Nuvve End User License Agreement
This END USER LICENSE AGREEMENT (“EULA”) is a binding agreement between Nuvve Holding Corp, having a place of business at 2488 Historic Decatur Rd, Suite 200, San Diego, CA 92106, USA (“Nuvve”, “we”, “us”, or “our” ), and the person or other legal entity using Nuvve’s Software (as defined herein) (“you” or “your”).
THIS IS A LEGAL AGREEMENT. BY ACCESSING OR USING THE NUVVE SOFTWARE, OR BY OTHERWISE CLICKING “ACCEPT” TO THIS EULA OR INCORPORATING IT INTO A SEPARATE CONTRACT, YOU ARE ACCEPTING THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT AND YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS EULA AND ITS TERMS.
YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTAND THIS EULA, AND THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE NUVVE SOFTWARE AND TO ENTER INTO THIS EULA.
IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THIS EULA, YOU MUST IMMEDIATELY CEASE ACCESSING OR USING THE NUVVE SOFTWARE.
1. License. Subject to your compliance with the terms of this EULA, Nuvve grants you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable right and license for you to use the Nuvve Software solely as necessary for its intended purpose. As used herein “Nuvve Software” means Nuvve’s proprietary software, including all updates thereto, that is (i) provisioned as a web-based dashboard or mobile application; or (ii) incorporated into Nuvve’s proprietary bi directional electric vehicle charging stations.
2. Updates. NUVVE may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Nuvve Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Nuvve Software. If you do not cease using the Nuvve Software, you will receive Updates automatically. Your continued use of the Nuvve Software is your agreement to this EULA.
3. Use Restrictions. You may not: (i) decompile, reverse engineer, create derivate works from, disassemble, copy, adapt, translate, distribute or modify the Nuvve Software, or attempt to derive or access the Nuvve Software’s source code;(ii) resell, lease, sublicense or otherwise transfer or make the Nuvve Software available to a third party; (iii) bypass, remove, distort any copyright or software protection statements embedded in the Nuvve Software; (iv) publicly display visual output of the Software without crediting Nuvve’s name;(ix) use the Nuvve Software in any manner that infringes, misappropriates, or otherwise violates any copyrights, trademarks, trade names, service marks, patents, trade secrets, proprietary marks, logos, or any related applications, registrations, moral rights, or common law rights, on a worldwide basis (“Intellectual Property Rights”) of any third party; (x) use the Nuvve Software for purposes of benchmarking or competitive analysis of the Nuvve Software, developing, using, or providing a competing Nuvve Software product or service, or any other purpose that is to Licensor’s detriment or commercial disadvantage; (xi) use the Nuvve Software to harvest information of the users of the Nuvve Software or to spam other users of the Nuvve Software; (xii) upload, distribute, transmit, or post anything to or through the Nuvve Software that is protected by Intellectual Property Rights without the express prior written consent of the owner of such Intellectual Property Rights; (xiii) engage in any conduct while using the Nuvve Software that Licensor considers inappropriate, unauthorized, or contrary to the intended purpose of the Nuvve Software or (xiv) use the Nuvve Software for any purposes associated with development or production of weapons or their delivery systems, including, without limitation, chemical, biological or nuclear weapons. You shall adhere to all the provisions of this Agreement and immediately report to Nuvve all unauthorized use of the Nuvve Software of which you become aware. Your obligations hereunder continue to survive after your use of the Nuvve Software terminates.
4.1. Ownership of Nuvve Software. Nuvve and its licensors own all right, title and interest in and to, and retain ownership of, the Nuvve Software, and all Intellectual Property Rights thereto, including all enhancements, derivative works, improvements and modifications. You acknowledge and agrees that the Nuvve Software is proprietary to Nuvve and its licensors, and are protected under copyright law, trade secret law and other applicable laws governing confidential and proprietary information. You shall not remove or modify any copyright, trademark or other proprietary markings or notices in the Software.
4.2. Usage Data. You acknowledge and agrees that Nuvve shall own exclusive rights, including all Intellectual Property Rights, in and to all data and information relating to your use of the Services (“Usage Data”) and shall be entitled to the unrestricted use and dissemination of all Usage Data for any purpose, commercial or otherwise. If any Usage Data includes data that personally identifies You, Nuvve will engage in commercially reasonable efforts to de-identify, anonymize, or aggregate such data prior to its use or dissemination unless otherwise required by law.
