Enterprise SaaS Agreement
Version: August 25, 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, the Marketplace and Supplier Success Fee Addendum included below and incorporated into these Terms (the "Marketplace Addendum"), 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, marketplace, bid opportunity, matching, introduction and referral functionality, websites, support services, documentation, and related offerings made available by EVlogic (collectively, the "Services").
By selecting the acknowledgment presented with an EVlogic payment link or checkout page and then providing or submitting a payment method, or by selecting another checkbox or electronic control that references or links to these Terms, Client acknowledges that Client had an opportunity to review these Terms and agrees to be bound by them. Client also agrees to these Terms by creating an Account, purchasing a Subscription Plan, accessing or using the Services, or allowing any Authorized User to access or use the Services. Each such action constitutes Client’s electronic signature and acceptance of these Terms with the same force and effect as a handwritten signature. If the person accepting these Terms acts for 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. If Client does not agree to these Terms, Client must not submit a payment method, purchase a Subscription Plan, or access or use the Services.
EVlogic provides software tools intended to assist in planning, feasibility modeling, engineering analysis, design workflow support, cost estimation, and marketplace introductions relating to electric vehicle charging infrastructure and related projects. The Services are software and referral tools only. Except as expressly set forth in a separately signed written agreement executed by EVlogic, the Services do not constitute licensed engineering services, architectural services, legal advice, permitting advice, tax advice, regulatory advice, utility interconnection advice, construction services, procurement agency, project management services, or the solicitation, negotiation, sale, supply, supervision, or performance of any third party products or services.
| 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 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, Success Fees, taxes, and other charges payable by Client in connection with the Services. |
| “Trial” | means any limited evaluation access to the Services provided by EVlogic before the Activation Date. |
| “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, 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, Marketplace Services, 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. |
| “Marketplace Addendum” | means the Marketplace and Supplier Success Fee Addendum included below and incorporated into these Terms. |
| “Marketplace Services” | means features or services through which EVlogic identifies, matches, introduces, or refers prospective project owners and suppliers, communicates bid opportunities, or facilitates related communications, whether through the Platform or by email, telephone, meeting, event, message, or other on platform or off platform means. |
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 may include Marketplace Services that allow a Client acting as a project owner to make project or bid information available to prospective suppliers and allow a Client acting as a supplier to receive, evaluate, and respond to potential opportunities for products or services. Marketplace Services may include introductions or referrals made on or off the Platform.
Use of Marketplace Services is subject to the Marketplace Addendum. A Client may act as a Project Owner, a Supplier, or both in different transactions, and the obligations applicable to each role apply whenever Client acts in that role.
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.
EVlogic may provide Marketplace Services through which it identifies or refers potential Project Owners and Suppliers, shares opportunity or profile information, and facilitates communications. Marketplace Services include introductions and referrals made on or off the Platform and are governed by the Marketplace Addendum.
EVlogic acts solely as an independent software and referral service. EVlogic is not a party to any bid, purchase order, subcontract, supply agreement, construction contract, professional services agreement, or other transaction between Marketplace participants. EVlogic does not undertake, offer to undertake, solicit, negotiate, sell, supply, supervise, direct, guarantee, or perform any Supplier products or services and is not a contractor, subcontractor, design professional, procurement agent, seller, reseller, payment intermediary, escrow agent, fiduciary, or agent of any participant. Participants must contract with and pay each other directly.
Each Project Owner is solely responsible for the content and completeness of its opportunity, bid package, specifications, schedule, budget, site information, award decision, due diligence, contracting, payment, and project administration. Each Supplier is solely responsible for its profile, qualifications, licensing, registrations, bonding, insurance, bid, pricing, capacity, personnel, subcontractors, products, services, permits, taxes, warranties, safety, legal compliance, and performance.
EVlogic may use participant supplied information and objective matching criteria to identify possible counterparties, but EVlogic does not endorse or recommend any participant and does not warrant identity, licensing, qualifications, financial condition, availability, pricing, bid accuracy, product quality, workmanship, performance, payment, legality, or project outcome. Each participant must conduct its own independent diligence and obtain professional advice appropriate to the transaction and jurisdiction.
