Sales and Services Terms and Conditions

Last Updated: October 1, 2026

IMPORTANT — PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AN INDEMNIFICATION OBLIGATION, AND A BINDING ARBITRATION AGREEMENT WITH A CLASS-ACTION WAIVER. BY PLACING AN ORDER, CLICKING TO ACCEPT, SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS, ACCESSING THE SERVICES, OR USING THE HARDWARE, CUSTOMER AGREES TO BE BOUND BY THESE TERMS.

BUSINESS USE ONLY. These Terms are intended solely for purchases and use in connection with a business, commercial, governmental, institutional, fleet, workplace, multifamily, hospitality, dealership, repair, or similar non-household activity. The Hardware and Services are not offered under these Terms for personal, family, or household use.

Parties. These Ivora Sales and Services Terms and Conditions (the “Terms”) are entered into between Ivora Solutions Inc., a Delaware corporation (“Ivora”), and the business or other legal entity that accepts these Terms or places an Order (“Customer”). The individual accepting these Terms represents that the individual has authority to bind Customer.

1. DEFINITIONS

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Authorized User” means an employee, contractor, property manager, driver, or other person whom Customer authorizes to access the Services.

“Customer Data” means information, content, transaction records, pricing, account information, and other data submitted to or generated through the Services on Customer’s behalf, excluding Usage Data.

“Delivery” means tender of Hardware to the carrier at Ivora’s designated shipping point, unless the applicable Order expressly states a different delivery term.

“Documentation” means Ivora’s then-current user manuals, installation instructions, product specifications, and online help materials.

“Hardware” means electric vehicle charging equipment, connectors, accessories, spare parts, communications devices, and other physical products sold by Ivora under an Order.

“Manufacturer” means Renova Electronics Inc., the manufacturer of Renova-branded Hardware identified in the applicable Order.

“Order” means an online order, quote, order form, statement of work, subscription order, or other transaction document accepted by Ivora that references these Terms.

“Services” means Ivora’s hosted charging-station management system, network and communications services, optional payment-related functionality, site-selection platform, site assessment, maps, analytics, forecasts, reports, commissioning, support, training, and other services identified in an Order.

“Site” means each property, parking area, facility, or location at which Hardware is installed or Services are used.

“Usage Data” means operational, diagnostic, performance, utilization, telemetry, and statistical data concerning the Hardware or Services, and aggregated or de-identified data that does not identify Customer or an individual.

2. AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE

2.1 These Terms govern each Order for Hardware and Services. Product descriptions, quotes, order forms, statements of work, the Ivora Limited Hardware Warranty, the Ivora Return and Cancellation Policy, and any data-processing addendum expressly incorporated into an Order are part of the agreement between the parties (collectively, the “Agreement”).

2.2 In the event of a conflict, the following order of precedence applies: (a) a signed Order, but only as to the specific transaction and only if it expressly identifies the provision being modified; (b) a product-specific statement of work or addendum; (c) the Ivora Limited Hardware Warranty solely with respect to Hardware warranty matters; (d) these Terms; and (e) Documentation and online policies.

2.3 Any purchase order, vendor portal term, acknowledgment, or other Customer form is for administrative convenience only. Any additional or inconsistent Customer term is rejected and does not modify the Agreement unless Ivora expressly agrees to it in a writing signed by an authorized representative.

2.4 Customer acknowledges and agrees that Ivora Solutions Inc. ("Ivora") is solely an authorized reseller and distributor, and is not the original designer, developer, or manufacturer of the hardware products ("Hardware"). All Hardware is designed and manufactured by third-party suppliers (e.g., Renova). Ivora disclaims any and all direct liability arising from manufacturing, architectural, design, or latent defects inherent in the Hardware.

2.5 Ivora and Manufacturer are independent entities. Neither is the agent, employee, partner, joint venturer, franchisee, fiduciary, or legal representative of the other, and neither may bind the other except to the extent of a specific written authorization.

2.6 Hardware specifications, ratings, safety labels, certification information, manuals, technical materials, and manufacturer warranty information may originate from Manufacturer. Ivora does not expand, alter, or make a representation on behalf of Manufacturer except as expressly stated in an Order signed or accepted by Ivora.

2.7 Customer acknowledges that Hardware support, diagnostic, warranty, safety, recall, and corrective-action matters may be investigated or fulfilled by Ivora in coordination with Manufacturer or an authorized service provider. Ivora may provide Manufacturer with Order information, model and serial numbers, installation records, diagnostic data, photographs, incident information, and Customer contact information as reasonably necessary, subject to the Ivora Privacy Policy.

2.8 Identification of Manufacturer does not make Manufacturer a party to Customer’s Order or create a direct contractual right against Manufacturer unless an applicable manufacturer warranty, Order, or separate written agreement expressly provides otherwise. Ivora remains responsible for Ivora-provided Services and for obligations that the Agreement expressly assigns to Ivora.

3. ORDERS; ACCEPTANCE; CHANGES

3.1 Customer’s submission of an Order is an offer to purchase. Ivora may accept or reject an Order in its discretion. Automated receipts, payment authorizations, or website acknowledgments do not constitute acceptance unless they expressly state that the Order has been accepted.

