EVlogic Terms of Service

• Terms of Service

EVlogic Terms of Service

Enterprise SaaS Agreement

Version: March 6th. 2026

Effective Date: Date of acceptance by Client

These Terms of Service, together with any order page or form, subscription selection page or form, onboarding registration, incorporated policy, or other terms expressly referenced herein, and each as may be updated from time to time in accordance with these Terms, constitute a binding legal agreement between EVlogic, Inc., a Delaware corporation, together with its affiliates as applicable ("EVlogic," "Company," "we," "our," or "us"), and the legal entity or individual accepting these Terms ("Client," "Customer," or "you"). These Terms govern Client’s access to and use of EVlogic’s cloud based software platform, APIs, data processing capabilities, computational engines, engineering workflow tools, AI enabled features, websites, support services, documentation, and related offerings made available by EVlogic (collectively, the "Services").

By checking a box indicating acceptance, creating an account, providing company or billing information, scheduling onboarding, starting a free trial, providing a payment method, purchasing a subscription, accessing or using the Services, or allowing any Authorized User to access or use the Services, Client agrees to be bound by these Terms. If the person accepting these Terms is doing so on behalf of a corporation, limited liability company, partnership, government agency, utility, contractor, developer, consultant, or other legal entity, that person represents and warrants that he or she has full authority to bind that entity to these Terms. If Client does not agree to these Terms, Client may not access or use the Services.

EVlogic provides software tools intended to assist in planning, feasibility modeling, engineering analysis, design workflow support, and cost estimation relating to electric vehicle charging infrastructure and related projects. The Services are software tools only. The Services do not constitute licensed engineering services, architectural services, legal advice, permitting advice, tax advice, regulatory advice, utility interconnection advice, construction services, or project management services unless expressly set forth in a separately signed written agreement executed by EVlogic.

1. Definitions

Defined Term	Meaning
“Account”	means the account created by or for Client to access and use the Services.
“Activation Date”	means the fifteenth day after the Free Trial Start Date, unless a paid subscription begins earlier or a different activation date is expressly stated by EVlogic at the time of subscription.
“Affiliate”	means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent of the voting securities or other controlling interest of an entity, or the ability to direct the management of such entity.
“AI Systems”	means any artificial intelligence, machine learning, predictive, optimization, generative, retrieval, rules based, statistical, heuristic, computational, or automated decision support systems, models, logic, workflows, training methods, prompts, embeddings, inference methods, weights, tuning methods, architecture, processes, or tools used by or embodied in the Services.
“Authorized User”	means any employee, contractor, consultant, agent, or temporary worker of Client or its Affiliate whom Client authorizes to access and use the Services on Client’s behalf and for Client’s internal business purposes, subject to the seat, plan, and usage limitations applicable to Client’s subscription.
“Beta Services”	means features, functionality, modules, integrations, APIs, or services identified by EVlogic as beta, pilot, early access, preview, evaluation, experimental, limited release, test, or similar designation.
“Client Data”	means data, information, documents, files, images, plans, drawings, project information, assumptions, site information, configurations, usage instructions, content, submissions, prompts, inputs, and other materials that Client or its Authorized Users upload, submit, transmit, or otherwise make available to the Services, excluding Usage Data and excluding EVlogic Materials.
“Client Systems”	means Client’s hardware, software, networks, browsers, devices, security systems, utilities, cloud environments, credentials, and other systems used by Client or its Authorized Users to access or interact with the Services.
“Confidential Information”	means any nonpublic information disclosed by or on behalf of one party to the other party, whether in oral, written, electronic, visual, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of EVlogic includes the Services, Documentation, pricing, product roadmaps, product designs, source code, object code, APIs, know how, token methodologies, output methodologies, AI Systems, security information, benchmark results, and nonpublic business information. Confidential Information of Client includes Client Data and nonpublic business information submitted by Client to EVlogic. Confidential Information does not include information that the receiving party can demonstrate by competent written records: (a) is or becomes publicly available through no breach of these Terms by the receiving party, (b) was lawfully known to the receiving party without restriction before disclosure by the disclosing party, (c) is lawfully received by the receiving party from a third party without breach of any duty owed to the disclosing party, or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Documentation”	means EVlogic’s user guides, technical manuals, implementation materials, platform descriptions, help center content, API documentation, and other usage documentation made available by EVlogic for the Services.
“EVlogic Materials”	means the Services, Platform, Documentation, AI Systems, software, interfaces, dashboards, designs, engineering methods, models, outputs structure, workflows, APIs, databases, text, graphics, compilations, code, trademarks, service marks, logos, know how, processes, templates, and all modifications, enhancements, derivatives, or improvements thereof, excluding Client Data.
“Fees”	means all subscription fees, seat fees, token fees, overage fees, add on fees, implementation fees, support fees, taxes, and other charges payable by Client in connection with the Services.
“Free Trial”	means any limited evaluation access to the Services provided by EVlogic before the Activation Date.
“Free Trial Start Date”	means the date originally scheduled for Client’s onboarding meeting through EVlogic’s scheduling system, whether or not Client attends that meeting.
“Order Page”	means EVlogic’s online plan selection, checkout, pricing, or subscription page, or order form, identifying Client’s selected plan, seats, pricing, token allotment, billing cadence, or other commercial terms.
“Output”	means any report, analysis, design scenario, cost estimate, recommendation, visualization, result, data arrangement, workflow result, generated content, or other information produced or surfaced by the Services based on Client inputs, system logic, reference data, AI Systems, or computational processing.
“Payment Processor”	means Stripe or any other third party payment processor designated by EVlogic.
“Platform”	means EVlogic’s hosted software system, websites, applications, computational engines, APIs, and associated infrastructure used to deliver the Services.
“Professional”	means a licensed engineer, architect, contractor, electrician, permitting specialist, construction manager, utility advisor, or other appropriately qualified professional engaged by Client for real world implementation decisions.
“Restricted Party”	means any person or entity that is subject to sanctions, embargoes, blocked party restrictions, denied party restrictions
“Platform”	Means EVlogic’s hosted software system, websites, applications, computational engines, APIs, and associated infrastructure used to deliver the Services.
“Professional”	Means a licensed engineer, architect, contractor, electrician, permitting specialist, construction manager, utility advisor, or other appropriately qualified professional engaged by Client for real world implementation decisions.
“Restricted Party”	Means any person or entity that is subject to sanctions, embargoes, blocked party restrictions, denied party restrictions, or similar restrictions under applicable trade or export control laws.
“Seat”	Means the right for one uniquely assigned Authorized User to access and use the Services under Client’s subscription, subject to the terms of the applicable Subscription Plan.
“Services”	Has the meaning set forth in the introduction and includes the Platform and related offerings made available by EVlogic.
“Subscription Plan”	Means the plan selected by Client on the Order Page, including the applicable Seats, token allocation, modules, features, support level, and pricing.
“Subscription Term”	Means the period during which Client has an active subscription to the Services, including any automatic renewal period.
“Taxes”	Means any sales, use, excise, value added, goods and services, withholding, consumption, or similar taxes or governmental charges, excluding taxes based on EVlogic’s net income.
“Tokens”	Means units of computational or usage entitlement consumed by certain activities, processes, or features within the Services, as described in the Documentation, token schedule, or Order Page.
“Usage Data”	Means usage statistics, telemetry, log data, metadata, performance data, support metrics, token consumption data, account activity records, diagnostics, and other data generated by or derived from operation, support, or use of the Services, excluding the substantive contents of Client Data as such.

