EVCoDriver API Terms and Conditions

THESE EVCODRIVER API TERMS AND CONDITIONS AND THE AGREEMENT BETWEEN US ARE SUBJECT TO MANDATORY ARBITRATION, WAIVER OF JURY TRIAL, AND CLASS WAIVER PROVISIONS AS SET FORTH BELOW.

WELCOME TO the EVCoDriver API Terms and Conditions!

These EVCoDriver API Terms and Conditions (the “Terms”) govern the access and use by you, as an individual or on behalf of the company or entity that you represent (“you”), of the EVCoDriver API (the “EVCoDriver API”) made available by Navagis Inc. (“Navagis,” “us” or “we”). Please review these terms carefully before accessing or using the services. If you as an individual accept these Terms on behalf of your company or entity, you must have, and you represent that you have, full legal authority to bind your company or entity to these Terms. Please also note the binding arbitration and class action waiver section below as it affects how disputes will be handled.

These terms include the Privacy Policy at https://navagis.com/privacy-policy-2/. (“Privacy Policy”). The Privacy Policy describes our use of certain personal information, including location data and other data and information.

LEGALLY BINDING CONTRACT

Clicking “AGREE” or accessing or using the EVCoDriver API constitutes your agreement to be bound by these Terms including the Privacy Policy. If you do not agree to these Terms, you may not access or use the EVCoDriver API. In addition, your rights under these Terms to the EVCoDriver API may be terminated and you may be denied access to the EVCoDriver API and any related materials, with or without notice, if you do not comply with any of these Terms. If you do not agree to these Terms, you should cease use of the EVCoDriver API and delete the EVCoDriver API from your computer(s) and any other electronic device(s) on it may be installed or used.

AMENDMENTS

Navagis may amend these Terms from time to time. Amendments will be effective upon posting such updated Terms and we encourage you to review them. Your continued access or use of the EVCoDriver API after such posting constitutes your consent to be bound by the Terms as amended. If you do not agree to the updated Terms, you may not continue to access or use the EVCoDriver API and you should cancel your account as described in the “Cancellation” section below, cease use of the EVCoDriver API and delete the EVCoDriver API from your computer(s) and any other electronic devices on which it is installed or used.

PRIVACY

Your privacy is important to us. Please read our Privacy Policy which describes the types of information we collect from you and how we use this information. The Privacy Policy is incorporated in, and made a part of, these Terms.

REGISTRATION OF API USER ACCOUNTS

In order to use the EVCoDriver API, you must register and maintain an API user account or enter into a separate written agreement (“User Account”) with Navagis. You must be at least 18 years of age to obtain an API user account. Registration of an API user account requires you to submit certain personal information, which may include your name and email address. Upon successful completion of the registration process, you will be issued access credentials to permit you to use the EVCoDriver API and any other related materials which we may make available to you at our discretion. You agree to provide and maintain complete, accurate and updated information in your API user account. You are responsible for all activity that occurs under your API user account. You agree to keep your access credentials (including your user ID and password) confidential. You may only have one API user account.

FEES; PAYMENT

You shall pay the fees for the license to the EVCoDriver API as set forth in the separate written agreement between you and Navagis or other Navagis online ordering process. Unless otherwise indicated in such written agreement or online order, the license is provided on a subscription basis for a 12-month term, which term shall automatically renew at Navagis' then-current fee unless either party gives the other party notice of its intent not to renew within thirty (30) days prior to the expiration date. All fees are non-refundable and payable in US dollars on the date they come due. Fees will be payable in the manner specified in the written agreement or Navagis online ordering process. You shall also pay all sales, use, consumption, value-added and other taxes, tariffs and duties of any type assessed against Navagis except for taxes on Navagis’ income. Navagis may disable your access to the EVCoDriver API in the event of a failure to pay. Any payments not made by the applicable due date shall incur late charges at the rate of the lower of 1.5% interest per month or the highest rate allowed by law.

EVCODRIVER API LICENSE

Commercial License: Subject to these Terms, Navagis grants you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license during the term set forth in a separate written agreement between us (unless earlier terminated as provided in these Terms) to: (i) internally use the EVCoDriver API to develop, test, and support your Application (as defined below); (ii) distribute or allow access to your integration of the EVCoDriver API within the Application to end users of the Application; and (iii) to display data and content received from the EVCoDriver API (“EVCoDriver Content”) within the Application. You have no right to distribute or allow access to the EVCoDriver API or EVCoDriver Content on a stand-alone basis.