A Marketplace listing, invitation, match, introduction, or bid creates no obligation for a Project Owner to request or accept a bid, award work, or purchase anything and creates no obligation for a Supplier to bid or contract. EVlogic may decline, withdraw, suspend, or limit any Marketplace opportunity or participant at any time for legal, safety, integrity, operational, reputational, or compliance reasons.
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.
A Client acting as a Supplier must maintain an active Account in good standing, satisfy EVlogic’s then current profile and eligibility requirements, and provide any reasonably requested verification in order to receive or pursue Marketplace introductions, referrals, or bid opportunities. Account eligibility does not constitute EVlogic’s endorsement, certification, or warranty of any Supplier.
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.
EVlogic may require Client to schedule an onboarding meeting as a condition to accessing the Services or beginning a Trial. Unless otherwise stated by EVlogic in writing, the 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 Trial, Client may be granted limited access to certain features, functions, modules, Seats, and Tokens, all as determined by EVlogic in its sole discretion. Tokens acquired during the Trial period can only utilized for site creation and not for ancillary services. EVlogic may limit or revoke Trial access at any time. Beta Services may be included in a Trial.
Client may cancel during the Trial only by sending an email cancellation notice to [email protected] before the expiration of the 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 Trial if the subscription is not activated. Client should not upload sensitive, production critical, or irreplaceable data during the Trial unless Client has separately confirmed retention expectations with EVlogic.
Unless timely canceled in accordance with Section 6, 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, Success Fees due under the Marketplace Addendum, and other charges expressly authorized by Client through the Services, an applicable Order Page, a Success Fee Notice, or the Marketplace Addendum. 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, except for documented Success Fee adjustments expressly provided in the Marketplace Addendum, or as 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.
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.
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.
Client shall not, and shall not permit any Authorized User or third party to, directly or indirectly: (a) copy, reproduce, modify, adapt, translate, create derivative works of, or publicly display the Services or Documentation except as expressly permitted by EVlogic; (b) 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; (c) use the Services to build, train, improve, benchmark, test, validate, or support a competing product or service; (d) access the Services for competitive analysis, market intelligence, feature replication, or product development purposes; (e) 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; (f) 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; (g) 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; (h) introduce malware, spyware, ransomware, trojan horses, worms, time bombs, or other harmful code into the Services; (i) perform penetration testing, vulnerability scanning, or security testing against the Services without EVlogic’s prior written authorization; (j) bypass, disable, or defeat any usage restrictions, authentication measures, rate limits, Token controls, access controls, or security protections of the Services; (k) use the Services in violation of applicable law, regulation, court order, industry rule, or third party right; (l) upload, submit, or process through the Services any Client Data that Client does not have the legal right to use or disclose; (m) use the Services to develop, generate, or support unlawful discrimination, unlawful surveillance, prohibited critical decision making, or other unlawful use cases; (n) misrepresent identity, affiliation, or authority in connection with use of the Services; (o) resell, lease, sublicense, distribute, or otherwise make the Services available to any third party except Authorized Users as permitted herein; (p) use the Services in any manner inconsistent with the Documentation or Subscription Plan; or (q) 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.
In connection with Marketplace Services, Client shall not submit false or misleading project information, qualifications, licenses, insurance information, bids, pricing, references, or payment reports; impersonate another person; engage in bid rigging, collusion, kickbacks, sham transactions, discriminatory or unlawful procurement conduct; misuse another participant’s Confidential Information; or structure, route, conceal, delay, or mischaracterize a transaction or payment to evade a Success Fee. Off platform communications and contracting are not prohibited, but they remain subject to the Marketplace Addendum.
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.
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.
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, disclose to potential or actual Marketplace counterparties as authorized by Client’s Marketplace activity, modify as technically necessary, and otherwise use Client Data solely as necessary to provide, support, secure, maintain, improve, and operate the Services, facilitate Marketplace 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.
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.
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.
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.
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.
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.
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.
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.
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.
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, project execution, and authorized participation in Marketplace Services. 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 an authorized Marketplace opportunity, or to use Outputs in violation of Sections 19, 20, or 21.