2. Description of Services

EVlogic offers a software as a service platform designed to assist customers with analysis, planning, feasibility modeling, conceptual design workflows, cost estimation, scenario comparison, and related operational and computational functions for electric vehicle charging infrastructure and related projects. Depending on the selected Subscription Plan, the Services may permit Client to upload project and site data, create projects, model alternative configurations, compare charging or infrastructure scenarios, generate or revise design assumptions, collaborate among project participants, produce reports and analyses, and use automated or AI enabled tools to support planning and decision making.

Client acknowledges that the Services may use rules based logic, assumptions, models, algorithms, machine learning, optimization, heuristics, third party data, and Client provided data to generate Outputs. EVlogic may add, remove, modify, improve, suspend, or discontinue features, functionality, interfaces, or service components from time to time, provided that EVlogic will not materially reduce the core functionality of an active paid Subscription Plan during a then current billing period except as reasonably necessary to address security, legal, technical, or third party dependency issues.

The Services are delivered remotely over the internet. Client is responsible for obtaining and maintaining all Client Systems necessary to access and use the Services, including internet connectivity, compatible browsers, devices, and internal security controls. EVlogic does not provide telecommunications, hardware, or on premises infrastructure unless expressly agreed in a separate signed writing.

3. Eligibility, Authority, and Account Registration

Client may use the Services only if Client is legally capable of entering into binding contracts and is not prohibited from using the Services under applicable law. Client represents and warrants that neither Client nor any Authorized User is a Restricted Party, located in a comprehensively sanctioned jurisdiction, or otherwise prohibited from using the Services under export control or sanctions laws.

To access the Services, Client must create an Account, provide complete and accurate company and contact information, designate a billing contact, provide a valid payment method, and schedule an onboarding meeting if required by EVlogic. Client agrees to keep all Account information current, complete, and accurate at all times. EVlogic may rely on such information for billing, notices, support, legal process, and operational communications.

Client is responsible for maintaining the confidentiality of usernames, passwords, access credentials, and any other authentication means for the Account. Client shall promptly notify EVlogic of any suspected or actual unauthorized access, credential compromise, misuse, or security incident involving the Account or the Services. Client is fully responsible for all activity conducted through the Account, whether or not authorized by Client, unless caused directly by EVlogic’s breach of these Terms.

EVlogic may refuse registration, reject a proposed subscription, require additional verification, or suspend or terminate an Account if EVlogic reasonably believes that the information provided is false, incomplete, misleading, or associated with fraud, abuse, legal risk, export control risk, security threats, or prohibited competitive use.

4. Authorized Users and Seat Licensing

Subject to the applicable Subscription Plan, Client may permit Authorized Users to access and use the Services solely for Client’s internal business purposes and solely in accordance with these Terms. Each Seat must be assigned to a single natural person. Shared logins, pooled access, generic user accounts, or simultaneous multi user use of a single Seat are prohibited unless expressly permitted in writing by EVlogic.

Client is responsible for managing Authorized User access, promptly deactivating access for personnel who no longer require access, and ensuring that each Authorized User complies with these Terms. Any act or omission by an Authorized User that would constitute a breach of these Terms if performed by Client will be deemed a breach by Client.

Client may reassign a Seat from one Authorized User to another in the ordinary course of personnel changes, provided that Client does not use reassignment to circumvent seat limits or pricing. EVlogic may use technical means to monitor Seat assignments, access patterns, concurrency, credential sharing, and other indicators of compliance.

No rights are granted to any Authorized User independent of Client. As between EVlogic and Client, Client remains fully liable for all use of the Services through Client’s Account and by all Authorized Users.

5. Onboarding and Free Trial

EVlogic may require Client to schedule an onboarding meeting as a condition to accessing the Services or beginning a Free Trial. Unless otherwise stated by EVlogic in writing, the Free Trial Start Date is the date originally scheduled for the onboarding meeting through EVlogic’s designated scheduling system, regardless of whether Client attends, reschedules, misses, or declines that meeting. Client acknowledges that the purpose of this rule is to establish a clear and administrable start date for trial access and subscription conversion.

