Individual Accounts
Version: September 22, 2026
Effective Date: Date of acceptance
These Individual Terms of Service ("Terms") govern access to EVlogic's software platform and related services, including Marketplace Services (collectively, the "Services"). They form an agreement between EVlogic, Inc. ("EVlogic") and the individual identified in the Account ("Client"). Applicable Order Pages and separately accepted addenda form part of the agreement.
By accepting these Terms, Client agrees to them in an individual capacity, not on behalf of a company or other person. Acceptance is required before access to the Services. Purchases and use under the Account are governed by these Terms.
EVlogic provides software and referral services, not professional engineering, construction, procurement, or other regulated services, except under a separate written agreement expressly providing otherwise. Section 23 governs the use and professional review of Outputs.
| Defined Term | Meaning |
|---|---|
| "Account" | means the account created for Client to access the Services. |
| "Activation Date" | means the subscription start date shown on the Order Page or in the Services, unless EVlogic specifies another date in writing. |
| "Affiliate" | means an entity controlling, controlled by, or under common control with a party. Control means ownership of more than 50% of voting or other controlling interests, or authority to direct management. |
| "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. |
| "Beta Services" | means features, modules, APIs, integrations, or services designated as beta, pilot, preview, early access, evaluation, experimental, test, or similar. |
| "Client Data" | means information and materials submitted to the Services by or for Client, including project and site information, documents, plans, drawings, images, configurations, instructions, prompts, and inputs, excluding Usage Data and EVlogic Materials. |
| "Client Systems" | means hardware, software, networks, devices, browsers, credentials, security systems, utilities, and cloud environments used 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 and implementation materials, help content, Platform descriptions, and API and usage documentation 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 subscription, Seat, Token, overage, add-on, implementation, support, and other charges payable for the Services, including applicable Taxes and fees under a separately accepted Marketplace Supplier Partner Addendum. |
| "Free Plan" | means EVlogic's no-charge Subscription Plan, with the features and usage entitlements stated on the Order Page. |
| "Order Page" | means the online plan-selection, checkout, pricing, or subscription page, or order form, specifying Client's selected plan, Seats, prices, Token allocation, billing frequency, or other commercial terms, including the plan or token schedule presented with that selection or purchase. |
| "Output" | means a report, analysis, design scenario, estimate, recommendation, visualization, generated content, data arrangement, or other result produced by the Services using inputs, reference data, system logic, 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 an appropriately qualified engineer, architect, contractor, electrician, permitting specialist, construction manager, utility adviser, or other professional engaged by Client to review implementation decisions. |
| "Restricted Party" | means a person or entity subject to applicable sanctions, embargoes, blocked-party, denied-party, or similar trade restrictions. |
| "Seat" | means Client's individual right to access the Services under the selected 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 selected plan and its applicable Seats, Tokens, features, modules, support, and pricing. |
| "Subscription Term" | means the period of Client's active subscription, including renewals. |
| "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 usage units consumed by activities or features at the rates stated in the applicable token schedule, Documentation, or Order Page. |
| "Usage Data" | means operational and usage information, including statistics, telemetry, logs, metadata, performance and support metrics, Token consumption, Account activity, and diagnostics, excluding the substantive content of Client Data. |
| "Marketplace Supplier Partner Addendum" | means an addendum separately accepted by EVlogic and Client as a Supplier governing Supplier eligibility, Marketplace participation, fees, and related obligations. |
| "Marketplace Services" | means identification, matching, introductions, referrals, bid opportunities, and related communications between prospective Project Owners and Suppliers, whether through the Platform, email, telephone, meetings, events, messages, or other means. |
The Services support EV infrastructure planning, feasibility analysis, project design, equipment configuration, financial modeling, cost estimation, and related workflows. Available modules may include equipment selection, site planning, budgeting, compliance analysis, proposal preparation, collaboration, and Marketplace Services.
The Services may use automated rules, reference data, calculations, and AI Systems to produce Outputs. EVlogic may update the Services, but will not materially reduce the core functionality of a paid Subscription Plan during its current paid billing period, except as reasonably necessary for security, legal compliance, technical requirements, or third-party dependencies.