3.2 An accepted Order may be changed only by a written change order or amended Order approved by both parties. Changes may affect price, configuration, lead time, delivery, commissioning, and other terms.

3.3 Customer is responsible for confirming the Manufacturer, brand, model, hardware and firmware revision where applicable, product ratings, connector type, network requirements, Site voltage, phase, amperage, mounting method, cable length, communications method, certifications expressly listed in the Order, and all other configuration details before the Order is accepted.

3.4 Hardware purchased for resale, distribution, private labeling, or deployment by a dealer or reseller requires a separate written dealer, reseller, or distribution agreement. These Terms do not authorize Customer to represent itself as Ivora’s agent or authorized dealer.

4. PRICES; PAYMENT; TAXES

4.1 Prices are stated in U.S. dollars unless the Order states otherwise. Customer shall pay all amounts without setoff, deduction, counterclaim, or withholding, except as required by law.

4.2 For purchases completed through an Ivora webstore, payment is charged at checkout. For quoted Hardware orders, unless the Order states otherwise, Customer shall pay a non-refundable deposit equal to fifty percent (50%) of the Order total upon acceptance, and the remaining fifty percent (50%) within fifteen (15) days after Delivery. Ivora may require payment in full before shipment for first-time customers, customized products, credit concerns, or overdue accounts.

4.3 Subscription and recurring Service fees are billed in advance at the frequency stated in the Order. Usage-based fees, payment-processing charges, communications charges, on-site service, travel, replacement parts, and other variable fees may be billed in arrears.

4.4 Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer shall reimburse reasonable collection costs, including attorneys’ fees, incurred to collect undisputed overdue amounts.

4.5 Prices exclude sales, use, excise, value-added, gross-receipts, utility, telecommunications, and similar taxes and governmental charges. Customer is responsible for all such amounts, other than taxes imposed on Ivora’s net income. If Customer claims an exemption, Customer must provide valid documentation before invoicing.

4.6 Unless an Order expressly states that Ivora is providing financing, payment obligations are not contingent on Customer obtaining permits, utility upgrades, incentives, rebates, financing, tenant approvals, landlord approvals, or project revenue.

5. CANCELLATION; RETURNS; REFUNDS

5.1 Customer may cancel an unaccepted Order at any time. After acceptance, Customer may cancel only with Ivora’s written approval and subject to the applicable Ivora Return and Cancellation Policy.

5.2 Deposits are non-refundable once Ivora or its supplier has begun procurement, configuration, production, reservation of inventory, or other performance for the Order. Except for Hardware rightfully rejected during the seven-day inspection period, Hardware authorized for return under the Limited Hardware Warranty, or an exceptional return expressly approved by Ivora in writing, all Hardware sales are final. Customized, configured, special-order, used, activated, energized, or installed Hardware is non-cancellable and non-returnable.

5.3 No return is permitted without Ivora’s prior written return-material authorization (“RMA”). Issuance of an RMA authorizes shipment for inspection and does not guarantee a refund. An RMA may direct Customer to ship Hardware to Ivora, Manufacturer, or an authorized service location. Returned Hardware must be complete, undamaged except for the reported condition, in the approved packaging, and shipped as instructed. Any exceptional convenience return approved by Ivora may be subject to shipping, inspection, refurbishment, repackaging, missing-item, damage, or other charges stated in the RMA.

5.4 Fees for Services already performed are non-refundable. If prepaid Services are terminated due solely to Ivora’s uncured material breach, Customer’s exclusive refund remedy is the prorated amount paid for the affected prepaid Services after the effective termination date.

6. DELIVERY; TITLE; RISK OF LOSS

6.1 All shipment and delivery dates are estimates. Ivora is not liable for delay caused by carriers, suppliers, customs, ports, utility conditions, shortages, governmental action, force majeure, or other circumstances outside Ivora’s reasonable control.

6.2 Unless an Order states otherwise, shipping charges are Customer’s responsibility; risk of loss and responsibility for the Hardware pass to Customer upon Delivery; and title passes only after Ivora receives full payment for the Hardware.

6.3 Ivora may make partial shipments and invoice each shipment separately. Customer shall not refuse an otherwise conforming shipment because other items are delayed.

6.4 Customer shall inspect each shipment promptly after delivery to the destination address stated in the Order. Customer must notify Ivora in writing of any visible shipping damage, shortage, incorrect product, missing component, or other nonconformity reasonably discoverable through inspection within seven (7) calendar days after receipt. The notice must describe the claimed nonconformity in reasonable detail and include photographs, serial numbers, shipping documents, packaging information, and other supporting information reasonably requested by Ivora. Customer shall preserve the Hardware and packaging and shall not install, energize, activate, modify, or use Hardware that appears damaged or nonconforming.

6.5 If Customer does not provide timely written notice within the seven-day inspection period, the Hardware will be deemed accepted with respect to any shortage, shipping damage, incorrect product, visible defect, or other nonconformity that reasonably should have been discovered during inspection. Following acceptance, Customer may not reject or return the Hardware, or withhold, deduct, set off, or refuse payment, based on any such nonconformity. Acceptance does not eliminate Customer’s rights for a valid latent defect that could not reasonably have been discovered during the inspection period; any such claim must be reported promptly after discovery and will be handled exclusively under the applicable Ivora Limited Hardware Warranty.

