may cancel any transaction or suspend access to the Service if it believes the transaction breaches these Terms, is fraudulent, or is necessary to prevent financial loss or legal liability. VARIABLEGRID may communicate with your payment issuer, law enforcement, or affected third parties where VARIABLEGRID reasonably believes it is necessary in connection with suspected illegal or fraudulent activity.

Payments for the Service are billed automatically until you terminate your Subscription in accordance with these Terms. Except where expressly stated otherwise or required by law, all payments are non refundable.

(d) Overdue Payments.

If any amount owing by the Owner is more than thirty (30) days overdue, VARIABLEGRID may, without limiting any other rights or remedies:

(i) suspend the Owner access to the Service,

(ii) terminate the Subscription, and

(iii) refer the matter to collections.

The Owner is liable for all costs, including reasonable legal fees, collection agency fees and court costs incurred by VARIABLEGRID in collection of any past due amounts.

4. SITE PREPARATION

(a) Site Preparation.

Unless otherwise stated by VARIABLEGRID in writing, the Owner is solely responsible, at its own cost and risk, for all Site Preparation in accordance with VARIABLEGRID Site Preparation guidelines and all applicable laws, regulations, codes and standards.

All Site Preparation, including any work inside or on electrical panels, conductors, breakers, protection devices and permanent wiring, must be performed only by a Qualified Electrician engaged by the Owner. Any Site Preparation work performed by a Partner or other third party on behalf of the Owner is performed under separate terms between such Partner or third party and the Owner and not VARIABLEGRID.

The Owner is solely responsible for obtaining and maintaining all licenses, consents, permissions, easements, inspections and permits necessary to perform Site Preparation, to install and operate the Equipment and to provide Drivers with access to the Equipment and Parking Spaces. As of the date of installation and energization of the Equipment, the Owner represents and warrants that it has obtained and will maintain all such consents, permissions and approvals from the authority responsible for the management of the Site and any applicable authority having jurisdiction.

(b) VARIABLEGRID Partners.

VARIABLEGRID may provide a service under which VARIABLEGRID operations and maintenance partners (“Partners”) assist the Owner with Site Preparation and Equipment installation. Engagement of Partners requires the Owner to enter into Additional Terms directly with such Partners.

Even where a Partner is recommended or introduced by VARIABLEGRID, the Partner acts as an independent contractor to the Owner, not as an agent or subcontractor of VARIABLEGRID. Unless expressly stated in a separate written agreement signed by VARIABLEGRID, VARIABLEGRID makes no representation, warranty or guarantee and assumes no liability for the acts, omissions, workmanship, compliance, or failures of Partners or any other Qualified Electrician in connection with Site Preparation, installation, commissioning, maintenance or any other services.

5. EQUIPMENT INSTALLATION, COMMISSIONING AND MAINTENANCE

(a) Packing and Delivery.

If you purchase Equipment or related hardware from VARIABLEGRID under an Order Form, shipments are subject to VARIABLEGRID then current availability schedule. VARIABLEGRID will use commercially reasonable efforts to meet any delivery dates referenced in an Order Form but is not liable for any failure to meet such dates.

All Equipment is packed for shipment in accordance with standard commercial practices. Title and risk of loss to Equipment (excluding any software or cloud components) pass to the Owner when the Equipment is delivered by VARIABLEGRID to the carrier. The carrier is deemed to be the Owner agent, and the Owner is responsible for claims against the carrier for loss or damage in transit.

(b) Installation, Electrical Commissioning and Maintenance.

Unless the Owner enters into Additional Terms to the contrary, the Owner is solely responsible, at its own cost and risk, for:

(i) arranging for a Qualified Electrician to install, connect, and electrically commission the Equipment and all associated electrical infrastructure at the Site in accordance with all applicable codes, standards and manufacturer and VARIABLEGRID guidelines,

(ii) ensuring that the Equipment and the Site electrical infrastructure are safe, code compliant and suitable to receive the Service,

(iii) servicing, repairing, inspecting, modifying and adjusting the Equipment and associated electrical infrastructure throughout the Term, and

(iv) all obligations and liability relating to possession, condition, use and operation of the Equipment and associated electrical infrastructure during the Term.

