Effective: August 15, 2024
Thank you for using Chargetrip!
These Terms of Use (“Terms”) apply to your use of chargetrip.com, the Chargetrip Dashboard, the Chargetrip API, and Chargetrip’s other services for businesses and individuals, along with any associated software applications, technology, and websites (“Services”). You form a contract with us when you confirm that you accept these Terms or when you otherwise use our Services. When you use our services or place an order for services, we rely on the fact that you are authorized to do so.
Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read.
1. Who we are
Chargetrip is an e-mobility service company. Our mission is to accelerate the advent of sustainable transportation. For more information about Chargetrip, please visit our about page. Our Services are provided to you by:
Chargetrip BV, a company incorporated in the Netherlands with its registered office at Lijnbaansgracht 57, 1015 GS, The Netherlands, and company number 65426959, if you are resident in the EEA, Switzerland or any other country than the US, Mexico or Canada.
Chargetrip, INC., a Delaware company with its registered office at 169 Madison Ave STE 11865, New York, NY 10016, United States and company number EIN 35-2690988, if you are resident in the US, Canada or Mexico
2. Applicability
These Terms of Service apply to:
(a) the online registration form; and
(b) any access to or usage of a Chargetrip Website; and
(c) any order; purchase; or otherwise obtaining access to the Chargetrip Platform, including the Customer Dashboard, and related Services by Chargetrip; and
(d) any form of usage of the Chargetrip Platform and related services; and
(e) any payment of a Chargetrip Platform and related services; and
(f) the set-up and use of your Account.
By undertaking any of the actions (a) up to and including (f) you enter into an Agreement with Chargetrip that is governed by these Terms of Service (“Dashboard Agreement” or “the Agreement”).
If you are a legal entity located in Canada, Mexico or the United States, the Dashboard Agreement is entered into with Chargetrip Inc. If you are a legal entity that is located outside of these areas, then the Dashboard Agreement is entered into with Chargetrip B.V. (hereinafter each Chargetrip entity referred to as “Chargetrip” or “us”). Currencies and applicable taxes will differ depending on the jurisdiction of the specific Chargetrip entity, see the pricing page on our website for details.
If you already entered into another, written, agreement with Chargetrip, eg. the Enterprise Agreement, but you also concluded a Dashboard Agreement by accessing the Chargetrip Platform, the terms of the separate written agreement shall apply. The terms of the Enterprise Agreement will take precedence over any conflicting arrangement in the Dashboard Agreement. For the avoidance of doubt, after termination or expiry of such written agreement, the terms and conditions of the Dashboard Agreement shall continue to apply to your use of the Chargetrip Platform.
3. Your Account
In order to use the Chargetrip Platform, you must register for or authenticate into a Chargetrip account. When you use our application program interface (API), each request to our API must include one of your account's unique Project ID and one of your account’s App ID.
By completing the online registration form and clicking the “I AGREE” button (or equivalent), you thereby agree on behalf of the entity as indicated in the online registration form that any access and use we grant you, shall be subject to the Agreement, including these Terms of Service. You acknowledge and agree that your submission of the online registration form and acceptance of these Terms of Service are deemed to be an offer by you and shall not bind us until we accept your online registration form. Our delivery of an access code to the Chargetrip platform shall constitute such acceptance. We are entitled to reject any online registration form at our sole and absolute discretion.
4. Definitions and Interpretations
In these Terms of Services, the following terms shall have the following meaning. The singular shall also include the plural and vice versa.
Agreement - means the Dashboard Agreement governed by the most recent version of these terms of service, for the supply of the Chargetrip Platform and related services to you.
Chargetrip API - means the Chargetrip graphQL Application Programming Interface (including sandboxed versions of the Chargetrip graphQL API) that exposes the Chargetrip routing-engine, the Chargetrip charge station database, the Chargetrip Vehicle database, and any future services added to the Chargetrip API. All elements of the Chargetrip API are detailed in the Developer Documentation.