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.
Client expressly acknowledges and agrees that the Services are software and referral tools designed to support analysis, planning, conceptual modeling, cost estimation, scenario comparison, related workflow assistance, and Marketplace introductions. The Services do not constitute the practice of engineering, architecture, surveying, construction management, legal compliance, tax compliance, permitting, electrical design certification, utility interconnection approval, procurement, contracting, 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, procurement agent, broker, salesperson, or fiduciary and is not responsible for any Marketplace participant’s products, services, bid, contract, payment, or performance.
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.
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.
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.
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.
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.
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, (e) Client’s violation of export control, sanctions, privacy, or other applicable laws, or (f) Client’s Marketplace activity, bid, procurement process, products, services, contract, payment, licensing, insurance, employment, taxes, liens, safety, property damage, personal injury, warranties, or dispute with another Marketplace participant.
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.
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 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.
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, administering Marketplace introductions and Success Fees, 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, Marketplace communications and records, 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, failed to report or pay a Success Fee, 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, interest, and any audit costs recoverable under the Marketplace Addendum, without prejudice to EVlogic’s other remedies.
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.
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 9, 10, 11, 19, 20, 21, or 31, 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 14. Termination, suspension, expiration, or closure of an Account does not eliminate any Success Fee arising from an Introduction made before the applicable event. Sections that by their nature should survive will survive termination, including Sections concerning Fees owed, Marketplace reporting, Success Fees, audit rights, confidentiality, intellectual property, restrictions, disclaimers, indemnification, limitations of liability, disputes, and general provisions, together with the survival provisions of the Marketplace Addendum.
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.
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.
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.
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.
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.
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.
These Terms, including the Marketplace Addendum, 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, solely as to a particular Marketplace opportunity’s commercial terms, an opportunity specific Success Fee Notice accepted by Supplier; then the Marketplace Addendum; then the Order Page; then the remainder of 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 EVlogic and Client is that of independent contractors. These Terms do not create any agency, partnership, joint venture, fiduciary relationship, employment relationship, brokerage, sales representation, contractor relationship, or procurement agency between EVlogic and Client or between EVlogic and any Marketplace participant. No Marketplace participant has authority to bind EVlogic, and EVlogic has no authority to bind a Marketplace participant. 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.
Incorporated into the EVlogic Terms of Service
Version: July 21, 2026
This Marketplace and Supplier Success Fee Addendum (this "Addendum") is included in and forms part of the EVlogic Terms of Service (the "Terms"). Capitalized terms not defined in this Addendum have the meanings given in the Terms. Client accepts this Addendum when Client electronically accepts the Terms, including by selecting the acknowledgment presented with an EVlogic payment link or checkout page and submitting a payment method; no separate signature is required. A Client also reaffirms its acceptance by requesting or accepting an Introduction, electronically acknowledging a Success Fee Notice, receiving nonpublic opportunity information after notice of an applicable Success Fee, submitting a bid, or otherwise using Marketplace Services. If Client acts in more than one role, the provisions applicable to each role apply.
EVlogic may make Marketplace Services available to a Client acting as a project owner, developer, site host, fleet operator, utility, consultant, or other person seeking products or services (a "Project Owner") and to a Client acting as a contractor, EPC, engineer, OEM, distributor, supply house, vendor, consultant, service provider, or other provider of products or services (a "Supplier"). Marketplace Services include Introductions made through the Platform or by email, telephone, video conference, in person meeting, event, message, referral, or any other on platform or off platform means.
The Terms and this Addendum apply to all Marketplace activity and all Qualified Transactions arising from an Introduction, regardless of where the parties communicate, negotiate, execute documents, perform, invoice, or make or receive payment.
"Applicable Offering" means a category of products or services listed in Schedule 1 or identified in an applicable Success Fee Notice.
"Attribution Period" means the period beginning on the date of an Introduction and ending twenty four months after that date. A Qualified Transaction entered into during the Attribution Period remains subject to this Addendum for all Transaction Revenue received under that Qualified Transaction after the Attribution Period, including under purchase orders, task orders, phases, milestones, options, extensions, renewals, replacements, change orders, amendments, expansions, and follow on work relating to the same project or opportunity.