An “Application” is a desktop, mobile or online software application with routing features for electric vehicles (EVs) developed by or for you for use by end users and which accesses the EVCoDriver API. “Applications” MAY NOT include any of the following functions or features and the EVCoDriver App may NOT be used in any software applications which include such functions or features: (i) applications with any systems or functions for automatic or autonomous control of the behavior of a vehicle (including but not limited to control of braking, speed, steering, visibility enhancement, and stability); (ii) vehicle platooning, flocking or similar applications; or (iii) applications for or to manage aerial vehicles (including unmanned aerial vehicles such as drones).

The license grant to you is subject to you conspicuously displaying Navagis’ copyright notices as specified here or in the Developer Documentation (as defined below) which may be provided to you in connection with the Application. In addition, within the Application and in your marketing, advertising and other materials and placements related to the Application, you shall prominently display "POWERED BY EVCODRIVER” (or a similar phrase approved by Navagis in advance) and the Navagis and EVCoDriver logos. Your use of Navagis’ name, trademarks and logos (including “EVCoDriver”) is subject to Navagis’ trademark guidelines or instructions as may be provided to you from time to time.

Evaluation License: Following our acceptance of your registration, you may also be given the opportunity to license the EVCoDriver API for internal evaluation purposes (an “Evaluation License”) to assist you in determining whether you would like to procure a commercial license under the Commercial License terms set forth above. The following terms apply to Evaluation Licenses: Subject to these Terms except as revised by this paragraph, Navagis grants you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license for a period of up to ninety (90) days from the date we issue you evaluation access credentials to internally and solely for non-commercial purposes: (i) evaluate the EVCoDriver API and (ii) use the EVCoDriver API to develop and test your Application (as defined above). For the avoidance of doubt, (i) without limitation you have no right to disclose, distribute or allow access to the EVCoDriver API or EVCoDriver Content (as defined above) to any end user or other third party, and (ii) our SLA terms do not apply to you and you are not entitled to technical support (provided that we may in our discretion assist you with any questions you may have regarding the EVCoDriver API).

RESTRICTIONS

Except as expressly authorized under these Terms or by Navagis in writing, you shall not (i) disclose or provide the EVCoDriver API or any related materials to any person or entity other than to your employees or independent contractors who are individuals, provided (a) such independent contractors enter into an agreement with you at least as protective of Navagis’ rights as these Terms, and (b) you hereby agree to be responsible for, and liable to Navagis for, any breaches of such agreements by your independent contractors; (ii) use the EVCoDriver API for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate these Terms or the Developer Documentation, or breach any laws or regulations, or violate the rights of third parties; (iii) remove any legal, copyright, trademark or other proprietary rights notices contained in or on any materials you receive or access pursuant to these Terms, including but not limited to, the EVCoDriver API, the Developer Documentation, and the EVCoDriver Content; (iv) charge, directly or indirectly, any incremental fees (including any unique, specific, or premium charges) for access to the EVCoDriver Content or your integration of the EVCoDriver API in the Application; (v) advertise the product or services of Navagis’ competitors in the Application; (vi) sell, lease, share, transfer, sublicense or fail to protect the confidentiality of any EVCoDriver Content obtained through the EVCoDriver API, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party; (vii) use the EVCoDriver API in a manner that, as determined by Navagis in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation; (viii) use the EVCoDriver API in an Application that competes with products or services offered by Navagis; (ix) use the EVCoDriver API in conjunction with, or combine content from the EVCoDriver API with, Navagis content obtained through scraping or any other means outside the official EVCoDriver API; (x) interfere with or disrupt Navagis services or servers or networks connected to Navagis services, or disobey any requirements, procedures, policies or regulations of networks connected to Navagis services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the EVCoDriver API; or (xi) copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the EVCoDriver API, EVCoDriver Content, Navagis’ website(s), other Navagis content or services, or any of our other services, through automated or other means. These Terms do not include any right for you to use any trademark, service mark, trade name or any other mark of Navagis or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. In addition, you expressly agree that you may not store or cache any EVCoDriver Content for more than thirty (30) days, or allow any end user or any other third party to do so, and that any EVCoDriver API Content that you do store or cache may only be used to improve the data usage functionality of the Application and for no other purpose.

Notwithstanding anything to the contrary in these Terms, you may not use or combine the EVCoDriver API (or any part thereof) with any other content, services or code that may subject the EVCoDriver API (or any part thereof) to any open source or open data licenses where such licenses or terms would: (a) cause the disclosure or distribution of the EVCoDriver API (or any part thereof); (b) result in licensing of the EVCoDriver API (or any part thereof); or (c) otherwise restrict or impact the licensing or other use of the EVCoDriver API (or any part thereof).