Chargetrip Website(s) – means any of the following websites: www.chargetrip.com, www.evalo.com
Customer Dashboard – means the user interface dedicated to you and your use of the Chargetrip Platform and including your workspace(s) and configurations.
Confidential Information – means any and all information and documentation - including but not limited to - any reports, drawings, specifications, forecasts, formulas, customer lists, your Data, documents, software in object code and source code, intellectual property rights (“IPR”), know-how, business processes, methodologies, tools, financial data, statistical information, staff and other information that is marked ‘confidential’, ‘secret’ or wording of similar nature, disclosed by one Party in whatever form to the other Party. Confidential Information does not include information which: was part of the public domain before disclosure; enters the public domain after disclosure except where such entry is the result of breach by the other Party of the confidentiality clauses; or is disclosed to the other Party by a third party having a lawful right to do so.
Developer Documentation – means services descriptions, user manuals, release notes, installation guides, privacy policies and any other documentation provided by Chargetrip to you and/or End User in connection with this Agreement or made accessible by Chargetrip to you via https://developers.chargetrip.com/.
End User – means the legal entity or individual that is authorized by you to use the Platform and (but not exclusively) who has been supplied a user identification and password for authentication purposes. End Users can also be employed or contracted by you, to which access to and right to use the Platform has been extended, as permitted under this Agreement.
Errors – means an error, anomaly, or defect in the Platform to the extent that it can be reproduced and it causes the Platform to materially deviate from the Developer Documentation.
Fees – means the fees payable, if applicable, as per the terms of your Plan.
Intellectual Property Rights – or “IPR’’ means patents, utility models, rights to inventions, trademarks, trade names, copyrights (including rights in computer software), designs, database rights, rights in know-how, in each case whether registered or unregistered and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, in relation to the Platform and any accompanying documentation.
Open Source Software – any license terms which conform with the definition published by the Open Source Initiative from time to time as set out under the following link: http://www.opensource.org/osd.html.
Party – Chargetrip and the legal entity that enters into the Dashboard Agreement, including employees, affiliates, subcontractors, agents and other representatives.
Plan – means for the purpose of these Terms of Service, the selected option with the related Chargetrip features, i.e. Lite, Standard. The Enterprise Plan is governed by the Enterprise Agreement.
Platform – means collectively the functionalities of Chargetrip’s online software application made available by Chargetrip to you as a “Software as a Service” for smart navigation for electric mobility as detailed in the Developer Documentation, including the Chargetrip API.
Terms of Use – means terms and conditions describing the limitations for the use of the Platform by End Users prepared by you based on the provisions of this Agreement.
Terms of Service – means these terms of service, including any amendments and additions to it.
Your Data – means the data and information related to your use and your End Users’ use of the Platform, including but not limited to unique identifiers, associated IP addresses, version number of the APIs used, and information on which tools and/or services of the Platform are being used and how they are being used by you and End User.
5. Your rights
Subject to these Terms of Service and, where applicable, in return for you paying the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for the purpose of integrating Chargetrip’s services into products built for electric mobility. The right granted includes access and the right to use:
(a) the Platform including the Customer Dashboard (UI); and
(b) the Developer Documentation.
6. Your responsibilities
You shall:
(a) not sell, (sub)license, transfer, resell, distribute, rent or lease the access to and right to use the Platform to other parties; and
(b) immediately notify us (security@chargetrip.com) if you suspect or experience (i) any unauthorized access to or use of the Platform, (ii) an Error or any other outage or technical problem of the Platform, or (iii) any compromised access password to the Platform; and
(c) comply with all applicable laws and regulations to the access and use of the Platform, including but not limited to any applicable im-/export control laws and regulations, EU and/or US as the case may be; and
(d) be responsible for your own systems and any telecommunications facilities, including the internet, that you use for the Platform; and
(e) not act in a malicious, illegal or unauthorized way in relation to the Platform. This includes, but is not limited to the scraping of Platform databases, reverse engineering of the Platform, circumventing any technical protection measure, attempting to get access to any source code of the Platform; and
(f) not use the Platform and any rights granted under this Agreement in any manner that could damage, disable, overburden or impair the Platform or us or interfere with any other party’s use and enjoyment of the Platform; and
(g) not use the Platform, any content delivered by Platform or any derivatives thereof for anything other then Chargetrip’s intended purpose, eg. its amongst others not intended for avoidance of traffic laws or the selection or avoidance of potential locations for the installation speed cameras, speed traps or other speed tracking devices; and
(h) not modify, copy, or create derivative works based on the Platform or any part, feature, function or user interface thereof, as far as permitted by law; and
(i) not cache any of the results from the use of the Platform or our services; and
(j) not use the Platform or allow Users to do so, in such a way that the limits set for the free Plan are bypassed. For example, it is not allowed to rotate x-clients-ids from multiple workspaces or User accounts to that effect.
