TERMS AND COMPLETE AGREEMENT
TERMS AND COMPLETE AGREEMENT
A. TERMS AND COMPLETE AGREEMENT
These terms and conditions of the sale (“Terms“)are the only terms which govern the sale of the goods (“Goods“) and / or services(“Services”) by One EV Energy Solution LLC. DBA 1eves.com (“Seller“) a Indiana Corporation to buyer (“Buyer“) of the Goods named on the applicable quotation, purchase order, sales acknowledgment, and/or invoice (“Sales Confirmation“). The Sales Confirmation and these Terms (collectively, “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Any additional, contradictory or different terms contained in any initial or subsequent order or communication from Buyer pertaining to the Goods shall be deemed null and void and of no force and effect. No course of prior dealings between Buyer and Seller and no usage of the trade shall supplement or explain any term used in the Agreement. Acceptance or acquiescence in a course of performance rendered under the Agreement shall not be relevant to determine the meaning of the Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and the opportunity to object
1. ORDER MODIFICATION. Orders cannot be terminated, canceled or modified, or shipment deferred, after acceptance of Buyer’s order by Seller, except with Seller’s written consent (which consent it may withhold for any or no reason) and subject to charges, including, without limitation, Buyer’s indemnification of Seller against liability and expense incurred and commitments made by Seller, assessment of a 20% administrative fee, payment for lost profit, work in process, and contract value of Goods whether or not completed or ready for shipment (“Modification Charges”). Upon payment in full of such Modification Charges, Buyer shall have the right to take possession of all work in process.
2. ORDER POLICIES. Seller’s policies that apply to the sale of Goods, and contain Seller’s ordering policy, policy on extension of credit, shipping policy, payment and return policy ( “Order Policies”) which are subject to change from time to time and available at the Seller’s web site or upon request, are incorporated into these Terms by this reference, The applicable Order Policies are those in effect at the time the Sale Confirmation is accepted by the Buyer. Seller’s Order Policies are for explanation and clarification of its processes and do not contravene these Terms. In the event of an ambiguity, these Terms supersede Order Policies.
3. DELIVERY. Goods in Seller’s stock will be shipped promptly and Goods not in stock will be shipped when available. All shipping dates are approximate and are based upon current availability of materials, present production schedules, prompt receipt of all necessary information, and credit approval, if applicable. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment, or loss, or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall cause the Goods to be delivered to the location specified on the Sales Confirmation using Seller’s standard methods for packaging and shipping such Goods. If Buyer fails to furnish shipping instructions, Seller will select what is, in its opinion, the most satisfactory routing for the shipment. If Buyer is to pick up products and has not done so within seven (7) days after notification that they are ready for shipment, Seller may ship the products via commercial carrier (best way). Any prepayment by Seller for freight charges shall be for the account of Buyer and shall be paid by Buyer with and in addition to the purchase price
4. PARTIAL SHIPMENTS & NON-DELIVERY. Buyer shall be responsible for all unloading costs and provide equipment and labor reasonably suited for receipt of the Goods. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of any Sales Confirmation. The Seller shall not be liable for any non-­‐delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-­‐delivery within five (5) days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-­‐delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. Seller shall make delivery in accordance with the terms on of the Sales Confirmation.
5. TITLE. Title and risk of loss passes to Buyer upon delivery of the Goods by Seller to a common carrier. Seller shall not be responsible for insuring Goods in transit unless specifically requested by Buyer in writing and accepted by Seller in writing, and any insurance so requested shall be at Buyer’s expense and valuation. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Arizona Uniform Commercial Code. Buyer authorizes Seller to file from time to time such financing statements, financing continuation statements, and financing amendment statements that may be necessary or desirable to perfect and maintain the perfection of any such security interest.
6. INSPECTION & NON-CONFORMING GOODS. Buyer shall inspect the Goods upon receipt (“Inspection Period“). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods within three (3) days after the Inspection Period and furnishes digital photographic, written, and any other or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different from that identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents or iii) goods are damaged beyond minor cosmetic defects such that technical performance is impaired. If Buyer timely notifies Seller of any Nonconforming Goods and such nonconformance is reasonably due to defects caused by Seller or its agents, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility prior to replacement, credit, or refund. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, replaced Goods. Buyer acknowledges and agrees that the evaluation of nonconformance is entirely up to Seller to determine, and remedies set forth in this section are Buyer’s exclusive remedies for the delivery of Nonconforming Goods and foregoes any other remedies. Except as provided under this section, all sales of Goods to Buyer are made on a one-­‐way basis and Buyer has no right to return to Seller Goods purchased under this Agreement.