During the Free Trial, Client may be granted limited access to certain features, functions, modules, Seats, and Tokens, all as determined by EVlogic in its sole discretion. EVlogic may limit or revoke Free Trial access at any time. Beta Services may be included in a Free Trial.

Client may cancel during the Free Trial only by sending an email cancellation notice to [email protected] before the expiration of the Free Trial period and receiving an email confirmation of cancellation from EVlogic. A cancellation request is not effective unless and until EVlogic sends such confirmation. If Client does not receive a confirmation email, Client’s cancellation request will be deemed incomplete and the subscription will activate automatically on the Activation Date.

EVlogic is not obligated to retain Client Data entered during a Free Trial if the subscription is not activated. Client should not upload sensitive, production critical, or irreplaceable data during the Free Trial unless Client has separately confirmed retention expectations with EVlogic.

6. Subscription Activation, Renewal, and Billing Authorization

Unless timely canceled in accordance with Section 5, the Subscription Plan selected by Client will automatically activate on the Activation Date. On the Activation Date, Client authorizes EVlogic and its Payment Processor to charge the payment method on file for the selected Subscription Plan, the number of Seats selected, and any associated Taxes. Thereafter, Client authorizes EVlogic and its Payment Processor to charge the payment method on file on a recurring monthly basis, or on such other cadence as expressly shown on the Order Page, for all Fees then due.

Subscriptions renew automatically for successive periods equal to the initial billing cadence unless canceled in accordance with these Terms or unless otherwise stated on the Order Page. Client may manage or cancel renewal through EVlogic’s account interface if available, or by contacting EVlogic support, provided that cancellation of renewal will take effect at the end of the then current paid billing period and will not entitle Client to a refund for the current period except as required by law or expressly stated by EVlogic in writing.

Client authorizes EVlogic to charge the payment method on file not only for recurring subscription Fees, but also for additional Seats added by Client, Token purchases, overages, usage based charges, implementation fees, support upgrades, and other charges expressly authorized by Client through the Services or applicable Order Page. Client is responsible for ensuring that the payment method remains valid and current.

If any charge is declined, reversed, disputed, rejected, or otherwise not successfully collected, EVlogic may notify Client using the billing contact information on file. If payment is not successfully received within ten days after notice, EVlogic may suspend Client’s access to all or part of the Services without liability to Client. EVlogic may continue to attempt collection of past due amounts using the payment method on file and any other lawful means. Overdue amounts may accrue interest at the lesser of one and one half percent per month or the maximum rate permitted by law, plus reasonable costs of collection, including attorneys’ fees where permitted.

Fees are stated and payable in United States dollars unless otherwise specified by EVlogic. Fees are noncancelable and nonrefundable except as expressly stated in these Terms or required by law. Client is responsible for all Taxes arising from or related to the Services, excluding taxes based on EVlogic’s net income, payroll, or property. If Client is required by law to withhold any Taxes from payments to EVlogic, Client shall gross up the payment so that EVlogic receives the full amount invoiced or charged.

7. Subscription Plans, Tokens, and Usage Model

The Services may be offered under different Subscription Plans that vary by Seats, Tokens, feature access, service levels, limits, and pricing. The Subscription Plan selected by Client is reflected on the Order Page or the Services interface. EVlogic may change plan names, plan features, usage rules, support features, or pricing for future billing periods by providing notice through the Services, by email, or by posting updated pricing prior to the effective date of the change. Pricing changes will not apply retroactively to amounts already paid for a current billing period.

Certain activities in the Services consume Tokens. Tokens represent units of computational activity, entitlement, or usage associated with platform functions such as project creation, blueprint or scenario generation, engineering calculations, design workflows, AI enabled operations, analyses, reprocessing, or other features designated by EVlogic. Token consumption amounts may vary by feature, workflow, complexity, data volume, or other factors. EVlogic may publish or update Token consumption schedules, methodologies, or examples at its website, within the Services, or in the Documentation. Client is responsible for reviewing applicable Token rules.

Unless otherwise expressly stated on the Order Page, Tokens included with a paid subscription may roll over from month to month only while Client’s subscription remains continuously active and in good standing. If the subscription is canceled, suspended for nonpayment, or terminated, any unused Tokens may expire immediately or at the end of any applicable grace period determined by EVlogic. Tokens have no cash value, are not redeemable for money, are not transferable, and may not be resold, assigned, pledged, or exchanged without EVlogic’s prior written consent.

EVlogic may offer optional Token packages for additional Fees. Such packages may have separate pricing, expiration rules, and usage priority. Client acknowledges that the computational demands and cost structures of the Services may evolve over time, and EVlogic reserves the right to modify Token rules prospectively. Token consumption varies depending on the specific service performed, and applicable token consumption schedules are published at https://www.evlogic.ai/tokens, which may be updated by EVlogic from time to time.

Client shall not attempt to circumvent Token accounting, usage controls, or entitlements, including by automating repeated calls, splitting usage among accounts, manipulating workflows, exploiting technical gaps, or otherwise seeking to obtain more usage than purchased. Any such conduct is a material breach of these Terms.

8. License Grant and Reservation of Rights

Subject to Client’s timely payment of all Fees and continued compliance with these Terms, EVlogic grants Client during the Subscription Term a limited, revocable, nonexclusive, nontransferable, nonsublicensable right and license to access and use the Services and Documentation solely for Client’s internal business purposes in accordance with the applicable Subscription Plan. No right is granted to use the Services for the benefit of third parties on a service bureau, outsourcing, managed service, or other commercial services basis unless expressly authorized in a separate written agreement signed by EVlogic.