6.6 If a material delay continues for more than ninety (90) days beyond the estimated shipment date, either party may cancel the undelivered portion of the affected Order by written notice. Customer’s sole remedy for such cancellation is return of amounts paid for the cancelled, undelivered portion.

7. SITE, INSTALLATION, AND CUSTOMER RESPONSIBILITIES

7.1 Unless an Order expressly states otherwise, Ivora does not provide electrical contracting, construction, engineering, architectural, trenching, utility-upgrade, permitting, inspection, or installation services. Customer shall retain appropriately licensed, qualified, and insured contractors.

7.2 Customer is solely responsible for: (a) Site ownership, lease rights, landlord and lender approvals; (b) utility capacity, rates, interconnection, metering, demand charges, and service upgrades; (c) permits, inspections, electrical and building-code compliance, accessibility, fire and life-safety requirements, signage, parking rules, and zoning; (d) foundations, bollards, conduit, wiring, panels, switchgear, transformers, networking, cellular or internet connectivity, lighting, drainage, ventilation, security, and physical protection; and (e) all costs associated with the foregoing.

7.3 Customer and its installer shall follow the Documentation, Manufacturer instructions, and all applicable laws and codes, including torque specifications, grounding requirements, clearances, environmental ratings, and commissioning procedures. Customer shall not energize or operate Hardware that appears damaged, improperly installed, or unsafe.

7.4 Any remote guidance, review of photographs, configuration assistance, training, or commissioning support provided by Ivora is not engineering, code review, construction management, inspection, or supervision of Customer’s installer. Ivora’s participation does not shift responsibility for the Site or installation from Customer or its contractors.

7.5 Customer shall maintain the Site and Hardware in a safe condition; protect the Hardware from vehicle impact, vandalism, flooding, pests, unauthorized access, and environmental conditions outside the rated specifications; and perform routine inspections and maintenance described in the Documentation.

7.6 Ivora may suspend commissioning or Services if Ivora reasonably believes the Site, installation, electrical supply, connectivity, or use is unsafe, noncompliant, or likely to damage the Hardware or Services.

7.7 Ivora does not provide electrical installation, civil engineering, or on-site safety inspection services. Customer is strictly responsible for hiring licensed electrical contractors for installation. Ivora shall not be liable for any injury, property damage, power grid disruption, or equipment failure caused by improper installation, local grid instability, or uncertified electrical setups.

8. COMMISSIONING; ACCEPTANCE

8.1 Customer shall provide timely Site access, qualified personnel, electrical power, network connectivity, installation records, photographs, permits, and other information reasonably needed for commissioning.

8.2 Implementation Services and commissioning deliverables are deemed accepted upon the earliest of: (a) Customer’s written acceptance; (b) productive or revenue-generating use; or (c) seven (7) calendar days after Ivora notifies Customer that commissioning is complete, unless Customer provides a written rejection identifying a reproducible material nonconformity. Inspection and acceptance of Hardware for shipment-related or reasonably discoverable delivery nonconformities are governed by Sections 6.4 and 6.5, and latent Hardware defects are governed by the Limited Hardware Warranty.

8.3 Minor defects, punch-list items, cosmetic issues, or conditions that do not materially prevent the intended operation do not delay acceptance. Ivora will use commercially reasonable efforts to address verified items within a reasonable time.

8.4 Additional commissioning, troubleshooting, or site visits required because of incomplete work, installer error, incorrect configuration supplied by Customer, lack of power or connectivity, Customer changes, or conditions outside Ivora’s responsibility may be charged at Ivora’s then-current rates, including travel and expenses.

9. SOFTWARE AND NETWORK SERVICES

9.1 Subject to Customer’s payment and compliance with the Agreement, Ivora grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer’s internal business operations and management of authorized charging equipment.

9.2 Customer shall: (a) provide accurate account information; (b) control Authorized User access; (c) safeguard credentials; (d) promptly notify Ivora of suspected unauthorized access; and (e) remain responsible for acts and omissions occurring through Customer’s accounts.

9.3 Customer shall not, and shall not permit any person to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or attempt to discover source code, models, algorithms, or nonpublic APIs, except to the limited extent a restriction is prohibited by law; (c) bypass security or usage controls; (d) introduce malware or interfere with the Services; (e) scrape or use automated means to extract data except through an authorized interface; (f) benchmark or use the Services to develop a competing product; or (g) use the Services unlawfully or in a manner that threatens safety, security, or system integrity.

9.4 Ivora may update, enhance, or modify the Services. Ivora will not materially reduce the core functionality of a paid Service during the then-current subscription term, except as required for security, legal compliance, third-party platform changes, or discontinued dependencies.

9.5 Ivora may perform scheduled or emergency maintenance. Unless an Order includes a separate service-level agreement, Ivora does not guarantee any specific availability, response time, repair time, transaction completion rate, or continuous connectivity.

9.6 Interoperability with third-party chargers, vehicles, roaming platforms, payment devices, communications providers, or OCPP implementations depends on supported versions, configurations, certifications, and third-party behavior. Ivora does not warrant universal compatibility or continued interoperability with every third-party product.