VARIABLEGRID is not an electrical contractor and does not perform electrical work. VARIABLEGRID has no obligation to repair, replace or service the Equipment or electrical infrastructure except as expressly set out in a separate written warranty or Additional Terms signed by VARIABLEGRID.

After the Equipment has been installed and electrically commissioned by a Qualified Electrician, VARIABLEGRID may, at its discretion, require the Owner to pay VARIABLEGRID then current fees for inspection, network commissioning and activation services to verify that the Equipment has been installed in accordance with VARIABLEGRID requirements and to enroll the Equipment into the Service. Equipment must be successfully commissioned and activated by VARIABLEGRID for the Owner to receive the Service.

The Owner acknowledges that VARIABLEGRID commissioning and activation process is limited to network and software onboarding only. It is not an electrical safety inspection or certification and does not constitute confirmation that the installation complies with applicable electrical codes, standards, permits, or manufacturer instructions.

(d) Owner Obligations.

Unless otherwise stated in an Order Form or expressly authorized in writing by VARIABLEGRID, the Owner agrees:

(i) that VARIABLEGRID will be the sole and exclusive provider of network and management services for the Equipment during the Term,

(ii) not to interfere with, or cause its employees, contractors, Drivers or agents to interfere with, VARIABLEGRID performance of its obligations,

(iii) to provide VARIABLEGRID and its Partners with safe, unobstructed access during reasonable hours to the Equipment and Site to perform any required work,

(iv) at the Owner expense, to keep the Parking Spaces and areas around the Equipment reasonably free of debris and in good repair and condition, and

(v) to ensure the Equipment is operated and maintained in accordance with all applicable laws and all specifications, instructions and guidelines provided by VARIABLEGRID and the manufacturer from time to time.

6. DRIVERS USE OF THE EQUIPMENT

(a) Cloud Service.

During the Term, VARIABLEGRID will make available a software offering that permits the Owner to, among other things, designate which Drivers may use the Equipment and set charging fees for use of the Equipment (the “Cloud Service”). The Cloud Service is an integral part of the Service and all references to the Service include the Cloud Service and any Equipment that you connect to the Service.

(b) Driver Fees.

The Charging Right of Use fees Drivers are charged (“Driver Fees”) are collected from Drivers by VARIABLEGRID (or its payment processor) as agent for the Owner and are remitted to the Owner, less any refunds and any applicable charges as set out in these Terms and any Order Form.

The Owner acknowledges that no Driver Fees are owed or payable to the Owner unless and until such Driver Fees are actually received by VARIABLEGRID from the Driver. The Owner has no right to set off any Driver Fees against Fees due to VARIABLEGRID.

The Owner may cancel a Driver confirmed Listing in accordance with its own policies, subject to law. In certain circumstances, VARIABLEGRID may cancel a Driver confirmed Listing in its sole discretion, such as for safety, fraud, or technical reasons. In such cases, VARIABLEGRID may refund the Driver Fees to the Driver as VARIABLEGRID considers appropriate. The Owner agrees that VARIABLEGRID and the relevant Driver will have no liability to the Owner for such cancellations or refunds.

(d) Charging Issues.

If the Equipment provided by the Owner to a Driver under a confirmed Listing malfunctions or if a Driver is unable to charge their vehicle for reasons not caused by VARIABLEGRID, VARIABLEGRID will use commercially reasonable efforts through its support channels to help the Driver troubleshoot. Drivers may request refunds directly from the Owner for Driver Fees. VARIABLEGRID will issue refunds to Drivers for Driver Fees under this Section 6(d) only if and as directed in writing by the Owner or as required by law.

(e) Troubleshooting and Feedback.

The Owner will promptly share with VARIABLEGRID any Driver suggestions, enhancement requests, recommendations, or feedback, and any issues using the Equipment that are reported to the Owner by Drivers. The Owner grants VARIABLEGRID a royalty free, worldwide, irrevocable, perpetual, transferable, sublicensable license to use and incorporate into the Service any such suggestions, requests, recommendations or other feedback, including those provided by Drivers.

(f) Driver Disputes.

Except as expressly set out in these Terms, VARIABLEGRID is not responsible for any disputes between Drivers and the Owner relating to the Service, Site, Parking Spaces, Listings, Charging Rights of Use, Program Events, or any other aspect of the relationship between the Owner and Drivers, whether contractual or otherwise. VARIABLEGRID does not endorse any Driver and is not responsible for any damage or harm resulting from interactions with Drivers. The Owner is solely responsible for dealings and relationships with Drivers.