"Introduction" means any act by or through EVlogic that identifies or refers a Project Owner, Supplier, project, opportunity, or potential transaction to the other party or enables or facilitates contact or communications between them. An Introduction includes providing a name, identity, profile, contact information, project information, bid invitation, opportunity notice, meeting, message, or connection, whether the information is complete or partial and whether made on or off the Platform.
"Qualified Transaction" means any binding or nonbinding agreement, award, purchase order, subcontract, supply arrangement, professional services engagement, statement of work, task order, commitment, sale, lease, license, rental, or other transaction entered into during the Attribution Period under which a Supplier Group member provides an Applicable Offering to or for a Project Owner Group member and that arises from, relates to, or concerns the project, site, program, need, or opportunity that was the subject of an Introduction.
"Project Owner Group" means a Project Owner and its Affiliates and any owner, developer, customer, site host, special purpose entity, financing party, program participant, agent, consultant, contractor, or other person for whose benefit or on whose behalf the Project Owner pursues the applicable project or opportunity.
"Success Fee" means the amount payable by Supplier to EVlogic under Section 7, calculated by multiplying applicable Transaction Revenue by the applicable Success Fee Percentage.
"Success Fee Notice" means an opportunity specific notice, presented through the Platform or by email or other written electronic communication, that identifies or links to the applicable Success Fee Percentage or other opportunity specific commercial terms and provides a reasonable opportunity for Supplier to review and electronically acknowledge those terms.
"Supplier Group" means a Supplier and its Affiliates and any owner, officer, employee, agent, representative, assignee, successor, subcontractor, distributor, reseller, joint venture, special purpose entity, or other person through which Supplier bids, contracts, performs, invoices, receives payment, or otherwise participates in a Qualified Transaction.
"Transaction Revenue" means all gross amounts actually received by or for the benefit of any Supplier Group member from or on behalf of any Project Owner Group member in connection with a Qualified Transaction, including deposits, retainers, milestone and progress payments, reimbursable expenses, change orders, cancellation payments, termination payments, recurring amounts, and amounts paid to an Affiliate, assignee, subcontractor, lender, escrow, or other designee at Supplier’s direction. Transaction Revenue excludes only (a) separately stated sales, use, or similar transaction taxes collected for remittance to a governmental authority and (b) bona fide refunds, credits, or chargebacks actually paid or issued to the Project Owner Group and supported by contemporaneous records. No deduction is permitted for costs of goods, labor, subcontractors, commissions, overhead, shipping, financing, payment processing, bad debt, or other costs or expenses.
Supplier must maintain an active EVlogic Account in good standing at all times while receiving, evaluating, bidding on, or pursuing Marketplace opportunities. Supplier must keep its legal name, ownership, contacts, payment information, licenses, registrations, insurance, service territories, capabilities, and other profile information complete, accurate, and current. Supplier must have accepted the Terms and this Addendum through EVlogic’s electronic acceptance process. EVlogic may require a particular Subscription Plan, verification, documentation, or electronic acknowledgment of a Success Fee Notice before providing nonpublic opportunity information or facilitating an Introduction.
EVlogic may decline to introduce, suspend, remove, or stop referring a Supplier that does not maintain an active Account in good standing or satisfy EVlogic’s then current eligibility, integrity, legal, safety, or operational requirements. Loss or closure of Account status does not eliminate Success Fees arising from an Introduction made while the Account was active or any other accrued obligation.
EVlogic provides software, information, matching, and referral functionality only. EVlogic may transmit participant supplied information, identify possible matches using stated criteria, provide communication tools, schedule meetings, and facilitate administrative exchanges. EVlogic does not undertake or offer to undertake the underlying work; solicit, negotiate, execute, or administer a participant’s contract; submit a bid for a Supplier; set a Supplier’s price; direct or supervise performance; select a Supplier for a Project Owner; or accept or disburse the Project Owner’s payment for Supplier products or services.
