Voltra Platform Terms

Last updated: June 17th, 2026

THE VOLTRA PLATFORM IS PROVIDED BY VOLTRA ENERGY. THESE TERMS OF SERVICE ARE ENTERED INTO BETWEEN YOU AND VOLTRA ENERGY, REGARDLESS OF WHETHER THE PLATFORM DISPLAYS THIRD-PARTY BRANDING.

The following terms of service, together with any additional terms they expressly incorporate by reference (collectively, these "Terms of Service"), govern your access to and use of: (i) the Voltra platform, including our web applications, APIs, device connectivity services, and related software (the "Platform"); (ii) any Connected Equipment operating on or otherwise using the Platform; (iii) any text, data, information, and other materials or content contained on or provided through the Platform (collectively, the "Content"); and (iv) all other products or services provided by us to you, as more particularly described in the Documentation. The foregoing (i) through (iv) is collectively referred to as the "Services" throughout these Terms of Service.

These Terms of Service form an agreement between you and: (i) Voltra Energy Inc., a company registered in Ontario, Canada, with its principal place of business at 151 Charles St W Suite 100, Kitchener, ON N2G 1H6, Canada, if you are using the Services in Canada; or (ii) Voltra Energy U.S. Inc., a company registered in Delaware, with its principal place of business at 713 N Shoreline Blvd, Mountain View, CA 94043, if you are using the Services in the United States or any other country (collectively, "Voltra", "us", "we", "our"). The term "you" or "Customer" refers to the person or entity browsing, installing, downloading, accessing, or otherwise using the Services ("use" or "using" in these Terms of Service will mean any of the foregoing).

IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU MUST NOT ACCESS OR USE AND WILL IMMEDIATELY CEASE ANY FURTHER ACCESS OR USE OF THE SERVICES. BY CLICKING TO ACCEPT THESE TERMS OF SERVICE, SIGNING IN TO THE PLATFORM USING YOUR EMAIL ADDRESS OR PHONE NUMBER, OR BY USING THE SERVICES IN ANY WAY, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION PROVIDED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

PLEASE NOTE THAT THESE TERMS OF SERVICE CONTAIN PROVISIONS THAT GOVERN CLAIMS BETWEEN VOLTRA AND YOU. PLEASE SEE SECTION 11 (DISCLAIMER), SECTION 12 (LIMITATION OF LIABILITY), AND SECTION 13 (INDEMNIFICATION) FOR MORE DETAILS.

1. Changes to These Terms

We reserve the right, in our sole discretion, to change any element of these Terms of Service or the Services at any time. When we change these Terms of Service, we will post the updated version to the Platform. If required by applicable law, we will also provide you with prior notice of the change by sending you an email or notifying you by some other means.

If you reside in Canada and you do not agree with the change, you may cancel these Terms of Service as set out herein. Your continued access to or use of the Services after any changes to these Terms of Service indicates your acceptance of such changes.

If you reside in the United States or any other country, unless you first reject the updated Terms of Service by discontinuing all use of the Services and sending a notice of termination to legal@voltra.com, you will be deemed to accept the changes and they will take effect at the "Update Effective Time", which is the earlier of: (a) 11:00 a.m. Eastern time on the 30th day after Voltra posts them (or a later date that we specify in the update, if any); (b) your first use of a new or changed feature of the Services that is subject to the updated part of the Terms of Service; or (c) your taking some other action to specifically accept the updated Terms of Service, such as clicking to accept them.

We may, at our discretion, suspend your access to or use of the Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Service; (iii) to address any emergency security concerns; (iv) to modify the Services; or (v) if required to do so or permitted by applicable law.

2. Definitions

"Aggregated Data" means data derived from Customer Data or usage of the Platform that has been de-identified and anonymized such that it: (a) does not identify a specific natural person; (b) does not identify, by network internet protocol address, raw hardware serial number, or raw MAC address, a specific computing device associated with or used by a person; (c) does not identify Customer, Customer's End Users, or Customer's business operations; and (d) is not reasonably linkable to a specific natural person, Customer, End User, or Customer's Connected Equipment due to technical, legal, or other controls.

"Authorized User" means any individual authorized by you to access and use the Services on your behalf.

"Carbon Credits" means low-carbon fuel standard credits, carbon offsets, renewable fuels credits, emissions reduction units, or other credits, benefits, reductions, offsets, and allowances.

"Connected Equipment" means EV chargers, batteries, inverters, solar systems, industrial control systems, microgrid controllers, and other devices connected to and managed through the Platform.

"Control Command" means a command, schedule, setpoint, or other instruction sent from the Services to Connected Equipment to cause a device to change state or behavior.

"Customer Data" means all data, content, and information uploaded to, transmitted through, or generated by your use of the Platform, including data from Connected Equipment.

"Documentation" means the user guides, technical specifications, and other materials describing the Platform's features and functionality.

"End User" means any individual who uses your products or services that are powered by the Platform.

"Usage Fees" means fees charged by Customer to End Users for use of Customer's Connected Equipment.

"Fees" means the amounts payable by Customer to Voltra as set forth in an Order Form, the Platform pricing, or the pricing tier selected by Customer.

"Operator" means a third party that owns, operates, or otherwise controls particular Connected Equipment at a particular location.

