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These Driver Terms of Service, together with any other terms, conditions, policies and/or documents incorporated into these Driver Terms of Service by reference (the "Terms") constitute a binding agreement between Orange Charger Inc. ("Orange," "we," or "us") and you (“you”) as an end user of the Service (as defined below) with respect to your access to and use of the Service.    Your access to and use of the Service is offered subject to your acceptance of these Terms.  

PLEASE READ THESE TERMS CAREFULLY.  BY CLICKING “I ACCEPT” OR A SIMILAR EXPRESSION OF ACCEPTANCE OR BY ACCESSING OR USING THE SERVICE IN ANY WAY,) OR BY ESTABLISHING AN ACCOUNT WITH USE FOR USE OF THE SERVICE, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE; AND (B) AFFIRM THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE (II) YOU ARE THE PERSON WHOSE NAME AND OTHER INFORMATION HAVE BEEN PROVIDED FOR THE ACCOUNT THAT YOU HAVE OR ARE CREATING, AND (III) YOUR REGISTRATION AND USE OF THE SERVICE IS IN COMPLIANCE WILL ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE IN ANY WAY, INCLUDING, WITHOUT LIMITATION, BY ESTABLISHING AN ACCOUNT FOR USE OF THE SERVICE. 

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 16 (“DISPUTE RESOLUTION”) BELOW.

WE MAY REFUSE OR OTHERWISE TERMINATE YOUR ACCESS TO OR USE OF THE SERVICE FOR YOUR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

