WEBSITE TERMS OF USE

Last Updated October 2023

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Acceptance of Terms

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These Terms may be revised at any time for any reason, and BattSwap may provide you notice of these changes by any reasonable means, including by providing notice through the Sites. You can determine when we last updated the Sites by referring to the “Last Updated” legend at the top of these Terms. Except to the extent that your express consent to any revised Terms is required under data protection law, by continuing to access, browse, or use the Sites, you confirm your acceptance of the revised Terms and all the terms incorporated herein by reference. We strongly recommend that you periodically visit this page of the Sites to review these Terms. If you do not agree to the revised Terms, you may not access or use the Sites. BattSwap Inc. (“BattSwap,” “we,” or “us”) provides content, software, services, and features to you when you visit www.BattSwap.com (“Sites”). By accessing or using the Sites, you agree to be bound by the following Terms of Use and all of the terms incorporated herein by reference (“Terms”) as updated by BattSwap from time to time. By accepting these Terms, you represent that you are 18 years of age or older and that, if you have accepted these Terms on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms. IF YOU DO NOT AGREE TO EVERY PROVISION OF THESE TERMS, YOU MAY NOT, AND WE DO NOT AUTHORIZE YOU TO ACCESS OR USE THE SITES OR ANY FEATURES PROVIDED ON THE SITES. By accessing or using the Sites, you represent and warrant that you have not been previously suspended or removed from the Sites, or engaged in any activity that could result in suspension or removal from the Sites.

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These Terms may be revised at any time for any reason, and BattSwap may provide you notice of these changes by any reasonable means, including by providing notice through the Sites. You can determine when we last updated the Sites by referring to the “Last Updated” legend at the top of these Terms. Except to the extent that your express consent to any revised Terms is required under data protection law, by continuing to access, browse, or use the Sites, you confirm your acceptance of the revised Terms and all the terms incorporated herein by reference. We strongly recommend that you periodically visit this page of the Sites to review these Terms. If you do not agree to the revised Terms, you may not access or use the Sites.

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Use of Sites

You may view and download materials on the Sites only for your personal, non-commercial use. You may not reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the materials on the Sites, or otherwise use them for any public or commercial purpose.

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You agree that you will not use the Sites to: (i) transmit spam, bulk, or unsolicited communications; (ii) pretend to be BattSwap or spoof BattSwap’s identity or misrepresent any affiliate of BattSwap; (iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted to or via the Sites; or (iv) disrupt the normal flow or otherwise act in a manner that negatively affects other users’ ability to use the Sites. BattSwap reserves the right to report any wrongdoing to the applicable government agencies.

You agree you will not use any robot, spider, other automatic device, or manual process to monitor or copy content on the Sites without the prior, written permission of BattSwap.

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Privacy Policy

BattSwap is committed to processing and protecting the personal data collected through the Sites when you use the Sites in compliance with its obligations under applicable privacy laws, laws governing the privacy of your personal data, including, if applicable to you, the European Union General Data Protection Regulation (“GDPR”). BattSwap’s policy is to retain personal data necessary to provide our services, except that we may retain your personal data for longer periods where reasonably necessary to comply with our legal obligations (including law enforcement requests), meet regulatory requirements, resolve disputes, maintain security, prevent fraud and abuse, enforce these Terms, or fulfill your request to “unsubscribe” from further messages from us. This policy applies to personal data that you or others provided to us and personal data generated or inferred from your use of our services. When BattSwap is the data controller, we will decide how your personal data is processed and for what purposes. For additional information about your rights and your personal data, what data is collected, how it is processed, protected, shared, and how long it is retained, please see the BattSwap’s Privacy Policy.

Where BattSwap has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, BattSwap may disclose IP addresses, personal information, and any contents of the Sites where it is legally compelled to do so. We implement a number of security features to help guarantee and ensure to the greatest extent possible that your information is safe. We use industry standard technologies when transferring and receiving user data exchanged between BattSwap and third parties to ensure its security. User data may be stored on servers maintained by our third-party partners and subject to their security safeguards which are periodically audited, with certifications from accreditation bodies across geographies and verticals. All financial transactions are made securely. Please see BattSwap’s Privacy Policy for additional information relating to the privacy and security of information collected hereunder.

