Chargie's platform is now FedRAMP® Authorized by the U.S. General Services Administration.
LAST UPDATED: JULY, 2024
This Chargie Software End User License Agreement (the “Agreement” or “EULA”) is between You and the Chargie entity (“Chargie” or “we”) that owns the software that You are accessing (“Software”). By purchasing, installing, downloading or using any Chargie software product, You accept and agree to be bound by this Agreement. If You do so as an employee of or for the benefit of a company or business entity, You represent that You have the power and authority to accept this Agreement of behalf of such company or entity, and in such event “You” (referred to herein as either “You” or the “end user”) refers to such company or entity.
If You do not agree to be bound to this Agreement, then Chargie does not grant to You any of the rights contained herein, including without limitation, the right to use the software and documentation, and You may not do so. You agree to use the product only as intended as provided in the Documentation and this EULA. You acknowledge reviewing such specific terms and You accept them as part of this agreement. No reseller or distributor of Chargie products or any other person has the authority to expand Chargie’s obligations or liability under this Agreement or to change any of the terms of this Agreement and the end user shall not rely on any such action by such parties.
Chargie may modify this Agreement from time to time upon reasonable notice, including without limitation by posting a revised Agreement on its website, which amended Agreement will be effective as of the date of such posting and which You agree is binding upon You by way of Your continued use of the Software, including without limitation upon download and installation of any Software upgrades, updates, or modifications.
This Agreement governs Your license and use of Chargie’s Software, any support or maintenance for the Software, and any Additional Services, as well as any future purchases made by You that reference this Agreement. Software and any associated support or user documentation (“Documentation”) may be delivered as components of a product or be delivered or made available via other means and media. Software shall include any upgrades, updates, releases, or modifications provided by Chargie. Support for Chargie products may be requested by contacting Chargie at support@chargie.com. Extended premium support (fee based) may be offered by Chargie for some products. Product support is subject to product life cycle notices.
You agree to defend, indemnify, and hold harmless Chargie, its distributors and resellers, and each of their officers, directors, employees, agents, affiliates, representatives, and distributors (the “Chargie Indemnified Parties”) from and against any and all suits, actions, claims, costs, damages, losses, liabilities, and expenses (including attorney fees, litigation costs, and expert fees) suffered or incurred by any of the Chargie Indemnified Parties arising out of or relating (i) to Your breach of this Agreement, (ii) any non-Chargie content or data used by You or Your Secondary Users in connection with the Software.
The Software is not intended for and should not be used by anyone under the age of 16. You must ensure that all Authorized Users (defined below) are at least 16 years old.
1.1. Account Registration
You must register for an account with us to access the Software. Your registration information must be accurate, current and complete. You must keep Your registration current so that we may send notices, statements and other information to You by email or through Your account. You are responsible for all actions taken through Your account. If You order Software through a Reseller (defined in Section 5.4), then You are solely responsible for (i) any access by Reseller to Your account and (ii) any related rights or obligations in Your applicable agreement with the Reseller.
1.2. Authorized Users
Only You and Your authorized employees and contractors (collectively, “Authorized Users”), are the only individuals allowed to access and use the Software pursuant to this Agreement. The Software may allow You to designate different types of Authorized Users, in which case functionality may vary according to the type of Authorized User. You are responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with Your data, and for all fees incurred by Authorized Users (or from adding Authorized Users). All use of Software by Authorized Users must be solely for the benefit of You (except as expressly permitted in Section 1.3 below) and must be within the limit of Authorized Users, the total number of active licenses, and the license term set forth in the agreed upon terms (“Scope of Use”).
1.3. Secondary Users
Certain Software may be used related to Your own products and services. Subject to the terms and conditions of this Agreement, You may grant Your own customers (“Secondary Users”) limited rights to use the Software solely so that they may view and interact with such resources. You may not permit Secondary Users to use the Software for purposes unrelated to Your own offerings or grant Secondary Users administrator, configuration or similar use of the Software. You may not charge Secondary Users a fee for use of the Software. You are responsible under Section 1.2 (Authorized Users) for all Secondary Users as “Authorized Users” and are otherwise solely responsible for Your own products, support offerings and Secondary User relationships. Notwithstanding anything to the contrary in this Agreement, Chargie has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users.