EVlogic is not a party to any agreement between Marketplace participants and is not a contractor, subcontractor, design professional, home improvement salesperson, procurement agent, seller, reseller, distributor, payment intermediary, escrow agent, fiduciary, guarantor, or agent of any participant. Each Project Owner and Supplier must enter into its own direct agreement, and the Project Owner must pay the Supplier directly. No participant may state or imply otherwise.
EVlogic may receive a Success Fee from Supplier for an Introduction. That separate fee does not make EVlogic a party to the Qualified Transaction, does not authorize EVlogic to negotiate or perform it, and does not constitute an endorsement, warranty, or guarantee of either participant or the transaction.
Project Owner is solely responsible for preparing and administering its opportunity and procurement process; ensuring that project information, specifications, dates, budgets, and requirements are accurate and lawfully disclosed; determining applicable public procurement, prevailing wage, labor, licensing, permitting, utility, financing, grant, incentive, domestic content, safety, environmental, and other requirements; evaluating Suppliers and bids; checking licenses, registrations, insurance, bonding, references, financial condition, exclusions, qualifications, and capacity; selecting and contracting with Suppliers; and managing performance, inspection, acceptance, payment, disputes, and remedies.
Project Owner is not required to invite, negotiate with, select, or contract with any Supplier and may cancel or modify an opportunity at any time, subject only to any direct obligation Project Owner has separately undertaken to a Supplier. Project Owner shall not use Marketplace information for an unlawful, discriminatory, collusive, deceptive, or sham procurement.
Supplier is solely responsible for deciding whether to pursue an opportunity and for independently verifying the Project Owner, project, site, scope, quantities, specifications, schedule, payment terms, creditworthiness, legal requirements, and risks before bidding or contracting. Supplier controls and is solely responsible for its bid, price, qualifications, representations, exclusions, assumptions, products, services, personnel, subcontractors, supply chain, licenses, registrations, permits, insurance, bonding, taxes, warranties, safety, code compliance, labor compliance, liens, performance, invoicing, collection, and all contractual and legal obligations to the Project Owner Group.
Supplier represents and warrants that it and each Supplier Group member will hold and maintain every license, registration, certification, permit, bond, insurance policy, and authorization required to advertise, bid, contract, sell, supply, install, perform, or receive payment for each Applicable Offering in every relevant jurisdiction. Supplier shall not bid or contract for work it is not legally authorized and qualified to perform.
In consideration for each Introduction, Supplier shall pay EVlogic a Success Fee on all Transaction Revenue from each Qualified Transaction. The applicable percentage (the "Success Fee Percentage") is the percentage stated for the Applicable Offering in Schedule 1 or, if EVlogic presents a Success Fee Notice before Supplier submits a bid, accepts or requests an Introduction, contacts or continues to pursue the introduced party, or receives material nonpublic opportunity information, the percentage in that Success Fee Notice. Supplier accepts a Success Fee Notice by electronically acknowledging it or by taking any such action after the notice is conspicuously presented and Supplier is informed that continuing constitutes acceptance. An opportunity specific Success Fee Notice controls over Schedule 1 solely for that opportunity.
A Success Fee is earned proportionately only when Transaction Revenue is received. If Transaction Revenue is received in installments, the corresponding Success Fee is earned and payable in installments.
Schedule changes apply prospectively only to Introductions first made after the effective date of the change unless Supplier separately accepts an opportunity specific Success Fee Notice. A blank percentage in Schedule 1 does not create a Success Fee for that category unless a Success Fee Notice supplies the percentage before Supplier accepts the applicable Introduction or pursues the opportunity.
A transaction is excluded only if Supplier proves with contemporaneous written records that, during the twelve months before the Introduction, Supplier was already engaged in active, direct, project specific sales or contracting discussions with the same Project Owner Group concerning the same specific project or opportunity, and Supplier gives EVlogic written notice describing and documenting that activity within five business days after the Introduction. A general customer relationship, prior unrelated work, inclusion on a vendor list, marketing contact, or knowledge of the Project Owner or market is not sufficient. If Supplier does not timely provide the required notice and records, the Introduction and resulting transaction are subject to this Addendum.
