1. DEFINITIONS

EVmatch, Inc. (hereafter referred to as "EVmatch", "we", "us", or "our") provides an online platform that connects electric vehicle charging stations hosts (hereafter referred to as "Host" or "Hosts") who create listings for electric vehicle charging stations that are made available for booking by Drivers (defined below) seeking to book charging services (collectively, the "Services"), which Services are accessible at and www.evmatch.com and any other platform through which EVmatch makes the Services available (collectively, the "Site") and via applications for mobile devices (collectively, the "Application" or "App"). The terms "Service" or "Services" refer to any services we offer, including all EVmatch mobile and web applications as well as any and all marketing channels where Collective Content may be disseminated in EVmatch’s sole discretion. The terms "You" or "Your" refer to the users of the EVmatch Service. The terms "Host" or "Hosting" refer to the act of providing Drivers with access to electric vehicle charging stations in accordance with the terms of the rental agreement as described herein. The terms "Rent" or "Renting" refer to the temporary lease of the Host’s electric vehicle charging station in accordance with the terms of the rental agreement as described herein. The terms "Station" or "Listing" refers to the electric vehicle charging station or electrical outlet rented or offered for rental by a Host. The term "Driver" refers to the electric vehicle driver who rents and uses a Host’s Station in accordance with the terms of the rental agreement as described herein. The term "Booking" refers to a confirmed transaction between Host and Driver whereby the Driver charges their electric vehicle with the Host’s Station at a designated date and time. "Member" means a person who completes EVmatch's account registration process, including, but not limited to Hosts and Drivers, as described under "Account Registration" below. "EVmatch Content" means all Content that EVmatch makes available through the Site, App or Services, including any Content licensed from a third party, but excluding Member Content. "Member Content" means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, App or Services. "Collective Content" means Member Content and EVmatch Content. "Content" means text, graphics, images, software, audio, video, information or other materials.

2. GENERAL CONDITIONS

EVmatch makes available a platform or marketplace with related technology for Drivers and Hosts to meet online and arrange for bookings of electric vehicle charging stations and electrical outlets suitable for charging electric vehicles ("Stations"). EVmatch is not an owner or operator of properties, nor is it a real estate broker. EVmatch does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties. EVmatch's responsibilities are limited to: (i) facilitating the availability of the Site, App and Services and (ii) serving as the limited agent of each Host for the purpose of accepting payments from Drivers on behalf of the Host. By using the Site, App or Services you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a member or other registered user of the Services. These Terms govern your access to and use of the Site, App, Services and Collective Content (defined below), which constitute a binding legal agreement between you and EVmatch. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Services, Site, App, or Collective Content. Unauthorized or improper use of the Services or a violation of the Terms of Services set forth herein may result in your being banned from EVmatch or other shared service business and may subject you to civil liability and/or criminal penalties.

YOU UNDERSTAND AND AGREE THAT EVMATCH IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND DRIVERS, NOR IS EVMATCH A REAL ESTATE BROKER, REAL ESTATE AGENT, INSURER, OR ESCROW AGENT. EVMATCH HAS NO CONTROL OVER THE CONDUCT OF HOSTS, DRIVERS AND OTHER USERS OF THE SITE, APP, AND SERVICES, AND DISCLAIMS ANY AND ALL LIABILITY.

THE SITE, APP, AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE BOOKING OF ELECTRIC VEHICLE CHARGING STATIONS AND ELECTRICAL OUTLETS FOR CHARGING ELECTRIC VEHICLES. EVMATCH CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTING NOR THE CONDITION, LEGALITY OR SUITABILITY OF ANY ELECTRIC VEHICLE CHARGING STATION OR ELECTRICAL OUTLET. EVMATCH IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY ARISING FROM THE CONTENT OF ANY LISTING.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APP OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, APP OR THROUGH THE SERVICES, OR BY REFERRING OTHERS, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE, APP, SERVICES, OR COLLECTIVE CONTENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APP, SERVICES, OR COLLECTIVE CONTENT. IF YOU ACCEPT OR AGREE TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS AND, IN SUCH EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY, AND ITS SUCCESSORS AND ASSIGNORS.