2.1. Ownership. Chargie does and shall always and under all circumstances retain all right, title, and interest in all patents, copyrights, trademarks, trade names, trade secrets and any other intellectual property rights in or related to the Software, the Documentation, all Chargie products associated therewith, any services provided by Chargie, and all upgrades, updates, or improvements, or modifications of any of the foregoing. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
2.2. Your License Rights
Subject to the terms and conditions of this Agreement, Chargie grants You a limited, non-exclusive, non-sublicensable and non-transferable license to use the Software during the applicable License Term for Your own business purposes, in accordance with this Agreement, Your applicable Scope of Use, the Documentation, and all applicable laws.
2.3. Restrictions. Except as otherwise expressly permitted in this Agreement, You will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service You provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit Your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; (j) encourage or assist any third party to do any of the foregoing; or (k) reveal serial numbers, accounts, passwords, device identification numbers, or other information that could jeopardize the integrity of Your Chargie account.
2.4. Number of Instances. Unless otherwise specified in Your order, for each Software license that You purchase, You may install one (1) production instance of the Software per EVSE port on systems owned or operated by You or one of Your Authorized Users.
2.5. Product-Specific Terms. Some Software may be subject to additional terms specific to that Software as set forth in the product-specific terms provided with that product. By accessing or using a product covered by the product-specific terms, You agree to such product-specific terms.
2.6. Attribution. In any use of the Software, You must not remove, obscure, or alter in any way the Chargie logo on all user interfaces to the Software, which must in every case include a hyperlink to https://www.chargie.com, and which must be in the same format as delivered in the Software.
2.7. System Requirements. You are solely responsible for ensuring that Your systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. Chargie will have no obligations or responsibility under this Agreement for issues caused by Your use of any third-party hardware or software not provided by Chargie.
You acknowledge and agree that Chargie and/or its Affiliates, may collect and use technical information that You provide or that Chargie and/or its Affiliates gather in relation to support services related to the Software. To the extent You own any such technical information, You hereby forever and irrevocably assign to Chargie and/or its applicable Affiliate all right, title, and interest, in and to such technical information. Chargie agrees not to use this information in a form that personally identifies You except to the extent necessary to provide such services. To the extent Chargie uses Your personally identifiable information, it shall do so only in accordance with applicable law, including any applicable data protection laws and regulations. “Affiliates” herein is defined as any entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
4.1. Support and Maintenance. During the period for which You have paid the applicable Software licensing fee, Chargie will provide support and maintenance for the Software including access to feature enhancements, bug fixes and new releases, if and when available.
4.2. Additional Services. Subject to this Agreement, You may purchase Technical Account Manager (“TAM”) services, Support and Maintenance or other services related to the Software provided to You by Chargie, as identified in an order (“Additional Services”) from Chargie, which Chargie will provide to You pursuant to the applicable order. Additional Services may be subject to additional policies and terms as specified by Chargie.
(a) Chargie Deliverables. Chargie will retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments that Chargie provides in connection with any Additional Services (“Chargie Deliverables”). You may use any Chargie Deliverables provided to You only in connection with the Software, subject to the same usage rights and restrictions as for the Software.
5.1. Increased Scope of Use. During the period in which You are authorized to utilize the Software, (“License Term”), You may increase Your Scope of Use (e.g., adding Authorized Users, number of licenses, extending the license term) by placing a new order or, if made available by Chargie, directly through the applicable Software. Any increases to Your Scope of Use may be subject to additional fees, as set forth in the applicable order.
5.2. Taxes. Your fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Chargie, You must pay to Chargie the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, You may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, You will have the right to provide to Chargie any such exemption information, and Chargie will use reasonable efforts to provide such invoicing documents as may enable You to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
5.3. Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and Chargie will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Chargie qualifies for a tax exemption, or a reduced treaty withholding rate, Chargie will provide You with reasonable documentary proof. You will provide Chargie reasonable evidence that You have paid the relevant authority for the sum withheld or deducted.