Except for the limited rights expressly granted in these Terms, EVlogic and its licensors reserve all right, title, and interest in and to the EVlogic Materials. No rights are granted by implication, estoppel, exhaustion, or otherwise. Client acknowledges that the Services are licensed, not sold.

9. Acceptable Use Restrictions

Client shall not, and shall not permit any Authorized User or third party to, directly or indirectly:

• copy, reproduce, modify, adapt, translate, create derivative works of, or publicly display the Services or Documentation except as expressly permitted by EVlogic;
• reverse engineer, decompile, disassemble, decode, attempt to derive source code from, or otherwise discover the underlying structure, ideas, algorithms, models, workflows, prompts, architecture, or interoperability interfaces of the Services or AI Systems;
• use the Services to build, train, improve, benchmark, test, validate, or support a competing product or service;
• access the Services for competitive analysis, market intelligence, feature replication, or product development purposes;
• scrape, mine, harvest, extract, download, index, mirror, or collect data or Outputs from the Services through automated means or at scale, except through approved APIs used in accordance with these Terms and Documentation;
• use any robot, spider, crawler, bot, macro, or automated means to access the Services in a manner that exceeds normal intended usage or imposes undue burden;
• interfere with, disrupt, or compromise the integrity, performance, availability, or security of the Services or any network, data, account, or system used to provide the Services;
• introduce malware, spyware, ransomware, trojan horses, worms, time bombs, or other harmful code into the Services;
• perform penetration testing, vulnerability scanning, or security testing against the Services without EVlogic’s prior written authorization;
• bypass, disable, or defeat any usage restrictions, authentication measures, rate limits, Token controls, access controls, or security protections of the Services;
• use the Services in violation of applicable law, regulation, court order, industry rule, or third party right;
• upload, submit, or process through the Services any Client Data that Client does not have the legal right to use or disclose;
• use the Services to develop, generate, or support unlawful discrimination, unlawful surveillance, prohibited critical decision making, or other unlawful use cases;
• misrepresent identity, affiliation, or authority in connection with use of the Services;
• resell, lease, sublicense, distribute, or otherwise make the Services available to any third party except Authorized Users as permitted herein;
• use the Services in any manner inconsistent with the Documentation or Subscription Plan; or
• use the Services in a manner that EVlogic reasonably believes poses material legal, operational, reputational, or security risk to EVlogic, the Services, or other customers.

EVlogic may investigate suspected misuse of the Services. In doing so, EVlogic may review Account activity, usage metrics, logs, support history, and other relevant information. Client shall reasonably cooperate with EVlogic in any such investigation.

10. APIs, Integrations, and Automation

To the extent EVlogic makes APIs, webhooks, or other integration tools available, Client may use them only in accordance with the Documentation, the applicable Subscription Plan, and any technical or usage limits imposed by EVlogic. EVlogic may establish or modify rate limits, concurrency limits, request limits, authentication requirements, data field restrictions, endpoint restrictions, and security requirements for APIs at any time.

Client shall not use APIs or integrations to replicate the core functionality of the Services, to create a substitute service, to extract data at scale, to evade Token accounting, to create uncontrolled downstream distribution of Outputs, or to enable access by unauthorized third parties. Client is responsible for all activity conducted through API keys, integration credentials, and other access credentials issued to Client. Client shall keep such credentials secure and shall immediately revoke or rotate them if compromised.

EVlogic may suspend or revoke API access if EVlogic reasonably believes that Client’s API usage is excessive, insecure, abusive, technically harmful, legally risky, or inconsistent with these Terms. EVlogic has no obligation to maintain backward compatibility of APIs except as expressly stated in the Documentation.

11. Third Party Services and Dependencies

The Services may interoperate with, rely upon, or make use of third party products, services, data providers, infrastructure, platforms, maps, payment processors, authentication systems, hosting providers, communications providers, or other external services (“Third Party Services”). Such Third Party Services are not under EVlogic’s control. EVlogic does not warrant or support Third Party Services except to the extent expressly stated by EVlogic in writing.

Client’s use of Third Party Services may be subject to separate terms between Client and the applicable provider. EVlogic is not responsible for the availability, performance, accuracy, legality, security, acts, omissions, or failures of any Third Party Services. Any interruption, inaccuracy, delay, or change caused by a Third Party Service will not constitute a breach by EVlogic of these Terms.

12. Client Data; License to Process; Usage Data

As between the parties, Client retains all right, title, and interest in and to Client Data. Client hereby grants EVlogic and its subcontractors a worldwide, nonexclusive, royalty free right and license during the Subscription Term and any applicable post termination retention period to host, store, copy, transmit, process, display, modify as technically necessary, and otherwise use Client Data solely as necessary to provide, support, secure, maintain, improve, and operate the Services, enforce these Terms, comply with law, and exercise EVlogic’s rights hereunder.

Client represents and warrants that Client has all rights, permissions, and legal bases necessary for Client to submit Client Data to the Services and to grant the foregoing license. Client is solely responsible for the accuracy, quality, legality, and appropriateness of Client Data and for obtaining all consents necessary from individuals, contractors, site owners, utilities, property owners, or other third parties as applicable.

EVlogic may generate, collect, and use Usage Data for lawful business purposes including operations, support, security, analytics, product improvement, reporting, benchmarking, and development of features and services. EVlogic may also create aggregated and deidentified data sets from Client Data and Usage Data, provided that such data sets do not identify Client, any Authorized User, or any confidential project information as the source. Aggregated and deidentified data are EVlogic Materials.