3. ELIGIBILITY

The Site, App and Services can be used to facilitate the listing and booking of Stations. Such Stations are included in Listings on the Site, App and Services by Hosts. You may view Listings as an unregistered visitor to the Site, App, and Services; however, if you wish to book a Station or create a Listing, you must first become a Member by registering to create an EVmatch Account (defined below). Both unregistered visitors and Members agree to be bound by all of the terms and conditions set forth herein.

The Site, App and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, App or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, App or Services you represent and warrant that you are 18 or older.

4. ACCOUNTS

4.1. ACCOUNT REGISTRATION

In order to book a Station or create a Listing on EVmatch, you must register to create an account ("EVmatch Account") and become a Member. You may register to join the Services directly via the Site or App as described in this section.

We will create your EVmatch Account and your EVmatch Account profile page for your use of the Site or App based upon the personal information you provide to us. You may not have more than one (1) active EVmatch Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. EVmatch reserves the right to suspend or terminate your EVmatch Account and your access to the Site, App and Services if you create more than one (1) EVmatch Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your EVmatch Account, whether or not you have authorized such activities or actions. You will immediately notify EVmatch of any unauthorized use of your EVmatch Account by emailing support@evmatch.com.

4.2. DRIVER INFORMATION

It is Host’s sole right to check the Driver's background, credit history and/or criminal history and refuse to rent to Driver, or terminate Driver's booking of the Host's Station, as the case may be, upon receipt of such information. EVmatch does not perform such background, criminal history or credit checks, and you hereby release and hold EVmatch harmless from any and all liability resulting from Host’s performance or failure to perform, such checks, or from Hosts actions upon receiving background information on Driver.

4.3. CHANGE OF DRIVER INFORMATION

Driver agrees to immediately notify Host of changes in Driver's email address, phone number or other information. Notice of a change of Driver’s or Host’s phone numbers may be made orally or in writing. Driver is strongly encouraged to keep Host informed of any anticipated changes that may affect the terms of charging services.

5. LISTINGS

5.1. STATION LISTINGS

As a Member, you may create Listings. To this end, you will be asked a variety of questions about the Station to be listed, including, but not limited to, the location, access information, charger type, charger make, charger model, voltage, amperage, electric utility provider, electric utility rate structure, availability of the Station and pricing. In order to be featured in Listings via the Site, App and Services, the Station must have a valid physical address. Listings will be made publicly available via the Site, App, and Services. Other Members will be able to book your Station via the Site, App and Services based upon the information provided in your Listing. You understand and agree that once a Driver requests a booking of your Station, the price for such booking may not be altered.

You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or Driver's use of, a Station in a Listing you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any Station included in a Listing you post, including, but not limited to, zoning laws and laws governing rentals of residential and other properties and (b) not conflict with the rights of third parties. Please note that EVmatch assumes no responsibility for a Host’s compliance with any applicable laws, rules and regulations.

EVmatch reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that EVmatch, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, App or Services.

You understand and agree that EVmatch does not act as an insurer or as a contracting agent for you as a Host. If a Driver requests a booking of your Station and uses your Station, any agreement you enter into with such Driver is between you and the Driver and EVmatch is not a party thereto. Notwithstanding the foregoing, EVmatch serves as the limited authorized agent of the Host for the purpose of accepting payments from Drivers on behalf of the Host and is responsible for transmitting such payments to the Host.