"Order Form" means an ordering document or online order specifying the Services to be provided, applicable Fees, and other terms.

"Safety Envelope" means the set of safe operating limits, guardrails, interlocks, and conditions that govern whether a Control Command is safe for a device, site, or end user in a particular context, as implemented and enforced by equipment manufacturers and vendors. The Safety Envelope is the exclusive responsibility of equipment manufacturers and is subject to equipment certifications (including UL, CSA, CE, and other applicable safety standards) that Voltra neither provides nor guarantees.

"Custom Integration" means an Integration built by Customer using Voltra's APIs.

"Integration" means a software connection that enables data exchange or functionality between the Platform and Third-Party Services.

"Integration Data" means Customer Data that is accessed, transmitted to, or received from a Third-Party Service through an Integration.

"Integration Store" means Voltra's catalog of available Integrations that Customers may enable for use with their accounts.

"Third-Party Products" means third-party technology licensed under separate license terms, or other third-party products including device firmware that are owned by third parties. For the avoidance of doubt, Third-Party Services accessed through Integrations are governed by Section 9.

"Third-Party Service" means any service, application, or system operated by a third party that Customer connects to through an Integration.

3. The Services

3.1 Platform Access

Subject to these Terms of Service, Voltra grants you a non-exclusive, non-transferable right to access and use the Platform during the term of this agreement for your internal business purposes.

3.2 Service Features

The Platform provides:

Unified device connectivity and management for Connected Equipment
Data logging, monitoring, and visualization
API access for integrations
Energy management and control features
EV charging management capabilities
Additional features as described in the Documentation

3.3 Orchestration Role

Voltra operates at the orchestration layer. Voltra receives or computes schedules and dispatch decisions based on inputs from customers and external sources, and routes Control Commands to Connected Equipment according to the integration and configuration agreed between the parties.

Voltra does not design or operate device firmware, device logic, or the Safety Envelope and is not responsible for determining whether a particular Control Command is safe for a device, site, or end user in a given context. Voltra relies on the device state and other information reported by device APIs and on the Safety Envelope implemented by equipment vendors. Voltra is not responsible for verifying the accuracy of information reported by device APIs and has no obligation to detect anomalies or inconsistencies in device-reported data. Customer acknowledges that the Services process device data as received without independent verification.

3.4 Modifications

Voltra may make modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations, and adaptations ("Modifications") to the Services from time to time. Voltra will use reasonable efforts to provide notice in advance of any upcoming significant releases, maintenance, or other events that may affect the Services.

3.5 Third-Party Products

The Services may include Third-Party Products. Any acquisition by you of such Third-Party Products, and any exchange of data between you and any such provider of Third-Party Products, is solely between you and the applicable Third-Party Products provider. Voltra does not warrant or support Third-Party Products.

4. Your Account

4.1 Account Registration

In order to access certain features of the Services, you will be required to create a Voltra user account with login credentials ("User ID") through the available interfaces within the Platform (an "Account").

VOLTRA OFFERS A SINGLE SIGN-ON EXPERIENCE FOR THE PLATFORM AND ALL PARTNER APPLICATIONS. BY CREATING AN ACCOUNT ON A PARTNER APPLICATION, YOUR ACCOUNT ON THE VOLTRA PLATFORM AND ALL OTHER PARTNER APPLICATIONS WILL SIMULTANEOUSLY AND AUTOMATICALLY BE CREATED USING THE SAME USER ID.

4.2 Third-Party Sign-in Services

If you choose to create or access your Account using a third-party authentication service such as Google Sign-In or Sign in with Apple, you acknowledge and agree that:

Your use of these services is subject to the applicable terms and privacy policies of the respective providers.
Voltra does not control and is not responsible for the performance, availability, security, or accuracy of these third-party services.
Any personal information shared with these services is governed by their respective privacy practices.

4.3 Account Security

You will keep your User ID and Account secure and will not grant access to or otherwise share them with any other person. You will immediately notify us if your User ID is lost or stolen or if you become aware of any actual or suspected unauthorized use of your Account.

4.4 Account Information

You must provide us with true, accurate, current, and complete information relating to your Account. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to the Services.

4.5 Account Responsibility

You agree to monitor and control all activity associated with your Account. Voltra is entitled to act on instructions received through your Account. Voltra is not responsible for any actions taken or transactions made to or from your Account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all transactions or activities that occur under or in connection with the User ID.

5. Your Obligations

5.1 Account Management

You are responsible for:

Maintaining accurate account information
Managing user access and credentials
Ensuring authorized users comply with these Terms of Service

5.2 Connected Equipment

You are responsible for:

Ensuring Connected Equipment meets manufacturer specifications
Proper installation and maintenance of Connected Equipment
Compliance with applicable electrical codes and safety standards
Obtaining necessary permits and approvals

5.3 Compliance

You shall comply with all applicable laws, regulations, and industry standards in connection with use of the Services.

5.4 Export Controls

The Services are subject to export control and sanctions laws of the United States, Canada, and other jurisdictions. You represent and warrant that: (a) you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. trade sanctions as maintained by the Office of Foreign Assets Control (OFAC) at https://ofac.treasury.gov; (b) you are not designated on the U.S. Specially Designated Nationals and Blocked Persons List, Entity List, Denied Persons List, or any similar restricted party list; and (c) you are not fifty percent (50%) or more owned or controlled by any such party.