7. Our responsibilities
We will use commercially reasonable efforts to make the Chargetrip Platform available 24 hours a day, 7 days a week, except for:
(a) Emergency Downtime, i.e. unplanned temporary downtime due to a security issue or other vulnerability that we deem to require prompt remediation;
(b) planned downtime, i.e. downtime with reasonable advance notice via the Website of at least 24 hours
(c) any unavailability caused by circumstances beyond our reasonable control;
(d) any downtime caused by our suppliers in connection with the Platform and/or the delivery of our services;
(e) a suspension of our services as a result of a breach by you of any of your obligations under this Agreement or any related agreement with us, including but not limited to payment obligations; and
(f) unavailability that is otherwise due to your actions.
Under https://status.chargetrip.com/ you will find the history of our reliability. Chargetrip is available for support questions via the chatbox on the Website or via support@chargetrip.com.
If you appreciate extended service levels, including an uptime guarantee, please consider becoming an Enterprise customer and contact our Sales Team. More information can be found on our Website.
8. Your data
All (rights to) Your Data are and remain your sole property.
We are entitled to examine Your Data on an aggregated basis to improve the Platform, product development, compliance/enforcement, marketing purposes and to maintain anonymized data concerning End User's use of the Platform, including data on user behavior, content selection, cross-device activity, and platform and geolocation data for this purpose and in accordance with applicable data protection laws and regulations.
After termination of the Agreement, we are still entitled to use Your Data, including anonymized data concerning End Users’ data as referred to in this clause, for the purposes as set forth in this Agreement and in accordance with applicable data protection laws and regulations.
After termination of the Agreement, we are still entitled to use Your Data, including anonymized data concerning End Users’ data as referred to in this clause, for the purposes as set forth in this Agreement and in accordance with applicable data protection laws and regulations.
9. Open Source Software and Third Party Material
We may use third party suppliers and Open Source Software for the support and enhancement of the Platform. Chargetrip selects the third party suppliers with due care and reasonably assesses the accurateness and correctness of the services provided by those suppliers. The third party suppliers and Open Source Software used may change from time to time. The use of third party material included in the Chargetrip Platform may be subject to other terms and conditions. A list of the third party suppliers and Open Source Software used at a specific moment may be requested from Chargetrip via info@chargetrip.com.
10. Your End Users
You are entitled to provide access and use the Platform to service your End Users, provided such use and access complies with these Terms of Service. You assume full responsibility for the conduct of all of your End Users and compliance with these Terms of Service.
You shall impose enforceable terms of use, prepared by you, prior to any installation or use of the Platform by End Users and assume responsibility for your End Users’ compliance with these terms of use. The terms of use will contain provisions at least as restrictive as these Terms of Service . You ensure that End Users are made aware of the relevant End User terms of use, and will keep records of End Users it has informed about this. You are responsible for keeping the Terms of Use up to date.
Notwithstanding the foregoing in this clause, End Users are in no way entitled to use or make available the Platform for the benefit of any third party. If this occurs, Chargetrip is entitled to suspend your rights to access and use the Platform immediately and/or, if justified by the circumstances of the event, terminate the Agreement.