6. BOOKING AND FINANCIAL TERMS

6.1. HOSTS

If you are a Host and a booking is requested for your Station via the Site, App and Services, you will be required to either confirm or reject the booking as soon as possible and within 48 hours of when the booking is requested (as determined by EVmatch in its sole discretion) or the booking request will be automatically cancelled. When a Booking is requested via the Site, App and Services, we will share with you (i) the first and last name of the Driver who has requested the Booking, (ii) the start and end dates/times of the requested Booking period, (iii) the earnings you will receive if you accept and complete the Booking request, (iiii) a link to approve the Booking online in your account. If you are unable to confirm or decide to reject a booking of a Station within such 48 hour period, any amounts collected by EVmatch for the requested booking will be refunded to the applicable Driver's account.

The price displayed for each Listing is comprised of the Station Fees (defined below) and the Service Fees (defined below.) Where applicable, Taxes may be charged in addition to the Station Fees and Driver Fees. The Station Fees, the Service Fees, and applicable Taxes are collectively referred to in these Terms as the "Total Fees". The amounts due and payable by a Driver solely relating to a Host’s Station are the "Station Fees".

6.2. DRIVERS

Drivers agree to pay EVmatch for the Total Fees for any booking requested in connection with their EVmatch Account if the applicable Host confirms such requested bookings. In order to submit a Booking request to a Host, a Driver must purchase EVmatch credit though the wallet feature within the EVmatch Site, App, and Services, herein referred to as “Wallet.” Once EVmatch receives confirmation of Driver’s booking from the applicable Host, EVmatch will deduct the Total Fees in accordance with these Terms and the pricing terms set forth in the applicable Listing from the Driver’s Wallet. Please note that EVmatch cannot control any fees that may be charged to a Driver by his or her bank related to EVmatch’s collection of the Total Fees, and EVmatch disclaims all liability in this regard. If a Driver attempts to submit a Booking request in which the Total Fees exceed the balance within their Wallet, EVmatch will prompt the Drivers to purchase additional EVmatch credit before their Booking request can be submitted.

In connection with Driver’s purchased credit, Driver will be asked to provide customary billing information such as name, billing address and credit card information either to EVmatch or its third party payment processor. Driver agrees to pay EVmatch for any confirmed Bookings made in connection with their EVmatch Account in accordance with these Terms by purchasing EVmatch credit in predetermined amounts. Driver hereby authorizes the collection of such credit amounts by charging the credit card provided, either directly by EVmatch or indirectly, via a third party online payment processor or by one of the payment methods described on the Site or App. Driver also authorizes EVmatch to charge their credit card or authorized payment method in the event of damage caused at a Station as contemplated under "Damage to Station" below, if applicable. If Driver is directed to EVmatch's third party payment processor, Driver may be subject to terms and conditions governing use of that third party’s service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once Driver’s confirmed booking transaction is complete, Driver will receive a confirmation email summarizing their confirmed booking.

Driver acknowledges and agrees that Driver, and not EVmatch, will be responsible for performing the obligations of any such agreements, that EVmatch is not a party to such agreements, and that, with the exception of its payment obligations above, EVmatch disclaims all liability arising from or related to any such agreements.

6.3. DRIVER ACCESS TO STATION

The Driver may only access the Host’s Station during the date and time of the Booking. The Host is responsible for providing you with adequate access information to locate and connect with the Station. EVmatch does not guarantee the condition of the Station or the Driver’s ability to access electricity from the Station. You agree to only access and use a Host’s station during the date and time of a Booking confirmed by the Host. You will not access a station before or after a confirmed Booking unless another Booking has been confirmed for a future date and time. You agree to leave your vehicle on the Host’s property during the time of your Booking and understand that you are not allowed to stay in your vehicle or on the Host’s property during the time of your Booking. Failure to comply with this requirement may result in the cancellation of your EVmatch Account at the sole discretion of EVmatch.

