Company reserves the right to refuse access to use the Services offered at the Website to new Users or to terminate access granted to existing Users at any time without according any reasons for doing so.
Any services or products that are subject to the terms of a separate agreement, as well as certain specific terms or agreements that may apply to the use or sale of services or products provided to You, but transacted via this website will be accompanied by the applicable Service Agreements or Sales Agreements as the case may be in appropriate forms. These forms include but are not limited to physical copies, notices, hyperlinks, associated announcements, electronic communications such as email or other forms deemed fit by the Company in accordance with the laws of the land.
Company does not charge any fee for browsing the Website/forum. Company reserves the right to change its Fee Policy from time to time. In particular, the Company may at its sole discretion introduce new services and modify some or all of the existing services offered on the Website. In such an event Company reserves the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the Fee Policy shall be posted on the Website and such changes shall automatically become effective immediately after they are posted on the Website. Unless otherwise stated, all fees shall be quoted in Indian Rupees.
Company grants you limited rights to access and make personal use of this Website/Applications/Forum, but not to download (other than page caching) or modify it, or any portion of it. These rights do not include any commercial use of this Website/Applications/Forum or its contents; any collection and use of any content, descriptions, or prices; any derivative use of this Website/Applications/Forum or its contents; any downloading or copying of account information for the benefit of a third-party; or any use of data mining, robots, or similar data gathering and extraction tools.
This Website/Applications/Forum or any portion of this Website/Applications/Forum (including but not limited to any copyrighted material, trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold, resold, visited, distributed or otherwise exploited for any commercial purpose, without the explicit, written, prior permission of the Company.
You must not use the Website/Applications/Forum in any way that causes, or is likely to cause, the Website/Applications/Forum or access to it to be interrupted, damaged or impaired in any way or impacts/impairs or damages the use of or access to the Website/forum/applications by any other user, or the ability of the Company to deliver the necessary services or products to other users.
You may not disguise the origin of information flowing through the website/forum/applications, place false or misleading information on the website/forum/applications.
Our Website/forum/application prohibits the use of language that is racist, hateful, sexual or obscene in nature in any form whatsoever. The Company reserves the right to temporarily or permanently suspend access to the Website/forum/application in the event of a breach of the above condition.
Inbound Links. Linking to any page of the Web Site other than to https//:exponent.energy through a plain text link is strictly prohibited in the absence of a separate linkage agreement with Exponent or any other suitable written, prior permission. Any website or other devices that link to https//:exponent.energy or any page available therein is prohibited from replicating Content,using a browser or border environment around the Content,implying in any fashion that Exponent or any of its affiliates endorse it or its products, misrepresenting any state of facts, including its relationship with Exponent or any of the Exponent affiliates,presenting false information about Exponent products or services, andusing any logo or mark of Exponent or any of its affiliates, without express written permission from Exponent
We expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or the content (including product information and/or specifications) on the website or on any third party links that the website might be referring to. While we have taken precautions to avoid inaccuracies in content, this Website/Applications/Forum, all content, information, software, products, services and related graphics are provided as is, without warranty of any kind.You hereby expressly release Company and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the vendors and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
1.1 Capitalised terms not defined herein shall have the meaning ascribed to them in the Master Agreement (“Agreement”) executed between the Parties.
1.2 Reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the Execution Date) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions.
1.3 Words denoting the singular shall include the plural and words denoting any gender shall include all genders. The words “include” and "including” are to be construed without limitation.
1.4 Any reference to “writing” shall include printing, typing, lithography, or transmissions by facsimile and other means of reproducing words in visible form, with the specific exclusion of electronic mail and text messages sent via mobile phones.
1.5 The words “include” and “including” are to be construed without limitation.
1.6 No provisions shall be interpreted in Favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.
2. Intellectual Property Rights:
2.1 All products parts, processes, applications, software, technology, works of authorship, inventions, notes, manuals, data and documentation (if any), in relation to the Charging Station, together with all right, title and interest, including any Intellectual Property Rights therein, and other tangible or intangible work product and materials will be the exclusive property of the 1stParty. 2.2 The 2nd Party hereby acknowledges that all Intellectual Property Rights in the Charging Station shall belong solely and absolutely to the 1st Party. The 2nd Party shall not have any legal claim on it and may not use/distribute/reverse engineer/commercially exploit or otherwise cause such Intellectual Property to fall in public domain knowingly or unknowingly, either directly or indirectly.