You shall not access, download, use, export, or re-export the Services: (i) in any U.S.-embargoed country or region; (ii) in violation of any U.S., Canadian, or other applicable export law or regulation; or (iii) for any prohibited end-use, including the design, development, production, or use of nuclear, chemical, or biological weapons or missile technology.

5.5 Acceptable Use

You shall not, and shall not permit others to:

Use the Services for any unlawful purpose
Interfere with or disrupt the Services
Attempt to gain unauthorized access to any systems
Reverse engineer, decompile, or disassemble the Platform
Resell or redistribute access without authorization
Transmit malware or malicious code
Sub-license, sell, rent, lend, lease, or distribute the Services
Use the Services to build a similar or competitive product
Perform any vulnerability, penetration, or similar testing of the Services without Voltra's prior written consent
Remove or obscure any proprietary notices or labels on the Services

5.6 Customer Privacy Policy Requirement

If you use the Services in connection with End Users, you represent and warrant that you maintain a publicly accessible privacy policy that: (a) accurately describes your collection, use, and disclosure of personal information; (b) discloses that you use third-party service providers to process data; (c) provides End Users with information about their privacy rights under applicable law; and (d) complies with all applicable privacy laws, including where applicable the California Consumer Privacy Act (CCPA), General Data Protection Regulation (GDPR), and the Personal Information Protection and Electronic Documents Act (PIPEDA).

Upon Voltra's request, you will provide Voltra with the URL of such privacy policy within ten (10) business days. Your failure to maintain a compliant privacy policy, or your failure to provide evidence of such policy upon request, constitutes a material breach of these Terms of Service.

5.7 End User Data Compliance Certification

If you access or process End User data through the Services, by accepting these Terms of Service you certify that:

(a) You have a privacy policy compliant with applicable law that is publicly accessible to End Users;

(b) You have implemented reasonable administrative, technical, and physical safeguards to protect End User data;

(d) You will promptly notify Voltra at security@voltra.com, and in any event within seventy-two (72) hours, of any actual or suspected data breach affecting End User data;

(e) You have designated a privacy or security contact responsible for data protection compliance; and

(f) You will cooperate with Voltra in responding to any data subject requests or regulatory inquiries relating to End User data.

You will renew this certification upon each renewal of these Terms of Service or upon Voltra's reasonable request. A material misrepresentation in this certification constitutes a material breach of these Terms of Service.

5.8 Voltra Direct User Data

(a) Definition. "Voltra Direct User Data" means personal information of individuals who interact directly with Voltra's consumer-facing services, independent of any specific Customer relationship, including:

Account information for users of Voltra's driver application or consumer portal
Payment credentials stored in Voltra's payment wallet
Session data from Voltra's public charging network or roaming partners

(b) Voltra as Controller. Voltra is the data controller for Voltra Direct User Data. When an individual creates an account with Voltra's direct services, uses Voltra's payment wallet, or accesses charging through Voltra's roaming network, that individual's data is governed by the Voltra Privacy Policy and Voltra User Terms of Service—not these Terms of Service or your privacy policy.

(c) Carve-Out. These Terms of Service and the Data Processing Addendum do not apply to Voltra's processing of Voltra Direct User Data. Voltra may use Voltra Direct User Data in accordance with the Voltra Privacy Policy.

(d) Overlapping Scenarios. An individual may have relationships with both you and Voltra (e.g., an End User who registers with your application and also creates a Voltra payment wallet account). In such cases:

Data collected through your integration remains End User data governed by these Terms of Service
Data collected through Voltra's direct services remains Voltra Direct User Data governed by the Voltra Privacy Policy
Each party is independently responsible for its own data controller obligations

6. Data Rights

6.1 Customer Data Ownership

You retain all rights, title, and interest in Customer Data (excluding Aggregated Data, which is addressed in Section 6.2). As between you and Voltra, you are the data controller (or "business" under CCPA) for Customer Data, including any End User data you collect through the Services. You determine the purposes and means of processing Customer Data, and Voltra processes such data on your behalf as a data processor (or "service provider" under CCPA) in accordance with the Data Processing Addendum.

You hereby grant to Voltra, its affiliates, its licensors, and each of their respective employees, officers, directors, contractors, and representatives:

(a) a non-exclusive, worldwide, royalty-free, transferable, sublicensable, and fully paid-up license during the Term to process, store, transmit, disclose, copy, modify, and display Customer Data to provide the Services, including where applicable to share and transmit such Customer Data to Operators and partners; and

(b) a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up license to process Customer Data to: (i) improve, enhance, develop, and optimize the Services and Voltra's other products and offerings; and (ii) generate Aggregated Data as described in Section 6.2.

For clarity, the license in subsection (b) survives termination of these Terms of Service. To clarify, Aggregated Data is not Customer Data and is not subject to the restrictions applicable to Customer Data under these Terms of Service.