6.4. HOST STATION FEE COLLECTION

Station Fees for each Booking include the Electricity Fees calculated by EVmatch and the Access Fees designated by the Host. Access Fees are designated on an hourly basis or as a percentage markup on the cost of electricity. Electricity Fees are calculated by EVmatch based on the Driver’s vehicle type and specifications, the Host’s Station type and specifications, the Host’s electric utility provider and rate structure, and the date and time of the Booking. Electricity Fees are an estimation of the cost of the electricity provided by the Host to the Driver and are not guaranteed to represent the actual cost of this electricity. EVmatch utilizes its Smart Pricing algorithm to estimate these Electricity Fees for each transaction. Hosts are responsible for reviewing the total Station Fees charged to each Driver for each Booking and approving these Station Fees before accepting a Booking. By accepting a Booking request from a Driver, a Host agrees to be paid out the specified Station Fees for that specific Booking. Hosts acknowledge that Station Fees will be stored in Host’s account and can be at any time either (1) converted into charging credit to use at other EVmatch stations, or (2) paid out to the Host via paper check or ACH transfers through Stripe, a PCI-compliant financial services company. Earnings are converted to charging credit immediately upon request. Checks will be mailed to the Host’s address specified in the Listing unless an alternative address is provided to EVmatch through emailing support@evmatch.com with a written request to change the mailing address on file. Checks will be processed and mailed within five (5) business days of when the Host requests their payout via paper check through the Site, App, and Services. EVmatch will deliver paper checks through the United States Postal Service (USPS). Payment is considered delivered upon postmark with the USPS. Hosts are responsible for contacting EVmatch at support@evmatch.com if they do not receive payment within 30 days after a Booking period is over. Hosts also acknowledge that they are responsible for registering and filing any applicable state or federal taxes. EVmatch is neither responsible nor liable for notifying, collecting or paying any such taxes. Hosts agree to never insist, ask, or insinuate to a Driver that he or she pay any or all of the Station Fees directly to Host with a check, cash, or any payment method other than by payment through EVmatch.

6.5. SERVICE AND SUBSCRIPTION FEES

EVmatch will charge a fee to Drivers based upon a percentage of applicable Station Fees, which are referred to herein as "Service Fees". The standard Service Fee charged by EVmatch is ten (10) percent of the applicable Station Fee, or a minimum Service Fee of $0.75 per charging session, whichever is higher. The Service Fees are added to the Station Fees to calculate the Total Fees. Except as otherwise provided herein, Service Fees are non-refundable.

EVmatch will deduct the Total Fees from the Driver’s EVmatch wallet at the time of booking confirmation (i.e. when the Host confirms the booking) and will credit payment of Station Fees to Host’s EVmatch payouts account within (2) business days of when the Booking occurred at the Host’s station.

Property owners or managers who list a Station located at a commercial property on the Site will be charged a monthly or annual software subscription service fee on a per port basis. Multi-family residential properties are classified as commercial properties and are required to purchase a commercial subscription in order to host their Stations through the Site. The Host will be prompted to purchase a subscription for the number of active charging ports associated with their account after adding one or multiple Stations to their account. A charging port is defined as a connector between the electric vehicle service equipment and the electric vehicle. Commercial software subscriptions will renew on a monthly or annual basis, depending on the type of subscription selected. If an additional charging port is added to a previously active subscription, the credit card for the given account will be automatically charged for the additional port using the same subscription preferences as the other ports associated with the account. EVmatch will automatically renew a subscription at time of expiration by charging the credit card on file for a given account. A commercial software subscription can be cancelled at any time directly through the Site.

If the Host chooses an end-user EV charging billing setting of $0 per hour or $0 per kWh in the EVmatch software application, the Host is subject to an increased software subscription service fee for each electric vehicle charging port in which the $0 price is applied.

6.6. IDLE FEES

Hosts listing commercial Stations on the Site have the capability of setting and collecting fees in the event that a driver overstays their reservation period and continues to occupy a parking space beyond their paid Booking time. Hosts may choose to set a ‘Grace Period’ of time in which the Driver may move their vehicle without penalty. After the set Grace Period has elapsed, the Driver will be charged idle fees according to the dollar per minute idle fee rate set by the Host.