7. RESPONSIBILITIES

(a) VARIABLEGRID Responsibilities.

In addition to obligations set forth in Section 5, VARIABLEGRID is responsible for:

(i) provisioning and operating, maintaining, administering and supporting the network operated by VARIABLEGRID to which Equipment may connect (the “Network”),

(ii) provisioning and operating, maintaining, administering and supporting the applications offered as part of the Service,

(ii) protecting the confidentiality and security of personally identifiable information in accordance with applicable laws and the Privacy Policy.

(b) Disclaimer.

VARIABLEGRID is not responsible for, and makes no representation or warranty regarding:

(i) continuous availability, quality or capacity of electrical service to the Equipment,

(ii) continuous availability of wireless, cellular, or Internet connectivity or any other communications network,

(iii) any unauthorized intrusions, security incidents or attacks, or

(iv) continuous availability or performance of the Network or Service.

All use of the Service by the Owner must comply with these Terms. Account credentials and passwords are provided solely for the Owner internal use. The Owner will keep such information secure and confidential and will use reasonable efforts to prevent unauthorized access to or use of the Network or Service. The Owner is fully responsible for all use of the Service arising from or relating to its accounts and for any unauthorized access, damage, or misuse caused by the Owner, its users, Drivers under its control, or any third party to whom the Owner grants access.

(d) Restrictions.

The Owner must not, and must not permit any Driver or third party to:

(i) sell, resell, license, rent, lease or otherwise transfer the Service or any data collected or maintained by VARIABLEGRID in connection with the Service,

(ii) interfere with or disrupt the Service, Network, servers or networks connected to the Service, or violate any related policies or regulations,

(iii) attempt to gain unauthorized access to the Network, Service, systems, networks, or any data,

(iv) reverse engineer, decompile or otherwise attempt to extract source code of the Service or Network, except to the limited extent allowed by applicable law,

(v) create derivative works based on the Network, Service, VARIABLEGRID trademarks, or other VARIABLEGRID materials,

(vi) remove or obscure any VARIABLEGRID or third party branding, marks, copyright or proprietary notices on the Equipment or Service,

(vii) copy, frame or mirror any part of the Service,

(viii) access the Network or Service for any competitive or improper purpose, including to build a competing product or service or copy any features, functions or user interface,

(ix) use any robot, spider, scraper or other automated means to access the Service,

(x) upload or introduce malicious code to VARIABLEGRID, the Service or the Network,

(xi) use the Service if the Owner is prohibited from receiving services under the laws of Canada or any applicable jurisdiction, or

(xii) use the Service for any purpose not expressly authorized in these Terms.

(e) Damages Excluded.

To the maximum extent permitted by law, VARIABLEGRID has no liability to the Owner for any damages, losses, costs or claims arising out of or relating to:

(i) electrical outages, power surges, brownouts, utility load management or other electrical interruptions, regardless of cause,

(ii) interruptions in wireless, cellular or Internet service linking Equipment to the Network,

(iii) interruptions or incidents attributable to unauthorized intrusions, cyberattacks or security events,

(iv) interruptions or failures of services provided by any Internet, communications, or utility provider,

(v) accidents, vandalism, unavoidable catastrophes, natural disasters, seasonal maintenance, environmental issues (including damage arising from snow removal, water ingress, corrosion or temperature), physical damage, wear and tear or other problems affecting the Equipment or associated electrical infrastructure, or

(vi) any defect, non compliance, hazard, damage, failure, fire, shock or other incident arising out of or relating to Site Preparation, installation, connection, electrical commissioning, maintenance or operation of the Equipment or associated electrical infrastructure, except to the limited extent directly caused by VARIABLEGRID gross negligence or intentional misconduct.

8. PROPRIETARY RIGHTS

(a) Reservation of Rights.

Except as expressly stated in these Terms, VARIABLEGRID and its licensors own all right, title and interest in and to:

(i) the Service and Network,

(ii) VARIABLEGRID trademarks, service marks, trade names, logos, domain names and other brand features (“Marks”),

(iii) all other materials developed or provided by VARIABLEGRID in connection with the Service, and

(iv) all entitlements to carbon credits and similar environmental attributes arising from or relating to the Service, including carbon credits created in voluntary carbon markets and compliance credits created under the Clean Fuel Regulations (SOR/2022-140) or similar programs.