9.7 Ivora may suspend access to all or part of the Services upon reasonable notice for nonpayment, material breach, security risk, suspected fraud, unlawful use, threats to persons or systems, or emergency maintenance. Where practicable, Ivora will limit the suspension to the affected account or functionality.

10. OPTIONAL PAYMENT PROCESSING; SETTLEMENT

10.1 This Section applies only if Customer elects to enable payment, billing, settlement, or other fee-based charging functionality through the Services. Enabling such functionality does not transfer ownership or regulatory responsibility for Customer’s charging operation to Ivora.

10.2 Customer—not Ivora—is the owner and operator of any charging service offered at the Site and is responsible for setting charging prices, parking fees, idle fees, taxes, refund policies, disclosures, receipts, signage, and all other commercial terms offered to drivers or other users.

10.3 Payment processing may be provided by Stripe or another third-party processor. Customer’s use of payment functionality is subject to the processor’s terms, underwriting, identity verification, prohibited-business rules, reserves, chargeback procedures, fees, and settlement schedules.

10.4 Customer authorizes Ivora and the processor to collect, deduct, net, and remit applicable transaction fees, network fees, refunds, chargebacks, taxes, reserves, and other authorized amounts from charging-session proceeds or Customer’s designated account.

10.5 Customer is responsible for chargebacks, fraud, refunds, disputed transactions, negative balances, and inaccurate pricing or tax settings attributable to Customer, the Site, drivers, or Customer’s personnel. Ivora may offset undisputed amounts owed against settlement proceeds to the extent permitted by law and the processor’s rules.

10.6 Ivora is not a bank, money transmitter, fiduciary, utility, or financial adviser merely because the Services transmit payment instructions or display settlement information. Settlement timing is subject to processor and banking-system availability. Customer shall maintain accurate bank, tax, and business information. Ivora may withhold or delay settlement where required by law, a processor, a governmental authority, a sanctions-screening result, suspected fraud, or an unresolved negative balance.

11. SITE-SELECTION PLATFORM; ANALYTICS; FORECASTS

11.1 If included in an Order, Ivora may provide access to a site-selection platform, maps, data layers, station and market information, site assessments, utilization or demand estimates, competitive analyses, financial scenarios, reports, rankings, scores, and related analytical outputs (collectively, “Siting Outputs”).

11.2 Siting Outputs are estimates generated from historical information, public sources, licensed or third-party data, statistical or machine-learning models, assumptions, and information supplied by Customer. Source data may be incomplete, delayed, inaccurate, unavailable, or subject to changing coverage and methodology. Ivora does not independently verify every source or Customer input.

11.3 Actual traffic, electric-vehicle adoption, charging demand, utilization, sessions, energy delivered, pricing, revenue, operating cost, construction cost, utility cost, profitability, savings, and return on investment may differ materially from any Siting Output. Ivora does not guarantee any utilization level, charging volume, revenue, profitability, customer demand, financing, incentive eligibility, permit approval, utility capacity, interconnection result, competitive condition, or project outcome.

11.4 Customer is solely responsible for independently evaluating each proposed Site and completing all appropriate title, lease, landlord, zoning, engineering, electrical, utility, environmental, accessibility, traffic, construction, permitting, financial, tax, legal, insurance, and commercial due diligence before acquiring, leasing, developing, financing, or operating a Site.

11.5 Siting Outputs are informational business tools only. They are not an engineering design, electrical study, utility commitment, appraisal, property valuation, broker or real-estate service, feasibility guarantee, investment recommendation, or legal, tax, accounting, financing, or regulatory advice. Ivora does not act as Customer’s fiduciary, broker, engineer, utility representative, or investment adviser.

11.6 Customer is responsible for the completeness and accuracy of addresses, proposed charger counts, power levels, pricing assumptions, property information, utility information, and other inputs it provides. A change in any input, market condition, model, law, incentive, utility rule, or project configuration may materially change a Siting Output.

11.7 Unless an Order expressly states otherwise, a report reflects information and methodology available when generated. Ivora has no obligation to update a delivered report or notify Customer of later changes in data, competition, law, incentives, utility conditions, or market conditions.

11.8 Customer may use Siting Outputs for its internal business evaluation, subject to the Agreement and applicable third-party data restrictions. Customer shall not present a Siting Output as an Ivora guarantee, certification, appraisal, engineering opinion, or assurance of financial performance, and shall not permit a third party to rely on it without Ivora’s prior written agreement.

12. INTENDED COMMERCIAL USE; PUBLIC OR FEE-BASED CHARGING

12.1 Unless an Order expressly states otherwise, the Hardware is sold primarily for Customer’s own commercial operations, including use by Customer’s employees, fleet, tenants, guests, dealership, repair facility, or other private or limited-access users. The Hardware is not represented as universally approved for public, retail, or fee-based charging in every jurisdiction.

12.2 If Customer makes the Hardware available to the general public or charges any fee for charging, parking, access, energy, idle time, membership, or a related service, Customer is solely responsible for determining whether that use is lawful and for obtaining, maintaining, and renewing all approvals, certifications, type evaluations, registrations, inspections, seals, permits, licenses, utility approvals, and other authorizations required for the specific Hardware model, configuration, Site, pricing method, and jurisdiction.

