TERMS AND CONDITIONS

These Terms and Conditions (this “Agreement”) concern the website located at www.mergefleet.com (including all of the website’s pages and features, the “Site”) operated by Merge Electric Fleet Solutions (“Company”) and all associated services and products provided on, through, or in relation to the Site (the “Services”). This Agreement is made and entered into by and between you and any person helping you access or use the Site or the Services (collectively, “you” or “your”), on the one side, and Company on the other side. You and Company are sometimes referred to herein, individually, as a “Party” and, collectively as the “Parties”.

Please read this Agreement carefully before accessing or using the Site and/or the Services because it constitutes a legally binding contract between you and Company. THIS INCLUDES THE “DISPUTE RESOLUTION” CLAUSE CONTAINED IN THIS AGREEMENT, WHICH PROVIDES FOR BINDING ARBITRATION AND WAIVERS OF JURY TRIALS AND CLASS ACTIONS.

You are automatically accepting and agreeing to the most recent version of this Agreement whenever you access or use the Site and/or the Services; and your continuing access or use of any of the foregoing reaffirms your acceptance and agreement in each instance.

If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from accessing or using the Site and/or the Services.

Company may supplement, amend or otherwise modify this Agreement at any time. Such modifications will be posted on this or another page of the Site, as Company deems appropriate in its sole discretion, and such modifications shall be deemed effective as of their stated effective or modification dates. It is your responsibility to carefully review this Agreement each time you access or use the Site or the Services.

The Site and the contents on the Site are intended solely for personal, non-commercial use. You may download or copy the content of the Site and other downloadable materials displayed on the Site for your personal use only. No right, title, or interest in any such downloaded content is transferred to you as a result of any such downloading or copying. You may not reproduce (except as expressly provided hereunder), publish, transmit, distribute, display, modify, create derivative works from, sell, or exploit in any way any of such content or the Site.

1. Eligibility.

The Site is offered only to users eighteen (18) years of age or older, or otherwise the age of majority in each user’s respective jurisdiction, and who have accepted this Agreement. By accessing or using the Site or the Services, you represent and warrant to Company that you meet these eligibility requirements. You agree to comply with all applicable laws for accessing and using the Site or the Services.

2. Privacy.

Company respects the privacy of others. Company’s policies concerning the collection and use of your personal information in connection with the Site are set forth in Company’s Privacy Policy, which you should carefully review each time you access or use the Site or the Services.

3. Your Devices.

Certain portions of the Site may be configured for, and Company may offer the Site through, certain computers, tablets, smart phones or other electronic devices (“Device(s)”), and this Agreement shall apply with equal force and measure to your access and use of the Site through such Devices. You are responsible for obtaining and updating the Device, software, operating system, carrier and network access necessary to properly access and use the Site. Company does not guarantee that the Site or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier, or network. If you access or use the Site through a particular Device, then you hereby acknowledge and agree that information about your use of the Site through that Device or its carrier or network (such as, by way of example only, the identity of your Device, or your Device’s carrier or network) may be communicated to Company and/or certain third parties (such as, by way of example only, your Device’s carrier or network). All or any part of the voice, message and data fees, rates, charges and taxes of your Device’s carrier or network, or another third party, may apply to your access or use of the Site. Company is not responsible for, and you further accept full responsibility for, all Device carrier and network fees, rates, charges and taxes which may apply, if any.

4. Ownership.

The Site and all elements and derivatives of the Site (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation, and expressions), as well as all copyrights, trademarks, trade secrets, and other intellectual properties of the foregoing, are owned, licensed, or permissibly used by Company. In no event shall you have or retain any rights, title, or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement. No rights or permissions granted to you under this Agreement are coupled with an interest. Nothing contained in this Agreement shall be construed as a waiver or limitation of Company’s or its licensors’ respective rights and remedies under applicable law. For the avoidance of doubt, this Agreement permits you to use the Site and the Services for your personal, non-commercial use only.

5. Rights, Permissions, and Consents.

6. Suspension or Termination of Service; Disclaimer.

Company has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site. Company shall not be liable to you or any third party for any loss or damage that is caused by or arises from or in connection with any such suspension or termination (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service, or loss of content).

7. Products and Services.

Company or its affiliates or licensees might offer, market, or otherwise make available various products or services (which may include Company’s own products and services or the products and services of third parties) on, through, or in relation to the Site, some of which might only be made available to you upon completion and submission of an online form or other instructions provided to you by Company. Company has the right to refuse its products and services to you or to any geographic region or jurisdiction, including if it suspects that you are in any way involved in fraudulent or illegal activity and may contact your payment method issuer, law enforcement, or others and share information relating to your payments, as applicable, if Company believes doing so will prevent a violation of the law or financial loss. Prices for, and descriptions of, any products or services offered or marketed on or through the Site are subject to change without notice and in the sole discretion of Company. Company reserves the right to discontinue any product or service at any time.