2.3 The 1st Party shall grant to the 2ndParty a non-exclusive, royalty free and revocable license to use its Intellectual Property in the Charging Station for any lawful and commercial purpose as contemplated and intended under this Agreement. The 2ndParty shall use the 1st Party’s Intellectual Property Rights only as set forth in this Agreement and solely in order to perform it obligations under the Agreement and shall use the same subject to and in accordance with the prior permission and instructions of 1st Party issued for this purpose. Except as set forth herein, the 2nd Party shall not use the1st Party’s Intellectual Property as part of its own trademarks, service marks or trade names.
2.4 At the request and expense of the 1st Party, the 2nd Party will sign such documents and do such things reasonably necessary in the opinion of the 1st Party to enable the 1stParty to obtain, defend and enforce its Intellectual Property Rights in the Charging Station.
2.5 All pre-existing Intellectual Property Rights shall continue to vest with the owner of such Intellectual Property Rights. For the purposes of the Agreement and these Additional Terms, “Intellectual Property Rights” or “Intellectual Property” means any and all trademarks and services marks, copyrights, design rights, moral rights, patents, patent applications trade secrets, technical know-how, performance rights, database rights, Internet, wireless access points and other new media rights, names, logos and codes, publicity rights, and any and all other intellectual property and proprietary rights of any nature whatsoever that subsist, or may subsist, whether registered/capable of registration or not, in relation to the Charging Station or a part thereof, which exist, or may exist, in any jurisdiction.
3. Confidential Information:
3.1 Except with the prior written permission of the 1stParty, the 2nd Party shall not:
3.1.1 Disclose the Confidential Information to any other person;
3.1.2 Make copies of the Confidential Information;
3.1.3 Disclose to any other person the details of this Agreement and the engagement agreed or proposed between the Parties;
3.1.4 Reproduce, reverse engineer, copy, view, tamper corrupt, access or use the software containing Confidential Information;
3.1.5 Any reproduction of Confidential Information shall contain all confidential or proprietary legends that appear on the original. The 2nd Party shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of 1stParty’s Confidential Information;
3.1.6 The 2nd Party will promptly upon discovery notify 1st Party in writing in the event of any loss or unauthorized disclosure of Confidential Information.
3.1.7 The 2ndParty agrees to hold the 1st Party's Confidential Information instruct confidence and to use it only for business purposes (“Purpose”). The 2nd Party agrees to limit the disclosure to those officers, directors, employees and contractors having a need-to- know only for the Purpose and having similar confidentiality obligations imposed upon them; and
3.2 The 1st Party’s Confidential Information (including any Confidential Information approved for release in writing by the1st Party), intellectual property and other proprietary rights and licenses shall remain the exclusive property of the 1st Party. For the purposes the Agreement and these Additional Terms, “Confidential Information” means any information disclosed by the 1st Party to the 2nd Party in any form, including but not limited to, prototypes, of information, charts, designs, parts, components, data, business plans, proposals, pitchbooks, research, discoveries, flow charts, reports, ideas, know-how, drawings, technical/financial/operational/business information, trade secrets, customer and supplier lists, computer programs, software, contracts, blue prints, specifications, operating techniques, processes, models, test results, drawings, designs, CAD data, algorithms, firmware, specifications and other details pertaining to motor, motor controller, gearbox, DC-DC converter, charger, battery pack, thermal management systems, rapid charging, contactors, connectors, wiring harness and either components of electric vehicles or charging infrastructures developed, and all derivatives and intellectual property therein. Confidential Information excludes information that (a) was in the public domain prior to the time of disclosure or becomes publicly known without any fault of 2nd Party, or (b) was disclosed by a third person to the 2nd Party without restriction as to use or disclosure, (c) was independently developed by the 2nd Party without the use of or reference to the Confidential Information as evidenced by the 2nd Party's contemporaneous written records, or(d) information that is required to be disclosed to a statutory/regulatory/governmental authority under Applicable Law.
4.1 The Parties agree that the relationship between the Parties is that of principal and principal only. Nothing contained in the Agreement and these Additional Terms shall be construed or interpreted as constituting an agency, a partnership or employer-employee relation between the Parties.
