Terms of Service

NeoCharge Terms of Service

Last Updated: May 7, 2024

Welcome to NeoCharge! These Terms of Service ("Terms") govern your access to and use of the products and services (collectively, the "Services") provided by NeoCharge, Inc. ("NeoCharge", "we", "us", or "our"). By accessing or using our Services, you agree to be bound by these Terms, our Privacy Policy, and any additional terms and conditions that may apply to specific Services. If you do not agree with these Terms, you may not use the Services.

1. Definitions

1.1 "User" or "you" means the individual or entity accessing or using the Services.

1.2 "Content" means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services.

1.3 "User Content" means any Content that you provide to be made available through the Services.

1.4 "NeoCharge Content" means the Content that NeoCharge makes available through the Services, including any Content licensed from a third party, but excluding User Content.

2. Eligibility and Account Registration

2.1 You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant that you are at least 18 years old and that you have the right, authority, and capacity to enter into these Terms and to abide by all of the terms and conditions set forth herein.

2.2 You may need to register for an account to access some or all of our Services. When you register for an account, you must provide accurate and complete information and keep your account information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify NeoCharge immediately of any breach of security or unauthorized use of your account.

3. Services

3.1 NeoCharge provides a smart charging service for electric vehicle owners, which includes the NeoCharge Connect mobile application ("App"), the NeoCharge Smart Splitter device ("Device"), and related software and services (collectively, the "NeoCharge Services").

3.2 The NeoCharge Services allow you to monitor and control the charging of your electric vehicle, optimize your charging schedule based on electricity rates and other factors, and participate in incentive programs offered by NeoCharge or third parties.

3.3 To use the NeoCharge Services, you may need to connect the Device to your electric vehicle and your home's electrical system, and install the App on your mobile device. You are solely responsible for ensuring that your use of the NeoCharge Services complies with all applicable laws, regulations, and manufacturer instructions for your electric vehicle and charging equipment.

4. User Content

4.1 You retain all rights in, and are solely responsible for, the User Content you post to the Services. By posting User Content, you grant NeoCharge a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content throughout the world in any media.

4.2 You represent and warrant that: (i) you own or control all rights in and to the User Content and have the right to grant the rights granted herein; (ii) the User Content does not violate any third party rights, including intellectual property rights and privacy rights; and (iii) the User Content does not contain any harmful, misleading, or inappropriate content.

4.3 NeoCharge has the right, but not the obligation, to monitor and edit or remove any User Content for any reason, including User Content that NeoCharge believes violates these Terms or may harm the reputation of the Services.

5. NeoCharge Content

5.1 The Services and NeoCharge Content are protected by copyright, trademark, and other laws of the United States and other countries. Except as expressly provided in these Terms, NeoCharge and its licensors exclusively own all right, title, and interest in and to the Services and NeoCharge Content, including all associated intellectual property rights.

5.2 NeoCharge grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and NeoCharge Content for your personal, non-commercial use, subject to these Terms.

6. Device and App License

6.1 Subject to your compliance with these Terms, NeoCharge grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the App on your personal mobile device, and to use the Device in connection with the NeoCharge Services, solely for your personal, non-commercial use.

6.2 You may not copy, modify, distribute, sell, or lease any part of the App or Device, nor may you reverse engineer or attempt to extract the source code of the App or Device, unless laws prohibit those restrictions or you have our written permission.

7. Third-Party Services

7.1 The Services may allow you to access, use, or interact with third-party websites, apps, content, and other products and services ("Third-Party Services"). When you access Third-Party Services, you do so at your own risk. NeoCharge is not responsible for examining or evaluating the content or accuracy of any Third-Party Services, and NeoCharge does not warrant or endorse and does not assume or have any liability or responsibility for any Third-Party Services.

7.2 Your use of Third-Party Services may be subject to additional terms and conditions and privacy policies of the third-party providers. It is your responsibility to review and comply with any such additional terms and policies.

8. User Conduct

8.1 You agree not to use the Services to:

a. violate any applicable law or regulation; b. infringe the rights of any third party, including intellectual property, privacy, publicity, or contractual rights; c. engage in any harassing, threatening, intimidating, predatory, or stalking conduct; d. use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services; e. introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful; f. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services; g. use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; or h. otherwise attempt to interfere with the proper working of the Services.

9. Intellectual Property

9.1 We respect the intellectual property rights of others and expect our users to do the same. It is our policy to respond to clear notices of alleged copyright infringement that comply with applicable intellectual property law and to terminate the accounts of repeat infringers.