Marketplace Services connect project owners seeking products or services (each, a "Project Owner") with contractors, EPCs, manufacturers, distributors, supply houses, and other providers (each, a "Supplier"). Introductions, referrals, and bidding may occur on or off the Platform.
A Supplier must separately enter into a Marketplace Supplier Partner Addendum with EVlogic before receiving referrals or bid opportunities. The addendum governs supplier participation and fees; acceptance of these Terms alone does not enroll Client as a Supplier.
Client is responsible for its Client Systems, connectivity, and access security. EVlogic does not provide hardware, telecommunications, or onsite services unless separately agreed in writing.
EVlogic may match participants, share project or Supplier information, communicate opportunities, and facilitate introductions or communications on or off the Platform. Supplier participation is subject to the Marketplace Supplier Partner Addendum.
Project Owners and Suppliers contract with and pay each other directly. EVlogic is not a party to their transactions, does not solicit or negotiate the underlying construction or supply contract, and does not act as a contractor, agent, or payment intermediary.
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.
An introduction, listing, bid, or referral is not an endorsement or a guarantee of qualifications, creditworthiness, availability, performance, or project results. Each participant must conduct its own diligence and verify the other party's suitability.
No participant is required to submit or accept a bid or enter a transaction. EVlogic may decline or remove opportunities for legal, safety, compliance, or operational reasons.
Client must have legal capacity to enter these Terms and must not be a Restricted Party.
Client shall provide accurate profile and email contact information and keep it current. No payment method is required for the Free Plan. A valid payment method is required for paid purchases.
Client shall protect Account credentials and promptly notify EVlogic of unauthorized access. Client is responsible for activity under its Account, except to the extent caused by EVlogic's breach of these Terms.
EVlogic may verify registration information, decline registration, or suspend an Account for inaccurate information, suspected fraud, unlawful activity, or other grounds permitted by these Terms.
To receive Supplier referrals or bid opportunities, Client must maintain an active Account in good standing, enter into the Marketplace Supplier Partner Addendum, and satisfy applicable profile and verification requirements. This requirement applies to on-platform and off-platform referrals.
Client's license and Seat are for Client's own use. Client may not share credentials or permit another person to use the Account.
An individual Account does not provide Seats for employees, colleagues, or other users. To establish a company Account, an authorized representative must accept the Company Terms of Service for that company.
The Free Plan is an ongoing, no-charge Subscription Plan with limited features and usage. No credit card is required at signup. Current plan features and entitlements appear on the Order Page. Changes are subject to Sections 8 and 39.
Features reserved for a paid Subscription Plan require an upgrade to that plan. Purchasing Tokens does not unlock paid features.
Onboarding and demonstrations are optional. EVlogic may offer bonus Tokens for completing a walkthrough or for other promotional purposes. The amount, permitted use, and expiration, if any, will be stated when the bonus Tokens are granted.
EVlogic may send inactivity reminders and, on reasonable prior notice, close an inactive Free Plan Account with no unused Purchased Tokens. An Account with unused Purchased Tokens will not be closed solely for inactivity while those Tokens remain unused. Other suspension or termination grounds remain applicable. Client Data is handled under Section 14.
A paid subscription begins on its Activation Date after Client selects a paid plan and authorizes payment. The Order Page specifies the plan, price, billing frequency, and any initial prorated charge. Unless otherwise stated there, subscriptions are billed monthly in advance through the Payment Processor.
Paid subscriptions automatically renew for successive billing periods of the same length unless Client cancels renewal before the next period begins. Cancellation takes effect at the end of the current paid period. Fees are not refundable except as provided in these Terms, agreed in writing, or required by law.
Client may cancel renewal through the online cancellation method identified at checkout or in the Account. EVlogic will provide disclosures, confirmations, reminders, and cancellation methods required by applicable consumer law. Nothing in these Terms limits nonwaivable consumer rights.
Client may purchase Tokens, upgrade plans, and purchase other available services under these Terms and the applicable Order Page without accepting a new agreement for each purchase. Client authorizes the Payment Processor to charge the designated payment method for the selected purchases, recurring subscription Fees, and other expressly authorized charges. For recurring charges, EVlogic will obtain any separate affirmative consent required by law.