1. Service.   Orange sells charging outlets and/or other charging devices (“Orange Devices”) and provides subscription access to its web-based software platform offered by Orange (the “Orange OS”) to Owners (as defined below) of authorized electric vehicle charging stations (“Charging Locations”) for their use to provide electric vehicle charging services at such Charging Locations. Orange makes available a mobile application (the “App”) and online portal (“Driver Portal”) that allows you to access and use Your Charging Locations (as defined below) for electric vehicle charging services and to pay for such services (the App, Driver Portal and any other websites, applications or services made available by Orange to enable your use of the Charging Locations and payment for such use, the “Service”).
2. Modifications to the Service or Terms. We may modify, terminate, or replace, in whole or in part, the Service from time to time in our sole discretion and without prior notice.   We may further modify these Terms, as well as the fees and other amounts we charge for the Service, at any time and in its sole discretion. Unless otherwise specified in the updated Terms, any modifications will be effective immediately upon posting on the Driver Portal or through the Driver App or when you click “I accept” or a similar expression of acceptance through the Driver Portal or the App. Your continued use of the Service in any manner confirms your acceptance of these Terms and any modifications made to the Terms. IF YOU DO NOT AGREE TO ANY MODIFICATIONS MADE TO THE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE. You should review these Terms and our Privacy Policy available at https://www.orangecharger.com/privacy-policy and any other policies posted by Orange frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.
3. User Accounts and Access Credentials.  In order to access and use the Service you will be required to establish a Orange user account (“Your Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. After completing registration for Your Account, you will be permitted to access the Service at Your Charging Locations (as defined below) using an authentication method made available by us which will be linked to Your Account and will enable you to use Your Charging Locations to charge your EV (that authentication method, and any other user IDs, passwords and other credentials associated with Your Account, “Your Access Credentials”). You are responsible and liable for all activities conducted through Your Account or Your Access Credentials, including all charges incurred through use of the Service with Your Access Credentials, regardless of who conducts those activities, except to the extent caused by our gross negligence or willful misconduct. You are responsible for maintaining the confidentiality of Your Access Credentials and will immediately notify Orange of any actual or suspected unauthorized access to or use of Your Account or any of Your Access Credentials or if Your Access Credentials are lost or stolen. You will cooperate fully with Orange and take all actions that Orange reasonably deems necessary to maintain or enhance the security of the Service or Orange’s computing systems and networks. To the maximum extent permitted under applicable law, you release Orange from any liability for any loss or damage to you arising from your failure to comply with this Section.
4. Charging Locations.  Charging Locations and the property on which they are located are owned or managed by third parties who have purchased Orange Devices from us and have entered into an agreement with us for use of the Orange OS with those Orange Devices to provide the Service to you at the Charging Locations that they own or manage (“Owners”). Orange does not own or operate any Owner or any Charging Location and cannot guarantee that by establishing an Orange user account you will have access to all Charging Locations.  Owners may limit access to their Charging Locations in their discretion, and accordingly you may be restricted or prohibited from using certain Charging Locations (the Charging Locations, excluding Charging Locations you are restricted or prohibited from using, are referred to here as at which you have then-current access granted by the Owner, “Your Charging Locations”).   Any separate authentication method or credentials required by Owners for access to their Charging Locations are included in the definition of Your Access Credentials as used herein. Owners further establish the Charging Fees (as defined below) for use of the Charging Locations they own or operate and may further impose additional rules and other terms and conditions pertaining to their property and access to and use of their Charging Locations (“Owner Terms”), and you agree to comply with any and all Owner Terms.   Orange assumes no responsibility for the acts or omissions of any Owner or for any Charging Location or property on which the Charging Location is located or their condition. To the maximum extent permitted under applicable law, you release Orange from any liability for any loss or damage to you arising from the acts or omissions of an Owner or relating to any Charging Location or the property on which it is located or their condition, or from your failure to comply with any Owner Terms or this Section. 