The Owner must promptly notify VARIABLEGRID if a Driver or third party:

(I) tampers with or attempts to tamper with Equipment that is connected to the Service,

(II) sends the Owner any correspondence relating to the Service or Parking Spaces that may affect VARIABLEGRID, or

(III) claims or attempts to claim carbon credits or similar entitlements related to the Service in a manner that conflicts with VARIABLEGRID rights.

(b) Restrictions.

The Owner must not, and must not permit any Driver or third party to:

(i) create derivative works based on any VARIABLEGRID intellectual property, including the Service, Network, Marks, software, documentation and related materials (“Intellectual Property”),

(ii) copy, frame or mirror any part of the Intellectual Property,

(iii) reverse engineer any Intellectual Property, or

(iv) use the Intellectual Property to build a competing product or service or copy any features or look and feel.

The Owner grants VARIABLEGRID a royalty free, worldwide, irrevocable, perpetual, transferable, sublicensable license to use and incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by the Owner relating to the Service.

(d) VARIABLEGRID Marks.

The Owner must not use any Marks except in accordance with VARIABLEGRID written brand or usage guidelines, as updated from time to time. The Owner must not:

(i) use Marks as part of the Owner business name or trade name,

(ii) imply a relationship or affiliation with VARIABLEGRID except as expressly authorized,

(iii) imply sponsorship or endorsement by VARIABLEGRID,

(iv) suggest content or services have been authored by VARIABLEGRID when they have not,

(v) use Marks in a disparaging, misleading, defamatory, libelous, obscene or otherwise objectionable manner, or in violation of any law, or

(vi) distort, alter or modify Marks.

The Owner must not register or apply for any VARIABLEGRID Marks or any confusingly similar marks. The Owner must not challenge or assist others to challenge VARIABLEGRID Intellectual Property rights. Upon termination of these Terms, the Owner must immediately cease all use and display of Marks.

(e) Owner Data License.

As between the parties, the Owner and its licensors retain all rights in Owner Data. The Owner grants VARIABLEGRID a non exclusive, worldwide, royalty free license during the Term and for thirty (30) days thereafter to use, reproduce, store, process and otherwise exploit Owner Data as reasonably required to provide, secure, support and improve the Service and to meet its obligations under these Terms.

(f) Usage Data.

VARIABLEGRID may generate and collect information and data relating to use of the Service and Network, including statistics, logs and measurements (“Usage Data”). As between the parties, VARIABLEGRID owns all right, title and interest in and to all Usage Data and any intellectual property rights therein. Usage Data may be used by VARIABLEGRID for any lawful business purpose, provided that if Usage Data is disclosed to third parties it is disclosed in aggregated or de identified form where required by law or the Privacy Policy.

(g) Charging Programs.

VARIABLEGRID may, in its discretion, enroll the Equipment, the Network, and individual charging sessions in grid-service, demand response, load management, electricity market participation, carbon credit, or other environmental attribute programs operated by utilities, grid operators or similar entities (“Programs”). VARIABLEGRID will be the sole beneficiary of any environmental attributes, carbon credits, or similar entitlements arising from participation in such Programs, unless otherwise agreed in writing. Once enrolled, Program operators may initiate periods during which charging availability, speed, or capacity is reduced (“Program Events”). The Owner agrees that only VARIABLEGRID may enroll the Equipment or the Network into Programs, and the Owner must not contract directly with Program operators in a manner that conflicts with VARIABLEGRID rights. The Owner and any Driver may opt out of participation in a Program at any time for the Equipment or for an individual charging session by following the opt-out process provided in the Service or by giving written notice to VARIABLEGRID.

9. CONFIDENTIAL INFORMATION

(a) Definition.

“Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes business and marketing plans, technology, technical information, product designs, business processes and financial information.

Confidential Information does not include information that:

(i) is or becomes generally known to the public without breach of any obligation,

(ii) was known to the Receiving Party before disclosure without breach of obligation,

(iii) is independently developed by the Receiving Party without use of Confidential Information, or

(iv) is received from a third party without breach of any obligation.