6A. Equipment Use and Liability: Buyer acknowledges and agrees that it is solely responsible for the proper use of the Goods (including any equipment). Buyer shall ensure that all Goods are operated in accordance with the manufacturer’s instructions and under suitable conditions. Seller shall not be liable for any damage to the Goods, or any injury or damage caused by the Goods, resulting from misuse, improper handling, or lack of understanding of the use of the Goods. Buyer is responsible for ensuring that all persons who use or interact with the Goods are adequately trained and informed about the proper use and handling of the Goods. Buyer agrees to indemnify and hold Seller harmless from any claims, damages, or liabilities arising out of misuse, abuse, or negligent handling of the Goods by Buyer or any third party.
7. TAXES & DUTIES. Buyer shall purchase the Goods from Seller at the price[s] (the “Price[s]“) set forth in the Sales Confirmation. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property.
8. INVOICE & PAYMENT. Buyer shall pay all invoiced amounts due to Seller in accordance with the payment terms set forth in the Sales Confirmation. Buyer shall make all payments hereunder by wire transfer, check, or other payment methods as set forth on the Sales Confirmation and in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. The acceptance by Seller of any check will not constitute a waiver of Seller’s right to pursue the collection of any remaining balance regardless of any statement to the contrary on the tendered check and/or other communication. Upon execution of the Agreement and at each time Buyer orders and receives any Goods, Buyer hereby represents and warrants that the value of all of its property, at a fair valuation, is greater than the sum of its debts, and that the Buyer is generally paying its debts as they become due unless such debts are subject to bona fide dispute. Buyer shall reimburse Seller for all costs incurred in collecting any payments hereunder, including, without limitation, late payments, interest, and attorneys’ fees and expenses. If, after Seller extends Buyer credit, Seller reasonably believes that Buyer’s ability to make payment is impaired, Seller may cancel any order or remaining balance thereof, and Buyer will remain liable to pay Seller for Goods already shipped. For credit approval, if any, Buyer will submit such financial information as Seller may reasonably require from time to time for determination of credit terms. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-­‐off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
9. LIMITED WARRANTY. Seller will warranty all products in accordance with the warranty terms stated by the manufacturer in the owner’s manual or warranty documents accompanying the product. Solar Kit Systems are covered by Seller’s 1-Year Limited System Warranty, a pro forma of which Seller provides to Buyer of Solar Kit Systems, and Buyer acknowledge receipt. The warranty will cover only the product and not any installation services provided by the customer or damage caused by the customer. Seller reserves the right to test, repair or replace the item in question at its sole discretion. In the event (1) Buyer modifies any product sold pursuant to this Sales Confirmation without the express written consent of Seller; (2) Buyer fails to implement any changes in the product directed by Seller; or (3) any product to be furnished under this Sales Confirmation is made in accordance with drawings, samples or manufacturing specifications provided or designated by Buyer, Buyer agrees to indemnify and hold harmless Seller from any and all claims, demands, actions or causes of action, costs or expenses incurred thereby whether in contract, tort or admiralty. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 10, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Buyer shall pay all invoiced amounts due to Seller in accordance with the payment terms set forth in the Sales Confirmation. Buyer shall make all payments hereunder by wire transfer, check, or other payment methods as set forth on the Sales Confirmation and in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. The acceptance by Seller of any check will not constitute a waiver of Seller’s right to pursue the collection of any remaining balance regardless of any statement to the contrary on the tendered check and/or other communication. Upon execution of the Agreement and at each time Buyer orders and receives any Goods, Buyer hereby represents and warrants that the value of all of its property, at a fair valuation, is greater than the sum of its debts, and that the Buyer is generally paying its debts as they become due unless such debts are subject to bona fide dispute. Buyer shall reimburse Seller for all costs incurred in collecting any payments hereunder, including, without limitation, late payments, interest, and attorneys’ fees and expenses. If, after Seller extends Buyer credit, Seller reasonably believes that Buyer’s ability to make payment is impaired, Seller may cancel any order or remaining balance thereof, and Buyer will remain liable to pay Seller for Goods already shipped. For credit approval, if any, Buyer will submit such financial information as Seller may reasonably require from time to time for determination of credit terms. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-­‐off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
10. INNOEVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY SELLER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
10. INNOEVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY SELLER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.