5. Access to the Service at Your Charging Locations; Use Restrictions.  Subject to and conditioned upon your compliance with these Terms, Orange hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access to and use the Service at Your Charging Locations solely for your own personal, non-commercial use and to (b) use the App in object code form only, on a compatible mobile device owned and controlled by you, solely to support your permitted use of the Service.  You will not attempt to access or use the Service at any Charging Location other than Your Charging Locations or for any purpose other than your own personal, non-commercial use. When you use a Charging Location, you agree to follow all applicable product, vehicle, safety, and technical documentation for the Charging Location and for any vehicle that you connect to the Charging Location. You also agree to use the correct equipment and connector type for the vehicle.  Only adapters that are UL listed from a reputable vendor may be used at Charging Locations. Your use of any other adapter at a Charging Location is prohibited. Owners may further limit the adapters that may be used at their Charging Locations, and may further limit the type of electronic vehicles that may use their Charging Locations, and you agree to comply with any such limitations.  To the maximum extent permitted under applicable law, you release Orange from any liability for any damage or loss resulting from your failure to comply with this Section.
6. Restrictions. You will not, and will not attempt to: (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party (except as otherwise expressly authorized hereunder); (iii) remove any copyright or proprietary notices contained in the Service or any output thereof; (iv) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security device, mechanism, procedure or other measure provided or used by the Service; (v) scrape or otherwise access the Service via any bot, web crawler or non-human user; (vi) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (vii) resell or redistribute the Service or allow Your Account, Your Access Credentials or the Service to be used by another person or entity; or (viii) access or use the Service in a manner that violates applicable law or any provision of these Terms.
7. App; Mobile Platforms.  Orange makes the App available for download through the Apple App store and the Google Play store (each a “Mobile Platform Store” and Apple and Google each a “Mobile Platform”)). The terms and conditions of this Section apply to you only if you downloaded the App through a Mobile Platform Store. You acknowledge that these Terms are between you and Orange, and the Mobile Platform Store through which you downloaded the App bears no responsibility for the App and its content. The license grant under Section 5 of these Terms with respect to the App may be subject to additional  or different terms, conditions, policies and/or procedures imposed by the Mobile Platform (the “Mobile Platform Terms”).  For example, if you downloaded the App from the Apple App store, the license grant under Section 5 of these Terms is a non-transferable license to use the App on any Apple-branded Products that you own or control as permitted by these Terms and the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via “Family Sharing” (as defined in the Apple Media Services Terms and Conditions) or volume purchasing.  You acknowledge that by downloading the App via a Mobile Platform Store, you are subject to the Mobile Platform Terms. You acknowledge that the applicable Mobile Platform has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Orange, and not the Mobile Platform, will be responsible for any warranties with respect to the App.  In the case of Apps downloaded through the Apple App store, in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) of the App to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.  Mobile Platforms are not responsible for addressing any claims by you or a third party relating to the App or your use of the App, including without limitation: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. In the event of any third-party claim that the App or your possession and use thereof infringes a third party’s intellectual property rights, the applicable Mobile Platform will not be responsible for any investigation, defense, settlement, or discharge thereof. 
8. Mobile Usage. Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the App. In addition, downloading, installing, or using the App may be prohibited or restricted by your mobile carrier, and the App may not work with all carriers or devices or in all locations. Therefore, you are solely responsible for checking with your mobile carrier to determine if the App is available for your mobile devices; what additional restrictions, if any, may be applicable to your use of the App; and how much such use will cost you. 
9. Software Updates.  Orange may, but is not obligated to, develop patches, bug fixes, bug fixes, error corrections, updates, upgrades, improvements or other modifications to the App or other software used in providing the Service (“Software Updates”) from time to time. You agree that Software Updates may be automatically installed without any additional notice to or consent from you.  Orange may further provide you with certain Software Updates that you are required to install, and you agree to install any such Software Updates promptly after they are provided to you.    If you do not want to receive Software Updates, your sole remedy is to discontinue using the Service.
10. Term and Termination. These Terms shall remain in full force and effect while you use the Service. Orange may terminate or restrict your access to any or all of the Service or Your Account, for any reason, and without warning, including without limitation for any failure to pay Charging Fees when due or any other actual or suspected breach of these Terms or any Owner Terms or for causing any damage to Charging Locations or the Orange Devices or other equipment used at such Charging Locations or the property at which the Charging Location is located. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and will immediately cease to use the Service. The terms of the following Sections and any other terms that expressly or by their nature survive expiration or termination of this Agreement shall survive any expiration or earlier termination of this Agreement: Sections 3 (with respect to the final sentence only), 4 (with respect to the final sentence only), 5 (with respect to the final sentence only, 6, 7  and 10-21.   
11. Charging Fees and Payments.  