If payment fails, EVlogic may suspend paid access after giving Client at least ten days' notice to cure. Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Client shall reimburse reasonable collection costs, including attorneys' fees, to the extent permitted by law.
Fees are stated in U.S. dollars and are noncancelable and nonrefundable except as provided in these Terms, the applicable Order Page, a separate written agreement, or applicable law. Client is responsible for applicable Taxes, excluding taxes on EVlogic's net income, payroll, or property. If withholding is required, Client shall increase its payment so EVlogic receives the amount otherwise payable, to the extent permitted by law.
The Order Page identifies Client's selected plan, pricing, features, and included usage. The plan and token schedules presented when Client selects a plan or makes a purchase govern that selection or purchase. Changes affecting an existing subscription or its Token entitlements require the notice described in Section 39; subscription price increases take effect no earlier than the next renewal after that notice period, subject to applicable law.
Certain activities consume Tokens at the rates stated in the applicable token schedule, Documentation, or Order Page. Consumption may vary by activity, complexity, or computational requirements. Client should review the applicable schedule before use.
Each Subscription Plan includes the Token allocation stated on the Order Page for each applicable cycle ("Included Tokens"). Included Tokens are pooled at the Account level, expire at the end of that cycle, and do not carry over. The next cycle begins with a new allocation. This expiration rule does not apply to Purchased Tokens or bonus Tokens.
Client may purchase additional Tokens at the rates displayed at checkout ("Purchased Tokens"). Purchased Tokens do not expire with time and carry over when Client upgrades, subject to an active Account in good standing. They have no cash value, are nontransferable, and do not unlock paid features. The applicable token schedule is available at www.evlogic.ai/tokens. Changes apply prospectively and will not impose an expiration date on previously Purchased Tokens.
Client shall not evade Token accounting, manipulate consumption records, or access metered functionality without the required Tokens.
Subject to these Terms and payment of applicable Fees, EVlogic grants Client a limited, revocable as provided in these Terms, nonexclusive, nontransferable, nonsublicensable right to access the Services during the Subscription Term for Client's own projects and activities. Service bureau or third-party access requires EVlogic's written agreement.
The Services are licensed, not sold. EVlogic and its licensors reserve all rights not expressly granted.
Client shall not, directly or indirectly: (a) copy, modify, create derivative works of, or publicly display the Services or Documentation except as EVlogic permits; (b) reverse engineer or try to discover source code, algorithms, models, workflows, prompts, or architecture; (c) use the Services or Outputs to build, train, benchmark, or support a competing product or to conduct competitive analysis; (d) scrape, harvest, mirror, or extract data or Outputs at scale except through an approved API; (e) use bots or automation that exceeds intended use or burdens the Services; (f) disrupt security, performance, availability, or any related system, or introduce harmful code; (g) conduct security testing without EVlogic's written authorization; (h) bypass authentication, rate limits, Token controls, or other protections; (i) violate law or third-party rights, submit Client Data without the necessary rights, or support unlawful discrimination, surveillance, or other unlawful uses; (j) misrepresent identity, affiliation, or authority; (k) resell, sublicense, or provide access to the Services to another person except as EVlogic permits in writing; or (l) use the Services contrary to the Documentation or selected plan, or in a manner EVlogic reasonably believes creates material legal, operational, reputational, or security risk.
EVlogic may investigate suspected violations, review relevant Account records and logs, and cooperate with lawful requests from authorities.
Marketplace participants shall not submit misleading information, rig bids, collude, offer unlawful kickbacks, conduct sham transactions, engage in unlawful discriminatory procurement, misuse confidential information, or conceal transactions to evade applicable fees. Off-platform communications and transactions are permitted but remain subject to these Terms and any applicable Marketplace Supplier Partner Addendum.
API access is subject to the applicable Subscription Plan, Documentation, authentication requirements, rate limits, and usage restrictions. EVlogic may update API specifications and operational limits, subject to Sections 2 and 39.
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 API access that threatens security, stability, or compliance. Backward compatibility is not guaranteed unless expressly stated in the Documentation.