6.2 Aggregated Data

Voltra may collect, compile, analyze, and otherwise create Aggregated Data from Customer Data and Platform usage. Voltra owns all rights, title, and interest in Aggregated Data and may use it for any business purpose whatsoever, including without limitation:

Product development, improvement, and optimization
Machine learning and AI model training, development, and enhancement
Grid modeling, load forecasting, and energy analytics
Industry benchmarking, comparative analytics, and market research
Academic and commercial research and publications
Creating and licensing data products and services
Any other lawful business purpose

You acknowledge that Voltra and its affiliates and service providers are free to create, process, store, transmit, disclose, license, sell, and otherwise use Aggregated Data during and after the Term for any purpose and without restriction, compensation, attribution, or obligations of any kind to you. Voltra is not obligated to pay you for its use of Aggregated Data.

Aggregated Data is not Customer Data, is not your Confidential Information, and is not subject to the confidentiality, data retention, data deletion, or data export provisions of these Terms of Service or the Data Processing Addendum.

6.3 Carbon Credits

Certain Connected Equipment may be eligible to generate low-carbon fuel standard credits, carbon offsets, renewable fuels credits, emissions reduction units, renewable energy certificates, or other credits, benefits, reductions, offsets, and allowances ("Carbon Credits"). Voltra maintains registration and administrative reporting relationships with various governing entities for the purpose of claiming Carbon Credits related to the use of Connected Equipment through the Services.

Carbon Credit Services. If you enroll in Voltra's Carbon Credit Services, the Carbon Credit Services Addendum shall apply and will govern the allocation of Carbon Credits between you and Voltra.

6.4 Data Retention

You are responsible for maintaining, protecting, and making backups of all Customer Data. To the extent permitted by applicable law, Voltra will not be liable for any failure to store, or for loss or corruption of, Customer Data.

Upon termination, you may export Customer Data for sixty (60) days. Voltra will delete Customer Data within ninety (90) days of termination, except for Aggregated Data which Voltra may retain indefinitely.

6.5 Integration Data

You acknowledge that Integration Data transmitted to Third-Party Services is no longer within Voltra's custody or control. Voltra's data protection obligations under these Terms of Service and the Data Processing Addendum do not apply to Integration Data after transmission to a Third-Party Service, except where the third party is a Voltra subprocessor.

7. Connected Equipment Safety

7.1 Safety Envelope

The safety-critical functions of Connected Equipment (the "Safety Envelope") are the sole responsibility of equipment manufacturers and vendors. Voltra's Platform provides connectivity and data services but does not replace or override equipment safety mechanisms.

Equipment vendors are solely responsible for:

Defining, implementing, and enforcing the Safety Envelope for each device
Ensuring that all control endpoints are designed such that any valid Control Command remains within the Safety Envelope
Implementing appropriate guardrails, interlocks, and failsafes at the device and cloud levels to prevent unsafe operation
The semantics, interpretation, and effects of Control Commands at the device level
The design, development, testing, and operation of device firmware and embedded control logic
Ensuring that firmware updates and configuration changes do not render devices unsafe

7.2 No Device-Level Safety

Voltra does not design or operate device firmware, device logic, or Safety Envelopes and is not responsible for determining whether a particular Control Command is safe for a device, site, or end user in a given context. Voltra relies on the device state and other information reported by device APIs and on the Safety Envelope implemented by equipment vendors.

Voltra may perform formatting, routing, aggregation, or orchestration-layer transformations necessary to route Control Commands, but Voltra will not intentionally override or bypass equipment vendors' Safety Envelopes or documented safety limits.

7.3 Your Responsibility

You must ensure that appropriate safety systems are in place independent of the Platform. You shall not rely on the Platform for safety-critical functions. You acknowledge that equipment vendors, not Voltra, are responsible for equipment design, manufacturing, built-in safety features, compliance with safety standards and certifications, and safety-related firmware and updates.

7.4 Device Behavior Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOLTRA DISCLAIMS ALL LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER HARM ARISING FROM DEVICE BEHAVIOR, INCLUDING WHERE SUCH BEHAVIOR OCCURS IN RESPONSE TO CONTROL COMMANDS ISSUED THROUGH THE SERVICES.

8. High-Risk Services

8.1 Additional Agreements Required

Certain Platform features require separate addendums before use:

Load balancing and load management services (Load Management Services Addendum)
Microgrid control services (Microgrid Controls Addendum)
Virtual power plant (VPP) and demand response participation (VPP and Demand Response Services Addendum)
Carbon credit generation services (Carbon Credit Services Addendum)
Station discovery and roaming services (EV Roaming Services Addendum)

The applicable addendum is incorporated into these Terms upon your enrollment in the corresponding service.

8.2 Critical Infrastructure

Use of the Platform in connection with critical infrastructure (power plants, grid operations, industrial facilities) requires:

A separate written agreement
Implementation of appropriate redundancy and safety systems independent of the Platform
Compliance with applicable regulations and industry standards

8.3 High-Risk Use Disclaimer

The Platform and Services are not designed or intended for use in environments or applications where the failure of the Platform or Services could lead to death, personal injury, or severe physical or environmental damage without appropriate safety systems in place ("High-Risk Use"). Examples include medical devices, aircraft navigation or communication systems, nuclear facilities, air traffic control, and life support or emergency systems. Voltra disclaims any express or implied warranty of fitness for High-Risk Use without separate written agreements specifying safety requirements and redundancy systems.