11. COMPLIANCE WITH LAW. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in any resale of the Goods by Buyer. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods. Seller certifies that it is in full compliance with applicable federal, state, and local laws that pertain to the rights of employees to equal opportunity and to a safe workplace. Seller and Buyer agree to comply with environmental protection laws that apply to the manufacture and installation of the Goods names in this Sales Confirmation.
12. AMENDMENT. These Terms may be amended or modified only in a writing that specifically states that it amends these Terms and is signed by an authorized representative of each party.
13. TERMINATION. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
14. NO WAIVER. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15. ASSIGNMENT. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. Seller retains the right to subcontract work. Any contract resulting from this Sales Confirmation shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
16. INDEPENDENT CONTRACTOR. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Buyer shall not represent to any third party that it has anything other than an independent contractor relationship with Seller.
17. NO THIRD PARTY BENEFICIARIES. This Agreement is 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. GOVERNING LAW. These Terms and Conditions and all other contracts between the parties shall be interpreted, construed and governed by and under the laws of the State of Indiana and any action hereunder or between the Buyer and Seller shall be brought only in the United States District Court of Indiana in Indianapolis or the Superior Court for Indiana at the election of the party initiating suit. In this regard, the Buyer consents to personal jurisdiction in such courts; and waives any and all jurisdictional or forum non conveniens objections to proceeding in such courts.
19. NOTICE. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-­‐paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
20. SEVERABILITY. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
21. SURVIVABILITY. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
22. DISPUTE RESOLUTION. All claims and disputes between the parties that cannot be resolved by direct negotiation within thirty (30) calendar days of receipt of written notice from one party to the other, including a disputed invoice, shall be submitted to non-binding mediation before a certified mediator in Carmel, Indiana. The cost of said mediation shall be split equally between the parties. Any dispute which cannot be resolved between the parties through mediation shall be resolved through arbitration pursuant to the American Arbitration Association’s Commercial Rules with one (1) arbitrator in Indiana.
23. ATTORNEY’S FEES. If any action at law or in equity, including action for declaratory relief and arbitration, is brought to enforce, interpret, rescind or reform any contract resulting from this Sales Confirmation, the prevailing party shall be entitled to actual costs incurred, up to a reasonable amount, in prosecuting or defending the action, including, but not limited to, attorney’s fees, consultant’s fees or witness fees, which latter fees shall include payment to reimburse the party and/or its employees for time spent in preparation for and participation in defending or prosecuting any said action. The attorneys’ fees shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred in good faith.
24. EQUAL OPPORTUNITY EMPLOYMENT. Seller complies with Executive Order 11246, as amended, and its implementing Regulations (including the equal opportunity clause set forth in Section 202 of such Order) and Section 60-1.4 (a) of the Regulations of the Secretary of Labor, Title 41 CFR, Chapter 60, Parts 1-60, which are incorporated into this Sales Confirmation by reference. In addition, this Sales Confirmation incorporates by reference the Affirmative Action clauses of the Rehabilitation Act of 1973 at 41 CFR Section 60-741.1 and the Vietnam Era Veterans’ Readjustment Act of 1974, at 41 CFR Section 60-2050.4, as amended.
PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE FOR THIS WEB SITE (“TOS”) BEFORE USING THIS SITE. By continuing to access, link to, or use this site, or any service on this site, you signify YOUR ACCEPTANCE OF THE TOS. One EV Energy Solution LLC. (“1EVES”) reserves the right to amend, remove, or add to the TOS at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the TOS whenever accessing, linking to, or using this site. Your access, link to, or use of the site, or any service on this site, after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE TOS, as modified. If, at any time, you do not wish to accept the TOS, you may not access, link to, or use the site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by 1EVES and shall be of no force or effect.
B. GENERAL TERMS
1. User Consent to the TOS.
You represent that you have read and agree to be bound by the TOS.