The Services may incorporate or connect to third-party hosting, AI models, payment processing, databases, equipment data, utility information, or other products and services ("Third Party Services"). EVlogic does not warrant Third Party Services unless expressly agreed in writing.
Third Party Services may be subject to separate terms and policies. EVlogic is not responsible for their acts, omissions, availability, accuracy, or changes, and their failure does not, by itself, constitute EVlogic's breach of these Terms.
Client retains ownership of Client Data and grants EVlogic and its subcontractors a worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use it as needed to provide and support the Services, comply with law, and protect legal rights. EVlogic may share project or Supplier information as authorized by Client's Marketplace activities.
Client is responsible for Client Data, including its accuracy, legality, and the rights, permissions, and consents needed for its submission and use under these Terms.
EVlogic may collect and use Usage Data to operate, secure, analyze, and improve the Services. EVlogic may also use aggregated or deidentified data that does not identify Client or confidential project information. Such analytics and data are EVlogic Materials.
Client understands that inputs may be processed to generate Outputs and improve system operation. EVlogic is not required to maintain a segregated model or optimization environment for Client, except as required by law, the Documentation, or the applicable privacy policy.
EVlogic may retain Client Data as reasonably needed to provide the Services, comply with law, resolve disputes, and enforce agreements. Client is responsible for maintaining exports and backups. EVlogic does not guarantee indefinite retention.
For thirty days after termination, Client may request an export of available Client Data, provided all undisputed Fees are paid and Client complies with these Terms. EVlogic may then delete Client Data, subject to legal retention requirements and residual backup copies. EVlogic may retain Usage Data and aggregated or deidentified data as permitted by Section 13.
EVlogic will maintain commercially reasonable administrative, technical, and organizational safeguards for Client Data, including access controls and security practices appropriate to the Services.
No system is completely secure. Client remains responsible for its endpoints, credentials, access permissions, and Client Systems.
EVlogic will provide legally required notice of a security incident affecting Client Data within the time required by applicable law.
Each party shall protect the other's Confidential Information using at least reasonable care and no less than the care it uses for its own similar information, and use it only to perform or exercise rights under these Terms.
Disclosure is limited to personnel, contractors, professional advisers, and Affiliates who need the information for those purposes and are bound by confidentiality duties at least as protective as these Terms. Each party is responsible for its recipients' compliance.
A party may disclose Confidential Information as legally required, limited to the required disclosure. Where legally permitted, it shall give advance notice and reasonably cooperate, at the disclosing party's expense, with efforts to obtain protective treatment.
These confidentiality obligations survive termination for five years and, for trade secrets, for as long as the information remains protected as a trade secret.
EVlogic and its licensors own all rights in the EVlogic Materials, including all intellectual property rights. Client shall preserve all proprietary notices.
EVlogic's proprietary structures, methods, and technology are protected by copyright, trade secret, patent, trademark, and other laws. Client shall not assert rights inconsistent with that ownership.
Client grants EVlogic a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use and commercialize suggestions, recommendations, and other feedback concerning the Services without restriction or compensation.
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.
Access to AI Systems or Outputs does not confer ownership of the underlying technology. Outputs may not be unique, and similar Outputs may be generated for 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.
A violation of this Section is a material breach and may cause irreparable harm for which EVlogic may seek injunctive relief in addition to other remedies.
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 may not access the Services as a direct competitor of EVlogic without EVlogic's written consent or enable access for competitive analysis, benchmarking, reverse engineering, procurement support for a competing solution, or product development. Access obtained by concealing identity or through a false or intermediary registration is unauthorized and a material breach.
Client may use Outputs for Client's own planning and projects, subject to these Terms and independent professional validation. Outputs may be shared in ordinary project and Marketplace activities but may not be sold as standalone products, offered as a substitute service, or otherwise distributed commercially. Sections 19 through 21 continue to apply.
EVlogic retains rights in Output structures, formats, logic, and underlying methods. This does not transfer ownership of Client Data or Client's project-specific facts to EVlogic.
EVlogic does not practice engineering, architecture, construction, contracting, brokerage, or other regulated professions and does not act as Client's engineer, contractor, procurement agent, or professional adviser.