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Cautions Regarding Forward-looking Statements

Internet pages, press releases, investor relations releases, outlooks, presentations, audio and video files of events (live or recorded) and other documents and content on the Sites may contain forward-looking statements within the meaning of federal security laws with respect to BattSwap, including statements relating to BattSwap’s future financial and business performance and milestones and ability to execute on its business plan; expected timing of manufacturing facility buildout and production capacity; expected timing of completion of testing, production, and other milestones; expectations regarding BattSwap’s dealer network, and terms and potential benefits of the planned collaborations with strategic partners. Forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions that predict or indicate future events or trends or that are not historical fact. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: design and manufacturing changes and delays, including global shortages in parts and materials; general economic, financial, legal, regulatory, political and business conditions and changes in domestic and foreign markets; the potential effects of COVID-19; the outcome of development and testing of fuel-cell power modules and hydrogen storage systems; risks related to the rollout of the BattSwap’s business and the timing of expected business milestones; the effects of competition on BattSwap’s future business; the availability of capital; and the factors, risks, and uncertainties regarding BattSwap’s business described in the “Risk Factors” section of BattSwap’s annual reports filed with the SEC, in addition to BattSwap’s subsequent filings with the SEC. If these other risks materialize, or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Forward-looking statements speak only as of the date they were made, and BattSwap disclaims any obligation to update these forward-looking statements.

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Disclosures

All product images shown are for illustrative purposes only and may not be exact representations of BattSwap’s products. While BattSwap makes reasonable efforts to ensure that the material on the Sites is correct based on available information, absolute accuracy cannot be guaranteed and BattSwap makes no warranties, representations, or guarantees for the accuracy, completeness, or authenticity of any information, including information pertaining to product specifications, features, performance data, safety features, and purchase or leasing terms. BattSwap reserves the right to modify the information contained in the Sites at any time.

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Merchandise Return Policy

Except as otherwise provided herein, you may exchange or return merchandise you order through the Sites for credit, different merchandise, or a refund to the original payment method within thirty (30) calendar days after your receipt of the merchandise ordered by notifying BattSwap through https://BattSwap.com/contact with a message that contains your name, the order number, and whether you would like to return or exchange any item associated with the order. Upon verification of your order, BattSwap will provide you with further instructions regarding return or exchange of the merchandise.

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Notwithstanding the foregoing, the following restrictions apply: (i) discounted merchandise is final sale and is not eligible for return or exchange; (ii) merchandise must be returned in original packaging; (iii) merchandise must be returned in like new condition with no visible signs of use or wear; and (iv) replacement merchandise is available without undue burden to BattSwap.

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Merchandise Transactions

BattSwap reserves the right to refuse any order you place via the Sites and may, in BattSwap’s sole and absolute discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event BattSwap makes a change to or cancels an order, BattSwap will attempt to notify you by contacting you per the information you provided at the time the order was placed. BattSwap reserves the right to limit or prohibit orders that, in BattSwap’s sole discretion, appear to be placed by unauthorized resellers or distributors.

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Links to Third-Party Websites

The Sites may contain links to third-party websites. BattSwap provides links to third-party websites solely as a convenience. Such third-party websites are subject to their own terms of use. BattSwap does not monitor, approve, endorse, represent, warrant, or sponsor any information, conclusions, recommendations, opinions, advice, statements, products, materials or services described on those websites. The third-party linked websites are not under the control of BattSwap, and BattSwap is not responsible for, and disclaims liability with respect to, the quality, accuracy, reliability or condition of any information, conclusions, recommendations, opinions, advice or statements made on the linked websites or related to your access of such websites. If you decide to access any of such third-party websites linked to Sites, you do so entirely at your own risk.

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Trademarks, Copyright, and Other Intellectual Property Provisions

The text, images, graphics, sound files, animation files, video files and their arrangement on the Sites are all subject to copyright and other intellectual property protection. These objects may not be copied for commercial use or distribution, nor may these objects be modified or reposted. Unauthorized use of any of the materials on the Sites may violate copyright, trademark, and other laws. The copyright in all materials provided on the Sites, and any underlying software for the Sites, is held by BattSwap or its suppliers.

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“BattSwap Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans, and other designations BattSwap uses in connection with its products and services. You agree not to incorporate any BattSwap Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations without the prior, written permission of BattSwap. Any third-party trademarks included in the Sites are the property of their respective owners.