1. Charging Fees. The fees you are charged for  use of a Charging Location to charge your EV (each such use a “Session” and such fees “Charging Fees”) are established by the Owner of the Charging Location, although Orange may retain certain portions of such Charging Fees or be paid a separate fee as compensation for making the Service available and collecting Charging Fees as provided under its agreement(s) with the applicable Owner.  Charging Fees are set by the Owner in its discretion, and not Orange, and may differ between Charging Locations, even for Charging Locations operated by the same Owner.  Charging Fees may be based on usage, may be a fixed fee for a period of time regardless of usage, or may be based on another metric, in each case as determined in accordance with Orange’s agreement(s) with the applicable Owner, and may be changed by the Owner at any time.    The Charging Fees charged to you may further differ from other users of the Charging Location (for example, the Owner may allow its employees to use the Charging Location for no fee or at a fee that is discounted from the fee it charges to other users of the Charging Location).   You agree to pay all applicable Charging Fees for all Sessions initiated by you or through the use of your Access Credentials or Your Account in any manner (“Your Sessions”).    
2. Designated Payment Method.  In order to use the Service for Sessions, you will be required to designate a method of payment acceptable to Orange through Your Account (a “Designated Payment Method”).   You represent, warrant and covenant that any Designated Payment Method in Your Account is a valid method of payment that you have the authority to use for payment for Sessions, and that any associated information you provide is accurate.   You are responsible for updating your Designated Payment Method and associated information in Your Account to ensure compliance with the foregoing representation, warranty and covenant throughout the term of this Agreement.  
3. Payments. You authorize Orange or its third party payment processor(s) to charge your Designated Payment Method for the Charging Fees for Your Sessions.  Unless Orange in its discretion elects to allow for a delay in charging or requires you to purchase pre-paid credits, Orange will charge your Designated Payment Method the Charging Fees for each of Your Sessions at the time of the applicable Session (or for Charging Fees that are not based on usage, such as a fixed fee for a period of time, at the time of your first use covered by the Charging Fee) .   A hold or charge in addition to the amount for the Charging Fees may display on the Designated Payment Method; provided, however, that such hold or charge will be temporary. Orange may, at its sole discretion, elect to allow for Charging Fees for Your Sessions to accrue, and to collect the accrued Charging Fees at a later date determined by Orange, or require you to purchase pre-paid credits for Your Sessions.  For example, Orange may elect to (a) allow the Charging Fees for Your Sessions to accrue for a specified billing period (for example a month) and collect the Charging Fees on or after the last day of the billing period or (b) allow Charging Fees to accrue until they reach a certain tier during a billing period (such as $100) and then charge your Designated Payment Method each time Charging Fees reach that tier, and charge your Designated Payment Method for any remaining amounts below the tier at the end of a specified billing period.  Or Orange may require you to pre-pay for Your Sessions by purchasing credits for use for Your Sessions.   Each date on which Orange has determined to collect payment for Your Sessions as provided in this Section is referred to as a “Payment Date”.
4. Chargeback Policy.  You agree not to initiate a chargeback with your payment provider for any transaction that was authorized and properly processed under these Terms. If you believe a charge was made in error, you must notify us in writing at legal@orangecharger.com within 5 calendar days of the transaction date so that we can investigate and attempt to resolve the issue.  We maintain electronic records of all Sessions, including Session times, location, energy delivered, and payment authorization data. These records may be used as evidence in any dispute or chargeback proceeding.  If you initiate a chargeback that is determined to be invalid or unsubstantiated, we reserve the right to charge you a processing fee of $25, in addition to any costs incurred in responding to or resolving the issue.
5. Unpaid Amounts.  If Orange is unable to collect payment from your Designated Payment Method on a Payment Date or if you initiate a chargeback that Orange determines to be invalid or unsubstantiated, Orange reserves the right, to be exercised In Orange's sole discretion, to suspend or deactivate Your Account and your access to the Service without advance notice. If Orange is unable to collect payment by the 5^th day following the Payment Date, Orange may further assess interest on the outstanding balance at a rate equal to the lesser of 10% per annum or the maximum rate allowed by applicable law, calculated from the due date until the date of actual payment.   If Your Account is suspended or deactivated due to non-payment as set forth above, Orange may assess an additional fee to unsuspend or reactivate Your Account after delinquent payment is received; provided, however, Orange will have no obligation to unsuspend or reactivate Your Account and may determine whether or not to do so in its sole discretion.
6. Collection Efforts. You understand if you have an unpaid balance and do not make payment arrangements satisfactory to Orange, Orange may initiate collection proceedings.  You will be responsible for reimbursing Orange for all costs and expenses, including reasonable collection agency and attorney’s fees, incurred during collection efforts.  In order for Orange or our designated external collection agency to collect your unpaid balance, and where not prohibited by applicable law, you agree that Orange and our designated external collection agency are authorized to (i) contact you by telephone at the telephone number(s) you have provided, including wireless telephone numbers, which could result in charges to you, (ii) contact you by sending text messages (message and data rates may apply) or emails, using any email address you provide and (iii) methods of contact may include using pre-recorded/artificial voice message and/or use of an automatic dialing device, as applicable. Furthermore, you consent to Orange and its designated external collection agency sharing your personal contact and account related information with third party vendors in connection with collection efforts.
7. Lost or Stolen Payment Methods. If your Designated Payment Method or any other payment methods associated with Your Account is lost or stolen, you are responsible for immediately reporting such event to Orange by deleting that payment method from Your Account, or if you do not have access to the internet, informing our customer support team pursuant to the contact information at the end of this document. You remain liable for all Charging Fees using any payment method associated with Your Account your until you have reported the payment methods as lost or stolen to Orange as provided in this Section.  
8. Taxes. Charging Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, sales and use taxes and VAT) (collectively, “Taxes”).  You are responsible for payment of all Taxes and any related interest and/or penalties resulting from Your Sessions, other than any taxes based on the net income or property of Orange or the applicable Owner.