Outputs are analytical tools based on inputs, assumptions, reference data, and automated processing. They may be incomplete, inaccurate, or outdated and may not reflect site conditions, code requirements, utility requirements, permitting, constructability, or other project constraints.
Client is responsible for all project decisions and must have appropriately qualified Professionals independently review and validate Outputs before implementation or reliance.
To the extent permitted by law, EVlogic is not responsible for project design, engineering, permitting, equipment selection, procurement, installation, construction, safety, regulatory compliance, performance, financing, or results. Client assumes the risks of its implementation decisions and use of Outputs.
Beta Services are provided for evaluation, may contain defects, and may change or be discontinued without notice. EVlogic has no support, maintenance, or availability commitment for Beta Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY, INDEMNITY, OR LIABILITY OF ANY KIND.
EVlogic will use commercially reasonable efforts to make the Services available, subject to maintenance, updates, third-party outages, and circumstances beyond its reasonable control. Uninterrupted or error-free operation is not guaranteed.
No service level or service credit applies unless separately agreed in writing. Support is provided according to the applicable Subscription Plan and EVlogic's support practices.
EVlogic may suspend access for breach, nonpayment subject to Section 7, security threats, fraud, abuse, prohibited competitive use, risk of harm, sanctions, or legal or third-party requirements.
Where practicable, EVlogic will limit suspension to the affected access and restore it after the grounds are resolved. EVlogic is not liable for a suspension permitted by these Terms, to the extent permitted by law.
Each party represents that it has authority to enter and perform these Terms. Client represents that its use of the Services and Client Data complies with applicable law and does not infringe 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 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 against third-party claims that Client's authorized use of the Services, as supplied by EVlogic, directly infringes a United States patent, copyright, or trade secret, and indemnify Client for damages finally awarded or included in a settlement approved by EVlogic. Client must promptly notify EVlogic in writing, give EVlogic sole control of the defense and settlement, and reasonably cooperate at EVlogic's expense.
This obligation excludes claims arising from Client Data; combinations with products, services, or data not supplied by EVlogic; use contrary to these Terms or Documentation; modifications not made by EVlogic; Beta Services; or continued use after EVlogic provides a noninfringing alternative.
If EVlogic reasonably anticipates an infringement claim, it may, at its expense, obtain continued use rights, modify or replace the affected Services without materially reducing core functionality, or terminate the affected Services and refund prepaid Fees for their unused paid term. THIS SECTION STATES EVLOGIC'S EXCLUSIVE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS 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 FREE PLAN OR OTHERWISE WITHOUT PAYING SUBSCRIPTION FEES, 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 use and review logs, telemetry, authentication, API activity, concurrency, Token consumption, and Marketplace records to operate and improve the Services, administer billing, verify licensed usage, enforce these Terms, and investigate abuse or security incidents.
If EVlogic reasonably suspects excess usage, credential sharing, unauthorized access or automation, Token circumvention, or other misuse, Client shall provide reasonable records and cooperation to verify compliance. Client shall promptly pay any resulting underpaid Fees, applicable interest, and audit costs recoverable under an Order Page or separate written agreement, without limiting other remedies.
Client shall comply with applicable laws governing use of the Services, including export controls, sanctions, anti-corruption, privacy, data protection, and intellectual property laws. Client represents that Client is not a Restricted Party and shall not access, use, export, reexport, release, or transfer the Services in violation of applicable restrictions.
Client shall not use the Services for prohibited end uses or in or for the benefit of a country, region, person, or entity subject to applicable prohibitions. EVlogic may suspend or terminate access if it reasonably believes this Section has been violated.
These Terms take effect upon acceptance and continue until terminated. Free Plan access begins on Account activation; paid access begins on the Activation Date and continues through the applicable Subscription Term. Plan changes do not require a new agreement.
Either party may terminate for material breach that remains uncured fourteen days after written notice reasonably describing the breach. EVlogic may terminate immediately on notice for a breach of Sections 9, 10, 11, 19, 20, 21, or 31, or if continued service would, in EVlogic's reasonable judgment, create material legal, security, or operational risk.