5.4. Reseller Orders. This Section 5.4 applies if You purchase the Software, Support and Maintenance or any Additional Services through an authorized partner or reseller of Chargie (“Reseller”).
5.5. Future Functionality; Separate Purchases. You acknowledge that the Software and Additional Services referenced in an order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Software and Additional Services are separate and not contingent on each other, even if listed on the same order). You agree that Your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Software beyond the current License Term or any New Releases), or dependent on any oral or written public comments made by Chargie regarding future functionality or features.
At our request, You agree to provide a signed certification that You are using all Software pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit Your use of the Software (including that of Your Authorized Users). We will provide You with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that You have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at Your own cost. If You exceed Your Scope of Use, we may invoice You for any past or ongoing excessive use, and You will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Chargie at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section 6 to such licensors.
From time to time, You may choose to submit Feedback to us. You hereby grant to Chargie the unlimited, worldwide, right and exclusive license to, in connection with any of its products or services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered Your Confidential Information, and nothing in this Agreement limits Chargie's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Chargie Technology and any performance information relating to the Software will be deemed Confidential Information of Chargie without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 8 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 8. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
9.1. General Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If You are an entity, You represent and warrant that this Agreement and each order is entered into by an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of this Agreement.
9.2. Virus Warranty. Chargie further represents and warrants that it will take reasonable commercial efforts to provide the Software, in the form and when provided to You, free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, Your sole and exclusive remedy, and Chargie’s sole obligation, is to provide a replacement copy of the Software promptly upon notice.
9.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1 (GENERAL WARRANTIES) AND 9.2 (VIRUS WARRANTY), ALL SOFTWARE, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND CHARGIE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. CHARGIE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CHARGIE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CHARGIE NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2 (VIRUS WARRANTY), THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
10.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
10.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND CHARGIE’S SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
10.3. Excluded Claims. “Excluded Claims” means (1) amounts owed by You under any orders, (2) either party’s express indemnification obligations in this Agreement, and (3) Your breach of Section 2.3 (Restrictions) or Combining the Products with open source Software.
10.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 10 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
We will defend You against any claim brought against You by a third party alleging that the Software, when used as authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (an “IP Claim”), and we will indemnify You and hold You harmless against any damages and costs finally awarded on the IP Claim by a court of competent jurisdiction or agreed to via settlement executed by Chargie (including reasonable attorneys’ fees), provided that we have received from You: (a) prompt written notice of the IP Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the IP Claim, including providing us a copy of the IP Claim, all relevant evidence in Your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within Your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the IP Claim. If Your use of the Software is (or in our opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right or license for Your continued use of the Software in accordance with this Agreement; (ii) substitute substantially functionally similar Software; or (iii) terminate Your right to continue using the Software and refund any license fees pre-paid by You for use of the Software for the terminated portion of the applicable License Term or, in the case of any “perpetual” licenses, the license fee paid by You as reduced to reflect a three (3) year straight-line depreciation from the license purchase date. Chargie’s indemnification obligations above do not apply: (1) if the total aggregate fees received by Chargie with respect to Your license to Software in the twelve (12) month period immediately preceding the IP Claim is less than US$50,000; (2) if the Software is modified by any party other than Chargie, but solely to the extent the alleged infringement is caused by such modification; (3) if the Software is used in combination with any non-Chargie product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Software; (5) to any IP Claim arising as a result of (y) circumstances covered by Your indemnification obligations herein or (z) any third-party deliverables or components contained with the Software; (6) to any unsupported release of the Software; or (7) if You settle or make any admissions with respect to an IP Claim without Chargie’s prior written consent. THIS SECTION 11 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SOFTWARE OR OTHER ITEMS PROVIDED BY CHARGIE UNDER THIS AGREEMENT.