4.2 All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in the name clause of the Agreement (either Party may change their respective address or service by giving notice of the change to the other Party). Any such notice may be delivered personally, by commercial overnight courier, facsimile transmission or email.
4.3 Neither Party shall assign or otherwise transfer the Agreement or Additional Terms or any of its rights and obligations hereunder whether in whole or in part, without prior mutual agreement between the Parties.
4.4 Failure or delay by either Party to enforce any provision of the Agreement or Additional Terms shall not be deemed a waiver of future enforcement of that or any other provision.
4.5 The provisions contained in each clause and sub-clause of the Agreement and Additional Terms, shall be enforceable independently of each of the others and if a provision of this Agreement is, or becomes, illegal, invalid or deemed unenforceable by any court or administrative body of competent jurisdiction it shall not affect the legality, validity or enforceability of any other provisions of this Agreement. If any of these provisions is so held to be illegal, invalid or unenforceable, but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it legal, valid or enforceable.
5. Jurisdiction and Dispute Resolution:
5.1 The Agreement and Additional Terms shall, in all respects, be governed by and construed in accordance with the laws of India.
5.2 Any dispute arising between the Parties out of or in connection with the terms and conditions of the Agreement and Additional Terms shall first be resolved by mutual discussion.
5.3 In the event the Parties fail to reach an amicable solution within a period of 60 (sixty) days, such dispute shall be referred to arbitration by a sole arbitrator, to be appointed with the consent of both Parties. The arbitration proceedings shall be in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration proceedings shall be Bengaluru, Karnataka. The language to be used in the arbitration proceedings shall be English.
5.4 The Parties hereby agree that the Courts in Bengaluru, Karnataka shall have exclusive jurisdiction.
Battery Software End-User License Agreement
This is a Battery Software end user license agreement (“EULA”) between You and Exponent Energy Private Limited, “Licensor”) in relation to the licensing of the software that runs on the Battery Management System (hereinafter referred to as the “Licensed Application”) to You. You agree to be bound by the terms and conditions set forth in this EULA. If You do not agree to the terms and conditions set forth in this EULA, then You should not use the Licensed Application. By using the Licensed Application and/or the corresponding e^pack (defined below) and/or the corresponding e^pack enabled vehicle, you shall be deemed to have read, understood and accepted to be bound by this EULA.
1. Limited License to use the Licensed Application: Subject to payment of applicable fees (if any) by You, the Licensor grants You a royalty-free, non-exclusive, limited, non-transferable, revocable, and non-sublicensable license to use the Licensed Application for accessing the Data (defined below) generated from the Licensed Application, in accordance with the terms of this EULA. It is clarified that in the event the e^pack or e^pack enabled vehicle is sold/leased out by You to any end-user, then such end-user to whom the e^pack or e^pack enabled vehicle has been sold/leased out to, shall be bound by the terms of this EULA. It is further clarified that You will be solely responsible to ensure that such end-user is made aware of the existence and exact terms of this EULA.
2. Limitations: You shall not access, copy, distribute, reverse engineer, reproduce, decompile, disassemble, discover, modify, or create derivative works of the source code, object code, or underlying design/structure, ideas or algorithms of the Licensed Application, whether in whole or in part, including any corrections, enhancements, updates, modifications, customizations, versions, or translations thereto. Except as expressly permitted under this EULA, you cannot distribute the Licensed Application or otherwise use it for commercial use.
3. Restrictions on the use of the Licensed Application:
3.1. You shall not, and shall not permit any third party to, access, distribute, time-share, lend, loan or use the Licensed Application, except as expressly permitted by this EULA.
3.2. You shall not sell, rent, lease, copy, transfer, or assign any part of the Licensed Application to any third-party.
3.3. You shall not use the Licensed Application in order to build a competitive battery or product.
3.4. You shall not copy, download or republish any part of the Licensed Application in any form or by any means, except as expressly stated herein.
3.5. You shall not use, or encourage, promote, facilitate or instruct other end-users to use, the Licensed Application for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive.
3.6. You agree not to use the Licensed Application in order to: (i) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a system or a device or data; or (ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Licensed Application.
3.7. You shall not sell or sub-license any Data (defined below) generated from the Licensed Application.
3.8. You shall not impact or attempt to impact the efficiency of the Licensed Application in any form or method, including the addition or insertion of any hardware to the corresponding e^pack(s) (defined below).