Client may close a Free Plan Account through available Account controls or EVlogic support. Client may cancel paid renewal as provided in Section 7, effective at the end of the current paid period unless otherwise agreed or required by law. Termination does not excuse Fees accrued before its effective date.
On termination, Client's access rights cease, Client shall stop using the Services and pay outstanding Fees, and Client Data is handled under Section 14. A separate addendum governs its own termination and surviving obligations. Provisions that by their nature should survive do so, including payment, audit, confidentiality, intellectual property, use restrictions, disclaimers, indemnification, liability limits, dispute resolution, and general provisions.
Neither party is liable for delay or failure, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, government action, utility or telecommunications failures, cyberattacks, transportation disruptions, or Third Party Service failures. The affected party shall use reasonable efforts to mitigate the effect and resume performance.
Client may not assign or transfer these Terms or delegate obligations without EVlogic's written consent. A prohibited transfer is void.
EVlogic may assign or transfer these Terms without Client's consent, including to an Affiliate or in a merger, acquisition, reorganization, asset sale, or financing transaction.
EVlogic may send notices to the email address on Client's Account. Notice of amendments under Section 39 must be sent by email; other notices may also be posted in the Services. Client may send notices to EVlogic by email to [email protected] or by mail or courier to EVlogic, Inc., Attn. Legal Department, 17631 Ventura Blvd #303, Encino, CA 91316, United States. Email notices are effective when sent unless returned as undeliverable; mailed or couriered notices are effective upon delivery; and notices posted in the Services are effective when posted.
Client shall keep the Account email address current and is responsible for notices missed because it is inaccurate or outdated.
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 the court proceedings permitted below, disputes arising from these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA"). The AAA Consumer Arbitration Rules apply where the dispute qualifies as a consumer dispute; otherwise its Commercial Arbitration Rules apply. One arbitrator will conduct the proceeding in English. Consumer hearing locations and fees are governed by the applicable AAA rules and mandatory law; other arbitrations are seated in Los Angeles County, California, unless the parties agree otherwise. A court may enter judgment on the award. A court, not the arbitrator, shall decide disputes over the formation or enforceability of this arbitration agreement.
To the extent permitted by law, disputes shall be resolved individually, not through class, consolidated, collective, representative, or private attorney general proceedings. Neither party may act as a class representative or member, and the arbitrator may not consolidate different parties' claims or conduct a class or representative proceeding.
Either party may bring an eligible individual claim in small claims court or seek injunctive or equitable relief in court for misuse of the Services, infringement or misappropriation of intellectual property, breach of confidentiality, or other harm for which damages are inadequate. Nothing in this Section waives a nonwaivable right to public injunctive relief or another remedy protected by applicable law.
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.
California law governs these Terms, without regard to conflicts rules, and the Federal Arbitration Act governs the arbitration provision. Mandatory protections of Client's place of residence remain applicable where they cannot lawfully be waived. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
EVlogic may identify Client publicly as a customer or use Client's name, likeness, or logo for marketing only with Client's consent. Neither party may issue a press release naming the other without written consent, except as required by law.
These Terms, applicable Order Pages, and addenda separately accepted by EVlogic and Client form their entire agreement for the Services and supersede all prior terms and agreements between them for the same Services, whether online, on paper, or separately signed. A separately accepted Marketplace Supplier Partner Addendum permits Client to participate as a Supplier. If documents conflict, the addendum controls its subject matter, followed by the Order Page, these Terms, and the Documentation.
EVlogic may amend these Terms by emailing Client notice of the changes and their effective date thirty days in advance. Client's continued use of the Services after that date constitutes acceptance. Where applicable law requires express consent, the change will take effect only after that consent is obtained.
If a provision is unenforceable, it will be enforced to the extent permitted and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the waiving party.
EVlogic and Client are independent contractors. These Terms create no agency, partnership, joint venture, fiduciary, employment, brokerage, construction, or procurement relationship. Neither party may bind the other. No third party has beneficiary rights except as expressly provided.
Headings do not affect interpretation. "Including" is nonexclusive. Electronic acceptance has the same effect as a handwritten signature.