11. Fees
Depending on the Plan you have selected, your use of the Platform and our services may be subject to Fees for consideration. Such Fees are indicated on our Chargetrip Website and dependent on the Plan and, if indicated, the add-ons and the services you have ordered. As indicated on our Website, some Fees are payable per month in advance and some in arrears based on use according to our administration. With reference to clause 1.2 of these Terms of Service, Chargetrip Inc. charges in USD and Chargetrip B.V. in EUR. You will bear the exchange risk, should there be any.
The Fees may be subject to change from time to time at our sole discretion. We will publish the intended changes on the website and/or on your Customer Dashboard. Such changes will take effect per every new order for that feature or service and for running orders per the effective date as published with the price change. We will take a reasonable period into account of at least thirty (30) calendar days between publication and the effective date of the change for running orders.
You agree to a Fee change by placing a new order or continue to use the Platform after the publication date of the change of Fee(s). If you do not agree with the price change, you have the right to reject the change by terminating the Agreement after the publication date in accordance with the termination clauses in these Terms of Service.
The Fees mentioned on the Website, including on your Customer Dashboard, are exclusive of VAT or other applicable taxes. You are responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the supply of the Platform, other than Chargetrip’s income and property taxes.
12. Payment
All orders must be paid for using the payment service made available by us on our website. If you pay by credit card, the Fees will be charged directly to the credit card you have entered via our Website, in accordance with the terms and the conditions of the third party payment service provider as indicated at the check-out.
If a collection of payment fails, for whatever reason, you will be notified and given a reasonable period of fourteen (14) calendar days to remedy such failure. If a failed payment is not remedied within that grace period, we are entitled at our sole discretion and without consequences to any existing and future payment obligations, to:
(a) change your access and use of the Platform and services under a paid Plan into access and use of a free Plan, whilst
(b) suspending your use of the Platform in whole or in part until payment is done; or
(c) terminating your use of the Platform in whole or in part.
We will notify you immediately of our decision. The suspension or termination clauses in these Terms of Service apply.
13. Temporary suspension of access to the Platform
We are entitled to temporarily suspend your rights to use the Platform with immediate effect, in the following situations:
(a) if you fail to comply with any of your obligations under the Agreement despite one or more written reminders or other notifications to comply; and/or
(b) if you breach a material obligation of the Agreement that reasonably justifies immediate suspension without prior notification, including but not limited to an unremedied payment default; and/or
(c) if the Platform (is alleged to) infringe(s) the (intellectual) property of a third party, during such time it takes us to solve the issue.
In the event suspension is justified according to these Terms of Service, we may also choose to change your Plan from a paid Plan to a free Plan, at our discretion.
In case of a temporary suspension, including a mandatory switch to a Free Plan, we will immediately notify you of the action taken, the reason for the action, the intended duration of the action and the way to restore access to and use of the Platform or paid Plan. A temporary suspension will not impact your obligation to pay Fees. For the avoidance of doubt, such temporary suspension or switch to a free Plan, does not qualify as a breach of our obligations.
14. Term and termination
The Dashboard Agreement is concluded for an indefinite term, unless terminated in accordance with these Terms of Service.
You may terminate the Agreement at any time by deleting your account via “Edit Profile”. If you subscribed to a paid Plan, such termination will take effect at the beginning of the following month. This means for example that if you terminate on the 31st day of a month, the termination will be effective as of the next day. If you subscribed to a free Plan, termination takes immediate effect.
We may terminate the Agreement, in whole or in part, with prior notice:
(a) in case you breach any of the terms and conditions of the Agreement which you do not remedy within fourteen (14) calendar days upon notification, unless it concerns a payment failure in which case notification is not required ; or
(b) in case you or one or more of Your Users have not signed into your or the account or made use of the Platform using your access credentials for a continuous period of ninety (90) calendar days; or
(c) in case of an event of Force Majeure that continues for more than sixty (60) consecutive calendar days. A series of events of Force Majeure, whatever the nature of the events, of no more than 3 days apart, are considered consecutive; or
(d) for any reason by taking into account a notice period of thirty (30) calendar days.