3.9. You shall not circumvent any copyright protection technology that may be included in the Licensed Application, including features that automatically disable or limit the use of the Licensed Application upon expiration of the license.
4. Data Sharing:
4.1. You agree and acknowledge that the Licensed Application will generate data from the e^pack ("Data”). For the purposes of this EULA, “e^pack(s)” refer to those batteries developed by Exponent, that are either (a) sold to You, or (b) form a part of the e^pack enabled vehicles which are sold/leased out to You.
4.2. Exponent shall unconditionally own all the Data and other information (if any) generated from the Licensed Application, in and to the e^pack. You shall only be permitted to use the Data generated from the Licensed Application that is necessary for using the e^pack enabled vehicle and/or the e^pack.
5. Data provided on the Licensed Application: You represent and warrant that (a) you are authorized to use the Licensed Application and such generated Data, (b) You are not prohibited to use the Licensed Application by virtue of any contract, agreement, arrangement, understanding, covenant, order, judgment or decree to which or by which You a rebound, (c) You are solely responsible to ensure that your use of the Licensed Application does not violate any applicable central, state, local, or other law, and (d) You are solely responsible to ensure that all applicable laws in relation to the collection, usage, processing and disclosure of such Data has been complied with.
6. Use of Data: You are advised to use the Licensed Application only from a secure environment. Any generated Data from the Licensed Application, if shared by You, shall be at your risk.
7. Intellectual Property Rights:
7.1. All copyright, trademark, patent, design, technical know-how and other intellectual property rights to the Licensed Application, including corrections, enhancements, updates, modifications, customizations, versions, translations orany derivatives thereto, are the sole and absolute property of the Licensor. Your usage of the Licensed Application does not transfer any rights to the Licensed Application, except for the limited license to use the same for accessing Data.
7.2. The Licensor reserves all rights, title and interest in and to the Licensed Application and any of its solutions, analytical applications and/or products.
7.3. The Licensed Application, including, but not limited to its text, graphics, logos, along with the button icons, images, scripts and service names (if any) constitute trademarks/trade dress of the Licensor. The trademarks and trade dress of the Licensor shall not be used in connection with any product or service that is not affiliated with the Licensor or in any manner that is likely to cause confusion among end-users or potential users or dilute the rights of or disparage or discredit the Licensor.
7.4. The Licensor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Licensed Application any improvements, suggestions, enhancement requests, recommendations or other feedback provided by You relating to the Licensed Application.
8. Limitation and Disclaimer of Warranty:
8.1. You agree and acknowledge that You assume full responsibility for your use of the Licensed Application.
8.2. The Licensed Application is being provided on an “as-is” basis without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose.
8.3. Recognizing the risks outlined herein, both parties understand and agree that, to the fullest extent permitted by applicable law, neither party or its affiliates or their respective employees, partners, directors, trustees or shareholders shall be liable to the other party for any indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability or any other theory(even if such party had been advised of the possibility of such damages), in relation to this EULA.
8.4. In particular, the operation of the Licensed Application may be interrupted due to maintenance updates, or system or network failures (if any). However, if Licensor is notified of any interruption or errors in functioning of the Licensed Application, Licensor shall on a best-efforts basis cure such interruption or functional errors, wherever possible.
9. Confidentiality: The Licensed Application contain information, ideas, data structures, data base models, concepts, designs, methods and processes that constitute the business and trade secrets of Exponent. You shall (a) keep such Licensed Application and information confidential and treat the Licensed Application with the same diligence and confidentiality as your own business and trade secrets, (b) use the Licensed Application as set out in the EULA, and (c) not grant full or partial access to third parties in any way or form or publish the Licensed Application, unless having been given prior written authorization to do so by Exponent. You shall ensure, through appropriate instructions, agreements and other suitable precautions, that all end users of the corresponding e^pack or e^pack enabled vehicle, comply with the obligations set out herein. The obligation of confidentiality shall remain in effect for as long as Exponent has a legitimate interest in the Licensed Application and even after the contractual relationship between the parties has terminated.