2. Intellectual Property.
This Web site, including but not limited to text, content, photographs, video, audio and graphics, and goods (the “Service”), is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by 1EVES, its general and limited partners, and its subsidiaries, parent companies, and their respective general partners and affiliates (collectively “One EV Energy Solution LLC.”) and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of One EV Energy Solution LLC. and such others. You agree to protect the proprietary rights of One EV Energy Solution LLC. and all others having rights in the Service during and after the term of this agreement and to comply with all reasonable written requests made by 1EVES or its suppliers and licensors of content, equipment, or otherwise (“Suppliers”) to protect their and others’ contractual, statutory, and common law rights in the Service. You agree to notify 1EVES in writing promptly upon becoming aware of any unauthorized access or use of the Service by any individual or entity or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the “Intellectual Property Rights”) shall, as between you and One EV Energy Solution LLC., at all times be and remain the sole and exclusive property of One EV Energy Solution LLC.. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to One EV Energy Solution LLC. for its exclusive use. Except as specifically permitted by the TOS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without 1EVES’s prior written approval.
3. Restrictions on Use.
YOU MAY NOT USE THE SERVICE FOR ANY ILLEGAL PURPOSE OR IN ANY MANNER INCONSISTENT WITH THE TOS. YOU AGREE TO USE THE SERVICE SOLELY FOR YOUR OWN NONCOMMERCIAL USE AND BENEFIT, AND NOT FOR RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICE IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF One EV Energy Solution LLC. OR ANY OF ITS SUPPLIERS. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. YOU MAY NOT RECIRCULATE, REDISTRIBUTE OR PUBLISH THE PRESENTATION INCLUDED IN THE SERVICE WITHOUT 1EVES’S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE’S CONTENT WOULD BE A VIOLATION OF THE COPYRIGHTS AND OTHER PROPRIETARY RIGHTS OF 1EVES AND/OR One EV Energy Solution LLC. OR ITS PARENT COMPANIES OR SUBSIDIARIES. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF 1EVES. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF THE TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF 1EVES AND/OR One EV Energy Solution LLC. OR ITS PARENT COMPANIES OR SUBSIDIARIES IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH ITEMS BELONG TO OR ARE ASSOCIATED WITH YOU OR, EXCEPT AS OTHERWISE PROVIDED HEREIN, ARE USED WITH 1EVES’S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF SUCH ITEMS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF 1EVES AND/OR One EV Energy Solution LLC. OR ITS PARENT COMPANIES OR SUBSIDIARIES IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE. YOU MAY USE THE “E-MAIL THIS ARTICLE” FUNCTION SOLELY TO INFORM OTHERS ABOUT A NEWS ARTICLE ON One EV Energy Solution LLC., AND YOU SHALL IMMEDIATELY CEASE USING THIS FUNCTION WITH REGARD TO RECIPIENTS WHO HAVE REQUESTED NOT TO RECEIVE SUCH INFORMATION. WHEN USING THE “E-MAIL THIS ARTICLE” FUNCTION, YOU SHALL: (i) NOT UPLOAD OR SEND ANY MESSAGE THAT IS UNLAWFUL, LIBELOUS, SLANDEROUS, OFFENSIVE, OBSCENE, HATEFUL, PORNOGRAPHIC, VIOLENT, INSULTING, THREATENING, ABUSIVE, MISLEADING, DECEPTIVE, OR RACIALLY, ETHNICALLY, OR OTHERWISE OBJECTIONABLE; (ii) NOT UPLOAD OR SEND ANY COMMERCIAL, PROMOTIONAL, OR SOLICITATION INFORMATION; AND (iii) REMAIN FRIENDLY AND CIVIL AND TREAT ALL E-MAIL RECIPIENTS WITH RESPECT AND SINCERITY. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS OF SERVICE SET FORTH ON THE SERVICE.
4. License.
(i) You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by One EV Energy Solution LLC. ONLY for your own personal, noncommercial use in accordance with the TOS and does not transfer any other rights to you.