Supplier shall notify EVlogic in writing within five business days after any award, letter of intent, contract, purchase order, change order, renewal, extension, cancellation, settlement, or other event that creates, changes, or ends a Qualified Transaction. The notice must identify the Project Owner, project, agreement date, scope, contract value, payment schedule, and applicable Success Fee Percentage, and Supplier shall provide a copy of the relevant document or a reasonably detailed written summary if confidentiality restrictions prohibit providing the document.
Within five business days after each receipt of Transaction Revenue, Supplier shall deliver to EVlogic a payment report identifying the Qualified Transaction, invoice or milestone, gross amount received, receipt date, permitted exclusions, applicable percentage, and Success Fee calculation, together with reasonable supporting records. Supplier shall pay the corresponding Success Fee in United States dollars no later than fifteen calendar days after Supplier’s receipt of the applicable Transaction Revenue (NET15 from receipt). EVlogic’s failure to issue an invoice does not delay Supplier’s reporting or payment obligation.
Transaction Revenue is deemed received when funds or other value are received, credited, made available, set off, or placed under the control of any Supplier Group member or its designee. Noncash consideration is deemed received at its fair market value when transferred or made available. Supplier may not defer a Success Fee by directing payment to another person, applying a setoff, netting obligations, factoring or assigning receivables, or changing the form or timing of consideration.
Supplier authorizes EVlogic to invoice the Success Fee and, after the due date, charge any valid payment method on file for an undisputed past due Success Fee. Past due amounts, collection costs, suspension rights, Taxes, withholding gross up, and payment dispute procedures are governed by the Terms. Supplier shall pay Success Fees without setoff, counterclaim, deduction, or withholding except as required by law.
If Supplier later issues a bona fide refund, credit, or chargeback that qualifies as an exclusion from Transaction Revenue, Supplier may document the adjustment in its next payment report. After verification, EVlogic will credit the corresponding overpaid Success Fee against future Success Fees or, if no future Success Fee is expected within ninety days, refund or credit the amount at EVlogic’s election. No adjustment is allowed for warranty expense, rework, cost overruns, discounts not actually credited, bad debt, or a dispute that does not result in an actual refund or credit to the Project Owner Group.
Supplier shall maintain complete and accurate books and records sufficient to verify Introductions, Qualified Transactions, Transaction Revenue, exclusions, reports, and Success Fees for at least four years after the later of the applicable receipt or payment. Records must include relevant bids, contracts, purchase orders, change orders, invoices, receipts, payment ledgers, credit memos, and Affiliate or designee payment records.
On at least ten business days’ notice, EVlogic or an independent auditor bound by confidentiality may inspect relevant records during normal business hours no more than once in any twelve month period, except that the frequency limit does not apply after a suspected material breach or identified underpayment. Audits will be limited to information reasonably necessary to verify compliance. Supplier shall promptly pay any underpayment plus applicable interest. If an audit shows an underpayment exceeding five percent of the amount due for the audited period or one thousand dollars, whichever is less, Supplier shall also reimburse EVlogic’s reasonable audit costs.
Participants may communicate, negotiate, contract, perform, invoice, and pay off the Platform. Doing so does not avoid this Addendum. Supplier shall not, directly or indirectly, use an Affiliate, intermediary, subcontractor, reseller, distributor, joint venture, new entity, assignment, different contracting tier, scope change, transaction split, substitute agreement, delayed closing, or other arrangement to conceal or avoid a Qualified Transaction, Transaction Revenue, reporting duty, or Success Fee.
The Success Fee is agreed consideration for the Introduction and Marketplace Services, not a penalty or liquidated damages. EVlogic may recover unpaid Success Fees, interest, audit costs where applicable, and reasonable collection costs, and may seek equitable relief to prevent concealment or circumvention, subject to the dispute provisions of the Terms.
By posting, submitting, requesting, or accepting a Marketplace opportunity or Introduction, Client authorizes EVlogic to disclose Client’s relevant profile, project, contact, bid, and opportunity information to prospective or actual counterparties as reasonably necessary to provide Marketplace Services. Client shall submit only information it has the right to disclose and shall identify and limit sensitive information as appropriate. Marketplace participants may use information received through an Introduction only to evaluate, negotiate, perform, administer, or enforce the relevant opportunity or transaction and must protect Confidential Information in accordance with the Terms and any direct nondisclosure agreement between them.