12. Intellectual Property.  

9. Orange Intellectual Property. As between you and Orange, the Service, including without limitation the App and the Driver Portal, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Orange. No rights are granted to you hereunder other than as expressly set forth herein.  
10. User Content. If Orange permits you to upload, input, or post any information, data, materials, reviews, images, or other content to or in connection with the Service (“User Content”), as between you and Orange, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your User Content. Without limiting the generality of the foregoing, you shall not upload, input or post any User Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) is inaccurate, incomplete, or incorrect, (iii) violates any applicable law, (iv) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (v) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
11. Feedback.  To the extent you provide Orange with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to Orange all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Orange will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Orange’s other technologies, products and services, without compensation or other obligation to you.

13. Third Party Services. The Service may contain links to or otherwise allow you to access third party websites, applications and/or services (“Third Party Services”) that are not owned or controlled by Orange. When you access Third Party Services, you do so at your own risk. Orange encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. Orange has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any Third Party Service. In addition, Orange will not and cannot monitor, verify, censor, or edit the content of any Third Party Service. When you visit or use a Third Party Service, you acknowledge that such Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.
14. Privacy. You acknowledge and agree that the operation of certain areas of the Service and the creation of Your Account will require or involve the submission, use, and dissemination of various personally identifiable information, which may include, but is not limited to, your phone number, email address, and mailing address.  All such information collected by Orange is subject to our Privacy Policy available at https://www.orangecharger.com/privacy-policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
15. Communications.  By creating Your Account or by providing your phone number or email address to Orange, you agree to receive communications from Orange including, but not limited to email, push notifications, and/or text messages, in accordance with our Privacy Policy.  These communications may include notifications and final receipts with respect to Sessions and Charging Fees. These communications are part of your relationship with Orange and you receive them as part of your use of the Service and the Charging Locations.  You therefore hereby acknowledge and agree that any such notices, agreements, disclosures or other communications that Orange sends to you electronically are compliant with any applicable law that requires your consent for a given communication.
16. Disclaimer of Warranties.  THE SERVICE IS PROVIDED "AS IS" AND “AS AVAILABLE”.  ORANGE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ORANGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE WITH RESPECT TO (I) CHARGING STATIONS, (II) INFORMATION, CONTENT AND DOCUMENTS AVAILABLE FROM OR THROUGH THE SERVICE, AND (III) THE SERVICE. ORANGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR THE RESULTS THAT YOU MAY OBTAIN BY USING THE SAME.  ORANGE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY RESULTS FROM THE USE OF THE SERVICE, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS OR EXPECTATIONS, BE AVAILABLE WITHOUT INTERRUPTION OR DELAY, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT THE APP OR THE DRIVER PORTAL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

AS BETWEEN YOU AND ORANGE, YOU ARE SOLELY RESPONSIBLE FOR ASSESSING THE SUITABILITY OF THE SERVICE, AND YOU ASSUME ALL RISKS IN CONNECTION WITH THE SAME. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.  YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR EV’S BATTER IS SUFFICIENTLY CHARGED TO MEET YOUR NEEDS AND THAT ALL CHARGING IS DONE IN ACCORDANCE WITH THE MANUFACTURER’S RECOMMENDATIONS. 