8.4 Beta Services

Certain features of the Platform may be offered as "alpha," "beta," "preview," "early access," "experimental," "labs," "pilot," or similar designations ("Beta Services"). Your use of any Beta Services is governed by the Beta Services Addendum available at https://www.voltra.com/legal/beta-services, which is incorporated into these Terms of Service by reference. Beta Services are provided without service level commitments, may be modified or discontinued at any time, and are subject to enhanced disclaimers and limitations of liability as set forth in the Beta Services Addendum.

9. Integrations

9.1 Integration Store

The Platform includes an Integration Store through which you may enable Integrations with Third-Party Services. You may also build Custom Integrations using Voltra's APIs in accordance with the Documentation.

9.2 Enabling Integrations

Before enabling an Integration, you will be presented with information describing the Integration's data access requirements and capabilities. By enabling an Integration, you:

(a) Authorize Voltra to transmit Integration Data to and receive data from the applicable Third-Party Service;

(b) Acknowledge that the Third-Party Service will receive and process Integration Data in accordance with that third party's own terms and privacy practices;

(c) Accept sole responsibility for evaluating whether the Integration is appropriate for your use case and compliance requirements.

9.3 Customer Responsibility for Integration Data

You are solely responsible for:

(a) Determining which Integrations to enable and what data to transmit through Integrations;

(b) Ensuring you have all necessary rights, consents, and legal bases to transmit Integration Data (including End User Data) to Third-Party Services;

9.4 Third-Party Services

(a) Third-Party Services are operated by third parties, not Voltra. When you enable an Integration, the applicable Third-Party Service—not Voltra—receives, controls, and is responsible for Integration Data transmitted to that service.

(b) Your use of Third-Party Services is governed solely by your agreement with the applicable third party. Voltra is not a party to any agreement between you and a Third-Party Service provider.

(c) Voltra does not control and is not responsible for: (i) the availability, accuracy, or performance of Third-Party Services; (ii) how Third-Party Services process, store, or protect Integration Data; (iii) any acts or omissions of Third-Party Service providers; or (iv) any content, products, or services provided by Third-Party Services.

9.5 Subprocessors Distinguished

Section 9.4 does not apply to third parties that process Customer Data solely as Voltra's subprocessors under the Data Processing Addendum. A current list of Voltra's subprocessors is available at https://trust.voltra.com.

9.6 Integration Data Flows

(a) Transmission of Customer Data (including End User Data) to Third-Party Services;

(b) Receipt of data from Third-Party Services into the Platform;

9.7 Control Commands Through Integrations

(a) Certain Integrations may enable Third-Party Services to send Control Commands to Connected Equipment through the Platform. By enabling such an Integration, you authorize the Third-Party Service to issue Control Commands on your behalf.

(b) You are solely responsible for: (i) determining whether to enable Integrations capable of sending Control Commands; (ii) configuring appropriate limits, permissions, and safeguards within the Third-Party Service; (iii) ensuring that Control Commands issued through Integrations are appropriate for your Connected Equipment, Sites, and End Users.

(c) Voltra routes Control Commands received through Integrations but does not validate, filter, or take responsibility for the content, timing, or appropriateness of such commands. The Safety Envelope provisions in Section 7 apply to all Control Commands regardless of source.

9.8 No Voltra Responsibility for Integration-Initiated Commands

Voltra disclaims all liability for any damage, injury, or loss arising from Control Commands initiated by Third-Party Services through Integrations, including where such commands result in unintended device behavior. Your sole recourse for such claims is against the applicable Third-Party Service provider.

9.9 Integration Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) INTEGRATIONS AND THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VOLTRA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY INTEGRATION OR THIRD-PARTY SERVICE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, OR NON-INFRINGEMENT.

(b) VOLTRA DOES NOT WARRANT THAT INTEGRATIONS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPATIBLE WITH YOUR REQUIREMENTS OR ANY THIRD-PARTY SERVICE.

(c) VOLTRA'S TECHNICAL REVIEW OF INTEGRATIONS PRIOR TO INCLUSION IN THE INTEGRATION STORE DOES NOT CONSTITUTE A WARRANTY, ENDORSEMENT, OR ASSUMPTION OF LIABILITY FOR SUCH INTEGRATIONS.

(d) YOU ASSUME ALL RISK ARISING FROM YOUR SELECTION, ENABLEMENT, AND USE OF INTEGRATIONS AND THIRD-PARTY SERVICES.

9.10 No Voltra Liability for Third-Party Services

Voltra will have no liability whatsoever for any Third-Party Service, including for: (i) data breaches or security incidents at Third-Party Services; (ii) Third-Party Service unavailability or discontinuation; (iii) changes to Third-Party Service functionality or terms; (iv) any claims arising from your or End Users' use of Third-Party Services.

9.11 Integration Indemnification

In addition to your indemnification obligations under Section 13, you will defend, indemnify, and hold harmless the Voltra Parties from and against any claims, damages, losses, costs, or expenses arising out of or in connection with:

(a) Your selection, enablement, configuration, or use of Integrations;

(b) Integration Data transmitted to Third-Party Services, including any claims that such transmission violated applicable law or third-party rights;

(d) Any dispute between you and a Third-Party Service provider;

(e) Claims by End Users arising from your authorization of Third-Party Service access to End User Data.