8. Electronic Communications.

9. Prohibited Activities.

You shall not engage in any of the following activities at any time with respect to the Site: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Company or its licensors with respect to the Site); (c) the reproduction of the Site or any communications, information or content found thereon or therein, in whole or in part, or the creation of any derivative works of the foregoing (unless expressly authorized by Company herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening, or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer, or randomly generated content; (g) supplying or publishing any information or statement on, through, or in relation to the Site that is false, misleading, deceptive, or incorrect; (h) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications; (i) the systematic retrieval or copying of any information or content found on, through, or in relation to the Site or its servers to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (j) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, interfere with or impermissibly access, in whole or in part, the Site or its servers; (k) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like on, through, or in relation to the Site or its servers; (l) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site or its servers; (m) any act that gains or attempts to gain unauthorized access to computer systems, networks, information, or materials on, through, or in relation to the Site or its servers; or (n) any other act that Company becomes aware of and believes in good faith is improper, illegal, or harmful to the Site or its servers, or any person, entity, or property.

10. Links to Other Sites, Apps, Networks, Platforms and Servers.

11. Take Down.

Company reserves the right, but not the obligation, to take down or otherwise exclude from the Site, without notice or recourse, any communications, statements, names, photographs, information, and/or content made or submitted by you or others on or through the Site that Company believes, at any time and in its sole discretion, to be infringing or otherwise in violation of the proprietary rights, the right of privacy, or the right of publicity of any person or entity; defamatory, disparaging, or embarrassing of or towards any person or entity; profane, indecent or obscene; derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; false, misleading or deceptive; or otherwise illegal or something that Company considers unsuitable for the Site.

12. User Representations, Warranties, and Covenants.

You represent, warrant and covenant to Company that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that, by accepting this Agreement, you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state, or local laws which may concern the Site, its respective servers, or any information, communications, or content found on or through them; (g) Company is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under this Agreement; (h) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (i) all information you provide to Company in connection with your access or use of the Site and/or the Services is truthful and accurate; and (j) you are not listed on any United States government list of prohibited or restricted parties.

13. Disclaimers and Limitations.

14. General Release of Claims.

You hereby release and hold harmless Company, Company’s parents, subsidiaries, and other affiliates, and their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, unpaid benefits, unpaid wages, overtime, discrimination, personal injury, property damage, negligence, and/or any other legal theory arising from or in connection with the Site, the products or services made available on, through, or in relation to the Site (including, without limitation, the Services), and/or the rights and privileges that may be granted or conveyed by you under this Agreement. Further, you waive your right to, and in no event shall you seek to, (a) enjoin Company, any of Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees or (b) exercise any of the rights or privileges that may be granted or conveyed by you under this Agreement.

You also hereby waive any rights you may have under Section 1542 of the California Civil Code and any other statute or common law principle of similar effect, which provides:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”.

15. Indemnification.

You hereby agree to indemnify, release, and hold harmless Company, Company’s parents, subsidiaries, and other affiliates, and their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties, and expenses (including costs and reasonable outside attorney fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors, or omissions, (b) your use of the Site or any products or services made available on, through, or in relation to the Site (including, without limitation, the Services) in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.

16. Force Majeure.

Company shall not be liable for delays in performance caused by any act of God, fire or other casualty, accident, strike, shortage of labor or materials, governmental action, industrial disturbance, pandemic, epidemic, or any other cause beyond Company’s reasonable control, and the time for Company’s performance shall be extended by the period of any such delay. Company reserves the right to apportion its production among its customers as it may determine.

17. Termination; Survival.

If this Agreement is terminated for any or no reason, then all rights granted to you under this Agreement shall automatically revert back to Company, and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to or accrued in favor of Company, any of Company’s parents, subsidiaries, or other affiliates, or any of their respective officers, directors, managers, owners, partners, agents, employees, representatives, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications, and promises made by you under this Agreement.

18. Governing Law.

This Agreement, the additional terms, conditions, and policies referenced herein (including the Site’s Privacy Policy), your access or use of the Site or any Services, your registration with the Site, any transactions made on, through, or in relation to the Site, any products or services offered or marketed on, through, or in relation to the Site (including, without limitation, the Services), the Parties’ relationship, and all disputes, controversies, and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) are governed by the laws of the State of Texas in the United States of America and the applicable federal laws of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis.

19. Dispute Resolution.

20. Notice.

Unless otherwise expressly stated in this Agreement, Company may give or deliver all other notices to you by means of a general notice posted on this or another page of the Site or by email to your email address as you may provide to Company on or through the Site, and such notices shall be deemed effective as of their stated effective dates.

21. Relationship.

In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Site, or a Party’s access or use of the Site or the Services create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between you and Company.

22. Miscellaneous.

23. Contact Us.

Please direct any questions you may have about the Site or this Agreement to info@mergefleet.com with a subject line of “Website Question”. The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Agreement.

24. Modification Date.

This Agreement was last updated on April 27, 2021.