9.2 If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with a written notice that includes the following information:

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; b. a description of the copyrighted work that you claim has been infringed; c. a description of where the material that you claim is infringing is located on the Services; d. your address, telephone number, and email address; e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated copyright agent to receive notices of claimed infringement is: [Copyright Agent Contact Information]

10. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services ("Feedback"). You grant to NeoCharge a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, assignable, sublicensable, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display any Feedback for any purpose, without any compensation or obligation to you.

11. Disclaimer of Warranties

11.1 THE SERVICES, INCLUDING THE APP, DEVICE, AND ALL CONTENT AND FEATURES MADE AVAILABLE THROUGH THE SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEOCHARGE 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.

11.2 NEOCHARGE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEOCHARGE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

12. Limitation of Liability

12.1 NEITHER NEOCHARGE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEOCHARGE 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.

12.2 IN NO EVENT WILL NEOCHARGE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO NEOCHARGE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NEOCHARGE, AS APPLICABLE.

13. Dispute Resolution and Arbitration

13.1 Governing Law. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law provisions.

13.2 Agreement to Arbitrate. You and NeoCharge agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action").

13.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims or counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other Disputes shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing, and/or other fees and cannot obtain a waiver from JAMS, NeoCharge will pay them for you. In addition, NeoCharge will reimburse all such JAMS's filing, administrative, hearing, and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

13.4 Arbitration Location and Procedure. The arbitration will be conducted in the county where you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or NeoCharge may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and NeoCharge subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or NeoCharge, unless the arbitrator requires otherwise.

13.5 Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.

13.6 Fees. Your responsibility to pay any JAMS filing, administrative, and arbitrator fees will be solely as set forth in the JAMS Rules. However, if your claim for damages does not exceed $75,000, NeoCharge will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

13.7 Changes. Notwithstanding the provisions of the "Modification" section above, if NeoCharge changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to exec@neocharge.io) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of NeoCharge's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and NeoCharge in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

14. Indemnification

You agree to defend, indemnify, and hold NeoCharge and its officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right.

15. Modification

15.1 NeoCharge reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

15.2 By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

16. Termination

16.1 NeoCharge may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately.

16.2 Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.

16.3 Upon termination, you must cease using the Services and delete all copies of the App from your mobile devices.

16.4 NeoCharge will not have any liability whatsoever to you for any termination of your access to the Services.

17. General Terms

17.1 Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between NeoCharge and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between NeoCharge and you regarding the Services and Content.

17.2 Severability. If any provision of these Terms is held invalid or unenforceable, such provision will be deemed modified to the extent necessary to make it valid and enforceable. If it cannot be so modified, it will be deemed deleted and the remaining provisions of these Terms will remain in effect.

17.3 Waiver. The failure of either party to exercise in any respect any right provided for herein will not be deemed awaiver of any further rights hereunder.

17.4 Force Majeure. NeoCharge will not be liable for any failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond NeoCharge's reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

17.5 Assignment. These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with NeoCharge's prior written consent. NeoCharge may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

17.6 Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.

17.7 Notices. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

17.8 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

18. Contact Information

If you have any questions about these Terms or the Services, please contact NeoCharge at exec@neocharge.io or by mail at:

NeoCharge, Inc. Attn: Legal Department 75 Higuera Street, Suite 120 San Luis Obispo, CA 93401

These Terms of Service have been adapted to better suit the specific needs and offerings of NeoCharge while maintaining a comprehensive and legally sound structure. The main changes include:

1. Tailoring the definitions and terminology to align with NeoCharge's products and services, such as the NeoCharge Connect App and the NeoCharge Smart Splitter.

2. Clarifying the eligibility requirements and account registration process for users.

3. Detailing the specific services provided by NeoCharge, including smart charging, scheduling optimization, and incentive programs.

4. Adjusting the intellectual property and feedback sections to better protect NeoCharge's rights while encouraging user engagement.

5. Modifying the disclaimer of warranties and limitation of liability sections to be more specific to NeoCharge's offerings.

6. Updating the dispute resolution and arbitration section to provide a clearer and more user-friendly process for handling potential disputes.

7. Revising the indemnification, modification, and termination sections to better safeguard NeoCharge's interests.

8. Streamlining the general terms and contact information sections for improved readability and clarity.

By incorporating these changes, the Terms of Service now provide a more tailored and effective legal framework for NeoCharge and its users while maintaining the essential protections and provisions needed for a robust terms of service agreement.