9.12 Allocation of Liability

As between Voltra and you:

(a) The Third-Party Service provider is responsible for claims arising from that provider's acts, omissions, or breach of its obligations to you;

(b) Voltra is responsible for claims arising from Voltra's failure to route Integration Data or Control Commands in accordance with the Platform's technical specifications;

(c) You are responsible for claims arising from your decision to enable an Integration, your configuration of Integrations, or your breach of this Section 9.

10. Proprietary Rights

10.1 Voltra IP

Voltra or its licensors retain all right, title, and interest including all intellectual property rights in and to: (a) the Services; (b) Documentation; (c) anything used, developed, or delivered by or on behalf of Voltra, including any Aggregated Data; (d) Voltra's Confidential Information; and (e) any Modifications to any of the foregoing (collectively, the "Voltra Property"). All rights not expressly granted by Voltra to you are reserved.

10.2 License Grant

Subject to these Terms of Service, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable license during the Term to access and use the Services in accordance with these Terms of Service. Neither these Terms of Service nor your use of the Services grants you ownership in the Services or the Content you access through the Services. These Terms of Service do not grant you any right to use Voltra's trademarks or other brand elements.

10.3 Feedback

You grant to Voltra and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, and fully paid-up royalty-free license to use, incorporate into the Services, and otherwise exploit in any manner any suggestion, enhancement request, recommendation, correction, or other feedback provided by you relating to the operation of Services ("Feedback"). Nothing in these Terms of Service will restrict Voltra's right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you.

11. Disclaimer

THIS SECTION 11 DOES NOT APPLY IN ANY JURISDICTION IN WHICH IT IS EXPRESSLY PROHIBITED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

VOLTRA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

11.1 Connected Equipment Disclaimer

VOLTRA MAKES NO WARRANTIES REGARDING CONNECTED EQUIPMENT, INCLUDING WARRANTIES OF SAFETY, FUNCTIONALITY, OR COMPATIBILITY. ALL EQUIPMENT WARRANTIES ARE PROVIDED SOLELY BY THE RESPECTIVE MANUFACTURERS AND VENDORS. VOLTRA WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CONNECTED EQUIPMENT, THIRD-PARTY PRODUCTS, OR DEVICE FIRMWARE.

11.2 No Warranty of Program Suitability

VOLTRA DOES NOT WARRANT THAT ANY PARTICULAR CONTROL PATTERN, DISPATCH STRATEGY, OR PROGRAM CONFIGURATION IS SUITABLE FOR A SPECIFIC END USER, DEVICE, OR SITE. THAT SUITABILITY DEPENDS ON DEVICE CAPABILITIES, INSTALLATION CONTEXT, AND CONTRACTS BETWEEN THE END USER, OPERATORS, AND OTHER MARKET PARTICIPANTS.

12. Limitation of Liability

THIS SECTION 12 DOES NOT APPLY IN ANY JURISDICTION IN WHICH IT IS EXPRESSLY PROHIBITED BY APPLICABLE LAW.

12.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VOLTRA OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES, AND SERVICE PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH VOLTRA, THE "VOLTRA PARTIES") BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, PROPERTY DAMAGE, FINES, FEES, PENALTIES, OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THE INABILITY TO MAKE USE OF THE SERVICES, OR THESE TERMS OF SERVICE.

12.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE VOLTRA PARTIES IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES, EXCEED THE FEES PAID BY YOU TO VOLTRA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

12.3 Force Majeure

NEITHER PARTY IS LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ANY EVENT OR CIRCUMSTANCE BEYOND SUCH PARTY'S REASONABLE CONTROL, INCLUDING INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, PANDEMICS, ACTS OF GOD, WAR, ACT OF TERRORISM, GOVERNMENTAL ACTIONS, WIDESPREAD UTILITY OR GRID INTERRUPTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. THIS SECTION DOES NOT EXCUSE CUSTOMER'S OBLIGATION TO PAY FEES.

12.4 Exceptions to Limitations

THE LIMITATIONS IN SECTIONS 12.1 AND 12.2 DO NOT APPLY TO:

(A) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13;

(B) YOUR BREACH OF THE ACCEPTABLE USE RESTRICTIONS IN SECTION 5.5;

(C) YOUR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, PROVIDED THAT LIABILITY FOR SUCH BREACH SHALL NOT EXCEED TWO (2) TIMES THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM;

(D) EITHER PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT;

(E) YOUR OBLIGATION TO PAY FEES; OR

(F) CLAIMS FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY'S NEGLIGENCE, WHERE APPLICABLE LAW PROHIBITS LIMITATION.

12.5 Quebec Residents

If you are a consumer residing in Quebec: (a) you may bring legal proceedings in the courts of Quebec; (b) the limitations of liability and warranty disclaimers in Sections 11 and 12 do not apply to the extent prohibited by the Consumer Protection Act (Quebec); (c) we will provide you with at least 30 days notice before making changes to these Terms that increase your obligations or reduce our obligations, and you may refuse such changes and terminate without penalty; and (d) a French version of these terms is available upon request at legal@voltra.com.