Idle fees charged to the Driver shall not exceed $30 per Booking in total. This maximum idle fee excludes the Driver’s previously paid Station Fees and Service Fees for the Booking. If a Driver’s idle fee exceeds the balance remaining in the Driver’s EVmatch account, the Driver will be prohibited from making further reservations using the EVmatch service until sufficient credits are purchased to pay the outstanding idle fee. EVmatch reserves the right to invoice Drivers with outstanding idle fees on their account if sufficient credits are not purchased within 30 days of the idle fee being incurred.

If a Driver consistently violates the time associated with their reservations, they will be issued a warning. Multiple warnings may lead to Driver being banned from the Site, App and Services at the sole discretion of EVmatch.

6.7. CANCELLATIONS AND REFUNDS

If as a Driver, you must cancel a confirmed booking, you must do so directly within the EVmatch Site, App and Services. If, as a Driver, you wish to cancel a confirmed booking made via the Site, App and Services, 2 hours or less after the time of booking, then no penalties will occur.

If a Host needs to cancel less than 24 hours prior to the confirmed booking start date, then the Host will receive a Warning. Multiple Warnings may lead to Host being banned from the Site, App and Services at the sole discretion of EVmatch.

Any request for a refund of the Station Fees and other amounts charged to you shall be subject to EVmatch’s cancellation policy as set forth below.

If a Host cancels a confirmed booking made via the Site, App and Services, EVmatch will credit the Total Fees for such booking to the applicable Driver’s EVmatch wallet within a commercially reasonable time of the cancellation.

If a Driver cancels a confirmed booking via the Site, App, and Services, 2 hours or less after the time of booking, EVmatch will refund the Station Fees and the Service Fees for such booking to the applicable Driver within a commercially reasonable time of the cancellation. If a Driver cancels a confirmed booking via Site, App, and Services, more than 2 hours after the time of booking, the Driver will be charged a cancellation fee of the lesser of $2.00 or the cost of the Booking. If the Driver is owed a refund after deducting the cancellation fee from the Total Fees for the cancelled Booking, the amount will be credited to the Driver’s EVmatch wallet within a commercially reasonable time of the cancellation.

6.8. TAXES

You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. EVmatch cannot and does not offer Tax-related advice to any Members of the Site, App and Services. Additionally, please note that each Host is responsible for determining local indirect Taxes and for including any applicable Taxes to be collected or obligations relating to applicable Taxes in Listings.

6.9. DAMAGE TO STATION

In the event that a Driver damages a Station by improper use or neglect, EVmatch reserves the right to charge the Driver’s credit card or authorized payment method in order to reimburse Host for damages. Damage to a station includes, but is not limited it: damage to charging cord or port, damage to charging station faceplate, damage to charging station post or pedestal, damage to electrical outlet, damage to wall or building supporting charging station or outlet, and damage to electrical wires, electrical conduit, or service panels.

In the event that EVmatch is unable to obtain compensation from Driver, EVmatch reserves the right to pay Host’s loss, such amount and terms of payment to be determined in EVmatch’s sole discretion. Such payment is never obligated; rather, any reimbursement to Host shall be determined in good faith. Hosts and Drivers rate and review each other, and if a complaint is lodged, EVmatch reserves rights to terminate membership, in its sole discretion, or to furnish such information to other shared service businesses.

7. NO ENDORSEMENT

EVmatch does not endorse any Members or any Station. You are responsible for determining the suitability of others who you contact or contact you via the Site, App and Services. EVmatch will not be responsible for any damage or harm resulting from your interactions with other Members.

By using the Site, App or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from EVmatch with respect to such actions or omissions.