17. Indemnity.  You agree to defend, indemnify and hold harmless Orange, its affiliates, licensors and service providers and Owners, and its and their respective officers, directors, employees, contractors, agents, successors and assigns (collectively “Orange Parties”), from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) your violation of these Terms or Owner Terms, including, but not limited to, any access to or use of the Service in any manner not expressly authorized hereunder, (ii) your negligence or higher level of culpability, or (iii) your violation of any applicable laws, rules, or regulations.
18. Limitation of Liability.  IN NO EVENT WILL ORANGE OR ANY OTHER ORANGE PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES BASED ON LOST PROFITS, BUSINESS, OR DATA, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, UNDER OR IN RELATION TO THESE TERMS OR IN CONNECTION WITH THE SERVICE, OR ANY RESULTS FROM YOUR USE OF THE SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE TOTAL AGGREGATE LIABILITY OF ORANGE AND THE OTHER ORANGE PARTIES FOR DAMAGES OR OTHERWISE ARISING FROM OR RELATED TO THIS AGREEMENT, WILL BE LIMITED IN PROPORTION TO EACH PARTY’S RELATIVE FAULT AND NOT EXCEED THE GREATER OF (A) THE SUM OF ALL FEES PAID BY YOU TO ORANGE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM OR (B) $100. 

The limitations and exclusions in this Section will apply regardless of the theory of liability, including without limitation liability for breach of contract, breach of any express or implied representation or warranty, strict product liability, negligence or any other tort, subrogation, or indemnification or contribution. Notwithstanding the foregoing, applicable law in some jurisdictions may not allow the limitation or exclusion of certain damages or liability, such as damages or liability arising from willful misconduct, and the limitations and exclusions in this Section will not apply to damages or liability to the extent that such damages or liabilities cannot be excluded or limited under applicable law. However, to the extent that in a particular circumstance any exclusion or limitation of damages or liability set forth in these Terms is prohibited by applicable law or held to be unenforceable, then the limitations on damages and liability in these Terms will apply to the maximum extent permitted by applicable law in that particular circumstance.

19. Dispute Resolution. 

Please read this Section carefully.  It impacts the rights that you may otherwise have.  It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions.  This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Orange agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Service, the Charging Locations or their use by you or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim.  The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.  

For purposes of this Section, notices must be sent as follows:

• If to Orange: to Orange Charger, Inc., Attn: Legal, 3495 Edison Way, Menlo Park, CA 94025, USA, with a copy emailed to legal@orangecharger.com.
• If to you: your last-used billing address or the billing and/or delivery address listed in Your Account.

Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and Orange each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written request to Orange at Orange Charger, Inc., Attn: Legal, 3495 Edison Way, Menlo Park, CA 94025, with a copy emailed to legal@orangecharger.com. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Orange.  In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Orange each agree that this Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Agreement as a court would. Any arbitration shall be confidential, and neither you nor Orange may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or Orange may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim.  Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or Orange from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.

Class Action and Jury Waiver. You and Orange each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Orange that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

20. Digital Millennium Copyright Act

Orange is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)).  If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
• Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Any DMCA Takedown Notice should be sent to: legal@orangecharger.com.  You acknowledge that for Orange to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

21. Miscellaneous. 

1. Compliance.  You agree to comply with all applicable laws and regulations and all applicable third party terms of agreement (such as the terms and conditions associated with the wireless data service for your mobile device on which you download and install the App) in connection with your use of when using the Service.  You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2. Service Availability. You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. Orange will not have any liability to you for any planned or unplanned unavailability or downtime.
3. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder to any other person without Orange’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by Orange. These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
4. Governing Law. Any dispute arising from or related to these Terms or your access to or use of the Service will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state courts located in Santa Mateo County, California or the federal courts located in the Northern District of California.
5. Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under the Agreement if the delay or failure is due to any cause outside of our reasonable control.
6. Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Except as otherwise set forth herein, (i) notices to Orange must be sent to legal@orangecharger.com, and (ii) notices to you will be sent to any email address associated with Your Account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7. Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.  
8. Waiver of California Civil Code Section 1542. If you are a California resident, then with respect to any releases included herein you hereby waive California Civil Code Section 1542, which states, “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.”
9. Third Party Beneficiaries.  You acknowledge and agree that the Owners and Mobile Platforms are third party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you.
10. Entire Agreement. These Terms constitute the sole and entire agreement between you and Orange with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter.  

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For more information or other questions, please contact our customer support by email at legal@orangecharger.com. You may report a complaint, if you are a resident of California, to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States

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