12.6 New Jersey Residents

The limitations in this Section 12 do not apply to the extent they are prohibited under New Jersey law. Nothing in these Terms of Service is intended to limit your rights under the New Jersey Consumer Fraud Act or Truth-in-Consumer Contract, Warranty and Notice Act.

12.7 State Consumer Protection Laws

To the extent any state consumer protection laws prohibit limitations on implied warranties or exclusion of certain damages, the limitations in Sections 11 and 12 may not apply to you. You may have other rights that vary from state to state.

13. Indemnification

YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE VOLTRA PARTIES FROM AND AGAINST ANY CLAIMS, CAUSES OF ACTION, DEMANDS, RECOVERIES, LOSSES, DAMAGES, FINES, PENALTIES, OR OTHER COSTS OR EXPENSES OF ANY KIND OR NATURE, INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES, INCLUDING IN EACH CASE AS A RESULT OF A CLAIM OR ACTION BY A THIRD PARTY, ARISING OUT OF OR IN CONNECTION WITH:

(A) YOUR CUSTOMER DATA;

(B) YOUR USE OF THE SERVICES, INCLUDING ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES;

(D) YOUR VIOLATION OF ANY APPLICABLE LAW OR THE RIGHTS OF A THIRD PARTY (INCLUDING INTELLECTUAL PROPERTY RIGHTS);

(E) THE DESIGN, BEHAVIOR, OR OPERATION OF CONNECTED EQUIPMENT OR DEVICE FIRMWARE, INCLUDING IN RESPONSE TO CONTROL COMMANDS SENT THROUGH THE SERVICES (THIS INDEMNITY IS UNCAPPED AND IS NOT SUBJECT TO THE LIMITATIONS IN SECTION 12);

(F) YOUR FAILURE TO IMPLEMENT OR ENFORCE AN ADEQUATE SAFETY ENVELOPE;

(G) DISPUTES BETWEEN YOU AND YOUR END USERS;

(H) YOUR USE OF INTEGRATIONS AS SET FORTH IN SECTION 9.11.

VOLTRA WILL PROMPTLY NOTIFY YOU OF ANY CLAIMS SUBJECT TO INDEMNIFICATION. VOLTRA RESERVES THE RIGHT, AT YOUR COST, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

14. Privacy

You authorize Voltra to collect, use, disclose, and otherwise handle personal information in accordance with the Voltra Privacy Policy available at https://www.voltra.com/legal/privacy, as updated by Voltra from time to time. We may disclose your personal information to applicable Operators, service providers, and partners for the purposes of providing the Services, customer support, and troubleshooting issues. You authorize Operators and partners to collect, use, disclose, and otherwise handle your personal information in accordance with their own practices or privacy policies which we recommend that you obtain and review carefully.

15. Data Security and Breach Notification

15.1 Security Measures

Voltra implements reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, destruction, use, modification, or disclosure. Such safeguards include, at a minimum:

Encryption of Customer Data in transit using industry-standard protocols (TLS 1.2 or higher)
Access controls limiting access to Customer Data to personnel with a business need
Regular security assessments and vulnerability testing
Incident response procedures

15.2 Security Breach Definition

"Security Breach" means any unauthorized access to or acquisition of Customer Data that compromises the security, confidentiality, or integrity of such data.

15.3 Breach Notification

In the event Voltra becomes aware of a Security Breach affecting Customer Data, Voltra will notify you without unreasonable delay and in any event within seventy-two (72) hours of becoming aware of the breach. Notification will be sent to the email address associated with your account.

The notification will include, to the extent known:

A description of the nature of the Security Breach
The categories and approximate number of records affected
The likely consequences of the breach
Measures taken or proposed to address the breach
Contact information for further inquiries

15.4 Customer Responsibilities

You are responsible for:

Implementing appropriate security measures for your own systems
Promptly notifying Voltra of any suspected security breach originating from your environment
Complying with your own notification obligations under applicable privacy and data protection laws

16. Confidentiality

16.1 Protection

You acknowledge that in the course of using the Services, you may come into contact with our confidential information, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Service or with any applicable laws compelling disclosure.

16.2 Duration

Confidentiality obligations survive termination for three (3) years.

17. Fees and Payment

17.1 Fees

Customer will pay Voltra the fees for the Services as set forth in: (a) an Order Form executed between Customer and Voltra; (b) the pricing displayed in the Platform at the time of purchase or subscription; or (c) the pricing tier selected by Customer during account registration (collectively, "Fees"). Unless otherwise specified, all Fees are stated in U.S. Dollars and are exclusive of taxes.

Fees may include:

Subscription fees for Platform access
Usage-based fees calculated on API calls, device connections, transactions processed, or other usage metrics as specified in the applicable pricing
Transaction fees or revenue share on payments processed through the Platform
Support fees for enhanced support tiers
Professional services fees as separately agreed

17.2 Usage-Based Pricing

If Customer is on usage-based pricing:

Fees are calculated based on actual usage as measured by Voltra's systems
Voltra will provide usage reporting through the Platform dashboard
Customer acknowledges that Voltra's usage measurements are the authoritative record for billing purposes

17.3 Payment Terms

Unless otherwise specified in an Order Form:

For subscription fees, Customer will pay in advance for each billing period
For usage-based fees, Voltra will invoice Customer monthly in arrears
Customer will pay all invoiced amounts within thirty (30) days of invoice date
Customer authorizes Voltra to charge the payment method on file for recurring fees

17.4 Late Payment

Late payments will incur interest at the rate of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law if less, plus reasonable collection costs including attorneys' fees.