We are entitled to change or cease providing any Plan that is free of charge at any time. If we intend to change a Plan, or parts thereof, that is free of charge into a paid Plan or add-on in the future, we will notify you of such intention. In that case, you may choose to either continue your use of the Platform or services against the applicable Fee or to terminate the Agreement in the manner set forth in these Terms of Service.
15. Consequences of termination
Upon termination of the Agreement, the following applies:
(a) All rights and licenses granted under the Agreement are terminated and you can no longer access and use the Platform; and
(b) Parties will deliver/return (or destroy upon the other Party’s request) each other all Confidential Information under its possession confirm compliance therewith in writing. The receiving Party may retain Confidential Information in electronic format which cannot reasonably be deleted or as required by law.
Termination shall be without prejudice to the accrued rights of either Party at the termination date.
We will not be obliged to pay any compensation for damage resulting from the termination, dissolution or another method of the ending of the Agreement. For the avoidance of doubt, we will not refund any unused Fee.
The obligations pertaining to data protection, consequences of termination, liability, confidentiality, IPR, Force Majeure, warranties and indemnifications, governing law and jurisdiction and the miscellaneous clause will survive the termination of the Agreement.
16. Data Protection
You acknowledge and agree that (your) personal data may be processed in the performance of the Agreement and for the purpose of or in connection with the Platform, with applicable legal or regulatory requirements and/or pursuant to requests from competent authorities. By using the Platform you hereby agree to our data protection agreement available on our Website, which is incorporated in these Terms of Service by reference. All Parties shall comply with applicable data protection laws and regulations when processing (personal) data.
If needed, you will obtain End Users’ written consent to the processing of personal data by us, including consent to the deletion of personal data in the event we, at our sole discretion, find that the deletion of personal data is necessary to comply with laws and regulations or for the quality of the Platform.
You will indemnify us in and out of court against any claim and hold us harmless from any damages, costs, penalties and fines resulting from a breach of data protection laws by you.
17. Confidentiality
Either Party undertakes to keep confidential any and all Confidential Information of the other Party and not to disclose the Confidential Information in whole or in part to any other person, without the other Party’s prior written consent.
Parties shall not use or copy any Confidential Information for any purpose other than as specifically authorized by these Terms of Service and shall not transfer or disclose any Confidential Information to any third party, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement or if disclosure is required by applicable laws and regulations. Parties shall take all necessary or appropriate steps to protect Confidential Information against unauthorized disclosure or use, also including procuring that Third Party Suppliers shall comply with the same confidentiality obligations prior to being granted access to the Confidential Information. Each Party shall promptly notify the other of any unauthorized disclosure or use of any Confidential Information that comes to its attention and shall take all reasonable necessary or appropriate action to prevent any further unauthorized use or disclosure thereof.
The provisions of this article shall survive the termination of the Agreement for a period of five (5) years and shall bind the Parties and their representatives, successors and assigns.
18. Intellectual Property Rights (IPR)
The ownership of all Intellectual Property Rights in the Platform, including the Developer Documentation, is held exclusively by Chargetrip or its licensors. Nothing in these Terms of Service is to be seen as the full or partial transfer of the IPR from Chargetrip to you, nor as an exclusive license to you.
You are aware that the Platform is provided “as a service”, and that you will not receive access to, or copies of, any computer program files, source codes, databases, algorithms etc. that are part of or are related to the Platform. You may not modify, reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Platform, nor permit others to do so, except to the extent such activities may be expressly permitted by mandatory provisions of applicable law.
You are not allowed to alter, remove or disguise any marks used by Chargetrip in relation to its IPR (e.g. copyright notices or trademark notices) embedded in the Platform, including the Developer Documentation.
Parties may communicate their collaboration or use each other’s brand names, trademarks and other trade symbols in relation to the scope of this Agreement, in its external communication and/or to customers. The Platform supplied by Chargetrip and made available by you to your End Users will be marked with “powered by Chargetrip”.