10.1. You agree to indemnify, defend and hold harmless the Licensor, and its affiliates, and their respective officers, partners, directors, employees and representatives, from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney's fees and related costs, due to or arising out of your failure to comply with this EULA or if any of the representations/warranties/covenants under this EULA are untrue, any fraud or misrepresentation, and/or non-compliance with applicable law. Exponent reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, and in such case, you agree to fully cooperate with such defence and in asserting any available defences.
10.2. The Licensor agreed to indemnify, defend and hold You harmless from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney's fees and related costs, due to or arising out of the Licensor’s failure to comply with its obligations under this EULA. You reserve the right, at your own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Licensor, and in such case, Licensor agrees to fully cooperate with such defence and in asserting any available defences.
11.1. Where either party has breached this EULA (“breaching party”), such breaching party shall promptly notify the said breach to the other party. Where the breaching party has breached this EULA without knowledge of the same, the other party will notify the said breach to the breaching party. The other party may terminate this EULA if such breaching party does not cure the notified breach of this EULA within 15 (fifteen) days of notification of such breach, as notified by the breaching party.
11.2. The terms of this EULA shall remain operative and applicable on both parties, with respect to a specific e^pack, till such time such e^pack is in use, as permitted by Exponent.
11.3. Except for those e^packs already purchased by You, either party may terminate this EULA by providing the other party written notice of 15 (fifteen) days and thereafter You shall be prohibited from using the e^pack, to which such EULA termination relates. The Licensor reserves theright to unilaterally modify, discontinue or withdraw the Licensed Application in whole or in part, with notice to You.
11.4. The provisions which are by their nature, intended to survive the expiry or termination of this EULA, shall survive the termination of this EULA, including all provisions regarding ownership of intellectual property, indemnification, confidentiality, disclaimer of warranties and limitations of liability, and the provisions of this section.
11.5. The termination or expiration of the EULA will not limit any of either party's rights or remedies under this EULA or under applicable law.
12. Changes to the EULA: Licensor reserves the right to make changes to the EULA at any time on mutually acceptable terms, and will duly discuss such changes with You.
13. Severability: If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be
deemed to be superseded by a valid, enforceable provision that most closelymatches the intent of the original provision and the remainder of the EULAshall continue in effect.
14. Governing Law and Dispute Resolution: This EULA shallbe governed by and constructed in accordance with the laws of India, withoutreference to conflict of laws principles. The courts in Bengaluru, India shallhave the exclusive jurisdiction to determine any disputes arising in relationto, or under this EULA.
15. Third Party Service or Content: Third parties are solely responsible for any third-party service or content hosted in and along with the Licensed Application. To that extent, Exponent disclaims any warranty with regard to such third-party service or content, including the availability of such services and content in the country where You are located.
16. Support and Upgrades:
16.1. Principle: Your rights to access and benefit from any upgrades and support related to the Licensed Application is depending upon the type of license afforded to You. Your access to such upgrades and support maybe: (a) included in the license; (b) absent by default from the license, in which case access to upgrades and support may be specifically subscribed for a specific Licensed Application, providing payment of the applicable fees; or (c) included in the license for a limited term only when specified, in which case it can be renewed as a specific Licensed Application by paying the applicable fees, if any.
16.2. Upgrades: Exponent may provide upgrades to the Licensed Application, including modification or discontinuation of certain functionalities of the Licensed Application, at its sole discretion, upon the following terms and conditions: (a) You may continue to use the previous version of the Licensed Application together with such upgrade provided that both are used within the same e^pack or e^pack enabled vehicle, as the case may be, subject to the compliance of such EULA terms of the previous version of the Licensed Application; (b) Subject to the type of license afforded to You, You may refuse to accept an upgrade, it being specified however that (i) certain functionalities of the Licensed Application may be restricted and (ii) Exponent shall have no further obligation to provide support on any previous versions of the Licensed Application, but may at its sole discretion provide limited assistance; (c) Unless Exponent provides other applicable terms and conditions specific to the use of such upgrade, the terms and conditions of the EULA shall continue to apply. If amended terms and conditions of the license are provided with such upgrade, such new terms and conditions shall apply upon the use of the upgraded Licensed Application. If no amended terms and conditions of the license are provided, this EULA shall continue to apply.
16.3. Exponent shall have no further obligation to provide assistance, upgrades and/or support on the Licensed Application when this EULA has been terminated, unless the parties agree otherwise.