17.5 Taxes

Customer is responsible for all sales, use, value-added, goods and services, withholding, and other taxes, duties, and levies arising from Customer's purchase or use of the Services, except for taxes based on Voltra's net income. If Voltra is required to collect or remit taxes, Voltra will invoice Customer for such taxes and Customer will pay them upon invoice. If Customer is exempt from any taxes, Customer will provide Voltra with a valid exemption certificate or other documentation.

17.6 Fee Changes

Voltra may change Fees upon thirty (30) days' prior notice. Fee changes will take effect at the start of Customer's next billing period following such notice. If Customer does not agree to the fee change, Customer may terminate these Terms of Service before the new fees take effect.

17.7 Suspension for Non-Payment

Voltra may suspend Customer's access to the Services if Customer's account is more than fifteen (15) days past due. Voltra will provide at least five (5) days' notice before suspension, except where Voltra reasonably believes suspension is necessary to protect Voltra's systems or other customers. Suspension does not relieve Customer of the obligation to pay outstanding amounts.

17.8 Disputes

If Customer disputes any invoiced amount in good faith, Customer must notify Voltra in writing within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. Customer must pay all undisputed amounts when due. The parties will work together in good faith to resolve the dispute. If the dispute is resolved in Customer's favor, Voltra will credit Customer's account or refund the disputed amount.

17.9 Refunds

Unless otherwise specified in an Order Form or required by applicable law, all Fees paid are non-refundable. If Voltra terminates these Terms of Service for reasons other than Customer's breach, Voltra will refund to Customer a pro-rata portion of any prepaid Fees for the unused portion of the then-current billing period.

17.10 Usage Fee Collection

If Customer uses the Platform to charge fees to End Users for use of Customer's Connected Equipment ("Usage Fees"):

Customer determines the Usage Fee amounts and is solely responsible for compliance with applicable pricing laws and regulations
Voltra may process Usage Fee payments on Customer's behalf if Customer enrolls in Voltra's payment processing services
If Voltra processes Usage Fees, Voltra will remit such fees to Customer less applicable transaction fees and processing costs, according to the remittance schedule specified in the Platform or Order Form
Customer is solely responsible for any disputes with End Users regarding Usage Fees

18. Term and Termination

18.1 Term

These Terms of Service will commence on the day you first use the Services and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Service (the "Term").

18.2 Termination

We may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email or through the Platform. You may terminate these Terms of Service at any time and with immediate effect by deleting your Account using the interfaces of the Platform and ceasing use of the Services.

18.3 Effect of Termination

Upon termination of these Terms of Service, all amounts you owe to Voltra up to and including the date of termination will immediately become due and payable to Voltra.

18.4 Survival

The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, will survive expiration or termination of these Terms of Service for any reason: Sections 2 (Definitions), 6 (Data Rights), 7 (Connected Equipment Safety), 9 (Integrations), 10 (Proprietary Rights), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 15 (Data Security and Breach Notification) with respect to any breach discovered within one year after termination, 16 (Confidentiality), and 19 (General Provisions).

19. General Provisions

19.1 Governing Law

These Terms of Service will be governed by the laws of: (i) the Province of Ontario and the federal laws of Canada applicable therein in the case of a Customer using the Services in Canada; or (ii) the State of Delaware and the federal laws of the United States of America applicable therein in the case of a Customer using the Services in the United States or any other country, without giving effect to any principles of conflicts of law.

19.2 Jurisdiction

You hereby consent to the exclusive jurisdiction and venue of courts in: (i) Toronto, Ontario in the case of a Customer using the Services in Canada; or (ii) New Castle County, Delaware in the case of a Customer using the Services in the United States or any other country, in all disputes arising out of or relating to the use of the Services. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

19.3 Entire Agreement

These Terms of Service constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to the Services.

19.4 Waiver

Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right.

19.5 Severability

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable.

19.6 Assignment

You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any Affiliate or in connection with a merger, acquisition, or sale of assets without your consent.

19.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms of Service creates a partnership, joint venture, or agency relationship.

19.8 No Third-Party Beneficiaries

These Terms of Service do not create any third-party beneficiary rights.

19.9 English Language

It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

19.10 Construction

The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect.

19.11 Legal Documents

All Voltra legal documents, including these Terms of Service, the Privacy Policy, Data Processing Addendum, and service-specific addendums, are available at https://voltra.com/legal. Certain documents may require authentication or a request to legal@voltra.com.

20. Contact Us

If you have any questions or comments regarding these Terms of Service, please contact us:

Email: legal@voltra.com

Voltra Energy Inc.

151 Charles Street West, Kitchener, ON, Canada, N2G 1H6

Voltra Energy US Inc.

713 N Shoreline Boulevard, Mountain View, CA, USA, 94043