(b) Protection.

The Receiving Party will not use Confidential Information except as permitted in these Terms and will not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by obligations of confidentiality at least as protective as these Terms. The Receiving Party will protect Confidential Information using at least the degree of care it uses to protect its own similar confidential information, and no less than reasonable care.

If the Receiving Party is required by law, court order or government authority to disclose Confidential Information, it may do so, provided it gives the Disclosing Party prior notice where legally permitted and provides reasonable assistance to seek protective orders.

(d) Remedies.

The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm. The Disclosing Party is entitled, in addition to other remedies, to seek injunctive relief without the need to post bond or prove special damages.

10. TERM AND TERMINATION

(a) Term.

Unless otherwise stated in the applicable Order Form, the Subscription term is one year (1) from the date you accept these Terms (the “Initial Term”). Upon expiry of the then current Term, the Subscription will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”), unless terminated in accordance with these Terms.

(b) Upgrades and Downgrades.

If the Owner wishes to modify the Service tier, the Owner must provide at least sixty (60) days written notice prior to the end of the then current Term. Any change in tier and Fees will apply from the start of the next Renewal Term. VARIABLEGRID may require a new Order Form reflecting the change.

The Owner may elect not to renew the Subscription by providing written notice of non renewal at least sixty (60) days before the end of the then current Term. Non renewal does not relieve the Owner of its obligation to pay all Fees due through the end of the Term.

(d) Termination for Cause.

Either party may terminate these Terms immediately upon written notice if:

(i) the other party is in material breach of these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing the breach, or

(ii) the other party becomes insolvent, is the subject of a petition in bankruptcy, receivership, liquidation or similar proceeding, or makes an assignment for the benefit of creditors.

(e) Refunds and Early Termination by Owner.

Upon a permitted termination for cause by the Owner under Section 10(d), VARIABLEGRID will refund a pro rata portion of any pre paid Fees for the period after the effective date of termination, less any amounts owed by the Owner.

If the Owner attempts to cancel or terminate a Subscription early other than as expressly permitted, the Owner must pay all remaining Fees (including any accrued interest) for the remainder of the then current Term. No refunds will be issued for pre paid Fees in the case of such early termination. For clarity, the Owner remains obligated to pay Fees through the end of the Term, regardless of early cessation of use.

(f) Effect of Termination.

Upon termination for any reason:

(i) except as expressly set out in these Terms, all rights and licenses granted by VARIABLEGRID terminate,

(ii) within thirty (30) days of termination, the Owner must pay all outstanding Fees, including any applicable interest and charges,

(iii) VARIABLEGRID may, at its option, enter the Site during normal hours to remove any equipment owned by VARIABLEGRID, excluding Equipment that has been sold to the Owner, and

(iv) if any Order Forms remain in effect beyond termination of these Terms, these Terms remain in effect solely for such Order Forms until they expire or are terminated.

If these Terms are terminated for material breach by either party, all Order Forms terminate at the same time unless VARIABLEGRID elects otherwise in writing.

The following Sections survive termination: 1 to 4, 5(c), 6, 7(b) to 7(e), 8, 9, 10(f), 11 to 24 and any payment or indemnity obligations that accrued prior to termination.

11. INDEMNIFICATION

(a) Indemnity by Owner.

The Owner will indemnify, defend and hold harmless VARIABLEGRID, its affiliates, and their respective directors, officers, employees, representatives and agents (“VARIABLEGRID Indemnitees”), and their successors and assigns, from and against all Damages arising from third party Claims to the extent arising out of or relating to:

(i) the Owner negligent acts or omissions, recklessness or willful misconduct,

(ii) the Owner use of the Service in a manner not authorized by VARIABLEGRID or in violation of law, including any infringement of third party rights,

(iii) the Owner unauthorized alterations to the Service, Network, Site, Parking Spaces or Equipment that affect VARIABLEGRID ability to meet its obligations,

(iv) the Owner failure to obtain any permissions or consents from Site owners, Drivers or other third parties required for VARIABLEGRID to perform its obligations,

(v) the Owner failure to comply with these Terms or any Additional Terms,

(vi) Owner Data, including its collection, use or disclosure,

(vii) Programs or Program Events relating to Equipment owned or controlled by the Owner, or

(viii) loss of life, bodily injury or property damage arising from conditions at the Site or from the Equipment or associated electrical infrastructure, except to the extent caused directly by VARIABLEGRID gross negligence or intentional misconduct.