Client acknowledges that the Services may use Client prompts, instructions, parameters, inputs, and interactions in order to deliver Outputs. Unless otherwise expressly agreed by EVlogic in writing, EVlogic is not obligated to segregate Client inputs from system optimization processes except as required by applicable law, the Documentation, or EVlogic’s privacy commitments.

13. Data Retention, Backups, and Deletion

EVlogic may retain Client Data only for so long as reasonably necessary to provide the Services, meet operational needs, resolve disputes, enforce agreements, comply with legal obligations, and maintain security and backup procedures. Client is responsible for exporting and maintaining copies of any Client Data and Outputs that Client wishes to preserve. The Services are not an archival or backup service, and EVlogic does not guarantee the retention, exportability, or recoverability of any Client Data beyond the ordinary functionality expressly provided by the Services.

Upon termination or expiration of the Subscription Term, Client may request export of Client Data for up to thirty days, provided that Client has paid all undisputed Fees then due and is otherwise in compliance with these Terms. Following that period, EVlogic may delete Client Data from active systems, subject to standard backup retention practices and legal retention requirements. Residual copies may remain in backups, archives, logs, and disaster recovery systems for a limited period in the ordinary course, and EVlogic may retain Usage Data, aggregated data, and deidentified data.

14. Data Security

EVlogic will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data from unauthorized access, use, alteration, or disclosure while hosted by EVlogic. Such safeguards may include role based access controls, authentication mechanisms, network security measures, encryption practices where determined appropriate by EVlogic, logging, monitoring, backup processes, and internal access controls.

Client acknowledges, however, that no software, system, network, or data transmission is completely secure. EVlogic does not warrant or guarantee that the Services will be immune from all security incidents or that unauthorized third parties will never defeat security measures. Client is responsible for using appropriate judgment in deciding what data to submit to the Services and for maintaining its own security procedures, including endpoint security, user access governance, device security, and credential management.

If EVlogic becomes aware of unauthorized access to Client Data hosted by EVlogic and such access triggers a legal notification obligation under applicable law, EVlogic will provide notice to Client within a commercially reasonable time, taking into account the need to investigate, contain, and remediate the incident and any legal restrictions.

15. Confidentiality

Each party receiving Confidential Information of the other party agrees to use at least reasonable care, and in no event less than the degree of care it uses to protect its own confidential information of similar importance, to protect the disclosing party’s Confidential Information from unauthorized access, use, or disclosure. The receiving party shall use the disclosing party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms and for no other purpose.

The receiving party may disclose Confidential Information only to its employees, Affiliates, contractors, professional advisors, and service providers who have a need to know such information for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those contained herein. The receiving party is responsible for any breach of this Section by any person to whom it discloses Confidential Information.

If the receiving party is required by law, regulation, subpoena, court order, or governmental demand to disclose Confidential Information, the receiving party may do so only to the extent legally required and, where legally permitted, shall provide the disclosing party with prompt notice to allow the disclosing party to seek protective treatment. The receiving party shall reasonably cooperate, at the disclosing party’s expense, in any effort to resist or limit such disclosure.

The obligations in this Section survive for five years after termination or expiration of these Terms, except with respect to trade secrets, for which such obligations survive for so long as the information remains a trade secret under applicable law.

16. Intellectual Property Ownership

As between the parties, EVlogic and its licensors own and retain all right, title, and interest in and to the EVlogic Materials, including all intellectual property rights therein. No rights are granted to Client except those expressly set forth in these Terms. Client shall not remove, alter, or obscure any proprietary notices, labels, trademarks, or legends appearing in or on the Services or Documentation.

Client acknowledges that the structure, organization, sequence, logic, interfaces, workflows, and design of the Services are valuable proprietary information of EVlogic. The Services may include patentable inventions, copyrighted materials, trade secrets, proprietary data structures, and confidential methods of operation. Client shall take no action inconsistent with EVlogic’s ownership rights.

To the extent Client provides EVlogic with suggestions, ideas, enhancement requests, recommendations, corrections, comments, or other feedback regarding the Services or potential new products or services (“Feedback”), Client grants EVlogic a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty free right and license to use, disclose, exploit, modify, incorporate, and commercialize such Feedback for any purpose without restriction or obligation to Client.

17. AI Systems and Algorithm Ownership

Client acknowledges that the Services may incorporate proprietary AI Systems and computational methods, including models, prompts, model orchestration, scoring methodologies, recommendation engines, optimization logic, engineering heuristics, rules engines, retrieval methods, simulation processes, and other automated systems. As between the parties, EVlogic owns all right, title, and interest in and to such AI Systems and all associated intellectual property rights, trade secrets, know how, training and tuning methods, parameterization methods, output formatting methods, evaluation methodologies, and product improvements.

Client receives no right to inspect, access, copy, export, or use the AI Systems independent of the Services. Nothing in these Terms transfers to Client any ownership interest in the AI Systems or any right to exploit their underlying logic or design. Client further acknowledges that outputs similar or identical to Client’s Outputs may be generated for EVlogic or other customers based on similar inputs or system behavior, and nothing in these Terms limits EVlogic’s right to provide the Services to others.

18. Prohibition on AI Training, Model Extraction, and Data Mining

Client shall not use the Services, Outputs, Documentation, or other EVlogic Materials, directly or indirectly, to train, fine tune, adapt, validate, evaluate, benchmark, test, or improve any artificial intelligence or machine learning model, system, classifier, recommender, optimization engine, or other automated system, whether for Client’s internal purposes or for any third party. Client shall not use the Services or Outputs to create training data sets, synthetic data sets, evaluation sets, prompt libraries, benchmarking libraries, or labeled corpora for use in any AI or analytical system outside the Services.