8. USE OF STATION AND PROHIBITED ITEMS

DRIVER AGREES NOT TO USE THE STATION FOR ANY UNLAWFUL PURPOSE. THE STATION IS TO BE USED BY DRIVER ONLY FOR CHARGING THEIR SPECIFIC VEHILCE REGISTERED ON THEIR DRIVER PROFILE WITH EVMATCH. CHARGING OF ANOTHER VEHILCE OTHER THAN THE VEHILCE REGISTERED TO A SPECIFIC BOOKING WITH EVMATCH IS EXPRESSLY PROHIBITED DURING THE TIME OF THE BOOKING. USE OF THE STATION FOR ANY PURPOSE OTHER THAN FOR LAWFUL ELECRIC VEHILCE CHARGING, SUCH AS USE OF THE STATION FOR LOITERING, DRUG USE OR SEXUAL ACTIVITY IS EXPRESSLY PROHIBITED.

Upon breach, or Host's reasonable suspicion of breach, of these terms, the Driver agrees that the Host has the right to immediately terminate the booking agreement and to ask Driver to remove their vehicle from the Host’s premises. Host shall provide reasonable notice and opportunity for Driver to cure such breach or otherwise remove their vehicle. If Driver does not remove their vehicle upon reasonable notice and opportunity to cure, the vehicle may be removed by Host and Driver shall be subject to towing and storage fees. Host may also contact Law Enforcement or other authorities to report illegal activities of Driver. Driver agrees to release, indemnify, and hold Host harmless from and against any and all liability arising from or relating to the removal or forfeiture of Driver’s vehicle, or the Driver’s breach of this provision, including any allegations or investigations relating thereto. Driver shall forfeit all Station Fees paid up until the time of termination hereunder.

Driver shall remove their vehicle from the Station at the end of a Booking. If Driver fails to remove their vehicle within fifteen (15) minutes following the end of a Booking, Host reserves the right to remove the vehicle from their property at the expense the Driver. Hosts agree to attempt to contact a Driver as reasonably appropriate before removing their vehicle from Host’s property and provide an opportunity for the Driver to remedy the situation.

9. RISK OF PERSONAL INJURY DUE TO HOST’S NEGLIGENCE

10. RULES

11. DEFAULT BY DRIVER

12. HOST'S REMEDY

13. USER CONDUCT

14. REPORTING MISCONDUCT

15. TERMINATION AND ACCOUNT CANCELLATION

We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, App and Services, and (b) deactivate or cancel your EVmatch Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event EVmatch terminates these Terms, or your access to our Site, App and Services or deactivates or cancels your EVmatch Account you will remain liable for all amounts due hereunder. You may cancel your EVmatch Account at any time via the by sending an email to support@evmatch.com. Please note that if your EVmatch Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, App and Services, including, but not limited to, any reviews or Feedback.

16. DISCLAIMERS

IF YOU CHOOSE TO USE THE SITE AND SERVICES YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT EVMATCH DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APP AND SERVICES AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EVMATCH EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EVMATCH MAKES NO WARRANTY THAT THE SITE, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY STATION WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EVMATCH MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, STATION, SERVICES, OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EVMATCH OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY HOSTS OR DRIVERS. YOU UNDERSTAND THAT EVMATCH DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO REVIEW OR VISIT ANY STATION. EVMATCH MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, DRIVERS AND HOSTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY EVMATCH. NOTWITHSTANDING EVMATCH’S APPOINTMENT AS THE LIMITED AGENT OF THE HOSTS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM DRIVERS ON BEHALF OF THE HOSTS, EVMATCH EXPLICITLY DISCLAIMS ALL LIABILITY, OF ANY KIND OR NATURE, FOR ANY ACT OR OMISSION OF ANY DRIVER OR OTHER THIRD PARTY.

17. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY STATION VIA THE SITE AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF EVMATCH WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER EVMATCH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES OR FROM YOUR LISTING OR BOOKING OF ANY STATION VIA THE SITE AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EVMATCH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE HOSTS PURSUANT TO THESE TERMS, IN NO EVENT WILL EVMATCH’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY STATION VIA THE SITE AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES AND COLLECTIVE CONTENT AND IN CONNECTION WITH ANY STATION OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE AND SERVICES AS A DRIVER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A HOST, THE AMOUNTS PAID BY EVMATCH TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EVMATCH AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. INDEMNIFICATION

19. OWNERSHIP

The Site, App, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, App, Services, and Collective Content, including all associated intellectual property rights is the exclusive property of EVmatch and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, App, Services, and Collective Content.

20. MEMBER CONTENT

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, App and Services, you hereby grant to EVmatch a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, though, or by means of the Site, App and Services. EVmatch does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, App and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, App and Services or you have all rights, licenses, consents and releases that are necessary to grant to EVmatch the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or EVmatch’s use of the Member Content (or any portion thereof) on, through or by means of the Site, App and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

21. ASSIGNMENT AND ASSUMPTION OF ENVIRONMENTAL ATTRIBUTES

The Host agrees that they own all rights, titles and interests in the Environmental Attributes associated with electric vehicle supply equipment assets listed on the EVmatch App, Site, or Services, herein referred to as Stations. The Host bargains, grants, conveys, assigns, and transfers to the EVmatch, and EVmatch hereby accepts, all of the Host’s rights and interests in and to any and all Environmental Attributes related to electric vehicle charging activity at Host Station(s) as of July 31, 2016. For purposes of this Assignment, “Environmental Attributes” means each of the following that is in effect as of July 31, 2016: (i) credits, benefits, reductions, offsets and other beneficial allowances, including, to the extent applicable and without limitation, performance based incentives or renewable portfolio standard benefits associated with any renewable electricity consumed by the Host’s Station(s), in the state in which their Station(s) are located or in other jurisdictions (collectively, “Allowances”) attributable to the ownership and/or operation of the Station(s), (ii) other Allowances howsoever named or referred to, with respect to any and all fuel, emissions, air quality, or other environmental characteristics, resulting from the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the ownership or operation of the Station(s). Host agrees that approximate latitude and longitude coordinates that are associated with the location of the Station(s) listed on the EVmatch App, Site, and Services may be shared publicly in order to prevent duplicative or double counting of a given environmental attribute in a particular environmental crediting or compliance program. These latitude and longitude coordinates will be offset relative to the precise Station address to protect privacy of the Host. Hosts who wish to opt-out of this Assignment must contact EVmatch at support@evmatch.com within thirty (30) days of creating their Listing(s) on the Site, App, and Services.

22. LINKS

The Site, App and Services may contain links to third-party websites or resources. You acknowledge and agree that EVmatch is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by EVmatch of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Some portions of the EVmatch App, Site, and Services implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google’s terms of use, located here.

23. PROPRIETARY RIGHTS NOTICES

All trademarks, service marks, logos, trade names and any other proprietary designations of EVmatch used herein are trademarks or registered trademarks of EVmatch. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

24. PRIVACY POLICY

Use of the Service is also governed by EVmatch’s Privacy Policy, the current version of which can be found here, (the "Privacy Policy"), which is incorporated herein by reference.

25. DISPUTE RESOLUTION

25.1. GENERAL

If a dispute arises between you and EVmatch, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and EVmatch agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to Customer Support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed in Section 25.2, you and EVmatch agree to seek resolution of the dispute only through arbitration of that dispute in accordance with the terms of this Section 25, and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

25.2. EXCLUSIONS FROM ARBITRATION

YOU AND EVMATCH AGREE THAT ANY CLAIM FILED BY YOU OR BY EVMATCH IN SMALL CLAIMS COURT OR BY EVMATCH RELATED TO PROTECTION OF EVMATCH’S OR ANY EVMATCH LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 25.

25.3. RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS.

IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THIS SECTION 25, YOU MUST NOTIFY EVMATCH IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO EVMATCH TERMS ADMINISTRATOR, HEATHER HOCHREIN AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR USERNAME, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH EVMATCH THROUGH ARBITRATION.