VARIABLEGRID will:

(I) promptly notify the Owner in writing of any Claim for which it seeks indemnity,

(II) give the Owner sole control of the defense and settlement of the Claim, provided the settlement fully releases VARIABLEGRID and does not impose obligations on VARIABLEGRID, and

(III) provide reasonable assistance at the Owner expense.

(b) Indemnity by VARIABLEGRID.

To the maximum extent permitted by law and subject to the limitations in this Section 11 and Section 12, VARIABLEGRID will indemnify and defend the Owner against Damages finally awarded by a court to a third party that arise from Claims alleging that the Service, as provided by VARIABLEGRID and used by the Owner in accordance with these Terms, directly infringes or misappropriates any patent, copyright or trademark of such third party (“IP Claim”). This obligation is conditioned on the Owner:

(i) promptly providing written notice of the IP Claim to VARIABLEGRID,

(ii) giving VARIABLEGRID sole control of the defense and settlement, and

(iii) providing reasonable assistance at VARIABLEGRID expense.

This Section 11(b) sets out the Owner exclusive remedy and VARIABLEGRID sole obligation for any IP Claim.

If an IP Claim is made or threatened, VARIABLEGRID may, at its option:

(i) procure for the Owner the right to continue using the Service,

(ii) replace or modify the Service so that it is no longer infringing while providing substantially equivalent functionality, or

(iii) terminate the affected Service and refund any pre paid Fees for periods after termination, less amounts owed by the Owner.

(d) Exclusions.

VARIABLEGRID has no liability under this Section 11 for Claims based on:

(i) combination of the Service with products, services, data or business processes not provided by VARIABLEGRID,

(ii) Owner Data, Usage Data, or any Third Party Services,

(iii) modifications to the Service not made by VARIABLEGRID, or

(iv) use of the Service in breach of these Terms or after VARIABLEGRID has notified the Owner to cease such use to avoid infringement.

12. DISCLAIMER AND LIMITATIONS OF LIABILITY

(a) Exclusions of Liability and Cap.

To the maximum extent permitted by law, and except for Owner payment obligations, each party total aggregate liability arising out of or relating to these Terms, the Service, or any related matter, whether in contract, tort (including negligence), strict liability or otherwise, is limited to the Fees paid by the Owner to VARIABLEGRID under the applicable Order Form in the three (3) month period immediately preceding the event giving rise to the claim.

No action or claim arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action accrues.

(b) Exclusion of Certain Damages.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, punitive or exemplary damages, or for any loss of profits, revenue, business, goodwill or data, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

You understand and agree that your use of the application, website and associated software (collectively, the “Tech”), its content, and any services or items obtained through the Tech is at your own risk. The Tech and any services or items obtained through it are provided on an “as is” and “as available” basis, without any warranties or conditions of any kind, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, title or non infringement.

(d) No Warranties on Availability or Security.

Neither VARIABLEGRID nor its affiliates, licensors or service providers make any representation or warranty regarding the completeness, security, reliability, quality, accuracy or availability of the Tech or any content or services. Without limiting the foregoing, VARIABLEGRID does not warrant that the Tech or any content or services will be accurate, error free or uninterrupted, that defects will be corrected, or that the Tech or related servers are free of viruses or other harmful components.

(e) Internet Risks.

VARIABLEGRID cannot guarantee that files available for download from the Internet or the Tech are free of viruses or destructive code. You are responsible for implementing security procedures and virus checks. To the maximum extent permitted by law, VARIABLEGRID is not liable for any loss or damage caused by denial of service attacks, viruses or other technologically harmful material that may infect your devices or data due to your use of the Tech or any services or items obtained through it.

(f) Third Party Services.

The Owner acknowledges that the Service may interface with Third Party Services. VARIABLEGRID provides no warranties relating to Third Party Services and has no responsibility for acts, omissions, failures, or unavailability of Third Party Services.

Nothing in these Terms excludes liability that cannot be excluded under applicable law. In jurisdictions that do not allow the exclusion of certain warranties or limitations of liability, the limitations and exclusions in this Section 12 apply only to the extent permitted by law.