Client shall not use scraping, automation, repeated prompting, extraction attacks, prompt injection, model inversion, adversarial input design, account multiplexing, or any similar technique to discover or infer the internal behavior, architecture, weighting, training data characteristics, prompts, embeddings, safety systems, or latent structure of EVlogic’s AI Systems.

Any violation of this Section is a material breach causing irreparable harm for which monetary damages may be inadequate. EVlogic is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

19. Noncircumvention of Platform Outputs and Methodologies

Client acknowledges that EVlogic has invested substantial resources in developing the methods, workflows, computational logic, design frameworks, cost structures, scenario generation processes, and analytical presentation methods embodied in the Services and Outputs. Client shall not use Outputs, with or without modification, to replicate, codify, document, systematize, or otherwise reconstruct EVlogic’s proprietary methodologies for use outside the Services in a manner that materially substitutes for continued use of the Services.

Without limiting the foregoing, Client shall not use Outputs to create internal tools, spreadsheets, templates, playbooks, rule libraries, engineering engines, automated calculators, or software that replicate the core value or methodologies of the Services, except to the extent such replication consists only of ordinary manual use of final Outputs for Client’s own project execution after independent professional validation. The distinction between permissible use of Outputs for Client’s project work and impermissible use to replicate EVlogic’s platform or methods shall be interpreted in favor of protecting EVlogic’s proprietary technology and business model.

20. Competitive Use Prohibition

Client shall not access or use the Services if Client is a direct competitor of EVlogic, except with EVlogic’s prior written consent. Client shall not permit any person acting on behalf of a direct competitor to access the Services for purposes of competitive analysis, feature comparison, benchmarking, reverse engineering, user research, business intelligence, procurement support for a competing solution, or product development. Any access obtained by concealment of identity, false registration, intermediary registration, or similar means is unauthorized and constitutes a material breach of these Terms.

21. Outputs; No Assignment of EVlogic Rights; Client Use Rights

Subject to Client’s compliance with these Terms and payment of applicable Fees, Client may use Outputs generated for Client through the Services for Client’s internal business purposes related to Client’s own planning, evaluation, decision making, collaboration, and project execution. This limited right does not include the right to resell Outputs as a standalone product, to publish Outputs as a service to third parties, to grant access to Outputs to persons who are not Authorized Users except in the ordinary course of Client’s own project activities, or to use Outputs in violation of Sections 18, 19, or 20.

To the extent any intellectual property rights arise in the structure, arrangement, formatting, presentation logic, or system generated aspects of Outputs, such rights remain with EVlogic. To the extent Client retains rights in the project specific factual content embodied in Outputs due to Client Data supplied by Client, such rights do not limit EVlogic’s ownership of its underlying technologies and methods.

22. Professional Responsibility Disclaimer

Client expressly acknowledges and agrees that the Services are software tools designed to support analysis, planning, conceptual modeling, cost estimation, scenario comparison, and related workflow assistance. The Services do not constitute the practice of engineering, architecture, surveying, construction management, legal compliance, tax compliance, permitting, electrical design certification, utility interconnection approval, or any other regulated professional service. EVlogic is not acting as Client’s engineer of record, architect of record, contractor, subcontractor, licensed designer, utility consultant, regulatory advisor, or fiduciary.

All Outputs, recommendations, calculations, scenarios, assumptions, cost estimates, siting suggestions, design suggestions, feasibility results, and related materials generated by the Services are informational and analytical only. They may be based on assumptions, model limitations, data quality limitations, incomplete or outdated information, generalized rules, third party data, or computational approximations. Outputs may omit project specific conditions, code requirements, utility requirements, site constraints, jurisdictional conditions, geotechnical considerations, permitting requirements, constructability issues, supply chain issues, labor conditions, local regulations, or other facts that may materially affect actual project design or cost.

Client is solely responsible for all decisions made, actions taken, and projects pursued based on use of the Services or any Output. Before relying on any Output for design, permitting, procurement, contracting, budgeting, construction, deployment, safety, or regulatory purposes, Client must engage qualified Professionals to independently review, verify, adapt, and approve all relevant information. Client bears sole responsibility for determining whether the Services and Outputs are appropriate for Client’s intended use case and whether any Output is sufficiently accurate, complete, and current for use in a given circumstance.

EVlogic shall have no liability whatsoever arising from or related to real world implementation, engineering, construction, operation, permitting, utility interconnection, inspection, safety performance, code compliance, regulatory compliance, procurement, contractor performance, equipment selection, project economics, or any other project outcome, even if an Output was used in connection with such matters. The parties agree that this Section is a material basis of the bargain and that Fees reflect this allocation of risk.

23. Beta Services

From time to time, EVlogic may make Beta Services available to Client. Beta Services are provided for evaluation purposes only and may contain errors, defects, or other issues. EVlogic may modify, suspend, or discontinue Beta Services at any time without notice. EVlogic has no obligation to provide support, maintenance, availability, security, or data retention for Beta Services and may choose never to make Beta Services generally available.

Notwithstanding anything else in these Terms, Beta Services are provided “as is” and “as available” without warranty, indemnity, service commitment, or liability of any kind to the maximum extent permitted by law.

24. Service Availability; Support; No Service Level Commitment

EVlogic will use commercially reasonable efforts to make the Services available in accordance with ordinary industry practices for SaaS offerings, but EVlogic does not guarantee uninterrupted or error free operation of the Services. The Services may be unavailable from time to time due to scheduled maintenance, emergency maintenance, upgrades, changes, capacity constraints, internet failures, Third Party Service failures, security events, force majeure events, or other reasons beyond EVlogic’s reasonable control.