12.3 Customer is also solely responsible for compliance with requirements applicable to public or fee-based charging, including equipment and metering approval, weights-and-measures requirements, payment and access methods, pricing and fee disclosures, receipts, signage, accessibility, taxes, consumer protection, data and cybersecurity requirements, inspections, and any required ongoing testing or renewal.

12.4 Unless an Order expressly identifies a specific Hardware model, configuration, jurisdiction, and approval, Ivora does not represent or warrant that the Hardware or Services satisfy the requirements for public or fee-based charging. Any additional hardware, payment terminal, label, software configuration, testing, inspection, registration, certification, or modification required for such use is Customer’s responsibility and expense. The need for such items does not constitute a product defect or entitle Customer to cancellation, return, or refund.

12.5 The Hardware is provided by default for non-commercial or private fleet use. Customer assumes sole responsibility for compliance with all local regulations, including California Type Evaluation Program (CTEP) requirements, before enabling public or commercial billing functionality. Customer shall not engage in commercial monetary billing prior to receiving all applicable government certifications. Customer agrees to indemnify, defend, and hold harmless Ivora against any administrative fines, regulatory penalties, or third-party claims resulting from unauthorized commercial billing activities.

13. THIRD-PARTY PRODUCTS AND SERVICES

13.1 Hardware and Services may depend on third-party manufacturers, installers, carriers, cellular networks, internet providers, payment processors, mapping services, cloud infrastructure, roaming platforms, utilities, and software. Third-party products and services may be subject to separate terms and privacy practices.

13.2 Ivora is not responsible for acts, omissions, outages, delays, pricing, security incidents, compatibility changes, or service discontinuation by an unaffiliated third party, except to the extent Ivora has expressly assumed responsibility in an Order.

13.3 Any third-party warranty applies solely according to its terms. Ivora may assist Customer in communicating with a third party, but such assistance does not expand Ivora’s obligations.

14. SUPPORT; MAINTENANCE; ON-SITE SERVICES

14.1 Ivora will provide the support expressly included in the applicable Order or support plan. Unless otherwise stated, standard support is remote and provided during Ivora’s published business hours.

14.2 Customer shall provide reasonable cooperation, diagnostic information, logs, photographs, remote access where appropriate, and access to qualified on-site personnel. Ivora is not responsible for delay caused by missing access or information.

14.3 On-site service, emergency dispatch, travel, lodging, shipping, lift equipment, traffic control, electrician work, and work outside the included scope are chargeable unless expressly included in the Order or Limited Hardware Warranty.

14.4 Ivora support is not an emergency response, fire, electrical-safety, towing, roadside-assistance, or life-safety service. Customer shall contact emergency services and de-energize unsafe equipment when appropriate.

15. HARDWARE WARRANTY

15.1 Renova-branded Hardware is manufactured by Manufacturer and resold by Ivora as an authorized, independent reseller. Ivora administers Customer-facing Hardware warranty claims as the initial point of contact under the then-current Ivora Limited Hardware Warranty applicable to the product and incorporated into the Agreement by reference. Unless the applicable Order or Limited Hardware Warranty states otherwise, the proposed standard warranty period is twenty-four (24) months from Delivery.

15.2 Warranty service may be performed or coordinated by Ivora, Manufacturer, or an authorized service provider and may require troubleshooting, proof of purchase, serial numbers, installation records, photographs, logs, remote access, de-energization, removal, shipment under an RMA, or access by authorized personnel.

15.3 The Limited Hardware Warranty may exclude damage or failure caused by improper installation, storage, transport after Delivery, misuse, accident, vandalism, vehicle impact, unauthorized repair or modification, use outside specifications, inadequate maintenance, power quality, surge, grounding, utility conditions, network failure, force majeure, or third-party equipment.

15.4 Unless the Limited Hardware Warranty expressly states otherwise, Ivora, directly or in coordination with Manufacturer, may satisfy a valid warranty claim, at Ivora’s option, by repair, replacement with a new, refurbished, remanufactured, or functionally equivalent product or part, or refund of the purchase price allocated to the nonconforming Hardware. Repaired or replaced items are warranted for the remainder of the original period or ninety (90) days, whichever is longer.

16. CUSTOMER DATA; USAGE DATA; PRIVACY

16.1 As between the parties, Customer retains ownership of Customer Data, including candidate Site addresses, proposed configurations, property or utility information, and assumptions submitted through the site-selection platform. Customer grants Ivora and its subprocessors a worldwide, non-exclusive right to host, copy, transmit, process, display, and otherwise use Customer Data as necessary to provide, secure, support, improve, and comply with law concerning the Hardware and Services.

16.2 Customer represents that it has all rights, notices, permissions, and lawful bases required to provide Customer Data and permit its processing. Customer is responsible for the accuracy, quality, legality, and instructions relating to Customer Data.

16.3 Ivora owns Usage Data and may collect and use Usage Data to operate, secure, analyze, improve, benchmark, and develop products and services, and for business and research purposes, provided that externally disclosed aggregated or de-identified information does not identify Customer or an individual.