4.3. Feedback. You grant to Nuvve a worldwide, perpetual, royalty-free, fully paid-up, assignable, sub-licensable, transferable, irrevocable right and license to use and incorporate into the Nuvve Software or any Nuvve products or services, any suggestions, enhancement requests, recommendations, corrections or other feedback provided by or on behalf of You (“Feedback“). Notwithstanding the foregoing, nothing in this EULA requires Nuvve to act on any Feedback provided by you.
4.4. Use of Names. Nothing in this EULA grants you any right to use the names, trademarks, trade names, service marks, insignia, or logos of Nuvve. you shall not refer to Nuvve in any marketing, promotional, advertisement, press release, website, or other similar or dissimilar materials.
5. Confidentiality. “Confidential Information” shall mean the Nuvve Software and all other information disclosed to you that Nuvve characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 5 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of Nuvve. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You must notify Nuvve in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA and will cooperate with Nuvve in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify Nuvve prior to such disclosure to allow Nuvve an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with Nuvve in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
6. Suspension or Termination.
6.1. To the maximum extent permitted by applicable law, Nuvve, in Nuvve’s sole and exclusive discretion, may immediately suspend or terminate this EULA and your access to the Nuvve Software, with or without notice to you, upon any actual, threatened or suspected misuse of the Nuvve Software in violation of the license rights granted here or applicable law, or to otherwise ensure the reliability and security of the Nuvve Software.
6.2. Nuvve may terminate this EULA upon your failure to cure a material breach of this EULA if you fail to cure such material breach within ten (10) days of the date that notice of such material breach is provided by Nuvve. The license and all use rights granted in Section 1 of this EULA shall immediately terminate upon the termination of this EULA. In the event Nuvve terminates this EULA for cause, you must immediately stop using the services and Nuvve Software.
7. Nuvve Software Requirements.
7.1. Access. The Nuvve Software will not be accessible without (i) an enabled and supported electric vehicle and charging station; and (ii) other system elements that may be specified by Nuvve from time to time. It is your responsibility to ensure that it has all required elements and that they are compatible and properly configured. You acknowledge that the Nuvve Software and associated services may not properly function or operate when the requirements and compatibility have not been met. If you modify, substitute, move, or otherwise change any of the required system elements, it is your sole duty and responsibility to be sure they are compatible and properly configured to work with the Nuvve Software.
8. Representations. Each party represents to the other that: (a) where the party is an organization, it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into and perform its obligations under this EULA; (b) this EULA constitutes a valid obligation, binding upon and enforceable against each such party in accordance with its terms; and (c) the performance of each such party’s obligations do not breach any contract between such party and any third party.
9. DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH IN SECTION 8, OR AS MAY OTHERWISE BE EXPRESSLY AGREED UPON IN WRITING BY AN AUTHORIZED NUVVE REPRESENTATIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUVVE DISCLAIMS ALL REPRESENTATIONS, GUARANTEES, COVENANTS, WARRANTIES AND CONDITIONS ARISING UNDER THIS EULA AND RELATED TO THE NUVVE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE NUVVE SOFTWARE IS PROVIDED “AS IS”. EXCEPT AS MAY OTHERWISE BE EXPRESSLY AGREED UPON IN WRITING BY AN AUTHORIZED NUVVE REPRESENTATIVE, NUVVE DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC LEVEL OF FUNCTIONALITY, AVAILABILITY, ENERGY SAVINGS OR OTHER MONETARY BENEFIT FROM THE USE OF THE NUVVE SOFTWARE OR ANY OF ITS FEATURES. NUVVE DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE NUVVE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE FROM VIRUSES. NUVVE DOES NOT WARRANT THAT ERRORS IN THE NUVVE SOFTWARE WILL BE CORRECTED.
THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS, GUARANTEES, COVENANTS OR REPRESENTATIONS WITH RESPECT TO CONSUMERS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
10. Indemnification. YOU WILL DEFEND NUVVE AND ITS REPRESENTATIVES FROM ANY ACTION, DEMAND, CLAIM OR LAWSUIT (“CLAIMS”) AND INDEMNIFY AND HOLD HARMLESS NUVVE AND NUVVE’S AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS (“REPRESENTATIVES”) FROM ANY LOSSES, LIABILITIES, JUDGEMENTS, SETTLEMENTS, COSTS AND EXPENSES, INCLUDING COURT COSTS AND ATTORNEYS’ OR LEGAL FEES (“LOSSES”) ARISING FROM OR RELATED TO: (I) YOUYOUR INFRINGEMENT OR MISAPPROPRIATION OF NUVVE’S INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION BREACH OF THE LICENSE GRANT OR USE RESTRICTIONS HEREIN; (II) YOUR BREACH OF THIS EULA; (III) YOUR VIOLATION OF APPLICABLE LAWS; (V) YOUYOUR RECKLESSNESS, FRAUD OR WILLFUL MISCONDUCT; (VI) THIRD-PARTY CLAIMS OF INJURY OR DEATH, OR DAMAGE TO PROPERTY, CAUSED BY THE ACTS OR OMISSIONS OF YOU; (VII) YOUYOUR USE OF THE NUVVE SOFTWARE; AND (VIII) THIRD-PARTY CLAIMS (INCLUDING BUT NOT LIMITED TO EMPLOYEE CLAIMS) ARISING FROM YOUYOUR FAILURE TO SECURE CONSENT OR PROVIDE NOTICE FOR NUVVE’S USE OR PROCESSING OF DATA COLLECTED FROM THE NUVVE SOFTWARE, INCLUDING ANY PERSONAL INFORMATION. NUVVE RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, IN THE EVENT THAT YOU DOES NOT PROMPTLY AGREE IN WRITING TO TAKE RESPONSIBILITY FOR ANY CLAIM SUBJECT TO INDEMNIFICATION FOR WHICH NUVVE PROVIDES NOTICE OF HEREUNDER AND NUVVE WILL BE ENTITLED TO INDEMNIFICATION FOR SUCH.
11. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NUVVE OR ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL LOSS OR DAMAGE, NOR FOR CLAIMS OF LOST PROFITS, LOST TIME, LOST DATA, LOST REVENUE OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE ACTIVATES CONTEMPLATED BY THIS EULA OR THE NUVVE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF NUVVE HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.
12. LIMITATION OF LIABILITY. UNLESS OTHERWISE AGREED UPON BY AN AUTHORIZED NUVVE REPRESENTATIVE IN WRITING, NUVVE’S MAXIMUM, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE ACTIVITIES CONTEMPLATED BY THIS EULA OR THE NUVVE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO $100 U.S.D., EVEN IF ANY REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE. SUBJECT TO APPLICABLE
LAW, ANY CLAIM MADE BY YOU SHALL BE MADE BY FILING A DEMAND WITHIN ONE (1) YEAR FOLLOWING THE OCCURRENCE FIRST GIVING RISE TO THE CLAIM.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES WITH RESPECT TO CONSUMERS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
13. General Terms.
13.1. Compliance with Laws. You agree to comply with all laws applicable to its use of the Nuvve Software and its performance under this EULA.
13.2. Assignment. You may not assign this EULA, in whole or in part, without Nuvve’s prior written consent. Any attempted assignment by you in violation of this Section is void. Nuvve may assign this EULA, in whole or in part, without obtaining your consent.
13.3. Force Majeure. No delay, failure, or default by Nuvve will constitute a breach of this EULA to the extent it results of causes beyond its reasonable control, including acts of War, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, telecommunications issues, earthquake or the like.
13.4. Injunctive Relief. Breach of the confidentiality obligations or Nuvve’s Intellectual Property Rights may cause irreparable harm to Nuvve, and as such, Nuvve is entitled to seek injunctive relief for any breach or threatened breach of such provisions without the need to post bond or other security, or the need to prove actual damages.
Governing Law. This EULA is governed by the law of the State of California without regard to the conflicts of law provisions thereof. The United Nations Convention on Contracts for the International Sales of Goods and the Uniform Computer Transactions Act do not apply to this Agreement. Any disputes arising under this Agreement are subject to the exclusive jurisdiction and venue of the state and vendue of competent jurisdiction in San Diego County, California. You consent to the exclusive jurisdiction of these courts and agree such courts have personal jurisdiction over you. You waive any objection of improper forum or venue with respect to such courts. EACH PARTY HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
13.5. No Waivers; Survival. Waivers of rights, obligations, or breaches may only occur in a signed writing by the waiving party. All provisions of this EULA that by their nature are intended to survive the termination of this EULA shall so survive.
13.6. Independent Contractors. This EULA shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the parties. Neither party has the authority to create any obligation or make any commitments on the other party’s behalf.
13.7. Entire Agreement. Additional terms and conditions may apply with regard to specific Nuvve applications, portals or websites either as set forth therein or as otherwise communicated to you. Any provisions of this EULA held invalid shall be severed and the remaining provisions shall continue in full force and effect.