Unless EVlogic expressly agrees otherwise in a separate signed service level agreement, EVlogic does not provide any guaranteed uptime percentage, response time commitment, service credit regime, or disaster recovery commitment. Any support provided by EVlogic is subject to the Subscription Plan and EVlogic’s then current support practices.

25. Suspension Rights

EVlogic may suspend Client’s or any Authorized User’s access to all or any part of the Services immediately upon notice, or without notice where reasonably necessary, if EVlogic believes: (a) Client is in breach of these Terms, (b) Client has failed to pay Fees when due, (c) use of the Services by Client poses a security risk to the Services or any third party, (d) Client is engaging in fraud, abuse, unlawful activity, or prohibited competitive activity, (e) suspension is required to prevent material harm to EVlogic, the Services, or other customers, (f) Client’s use violates export control or sanctions laws, or (g) a third party provider or legal authority requires suspension.

Where practicable, EVlogic will use reasonable efforts to limit the suspension to the affected portion of the Services and to restore access promptly after the issue is resolved. EVlogic will have no liability for any suspension effected in accordance with this Section.

26. Warranties and Disclaimers

Each party represents that it has the legal power and authority to enter into these Terms. Client further represents and warrants that Client Data and Client’s use of the Services will not violate applicable law or third party rights.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, OUTPUTS, DOCUMENTATION, BETA SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVLOGIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, RESULTS, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, EVLOGIC DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL MEET CLIENT’S REQUIREMENTS, BE ERROR FREE, BE SECURE, BE UNINTERRUPTED, BE COMPATIBLE WITH CLIENT SYSTEMS, OR PRODUCE ACCURATE, COMPLETE, CURRENT, OR PROJECT READY RESULTS. EVLOGIC DOES NOT WARRANT THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL IDENTIFY OR ACCOUNT FOR ALL SITE CONDITIONS, REGULATORY REQUIREMENTS, COST FACTORS, OR OTHER PROJECT VARIABLES.

27. Mutual Indemnification

27.1 By Client

Client shall defend, indemnify, and hold harmless EVlogic and its Affiliates and their respective officers, directors, employees, contractors, agents, successors, and assigns from and against any and all third party claims, actions, demands, proceedings, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) Client Data, including any allegation that Client Data infringes, misappropriates, or violates any third party right or applicable law, (b) Client’s or any Authorized User’s misuse of the Services or breach of these Terms, (c) Client’s actual or alleged project implementation, construction, deployment, permitting, regulatory, or professional errors or omissions, (d) Client’s use of Outputs without required professional validation, or (e) Client’s violation of export control, sanctions, privacy, or other applicable laws.

27.2 By EVlogic

EVlogic shall defend Client from any third party claim alleging that Client’s authorized use of the Services as provided by EVlogic and in accordance with these Terms directly infringes any United States patent, copyright, or trade secret of that third party, and EVlogic shall indemnify Client against damages finally awarded by a court of competent jurisdiction or included in an approved settlement, provided that Client: (a) promptly notifies EVlogic in writing of the claim, (b) grants EVlogic sole control of the defense and settlement of the claim, and (c) provides reasonable cooperation at EVlogic’s expense.

EVlogic will have no obligation under this Section to the extent a claim arises from: (i) Client Data, (ii) Client’s combination of the Services with products, services, or data not supplied by EVlogic, (iii) use of the Services in violation of these Terms or Documentation, (iv) modifications not made by EVlogic, (v) Beta Services, or (vi) continued use of allegedly infringing Services after EVlogic has made available a noninfringing alternative.

If EVlogic reasonably believes that the Services may become subject to such a claim, EVlogic may, at its option and expense, procure for Client the right to continue using the affected Services, modify or replace the affected Services to make them noninfringing without materially reducing core functionality, or terminate the affected Services and refund any prepaid Fees allocable to the unused portion of the then current paid term for the affected Services. THIS SECTION STATES EVLOGIC’S SOLE AND EXCLUSIVE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM RELATING TO THE SERVICES.

28. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EVLOGIC OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVLOGIC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO EVLOGIC FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CLIENT HAS USED THE SERVICES UNDER A FREE TRIAL OR WITHOUT PAYMENT, EVLOGIC’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE. NOTHING IN THESE TERMS SHALL LIMIT LIABILITY TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. THE PARTIES AGREE THAT THE DISCLAIMERS AND LIMITATIONS IN THESE TERMS ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND THAT FEES WOULD BE HIGHER ABSENT SUCH DISCLAIMERS AND LIMITATIONS.

29. Usage Monitoring and Audit Rights

EVlogic may monitor Client’s use of the Services for purposes of operating the Services, ensuring compliance with these Terms, measuring Seat usage, tracking Token consumption, enforcing usage limits, detecting abuse, investigating security incidents, and supporting billing and product improvement. Client agrees that EVlogic may collect and review logs, telemetry, authentication records, API usage records, concurrency patterns, and similar data in connection with such monitoring.

If EVlogic reasonably believes that Client has exceeded purchased Seats, circumvented Token accounting, shared credentials, permitted unauthorized users, engaged in prohibited automation, or otherwise used the Services outside the permitted scope, EVlogic may request reasonable records and cooperation from Client to verify compliance. Client shall provide such cooperation within a reasonable time. If EVlogic determines that Client has underpaid Fees or exceeded licensed usage, Client shall promptly pay the applicable additional Fees for the excess usage, without prejudice to EVlogic’s other remedies.

30. Compliance with Laws; Export Controls; Sanctions

Client shall use the Services in compliance with all applicable laws, regulations, and governmental requirements, including those relating to export controls, economic sanctions, anti corruption, privacy, data protection, and intellectual property. Client represents and warrants that neither Client nor any Authorized User is a Restricted Party and that Client will not directly or indirectly access, use, export, reexport, release, transfer, or allow access to the Services in violation of applicable export control or sanctions laws of the United States or other relevant jurisdictions.