(ii) If you submit material to this site or to 1EVES or its representative, unless 1EVES indicates otherwise, you grant One EV Energy Solution LLC. and its parent companies a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to access, store, or reproduce such material for that user’s personal use. You grant One EV Energy Solution LLC. the right to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the material that you submit; that the material you submit is truthful and accurate; that use of the material you supply does not violate this TOS and will not cause injury to any person or entity; and that you will indemnify One EV Energy Solution LLC. and its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns for all claims resulting from material you supply. One EV Energy Solution LLC. and its parent companies, subsidiaries, suppliers, agents, directors, officers, employees, representatives, successors, and assigns disclaim any responsibility and assume no liability for any material submitted by you or any third party.
5. Fees and Payments.
1EVES reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. If at any time 1EVES requires a fee for portions of the Service or the Service as a whole, 1EVES will require you to register and create an account. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the Service by One EV Energy Solution LLC. or by any other vendor or service provider. All fees and charges shall be billed to you, and you shall be solely responsible for their payment. You shall pay all applicable taxes relating to the use of the Service through your account, and the purchase of any other products or services. Certain portions of the Service or the Service as a whole may require a prepaid fee (“Prepaid Fee”), which may be modified from time to time in 1EVES’s sole discretion. The Prepaid Fee, and all taxes and other fees related thereto will be paid by you in advance. In no event will you receive any portions of the Service or the Service as a whole if a Prepaid Fee is required unless 1EVES receives all fees and charges payable by you, including the Prepaid Fee.
6. Registration and Account Creation.
As part of the registration and account creation process necessary to obtain access to certain portions of the Service, including those portions that require a fee or payment for access, you will select a username and a password. You will provide 1EVES with certain registration information, all of which must be accurate, truthful, and updated. You shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that 1EVES, in its sole discretion, deems offensive or inappropriate. 1EVES reserves the right to deny creation of your account based on 1EVES’s inability to verify the authenticity of your registration information. You shall be solely responsible for maintaining the confidentiality of your password. You shall immediately notify 1EVES by submitting FEEDBACK of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party authorized by you to use your username and password. The use of your account by any individual under age eighteen (18) is strictly prohibited. If the computer system on which you accessed the Service is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained by or through use of the Service. 1EVES reserves the right to terminate your account, in its sole discretion, at any time without notice. You may terminate your account at any time by submitting feedback. Upon termination, you will receive an automated confirmation via e-mail that the request was received, and your account will be terminated within five (5) business days. You are responsible for all charges incurred up to the time the account is terminated. Notwithstanding anything else herein, 1EVES reserves the right to pursue any and all claims against any user of your account. You agree to maintain only one account with the Service at any time and certify that you currently have no other account(s) with the Service.
7. Disclaimer and Limitation of Liability.
(i) YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS, OR ADVERTISEMENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT One EV Energy Solution LLC. MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
(ii) One EV Energy Solution LLC. does not warrant that the Service is compatible with your equipment or that the Service, or e-mail sent by One EV Energy Solution LLC. or its representative, is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that One EV Energy Solution LLC. and its parent companies, subsidiaries, suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of One EV Energy Solution LLC., its parent, or their respective affiliates, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against One EV Energy Solution LLC. by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other Web sites, services, goods, or advertisements that may be linked to the Service is not maintained or controlled by One EV Energy Solution LLC.. One EV Energy Solution LLC. is therefore not responsible for the availability, content, or accuracy of other Web sites, services, or goods that may be linked to, or advertised on, the Service. One EV Energy Solution LLC. does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods, or advertisements that may be linked to the Service; or (c) make any endorsement, express or implied, of any other Web sites, services, goods, or advertisements that may be linked to the Service. One EV Energy Solution LLC. is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Service. You understand that One EV Energy Solution LLC. and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TOS.
(iii) You acknowledge that: (i) the Service is provided for information purposes only and is not intended for trading purposes; (ii) the Service may include certain information taken from sources from around the world;
(iii) One EV Energy Solution LLC. does not guarantee the sequence, accuracy, completeness, or timeliness of the Service; (iv) the provision of certain parts of the Service is subject to the terms and conditions of other agreements to which One EV Energy Solution LLC. is a party; (v) none of the information contained on this site constitutes a solicitation, offer, opinion, or recommendation by One EV Energy Solution LLC. to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (vi) the information provided on this site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, One EV Energy Solution LLC., its parent companies, subsidiaries, suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Service including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Service; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.