Each participant shall comply with all applicable antitrust, competition, anti kickback, anti bribery, procurement integrity, sanctions, export control, privacy, licensing, advertising, labor, tax, and industry laws. Participants shall independently prepare bids and shall not exchange competitively sensitive information, coordinate bids, allocate customers or territories, submit cover bids, manipulate an opportunity, offer undisclosed kickbacks, or use Marketplace Services for an unlawful or deceptive purpose. Supplier shall clearly identify the legal entity submitting each bid and every license number, classification, qualifier, or disclosure required by law.
EVlogic may perform identity, license, insurance, sanctions, or other checks, but has no duty to do so and does not guarantee that any check is complete, current, or accurate. Information may be supplied by participants or third parties and may be incomplete, outdated, inaccurate, or misleading. Marketplace Services, participant information, Introductions, and opportunity information are provided "as is" and "as available" subject to the disclaimers and liability limitations in the Terms.
EVlogic does not guarantee that a Project Owner will request a bid, award work, contract, pay, or proceed with a project, or that a Supplier will bid, qualify, deliver, perform, remain solvent, honor warranties, or comply with law. EVlogic is not responsible for participant acts or omissions, negotiations, pricing, contract terms, delays, defects, liens, payment disputes, injuries, property damage, regulatory issues, or project outcomes. Participants must resolve their disputes directly. EVlogic may, but is not required to, facilitate communications and may suspend access while a dispute is investigated.
Without limiting Section 28 of the Terms, 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 third party claims, investigations, losses, liabilities, penalties, liens, damages, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising from or related to Client’s Marketplace activity; participant information; bid or procurement conduct; products or services; direct participant agreement; licensing, registration, advertising, insurance, bonding, labor, employment, safety, tax, lien, environmental, code, permitting, or regulatory obligations; property damage, personal injury, or death; nonpayment; warranty or performance; or breach of this Addendum. The procedures and limitations in Section 28 apply.
EVlogic may withhold an Introduction, reject or remove a listing or bid, suspend Marketplace access, or suspend or terminate an Account for failure to maintain eligibility, report or pay Success Fees, provide audit records, protect Marketplace integrity, comply with law, or comply with the Terms or this Addendum. Sections 2, 7 through 16, together with any provision that by its nature should survive, survive expiration, suspension, termination, or Account closure for so long as necessary to give them effect.
EVlogic may update this Addendum or Schedule 1 prospectively in accordance with the Terms. No update will increase the Success Fee Percentage for an Introduction already made unless Supplier separately accepts an opportunity specific Success Fee Notice. If this Addendum conflicts with the remainder of the Terms on a Marketplace matter, this Addendum controls. An accepted Success Fee Notice controls over this Addendum only as to the identified opportunity’s Success Fee Percentage and expressly stated commercial terms. All other provisions of the Terms remain in effect.
For a particular opportunity, an accepted Success Fee Notice may state a different percentage and will control for that opportunity. Each percentage applies to Transaction Revenue attributable to the corresponding Applicable Offering.
| Applicable Offering | Included Products or Services | Success Fee Percentage |
|---|---|---|
| Electrical contracting and field services | Installation, commissioning, testing, maintenance, repair, civil/site work, and related construction services | 3% |
| EPC and turnkey delivery | Engineering, procurement, construction, design build, program delivery, and turnkey project execution | 3% |
| OEM equipment and technology | Charging equipment, switchgear, transformers, energy storage, controls, networking, hardware, software, and manufacturer supplied products or services | 5% |
| Distribution and supply house products | Electrical materials, components, assemblies, equipment, logistics, warehousing, and related supply services | 2% |
| Engineering and advisory services | Design, studies, consulting, permitting, utility coordination, commissioning advisory, and other professional or technical services | 3% |
| Operations and recurring services | Operations, maintenance, monitoring, networking, software, subscriptions, support, warranties, and other recurring products or services | 5% |
| Other opportunity specific offerings | Any other product or service identified in a Success Fee Notice | 3% |