19. Audit
We are allowed to audit your compliance with the usage of the Platform as determined in these Terms of Service . This includes but is not limited to audits in case of suspected misuse of the Platform, monitoring End Users’ usage of the Platform to detect abnormalities and suspected non-compliance with laws, regulations and/or this Agreement. You shall undertake all necessary steps and actions in order to assist us, or our appointed auditors, herewith. If requested, you will furnish copies of any supporting documentation to us for this purpose. We aim to perform the audit remotely and thereby minimizing the burden on you.
We will bear the costs related to the audits, unless it appears from the audit that you have not complied with your obligations under the Agreement. In that case, you will bear the costs related to the audit.
20. Liability
WE ARE TO THE EXTENT PERMITTED BY LAW, NOT LIABLE TO YOU OR YOUR END USERS FOR ANY DAMAGES WHATSOEVER AS A RESULT OF THE PLATFORM, OUR SERVICES, YOUR OR YOUR END USERS’ USE OF THE PLATFORM, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR SPECIFIC PERFORMANCE ARISING OUT OF OR RELATING TO THE PLATFORM AND/OR THE AGREEMENT, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR USE OR COST OF SUBSTITUTIONAL SOLUTIONS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SHOULD MANDATORY LAW DICTATE OTHERWISE, WE AGREE THAT OUR TOTAL LIABILITY TOWARDS YOU, INCLUDING ANY AND ALL END USERS, WILL NEVER EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE LIABILITY.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS, US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS, FROM AND AGAINST ALL CLAIMS, LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF AND/OR YOUR CONDUCT IN CONNECTION WITH THE PLATFORM AND OUR SERVICES OR YOUR DATA AND YOUR CONDUCT IN CONNECTION WITH OTHER USERS, OR ANY VIOLATION OF THESE TERMS OF SERVICE, ANY LAW OR THE RIGHTS OF ANY THIRD PARTY.
You may not or may not cause for action regardless of form to be brought against us pursuant to the Agreement more than one (1) year after the cause of action has arisen.
21. Force Majeure
Neither Party shall be liable for any delay in performing or for failure to perform an obligation under this Agreement if the delay or failure results from an event of Force Majeure, being any cause or circumstance whatsoever beyond its reasonable control, including but not limited to, any strike, lock out or other industrial dispute, acts of nature (e.g. flood), pandemic, compliance with requirements and/or restrictions of any government or international authority, plant breakdown and cyberattacks provided that the same arises without the fault or negligence of such Party. The Party invoking the Force Majeure, shall promptly inform the other Party in writing of the date and the nature of the Force Majeure. The performance of the obligation affected shall be suspended as from the date of Force Majeure until the event of Force Majeure ceases, unless we terminate the Agreement pursuant to an ongoing event of Force Majeure as set out under ‘termination’ in these Terms of Service.
22. Warranties and indemnifications
WE PROVIDE THE PLATFORM ON AN “AS IS” BASIS AND WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR FREE FROM ERRORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
We shall indemnify you for any claims, actions or suits where a third party claims that the Platform or our Services infringe any (intellectual) property right of such third party, with exclusion of Open Source Software or third party supplier components, and we shall pay all damages, costs and reasonable expenses awarded to such party by the final judgement of a competent court of law, or agreed by us to be paid in settlement thereof, subject to you promptly (i) notifying us in writing of such claim, action or suit upon becoming aware of such claim, action or suit, (ii) granting us full and exclusive control over the defence thereof and (iii) providing reasonable assistance to us in relation to the defence, provided that you, your representatives, End Users and/or other third parties unauthorized modification(s) of the Platform is not the source of the infringement, or that the sole cause of the claim, action or suit is the Platform itself and not the combination of the Platform with any of your or third party, solutions, software, services or hardware, or that the use of the latest version of the Platform made available by us would not avoid, or have avoided infringement of such third party (intellectual) property right, or if it concerns a(n) (intellectual) property right in which you or any of your affiliates owns or has a direct or indirect interest.