13. INJUNCTIVE RELIEF

The parties recognize that breaches of obligations regarding confidentiality, intellectual property, or misuse of the Service may cause irreparable harm. The non breaching party is entitled to seek injunctive relief and specific performance without the need to post bond or prove special damages, in addition to other available remedies.

14. REPRESENTATIONS AND WARRANTIES

(a) Mutual.

Each party represents that it has the full power and authority to enter into and perform its obligations under these Terms, and that doing so does not violate any other agreement.

(b) Owner.

The Owner represents and warrants that:

(i) it is the legal owner of the Equipment or otherwise has full legal authority to control the Equipment and to enter into these Terms in relation to the Equipment,

(ii) it has full power and authority to permit VARIABLEGRID and any Partner to access the Site and interact with the Equipment for purposes of providing the Service,

(iii) it has obtained and will maintain all licenses, permits, inspections, approvals and consents required for Site Preparation, installation, connection, electrical commissioning, operation and use of the Equipment and associated electrical infrastructure,

(iv) the installation, electrical usage and operation of the Equipment will not violate any applicable law or any agreement or restriction applicable to the Site, and

(v) it will perform all of its obligations under these Terms, including its obligations as Equipment owner, in compliance with all applicable laws, regulations, codes and standards.

15. HEADINGS; SINGULAR AND PLURAL

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa where the context requires.

16. GOVERNING LAW

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to conflict of laws rules. Subject to Section 17, the provincial and federal courts located in Toronto, Ontario have exclusive jurisdiction to adjudicate disputes arising out of or relating to these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. DISPUTE RESOLUTION

The parties will use reasonable efforts to resolve any dispute informally. If a dispute is not resolved within ten (10) Business Days, the parties will attempt to settle it in good faith by mediation administered by ADR Chambers in Toronto, Ontario in English, under Ontario substantive law.

If the dispute is not settled by mediation within thirty (30) days of commencement, or such further period as the parties agree in writing, the dispute will be finally resolved by binding arbitration at ADR Chambers in Toronto, Ontario, before one (1) arbitrator under the Arbitration Act (Ontario). If the parties cannot agree on an arbitrator, ADR Chambers will appoint one.

Each party will bear its own legal costs. All information pertaining to mediation or arbitration is Confidential Information.

To the maximum extent permitted by law, disputes are resolved on an individual basis only. Class actions, representative actions, or consolidated proceedings are not permitted.

18. NOTICES

Any notice under these Terms must be in writing and is deemed given:

(i) when delivered personally,

(ii) when sent by email to the address specified in the Order Form and no bounce or error is received, or

(iii) on the fifth (5th) calendar day after mailing by prepaid registered mail.

If a notice is sent outside Business Hours or on a non Business Day, it is deemed received on the next Business Day.

19. INSURANCE

During the Term, the Owner must maintain insurance coverage customary for comparable facilities and as required by law, including commercial general liability insurance. On request, the Owner will provide evidence of such insurance.

VARIABLEGRID will maintain commercial general liability insurance with a liability limit of at least CAD $5,000,000.

20. RELATIONSHIP OF PARTIES

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship. Except where expressly stated, there are no third party beneficiaries.

21. FORCE MAJEURE

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including strikes, lockouts, pandemics, inability to obtain materials or energy, failure of power, government restrictions, riots, war, natural disasters or similar events. Performance is excused during the period of delay and the time for performance is extended accordingly.

22. WAIVER

No waiver of any provision is effective unless in writing and signed by the party granting it. Failure or delay to exercise a right or remedy is not a waiver. A waiver of one breach is not a waiver of any other breach.

23. FINAL AGREEMENT

These Terms, together with all Order Forms and Additional Terms expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

24. ASSIGNMENT

The Owner may not assign these Terms, any Subscription or any rights or obligations, by operation of law or otherwise, without VARIABLEGRID prior written consent, which will not be unreasonably withheld for an assignment in connection with a sale of the Site or similar transaction. As a condition to any permitted assignment, the Owner and the assignee must execute a novation agreement in the form provided by VARIABLEGRID.

VARIABLEGRID may assign these Terms in whole or in part, without Owner consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its business, shares or assets.

Subject to the foregoing, these Terms bind and benefit the parties and their respective successors and permitted assigns.

Terms of Service

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