16.4 Ivora will process personal information in accordance with the Ivora Privacy Policy and any applicable data-processing addendum. Customer shall not submit sensitive personal information unless expressly supported and agreed in writing. Ivora may share information with Manufacturer and authorized service providers as reasonably necessary for fulfillment, diagnostics, support, warranty, safety, recall, certification, and regulatory compliance.

16.5 Upon expiration or termination, Customer may request a standard export of available Customer Data within thirty (30) days, subject to technical feasibility, payment of amounts due, legal retention requirements, and Ivora’s standard export capabilities. Thereafter, Ivora may delete Customer Data in accordance with its retention practices.

17. INTELLECTUAL PROPERTY; DOCUMENTATION; FEEDBACK

17.1 Ivora and its licensors retain all right, title, and interest in and to the Hardware designs, firmware, Services, software, models, algorithms, APIs, interfaces, Documentation, databases, Usage Data, trademarks, know-how, and all modifications, updates, and derivative works thereof. No ownership right is transferred except title to fully paid Hardware.

17.2 Customer may use Documentation solely for its internal business purposes relating to the applicable Order. Customer shall not remove proprietary notices or distribute credentials, nonpublic specifications, or Documentation to competitors or unrelated third parties.

17.3 If Customer provides suggestions, ideas, corrections, enhancement requests, or other feedback, Customer grants Ivora a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate the feedback without restriction or obligation.

17.4 Ivora may use Customer’s name and logo only with Customer’s prior written consent, except that Ivora may identify Customer confidentially to professional advisers, insurers, lenders, auditors, and prospective investors subject to confidentiality obligations.

18. CONFIDENTIALITY

18.1 “Confidential Information” means nonpublic business, technical, financial, pricing, security, product, roadmap, customer, and operational information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential.

18.2 Recipient shall use Confidential Information only to perform or exercise rights under the Agreement; protect it using at least reasonable care; and disclose it only to personnel, Affiliates, contractors, professional advisers, and financing sources who need to know and are bound by confidentiality obligations.

18.3 Confidential Information does not include information that Recipient can document: (a) is or becomes public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without duty; or (d) is independently developed without use of the Confidential Information.

18.4 Recipient may disclose Confidential Information when legally required, provided Recipient gives advance notice where lawful and reasonable assistance at Discloser’s expense. Confidentiality obligations continue for three (3) years after disclosure, except trade secrets remain protected for so long as they qualify as trade secrets.

19. CUSTOMER REPRESENTATIONS AND COMPLIANCE

19.1 Customer represents and warrants that: (a) it is duly organized and authorized to enter the Agreement; (b) it will use the Hardware and Services only for lawful business purposes; (c) it has rights to the Site and Customer Data; and (d) its instructions, pricing, disclosures, and operation of charging services comply with applicable law.

19.2 Customer is responsible for compliance with all laws and requirements applicable to the Site and Customer’s charging operations, including electrical, building, fire, accessibility, parking, signage, consumer protection, pricing, taxes, metering, payment access, privacy, employment, environmental, utility, permit, equipment-certification, type-approval, device-registration, inspection, and sealing requirements. Customer shall not offer public or fee-based charging until all applicable requirements have been satisfied and shall not state or imply that Ivora has approved or certified such use except as expressly confirmed by Ivora in writing.

19.3 Each party shall comply with applicable anti-bribery, anti-corruption, export-control, and economic-sanctions laws. Customer shall not export, re-export, transfer, or use the Hardware or Services in a prohibited country, for a prohibited end user, or for a prohibited end use.

20. INDEMNIFICATION

20.1 Customer shall defend, indemnify, and hold harmless Ivora, its Affiliates, and their directors, officers, employees, and agents from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising out of or relating to: (a) the Site, installation, construction, utility work, or acts or omissions of Customer’s contractors; (b) Customer’s operation, pricing, sale, or provision of charging services; (c) Customer’s failure to obtain or maintain an approval, certification, registration, inspection, seal, permit, payment method, disclosure, or other requirement applicable to public or fee-based charging; (d) Customer’s use of, reliance on, distribution of, or representation concerning Siting Outputs, including a real-estate, lease, financing, construction, or investment decision; (e) Customer Data or Customer’s violation of privacy or consumer laws; (f) misuse, unauthorized modification, or use contrary to Documentation; (g) bodily injury, death, or property damage caused by Customer, its contractors, drivers, or Site conditions; or (h) Customer’s material breach of Sections 9, 11, 12, 16, 17, or 19.

20.2 Ivora shall defend Customer against a third-party claim that Customer’s authorized use of the Ivora-hosted Services directly infringes a United States patent, copyright, or trademark, and shall pay damages finally awarded or settlements approved by Ivora. Ivora has no obligation for claims arising from Customer Data, third-party products, combinations not supplied by Ivora, modifications not made by Ivora, continued use after notice, or use outside the Agreement.

20.3 If an infringement claim is made or likely, Ivora may: (a) obtain the right for continued use; (b) modify or replace the affected Service with materially equivalent functionality; or (c) terminate the affected Service and refund prepaid unused subscription fees. This Section states Customer’s exclusive remedy for intellectual-property infringement claims.