25.4. CLASS ACTION WAIVER

ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND EVMATCH SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

25.5. INITIATION OF ARBITRATION PROCEEDING; SELECTION OF ARBITRATOR

If you or EVmatch elect to resolve your dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), www.adr.org, or JAMS www.jamsadr.com. The terms of this Section 25 govern in the event they conflict with the rules of the arbitration organization selected by the parties.

25.6. ARBITRATION PROCEDURES

Because the software and/or service provided to you by EVmatch concerns interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. For claims of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures") shall apply, including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA’s Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to, and negotiated in good faith with, EVmatch as described above, and if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to EVmatch or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

25.7. LOCATION OF ARBITRATION

You or EVmatch may initiate arbitration in either San Mateo County, California, California or the county in which you reside. If you initiate arbitration in the county of your residence, EVmatch may transfer the arbitration to San Mateo County, California provided that EVmatch agrees to pay any additional fees or costs you incur as a result of the change in location, as determined by the arbitrator.

25.8. SEVERABILITY

If any clause within this Section 25 (other than the Class Action Waiver clause of Section 25.4) is found to be illegal or unenforceable, that clause will be severed from this Section 25 and the remainder of this Section 25 will be given full force and effect. If the Class Action Waiver (Section 25.4) clause is found to be illegal or unenforceable, this entire Section 25, except for this Section 25.8, will be unenforceable and the dispute will be decided by a court and IN THAT INSTANCE, YOU AND EVMATCH EACH WAIVE AND AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY, TO THE EXTENT ALLOWED BY LAW.

26. COPYRIGHT NOTICES; COMPLAINTS

It is EVmatch’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the "DMCA"). EVmatch reserves the right to terminate without notice any Member’s access to the Service if that Member is determined by EVmatch to be a "repeat infringer." In addition, EVmatch accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

27. UPDATE TO THE TERMS AND PRIVACY POLICY

Right to Update. EVmatch reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and our Privacy Policy at any time by posting the amended Terms or Privacy Policy through the Service. You may also be given additional notice, such as an email message or messaging within the Service, of any changes. You will be deemed to have accepted such changes by continuing to use the Service. Except as otherwise stated, all amended terms shall automatically be effective thirty (30) calendar days after they are initially posted. EVmatch may also revise other policies, codes or rules at any time and the new versions will be available on evmatch.com or in the Service. No amendment to the Terms or Privacy Policy shall apply to any dispute of which EVmatch had actual notice before the date of the amendment.

Seeking Consent. If EVmatch revises these Terms or its Privacy Policy and seeks your consent to be bound by such revised Terms or revised Privacy Policy and you do not agree to be bound by such revised Terms or revised Privacy Policy before using the Service again, then notwithstanding anything to the contrary, EVmatch reserves the right to terminate your Account and use of the Service.

Disagreement With Terms. If at any time you do not agree to any provision of the then-current version of our Terms, the Privacy Policy or any other EVmatch policy, rule or code of conduct relating to your use of the Service, your right to use the Service will immediately terminate, and you must immediately stop using the Service.

Conflict. To the extent these Terms or the Privacy Policy conflict with any other EVmatch terms, policy, rule, or code of conduct, the provisions of these Terms and the Privacy Policy will prevail.

28. FEEDBACK

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, App and Services ("Feedback"). You may submit Feedback by emailing us at support@evmatch.com or through the "Contact Us" section of the Site and App. You acknowledge and agree that all Feedback will be the sole and exclusive property of EVmatch and you hereby irrevocably assign to EVmatch and agree to irrevocably assign to EVmatch all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At EVmatch’s request and expense, you will execute documents and take such further acts as EVmatch may reasonably request to assist EVmatch to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

29. GOVERNING LAW

The Terms and Privacy Policy shall be governed by the laws of the State of California.