We may identify You and/or use your business logo as an Chargie customer in our promotional materials. We will promptly stop doing so upon Your request sent to press@chargie.com.
13.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement pursuant to Section 13.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 13.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
13.2. Governing Law; Jurisdiction. If You are domiciled outside of Europe, the Middle East or Africa (a) these Terms will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Los Angeles, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Los Angeles, California, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. If You are domiciled in Europe, the Middle East, or Africa (a) these Terms will be governed by and construed in accordance with the applicable laws of Ireland, without giving effect to the principles relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of Ireland, and each party irrevocably submits to the sole and exclusive jurisdiction of the courts of Ireland, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees.
13.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 13.1 (Informal Resolution) and Section 13.2 (Governing Law; Jurisdiction), nothing in this Agreement will prevent Chargie from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
13.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.
The Software is subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and You agree to comply with all applicable export and import laws and regulations in Your download of, access to, and use of the Software. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that You are not located in, under the control of, or a national or resident of any such prohibited country. You also certify that You are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Software for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
The Software includes code and libraries licensed to us by third parties, including open source software. You acknowledge and agree that Chargie is not responsible for such third party materials, including their accuracy, completeness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Chargie does not assume and will not have any liability or responsibility to you or any other person or entity for any such third party materials.
16.1. Modifications Generally. We may modify the terms and conditions of this Agreement including Chargie’s Privacy Policy, Terms and Conditions, and (unless otherwise specified) any other policies or terms referenced in this Agreement (“Chargie Policies”) from time to time, with notice given to You by email, through the Software or through our website. Together with notice, we will specify the effective date of the modifications.
Paid Licenses: Typically, when we make modifications to the main body of this Agreement (excluding the Chargie Policies), the modifications will take effect at the next renewal of Your License Term and will automatically apply as of the renewal date unless You elect not to renew. In some cases – e.g., to address compliance with applicable laws, or as necessary for new features – we may specify that such modifications become effective during Your then-current License Term. If the effective date of such modifications is during Your then-current License Term and You object to the modifications, then (as Your exclusive remedy) You may terminate Your affected orders upon notice to us, and we will refund to You any fees You have pre-paid for use of the affected Software for the terminated portion of the applicable License Term. To exercise this right, You must provide us with notice of Your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any order is subject to the version of this Agreement in effect at the time of the order.
Chargie Policies: Our products and business are constantly evolving, and we may modify the Chargie Policies from time to time, including during Your then-current License Term in order to respond to changes in our products, our business, or applicable law. In this case, unless required by Laws, we agree not to make modifications to the Chargie Policies that, considered as a whole, would substantially diminish our obligations during Your then-current License Term. Modifications to the Chargie Policies will take effect automatically as of the effective date specified for the updated policies.
17.1. Notices. Any notice under this Agreement must be given in writing. We may provide notice to You via email or through Your account. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to You will be deemed given upon the first business day after we send it. You will provide notice to us by post to Chargie, 3947 Landmark St. Culver City, CA, USA 90232, Attn: General Counsel. Your notices to us will be deemed given upon our receipt.
17.2. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
17.3. Assignment. You may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, You may assign this Agreement in its entirety to Your successor resulting from Your merger, acquisition, or sale of all or substantially all of Your assets or voting securities, provided that You provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of Your obligations under this Agreement. Any attempt by You to transfer or assign this Agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under this Agreement (in whole or in part) without Your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under this Agreement, in which case we will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.
17.4. Government End Users. Any United States federal, state, or local government customers are subject to the Government Amendment in addition to this Agreement.
17.5. Entire Agreement. This Agreement is the entire agreement between You and Chargie relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations between You and Chargie with respect to the Software or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by You will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
17.6. Conflicts. In event of any conflict between the main body of this Agreement and either the Chargie Policies or Product-Specific Terms, the Chargie Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.
17.7. Waivers; Modifications. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 21 (Changes to this Agreement), any amendments or modifications to this Agreement must be executed in writing by the authorized representatives of Chargie and You.
17.8. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
17.9. Independent Contractors. The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.