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Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you any license to any BattSwap or third-party intellectual property rights, whether by estoppel, implication, or otherwise.

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Disclaimer of Warranties

BATTSWAP PROVIDES THE SITES, AND ALL CONTENT AND MATERIALS ON THE SITES, “AS-IS” AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. WHILE THE INFORMATION PROVIDED IS BELIEVED TO BE ACCURATE, IT MAY INCLUDE ERRORS OR INACCURACIES. BATTSWAP’S OBLIGATIONS WITH RESPECT TO ITS PRODUCTS AND SERVICES ARE GOVERNED SOLELY BY AN AGREEMENT UNDER WHICH THE PRODUCTS AND SERVICES ARE PROVIDED. NOTHING ON THE SITES SHOULD BE CONSTRUED TO CREATE OR MODIFY ANY SUCH AGREEMENTS. BATTSWAP MAKES NO WARRANTY THAT THE SITES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. BATTSWAP RESERVES THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES, OR OMISSIONS AND TO CHANGE OR UPDATE INFORMATION OR CANCEL ORDERS IF ANY INFORMATION ON THE SITES IS INACCURATE, AT ANY TIME WITHOUT PRIOR NOTICE. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES AND COUNTRIES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

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Indemnification

You shall indemnify, hold harmless, and, at BattSwap’s option, defend BattSwap from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by BattSwap resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Sites, any Submissions or Postings you provide, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Sites or any of its features. You further agree that BattSwap shall have control of the defense or settlement of any third-party claims, unless BattSwap exercises its option to require you to defend BattSwap. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and BattSwap.

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Colors

BattSwap makes and has made reasonable efforts to render as accurately as possible the colors and styles of any items that appear on the Sites. BattSwap cannot guarantee that your device’s display accurately renders the colors or the styles.

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Prices

All prices specified are recommended retail prices. Prices are current at the time of publication and subject to change without notice.

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Limitations of Liability

IN NO EVENT WHATSOEVER SHALL BATTSWAP, ITS AFFILIATES, OR SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME (ARISING UNDER TORT, CONTRACT, OR OTHER LAW), REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD AND UPLOAD OF ANY MATERIAL THROUGH THE SITES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. BATTSWAP ASSUMES NO LIABILITY IN CONNECTION WITH THE PROVISION OF THE SITES TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

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Submissions

Any material, information, or idea you transmit to BattSwap or post on the Sites will be treated as non-confidential and non-proprietary. BattSwap will have no obligations with respect to such submissions and BattSwap will be free to copy, disclose, distribute, incorporate, and otherwise use any such submission for any and all commercial or non-commercial purposes.

In addition, if the Sites provide areas where users can post communications, BattSwap may, but is not obligated to, monitor or review the content on the Sites where users post information. BattSwap shall have the right to remove any communications from others on the Sites, in its sole discretion, including materials that BattSwap deems to be abusive, defamatory, obscene, or otherwise unacceptable. BattSwap shall have no liability related to the content in any communications by others, whether arising under the laws of copyright, libel, privacy, obscenity, or otherwise.

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Modifications to the Sites

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Sites (or any features or parts thereof) at any time.

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Special Admonitions for International Use

The Sites are hosted in the United States of America. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer.

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Choice of Law; Jurisdiction

BattSwap administers the Sites from its offices in Palo Alto, California, USA. BattSwap makes no representation that materials or services on the Sites are appropriate or available for use outside the United States. If you choose to access the Sites from outside the United States, you are responsible for compliance with all applicable local laws. These Terms shall be governed by and construed in accordance with the laws of the state of Arizona, exclusive of its choice of law or conflicts of law rules. The exclusive venue for all litigation regarding or arising out of the Sites shall be in Santa Clara County, California and you agree to submit to the jurisdiction of the courts of Santa Clara County, California for such litigation.

 

Miscellaneous

In the event that one or more portions of these Terms shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other provision contained in these Terms. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision. BattSwap may revise these Terms at any time by updating this posting. These terms are effective unless and until these Terms have been terminated by either you or BattSwap. You may terminate these Terms at any time. BattSwap also may terminate these Terms at any time without notice, and may deny you access to the Sites, if in BattSwap’s sole judgment, you fail to comply with any term or provision of these Terms. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms, for all purposes. You should visit this page from time to time to review the most current Terms because they will be binding on you.