20.4 The indemnified party shall promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defense and settlement, except that no settlement may admit fault by or impose nonmonetary obligations on the indemnified party without consent.

21. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS LIMITED HARDWARE WARRANTY AND ANY EXPRESS COMMITMENT IN AN ORDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HARDWARE, SERVICES, DOCUMENTATION, DATA, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. IVORA AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

IVORA DOES NOT WARRANT THAT THE HARDWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPATIBLE WITH EVERY VEHICLE OR THIRD-PARTY SYSTEM, OR FREE FROM LOSS OF CONNECTIVITY; THAT PAYMENT TRANSACTIONS WILL ALWAYS BE COMPLETED; THAT SITE-SELECTION DATA OR SITING OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR A PARTICULAR SITE, TRANSACTION, OR INVESTMENT DECISION; THAT ANY ESTIMATED UTILIZATION, DEMAND, SESSIONS, ENERGY SALES, REVENUE, COST, PROFITABILITY, SAVINGS, OR RETURN ON INVESTMENT WILL BE ACHIEVED; OR THAT THE HARDWARE OR SERVICES ARE APPROVED, CERTIFIED, REGISTERED, INSPECTED, SEALED, OR OTHERWISE LAWFUL FOR PUBLIC OR FEE-BASED CHARGING IN EVERY JURISDICTION, UNLESS AN ORDER EXPRESSLY IDENTIFIES THE SPECIFIC HARDWARE MODEL, CONFIGURATION, JURISDICTION, AND APPROVAL.

CUSTOMER ACKNOWLEDGES THAT EV CHARGING EQUIPMENT DEPENDS ON SITE CONDITIONS, ELECTRICAL SUPPLY, UTILITY SERVICE, NETWORKS, VEHICLES, THIRD-PARTY PRODUCTS, INSTALLATION QUALITY, AND OTHER CONDITIONS OUTSIDE IVORA’S CONTROL.

CUSTOMER FURTHER ACKNOWLEDGES THAT IVORA IS AN AUTHORIZED, INDEPENDENT RESELLER OF RENOVA-BRANDED HARDWARE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF MANUFACTURER EXCEPT AS EXPRESSLY SET FORTH IN AN ORDER OR THE APPLICABLE LIMITED HARDWARE WARRANTY.

22. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, CHARGING INCOME, BUSINESS, GOODWILL, USE, DATA, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; COST OF SUBSTITUTE PRODUCTS OR SERVICES; LOSS OF INCENTIVES OR FINANCING; PROJECT DELAY; OR REAL-ESTATE, LEASE, ENGINEERING, CONSTRUCTION, FINANCING, OR INVESTMENT COSTS INCURRED IN RELIANCE ON A SITING OUTPUT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IVORA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SPECIFIC HARDWARE OR SERVICES GIVING RISE TO THE CLAIM. FOR A RECURRING SERVICE CLAIM, THE CAP WILL NOT EXCEED THE FEES PAID FOR THE AFFECTED SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

22.3 The exclusions and caps apply regardless of the legal theory and even if a limited remedy fails of its essential purpose. They do not limit: (a) Customer’s payment obligations; (b) Customer’s breach of Sections 9, 11, 16, 17, or 18; (c) a party’s indemnification obligations; (d) fraud or willful misconduct; or (e) liability that cannot lawfully be excluded or limited.

22.4 The parties acknowledge that the prices and allocation of risk in the Agreement reflect these limitations and that Ivora would not enter the Agreement without them.

23. TERM; RENEWAL; SUSPENSION; TERMINATION

23.1 These Terms begin when Customer first accepts them and continue while any Order remains in effect. Each subscription begins and continues for the term stated in the Order.

23.2 If an Order states that a subscription automatically renews, it will renew for successive periods stated in the Order unless either party gives the required non-renewal notice. No automatic renewal applies unless disclosed in the Order.

23.3 Either party may terminate an affected Order for the other party’s material breach if the breach remains uncured thirty (30) days after written notice, except nonpayment may be subject to a ten (10)-day cure period. A party may terminate immediately for insolvency, unlawful use, or a material security or safety threat that cannot reasonably be cured.

23.4 Upon expiration or termination: (a) Customer’s right to use the terminated Services ends; (b) Customer shall pay all accrued and non-cancellable amounts; (c) Ivora may disable network features after reasonable transition notice; and (d) each party shall return or destroy the other party’s Confidential Information, subject to legal retention and backup practices.

23.5 Termination of Services does not require Ivora to repurchase installed Hardware, refund properly earned fees, or continue network-dependent features without payment. Sections intended by their nature to survive will survive, including payment, intellectual property, confidentiality, indemnification, disclaimers, limitations, dispute resolution, and general provisions.

24. INSURANCE AND SAFETY

24.1 Customer shall maintain commercially reasonable insurance appropriate to its Site and charging operations, including property coverage and commercial general liability coverage, and shall require installation and service contractors to maintain legally required licenses, workers’ compensation, automobile coverage where applicable, and commercial general liability insurance.

24.2 Upon reasonable request for a material project or on-site service, Customer shall provide certificates of insurance. Insurance does not limit Customer’s obligations under the Agreement.