Client shall not use the Services in or for the benefit of any country, region, entity, or person subject to prohibited sanctions or export restrictions. Client shall not use the Services in connection with prohibited end uses. EVlogic may suspend or terminate access if EVlogic reasonably believes Client is in violation of this Section.

31. Term, Termination, and Effect of Termination

These Terms begin on the Effective Date and continue until terminated in accordance with this Section. The Subscription Term begins on the Activation Date or other paid subscription start date and continues until the subscription expires or is terminated.

Either party may terminate these Terms for material breach by the other party if the breach remains uncured fourteen days after written notice describing the breach in reasonable detail. EVlogic may terminate these Terms immediately upon notice if Client breaches Sections 8, 9, 10, 18, 19, 20, or 30, or if EVlogic reasonably determines that continued provision of the Services would create material legal, security, or operational risk.

Client may terminate by canceling renewal of the subscription, but termination for convenience will take effect only at the end of the then current paid billing period unless otherwise expressly agreed by EVlogic. No termination or cancellation relieves Client of the obligation to pay Fees accrued before the effective date of termination.

Upon termination or expiration: (a) all rights granted to Client under these Terms immediately cease, (b) Client shall immediately stop using the Services, (c) Client shall pay any outstanding Fees, and (d) EVlogic may delete Client Data in accordance with Section 13. Sections that by their nature should survive will survive termination, including Sections concerning Fees owed, confidentiality, intellectual property, restrictions, disclaimers, indemnification, limitations of liability, disputes, and general provisions.

32. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms, except for payment obligations, to the extent caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, earthquakes, fires, floods, wars, terrorism, civil unrest, labor disputes, internet or telecommunications failures, utility failures, denial of service attacks, government orders, epidemics, pandemics, transportation disruptions, or failures of cloud hosting or other Third Party Services. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.

33. Assignment

Client may not assign, delegate, transfer, or novate these Terms, in whole or in part, whether by operation of law, merger, asset sale, change of control, or otherwise, without EVlogic’s prior written consent, except that Client may assign these Terms in connection with a bona fide merger, acquisition, or sale of substantially all of Client’s assets, provided the assignee is not a direct competitor of EVlogic and agrees in writing to be bound by these Terms. Any attempted assignment in violation of this Section is void.

EVlogic may assign or transfer these Terms, in whole or in part, without Client’s consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, financing transaction, or transfer to an Affiliate.

34. Notices

EVlogic may provide notices to Client by email to the billing or administrative contact on file, by posting in the Services, by account notification, or by other reasonable means. Notices from Client to EVlogic must be sent by email to the support or legal contact designated by EVlogic, unless EVlogic requires a different method for legal notices. Notices are deemed given on the date sent if sent by email, or on the date posted if posted within the Services, unless the sender receives a message indicating nondelivery.

Client is responsible for keeping contact information current. EVlogic is not responsible for Client’s failure to receive notices due to outdated or incorrect contact information.

35. Dispute Resolution; Arbitration; Class Action Waiver

Please read this Section carefully. It affects legal rights, including the right to sue in court and the right to have claims heard by a jury.

Except for claims for injunctive or equitable relief relating to misuse of the Services, violation of intellectual property rights, breach of confidentiality, or prohibited competitive use, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including formation, interpretation, breach, termination, enforcement, validity, or scope of this arbitration provision, shall be resolved by final and binding arbitration administered by the American Arbitration Association under its commercial arbitration rules. The seat of arbitration shall be Los Angeles County, California, unless the parties agree otherwise. The arbitration shall be conducted in English by one arbitrator experienced in commercial technology disputes. Judgment on the award may be entered in any court of competent jurisdiction.

The parties agree that arbitration will be conducted only on an individual basis and not in a class, consolidated, representative, collective, or private attorney general action. The parties waive any right to participate as a class representative or class member in any purported class or representative proceeding. The arbitrator shall have no authority to consolidate claims of different parties or to preside over any form of representative or class proceeding.

Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent actual or threatened misuse of the Services, infringement or misappropriation of intellectual property, unauthorized disclosure of Confidential Information, or other harm for which monetary damages would be inadequate.

To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to trial by jury in any proceeding arising out of or related to these Terms or the Services.

36. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by the laws of the State of California, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

37. Publicity

Unless Client opts out in writing or EVlogic otherwise agrees in writing, EVlogic may identify Client by name and logo in EVlogic’s customer lists, website, pitch materials, and marketing materials solely to indicate that Client is a customer of EVlogic. EVlogic shall comply with Client’s reasonable trademark usage guidelines if provided to EVlogic. Neither party may issue a press release referencing the other party without the other party’s prior written consent, except as required by law.

38. General Provisions

These Terms constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous discussions, proposals, marketing materials, understandings, and agreements concerning the same subject matter, except for any separately executed written agreement signed by both parties that expressly supersedes these Terms. In the event of conflict, the following order of precedence applies unless otherwise expressly stated: a separately signed written agreement, then the Order Page, then these Terms, then the Documentation.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permissible to effect the parties’ intent. A party’s failure to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision. Any waiver must be in writing and signed by the waiving party.

The relationship of the parties is that of independent contractors. These Terms do not create any agency, partnership, joint venture, fiduciary relationship, or employment relationship between the parties. There are no third party beneficiaries to these Terms except as expressly stated.

The section headings in these Terms are for convenience only and have no legal effect. Words such as “including” or “includes” mean “including without limitation.” These Terms may be accepted electronically and may be executed or evidenced by electronic records, and such electronic acceptance shall have the same force and effect as a handwritten signature.