DEVELOPER DOCUMENTATION

Your use of the EVCoDriver API and display of the EVCoDriver Content must comply with the technical documentation, usage guidelines, ‘call’ volume limits, and other documentation (“Developer Documentation”) maintained at Navagis’ API user site or otherwise provided to you. In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.

USER AGREEMENTS

You shall enter into a valid and binding end user license agreement with all end users of your Application (the “EULA”) that: (i) includes provisions that contain all of the restrictions on the use of the EVCoDriver Content as those contained in this Agreement; (ii) contains limitations of liability consistent with these Terms and which expressly cover both yourself and your third party service providers and licensors; (iii) include warranty disclaimers consistent with these Terms as well as an express disclaimer that no representations, warranties or guarantees are given with respect to any services or the availability or accuracy of any data or the accessibility of GPS signals and that the accuracy and functioning of services may be negatively affected if any data from third party vehicle manufacturers, service providers or applications is or becomes unavailable or inaccurate or if GPS signals are or become inaccessible; (iii) include provisions regarding your collection and processing of end users’ personal information (if any) and a privacy policy appropriate for the Application and consistent with any information collected by the EVCoDriver API and that complies with applicable laws; (iv) includes all legally required and otherwise appropriate instructions, warnings, notices and safety information related to the Application and its use; and (v) includes provisions which expressly state that end users acknowledge that (a) navigation, mapping, EV charge, charging locations, and other data and EVCoDriver Content may be inaccurate or incomplete and may depend on network availability, (b) end users are responsible for their own conduct and must observe local laws, (c) the provided data and EVCoDriver Content is not intended to be relied upon in situations where precise data is needed or where inaccurate or incomplete data may lead to death or personal injury, (d) the services or any of its features or functionality may be modified or discontinued by you or your third party service providers at any time with or without cause, permanently or temporarily, and (e) you and your third party service providers and licensors will not be responsible for any failure to provide services due to any force majeure event including, but not limited to, any act or omission of the wireless carrier or other third party service or product provider or technology, any GPS or other communication failures, any equipment failures or shortages, any acts of nature, labor strikes, war, or any other act or event that is outside of your reasonable control.

INTELLECTUAL PROPERTY

The EVCoDriver API and all related materials, outputs and executables of the EVCoDriver API, and the EVCoDriver Content, and all rights therein, are and shall remain the exclusive property of Navagis or its licensors. Neither these Terms nor your access or use of the EVCoDriver API grant or convey to you any rights in or related to the EVCoDriver API except for the limited license expressly granted herein nor are you granted any rights to Navagis’ trademarks, service marks, company name, product or service names except as expressly granted herein. You are solely responsible for ensuring that you have any and all other third party rights and licenses necessary for you to use the EVCoDriver API. Navagis shall own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, using the EVCoDriver API. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.

API USER CONTENT

In connection with your use of the EVCoDriver API, you may submit, upload or publish content such as feedback, questions or commentary on the EVCoDriver API directed to Navagis, its business partners, or other users. Any content you provide will remain your property. You represent and warrant that you are the sole and exclusive owner of such content or have obtained the necessary rights from others and that such content will not: (i) violate, infringe or misappropriate any third party’s intellectual property rights, publicity rights, or privacy; (ii) violate any applicable law or regulation; or (iii) be libelous, hateful, violent, obscene or otherwise offensive as determined by Navagis in its sole discretion.

In addition, you grant to Navagis and its business partners and affiliates a worldwide, irrevocable, perpetual, transferable, sublicensable, royalty-free license to use, copy, reproduce, modify, create derivative works of, distribute, publicly display or perform, and otherwise use and exploit such user content in all forms and means of distribution without further notice to or consent by you and without any obligation to make payment to you or any other person or entity.

LICENSE TO YOUR MARKS

During the license term you grant to Navagis and its affiliates a worldwide, royalty-free, non-transferable, non-exclusive sub-licensable license to use your marks, trade names, trademarks and logos including the names and descriptions of the Applications for purposes of referencing you as a Navagis customer and to promote related Navagis products and services.