24.3 Customer shall promptly notify Ivora of any fire, electric shock, serious injury, significant property damage, suspected product-safety defect, or governmental investigation involving the Hardware, preserve relevant evidence, and cooperate in reasonable safety investigation and corrective action.

25. FORCE MAJEURE

25.1 Neither party is liable for delay or failure, other than Customer’s payment obligations for amounts already due, caused by events beyond its reasonable control, including natural disasters, fire, flood, earthquake, severe weather, epidemic, war, terrorism, civil unrest, labor disruption, cyberattack, utility outage, carrier delay, port congestion, supplier shortage, chip or component shortage, governmental action, embargo, or failure of communications or cloud infrastructure.

25.2 The affected party shall use commercially reasonable efforts to mitigate the effect and resume performance. If the event prevents a material portion of performance for more than ninety (90) consecutive days, either party may terminate the affected undelivered or unperformed portion of the Order upon written notice.

26. DISPUTE RESOLUTION; GOVERNING LAW

26.1 The Agreement and any dispute arising out of or relating to it are governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

26.2 Before starting arbitration, a party shall send a written notice describing the dispute and requested relief. Authorized business representatives shall attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of the notice.

26.3 BINDING ARBITRATION. EXCEPT FOR SMALL-CLAIMS MATTERS, COLLECTION OF UNDISPUTED AMOUNTS, OR A REQUEST FOR TEMPORARY OR INJUNCTIVE RELIEF TO PROTECT INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, SECURITY, OR SAFETY, ANY DISPUTE WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES BEFORE ONE ARBITRATOR. THE SEAT AND HEARING LOCATION WILL BE ORANGE COUNTY, CALIFORNIA, UNLESS THE PARTIES AGREE OTHERWISE. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

26.4 JURY AND CLASS WAIVER. EACH PARTY KNOWINGLY WAIVES THE RIGHT TO A TRIAL BY JURY. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS WITHOUT ALL PARTIES’ CONSENT.

26.5 If a dispute is not subject to arbitration, the state and federal courts located in the county identified in Section 26.3 have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

26.6 Nothing in this Section prevents a party from seeking emergency equitable relief, exercising statutory lien or repossession rights, reporting matters to a governmental authority, or bringing an eligible individual action in small-claims court.

27. NOTICES

27.1 Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified U.S. mail, return receipt requested. Notices are effective upon receipt.

27.2 Notices to Ivora: Ivora Solutions Inc., 250 W Santa Fe Ave, Unit 318, Fullerton, CA 92832; Attention: Legal; email copy to contact@ivoracharge.com. An email copy alone is not legal notice unless Ivora confirms receipt.

27.3 Notices to Customer may be sent to the legal, billing, or administrative contact in the Order. Operational notices, invoices, maintenance notices, and support communications may be sent electronically through the Services or by email.

28. GENERAL

28.1 The parties are independent contractors. Neither party may bind the other, and no partnership, joint venture, franchise, fiduciary, agency, or employment relationship is created.

28.2 Customer may not assign the Agreement, an Order, or its rights to the Services without Ivora’s prior written consent, except in connection with a merger or sale of substantially all assets if the assignee is not a competitor and assumes the Agreement. Ivora may assign the Agreement to an Affiliate or in connection with a merger, financing, reorganization, or sale of business or assets.

28.3 Ivora may use Affiliates, manufacturers, cloud providers, payment processors, logistics providers, and other subcontractors to perform the Agreement, but remains responsible for obligations Ivora expressly assumes.

28.4 No waiver is effective unless in writing, and a waiver on one occasion is not a waiver on another. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain effective.

28.5 The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous proposals, discussions, representations, and communications. Customer acknowledges that it has not relied on any promise not stated in the Agreement.

28.6 Headings are for convenience only. “Including” means “including without limitation.” A reference to “written” or “in writing” includes an electronic record unless a provision expressly requires a signed writing.

28.7 Ivora may update these online Terms prospectively. Material changes will apply to Orders accepted after the updated effective date and to subscription renewals after reasonable notice. Changes will not retroactively alter an existing fixed-term Order unless required by law or agreed in writing.

28.8 The Agreement may be executed and accepted electronically and in counterparts. Electronic records and signatures have the same effect as originals. Customer should retain or print a copy of the Terms accepted with each Order.

28.9 The English-language version controls. Any translation is provided for convenience only.

28.10 No person other than the parties and permitted successors and assigns is an intended third-party beneficiary of the Agreement.

29. CONTACT INFORMATION

Company: Ivora Solutions Inc.

Hardware Manufacturer (for Renova-branded Hardware): Renova Electronics Inc. Customer orders, returns, support requests, and warranty claims must be submitted through Ivora unless an Order or RMA expressly instructs otherwise.

Business Address: 250 W Santa Fe Ave, Unit 318, Fullerton, CA 92832

Customer Support: contact@ivoracharge.com / (608) 395-5374

Legal Notices: contact@ivoracharge.com

Terms URL: https://ivoracharge.com/legal/terms-of-sale

Limited Hardware Warranty URL: https://ivoracharge.com/legal/warranty

Return and Cancellation Policy URL: https://ivoracharge.com/legal/returns

Privacy Policy URL: https://ivoracharge.com/legal/privacy

END OF TERMS