(iv) UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL One EV Energy Solution LLC., ITS SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF One EV Energy Solution LLC. HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL One EV Energy Solution LLC.’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.
8. Your Authority to Agree to this TOS.
You represent, warrant and covenant that: (i) you have the power and authority to enter into this agreement; and (ii) you are at least eighteen (18) years old.
9. Indemnification.
You agree, at your own expense, to indemnify, defend and hold harmless One EV Energy Solution LLC., its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the Service, or any links on the Service, including, but not limited to: (i) your use or someone using your computer’s use of the Service; (ii) use by someone using your account; (iii) a violation of the TOS by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. One EV Energy Solution LLC. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with One EV Energy Solution LLC. in asserting any available defense. You acknowledge and agree to pay One EV Energy Solution LLC.’s reasonable attorneys’ fees incurred in connection with any and all lawsuits brought against you by One EV Energy Solution LLC. under the TOS and any other terms and conditions of service on this site, including without limitation, lawsuits arising from your failure to indemnify One EV Energy Solution LLC. pursuant to the TOS.
10. Termination.
(a) You may terminate the TOS, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service. (b) You agree that, without notice, 1EVES may terminate the TOS, or suspend your access to the Service, with or without cause at any time and effective immediately. The TOS will terminate immediately without notice from 1EVES if you, in 1EVES’s sole discretion, fail to comply with any provision of the TOS. (c) One EV Energy Solution LLC. shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service. Upon termination of the TOS by you or 1EVES, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof.
11. Governing Law.
The TOS shall be governed and construed in accordance with the laws of the United States and the State of Indiana, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Cook County in the State of Indiana with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOS.
12. United States Export Control & Foreign Assets Control Regulations.
One EV Energy Solution LLC. does not represent that materials in the Service are appropriate or available for use in any particular location. Those who choose to access the Service do so on their own initiative and are responsible for compliance with all applicable laws.
13. Miscellaneous.
You accept that 1EVES has the right to change the content or technical specifications of any aspect of the Service at any time in 1EVES’s sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of One EV Energy Solution LLC. to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. Sections 2 through 9, 10(c), and 11 through 16 shall survive any termination of the TOS.
14. Headings.
The section titles in the TOS are used solely for the convenience of you and One EV Energy Solution LLC. and have no legal or contractual significance.
15. Severability.
If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force.
16. Entire Agreement.
The TOS and any other terms and conditions of service on this site, and its successor, constitute the entire agreement between you and 1EVES and govern your use of the Service.
B. LINKING AND FRAMING TERMS AND CONDITIONS
YOU MAY NOT LINK TO OR FRAME THIS WEB SITE, OR ANY PORTION THEREOF, EXCEPT AS PROVIDED HEREIN.
1. Intellectual Property.
Upon linking to this Web site pursuant to the TOS, you will be granted a non-exclusive, non-transferable, royalty-free sub-license to use the One EV Energy Solution LLC. mark owned by One EV Energy Solution LLC. solely for providing an underlined, textual link from your Web site to 1eves.com. No other use of One EV Energy Solution LLC. marks, names or logos is permitted without express written permission from 1EVES.
2. Restrictions on Linking to this Web Site.
Without limiting other provisions contained in our TOS, you may include a link(s) on your Web site to 1eves.com’s publicly accessible Web pages (i.e., any Web page which does not require a login and password and/or restrict access). You may not link to 1eves.com any site containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.
3. Restrictions on Framing Activities.
1EVES is concerned about the integrity of this Web site when it is accessed in a manner solely determined by third parties or viewed in a setting solely created by third parties. Specifically, 1EVES is concerned with activities such as bringing up or presenting content of this Web site within another Web site (“framing”). In this regard, without limiting the provisions contained in our TOS, you may not frame any Web page from 1eves.com, except with our express written permission. Further, you may not archive, cache, or mirror any 1eves.com Web page or portions of a Web page. If you would like to use, reprint, frame, or redistribute any 1eves.com content other than as permitted herein, you must request permission from 1EVES by writing to FEEDBACK. Please include: (a) your name, e-mail address, and telephone number; (b) the name of your company; (c) the Web site address(es) where the proposed use will occur; and (d) specific details about the contemplated linking or framing activities, including the content or Web page(s) of this Web site which you would like to use.