DISCLAIMERS

NAVAGIS PROVIDES THE EVCODRIVER API ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE EVCODRIVER API INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Further, Navagis makes no representation, warranty or guaranty regarding the suitability, safety, accuracy, reliability, timeliness, or security of the EVCoDriver API or that your access to the EVCoDriver API will be uninterrupted or error-free. Navagis does not warrant, endorse or guarantee any third-party products or services including, without limitation, any maps, driving instructions or routes, or the availability or any necessary content, data, or connections with servers or other networks operated by third parties.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO CASE SHALL NAVAGIS (INCLUDING ITS AFFILIATES AND ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST DATA, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER CAUSE OF ACTION, ARISING OUT OF OR RELATED TO THE EVCODRIVER API (INCLUDING, BUT NOT LIMITED TO, YOUR ACCESS OR INABILITY TO ACCESS THE EVCODRIVER API OR THE INTERRUPTION, SUSPENSION, TERMINATION OR FAILURE OF THE EVCODRIVER API, IN WHOLE OR PART) AND EVEN IF NAVAGIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NAVAGIS’ TOTAL LIABILITY TO YOU IN CONNECTION WITH THE EVCODRIVER API FOR ALL DAMAGES, LOSSES, EXPENSES AND CAUSES OF ACTION EXCEED THE FEES PAID BY YOU TO NAVAGIS IN THE PRECEDING TWELVE (12) MONTHS (IN THE CASE OF AN EVALUATION LICENSE, $0).

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Navagis and its affiliates and their officers, directors, shareholders, employees, contractors and agents from any claims, demands, losses, costs, liabilities and expenses (including attorneys’ fees) relating to or arising out of (i) your use, or inability to use, the EVCoDriver API; (ii) your Application; (iii) your breach of any of these Terms; (iv) your violation of any third party rights or any damages you inflict on any third party in connection with your use of the EVCoDriver API; (v) Navagis’ use of any content you provide; (vi) your violation of any laws or regulations; or (vii) your infringement or violation of any intellectual property rights or other rights of a third party. You hereby agree to fully cooperate as reasonably requested in the defense of any claim. Navagis reserves the right to alone assume the defense and control of any claim that is subject to indemnification by you.

CANCELLATION

You may cancel your API User Account at any time. To cancel your account, please contact us at support@evcodriver.com.

TERM AND TERMINATION

The term of the license to the EVCoDriver API will be set forth in a separate written agreement between you and Navagis or your accepted order through Navagis’ online ordering system. Navagis may suspend or terminate your user account or access to the EVCoDriver API at any time, with or without notice, in the event you breach any provision of these Terms. Any expiration of termination shall terminate all licenses granted to the EVCoDriver API. Upon expiration or termination for any reason, you shall cease use of the EVCoDriver API and destroy and remove from all computers, hard drives, networks, and other storage media all copies of Navagis’ Confidential Information, and shall upon our request so certify that such actions have occurred. Those provisions of these Terms that naturally survive termination shall survive such termination. Notwithstanding the foregoing or any other provision of these Terms or any other agreement, order, or other document between the parties, the maximum term of an Evaluation License is ninety (90) days and may be terminated by us at any time.

GOVERNING LAW

These Terms are governed by and shall be construed in accordance with the laws of the State of California if you are located in the United States of America or Canada and the laws of Japan if you are located in Japan, without giving effect to any conflicts of laws principles. Notwithstanding the foregoing, to the extent permitted by applicable law, the BINDING ARBITRATION; CLASS ACTION WAIVER section below will be governed by the Federal Arbitration Act, without regard to state or foreign law.

BINDING ARBITRATION; CLASS ACTION WAIVER BINDING ARBITRATION. YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR IN ANY WAY RELATING TO THESE TERMS OR THE EVCODRIVER API WILL BE RESOLVED BY BINDING ARBITRATION BETWEEN YOU AND NAVAGIS, NOT IN COURT, IN ACCORDANCE WITH THESE TERMS, EXCEPT THAT: (I) EITHER PARTY MAY ASSERT QUALIFYING CLAIMS IN SMALL CLAIMS COURT, AND (II) NAVAGIS MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT ACTUAL OR THREATENED INFRINGEMENT OR MISAPPROPRIATION OF ITS INTELLECTUAL PROPERTY RIGHTS. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. THE FEDERAL ARBITRATION ACT WILL GOVERN THE INTERPRETATION AND ENFORCEMENT OF THIS SECTION.