If as a result of any binding settlement or a final determination by a court of competent jurisdiction the (use of the) Platform is held to infringe the (intellectual) property right of any third party or if we reasonably determine that the Platform may become subject to any (intellectual) property right infringement claim, we shall have the option to (i) obtain the right for your continued use of the Platform, (ii) replace or modify the Platform to become non-infringing or (iii), in case (i) and (ii) are not commercially practicable to our sole discretion, terminate this Agreement. This clause states our entire liability and your sole and exclusive remedy with respect to infringement of any (intellectual) property right.
You warrant that you and/or any other person acting on your behalf will not infringe on the IPR (in the Platform) and third party (intellectual) property rights when using the Platform. You take appropriate measures to prevent data leaks and viruses, including but not limited to worms, Trojan horses, bots or other software that can infect, damage, render unusable or inaccessible the Platform.
You agree to defend, indemnify and hold us harmless from and against any and all third party - including staff - claims, actions or suits claims and you shall pay all damages, costs and reasonable expenses suffered or incurred by us arising out of the performance of its obligations under the Agreement, including but not limited to the use of the Platform.
The provisions of this clause do not affect any of your legal rights under applicable mandatory national legislation, including but not limited to any mandatory statutory warranties. If any part of this limited warranty is held to be invalid or unenforceable, the remainder of the limited warranty shall nonetheless remain in full force and effect
23. Governing law and jurisdiction
If you are incorporated outside the United States, Canada or Mexico, the Agreement, any usage by you or on your behalf, and any dispute arising under or in connection with it, including any non-contractual claims and disputes, is governed by and construed in accordance with the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. Any dispute arising under or in connection with the Agreement including any non-contractual claims or disputes, shall be submitted to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.
If you are incorporated in the United States, Canada or Mexico, this Agreement, any usage by you or on your behalf, and any dispute arising under or in connection with it, including any non-contractual claims and disputes, is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law rules. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. Any dispute arising out of this Agreement will be settled exclusively through binding arbitration held in New York, NY. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation of IP Rights or breach of confidentiality. The prevailing Party in any dispute hereunder will be entitled to recover its reasonable attorney’s fees and costs.
Notwithstanding the above, we will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
24. Miscellaneous
Entire Agreement – These Terms of Service contains the entire agreement and understanding between the Parties with respect to the subject matter hereof. Unenforceable provisions – If any provision or part of these Terms of Service and/or the rest of the Agreement is found by a court of competent jurisdiction or other competent authority to be unenforceable, such provision or part shall not affect the remainder of the Agreement, but such unenforceable provision or part shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of Parties set forth herein.
Subcontractors – we are entitled to engage subcontractors in performance of our obligations under the Agreement. Without prejudice to article 15 Chargetrip remains responsible for all actions of its subcontractors as for its own actions. We will make sure that subcontractors will meet the confidentiality obligations as set out in these Terms of Service.
Changes – Chargetrip may at any time modify these Terms of Service or parts thereof. Any such modified terms shall be published on the Chargetrip Website. In the event you do not agree with any such modified terms, you must terminate the Agreement in accordance with these Terms of Service. Changes will take effect upon the effective date as mentioned in the updates Terms of Service. Changes of Fees are referred to elsewhere in these Terms of Service.
Transfer of rights and obligations – You are not entitled to transfer or assign any of the rights or obligations under the Agreement to a third party, without our prior written consent, which consent shall not be withheld unreasonably. The Agreement shall be binding upon and to the benefit of any successors in title and assignees of the Parties.
Waiver – Any waiver or failure to exercise promptly any right under the Agreement will not create a continuing waiver or any expectation of non-enforcement.
Relationship – The Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship. Neither Party may act in a manner that expresses or implies a relationship other than that of independent contractor, nor bind the other Party. Neither Party will make any representations or warranties of any kind on behalf of the other Party.
Communication - any formal communication, eg. a claim or complaint, shall have to be sent to info@chargetrip.com with a detailed description.