CLASS ACTION WAIVER. BOTH YOU AND NAVAGIS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. BOTH PARTIES FURTHER AGREE THAT THE ARBITRATOR MAY NOT: (I) COMBINE MORE THAN ONE INDIVIDUAL’S CLAIM(S) INTO A SINGLE CASE IN ANY MANNER WHATSOEVER; OR (II) ARBITRATE ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Arbitration Procedures and Rules. The arbitration will be conducted in accordance with the American Arbitration Association’s Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, as modified by these Terms, and the proceedings will be administered by the American Arbitration Association (the “AAA”). A party wishing to commence arbitration proceedings shall provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (For reference, as of the effective date of these Terms, the AAA’s general form Demand for Arbitration (Consumer Arbitration Rules) is available at https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_0.pdf. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Navagis will reimburse those fees for claims totaling less than $7,500, unless the arbitrator determines the claims are frivolous or brought for an improper purpose. Navagis will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose. 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.

Arbitration Awards. Judgment on the arbitration award may be entered in any court having competent jurisdiction. Any damages award issued by the arbitrator must be consistent with the “Limitation of Liability” section of these Terms. Awards of declaratory or injunctive relief may only be in favor of the claimant and only to the extent necessary to provide relief necessary for the claimant’s individual claim.

REJECTION OF CHANGES TO THIS SECTION. YOU MAY REJECT ANY CHANGES THAT NAVAGIS MAKES TO THIS SECTION AFTER YOUR ACCEPTANCE OF THESE TERMS BY SENDING WRITTEN NOTICE OF SUCH REJECTION TO NAVAGIS BY UNITED STATES MAIL TO: NAVAGIS INC., 111 E. CAPITOL STREET, SUITE 270-A, JACKSON, MS 39201, USA, ATTN.: EVCODRIVER CUSTOMER SUPPORT WITHIN 30 DAYS AFTER SUCH CHANGES BECOME EFFECTIVE. IF YOU SEND SUCH REJECTION NOTICE, THE MOST RECENT VERSION OF THIS SECTION BEFORE THE CHANGES WILL APPLY.

Severability. If the class action waiver above is found to be unenforceable or illegal to all or some portions of a dispute between the parties, then this section will not apply to such portions. In that case, those portions will be severed and resolved in a court of law and the remaining portions shall be resolved by arbitration. If any other provision of this section is found to be unenforceable or illegal, then that provision will be severed and the remainder of this section will continue in full force and effect.

CONFIDENTIALITY

The EVCoDriver API (including, without limitation, all improvement, derivatives, modifications and the like) constitutes Navagis’ confidential information (“Confidential Information”). You hereby agree: (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions you employ with respect to your own confidential materials); (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below); (iii) not to use any Confidential Information except for the purposes set forth in these Terms; and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing. You acknowledge and agree that due to the unique nature of Navagis‘ Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Navagis shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

NOTICE

Navagis may give notice by means of a general notice on its website, electronic mail to your email address in your API user account, or by written communication sent by first class mail to your address in your API user account. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing (if sent by first class mail) or twelve (12) hours after sending (if sent by email). You may give notice to Navagis, with such notice deemed given when received by Navagis, at any time by first class mail to Navagis Inc., 111 E. Capitol Street, Suite 270-A, Jackson, MS 39201, USA, Attn.: EVCoDriver Customer Support.

GOVERNMENT USE

If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the EVCoDriver API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The EVCoDriver API is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the EVCoDriver API by the Government shall be governed solely by these Terms.

EXPORT CONTROLS

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the EVCoDriver API in violation of any such restrictions, laws or regulations. By downloading or using the EVCoDriver API, you agree to the foregoing and represents and warrant that you are not located in, under the control of, or a national or resident of any restricted country.

GENERAL

These Terms constitute the entire agreement between you and Navagis related to these Terms and the EVCoDriver API and they supersede all prior or contemporaneous communications, agreements, and proposals, whether electronic, oral or written, between you and Navagis related to the EVCoDriver API in their current or any prior form. You may not assign these Terms without Navagis’ prior written approval. These Terms and the rights, benefits and obligations contained herein are fully assignable by Navagis and will be binding upon and inure to the benefit of Navagis’ successors and assigns. No agency, partnership, joint venture, or employment relationship between you and Navagis is intended or created by these Terms. Any failure of Navagis to exercise or enforce any right or provision of these Terms shall not constitute a waiver or relinquishment to any extent of such right or provision. Any waiver of any right or provision of these Terms must be in writing. Subject to the Severability provision of the “Binding Arbitration; Class Action Waiver” section above, if any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed severed and superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. Navagis’ provision of the EVCoDriver API and these Terms are subject to laws and legal process and nothing contained in these Terms limits Navagis’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the EVCoDriver API. The headings in these Terms are for convenience only and have no legal or contractual effect.

Effective as of May 1, 2023