Aalto Services Agreement: General Terms

Overview

The Aalto Services Agreement (the “Agreement”) is an agreement between you or the entity you represent (“User”) and Aalto Energy, Inc. (“Aalto”) and governs User’s access to and use of the Services and Aalto Technology. The Agreement consists of these General Terms (which apply to all Services and Aalto Technology), all Services Terms that apply to User’s use of specific Services and Aalto Technology, and any other terms incorporated into the Agreement, including the Acceptable Use Policy. The Regional Terms located in Section 13 (Regional Terms) of these General Terms apply based on User’s Aalto Account Country. Use of the Aalto consumer apps to charge as a driver or otherwise obtain charging or energy services as a consumer is governed by the Aalto Consumer Terms, not the Agreement.

Current Services Terms include the Aalto Financial Services Terms (foundational terms for Services that move money), the Centro Terms (energy management: connecting and controlling energy devices, selling charging, and participating in VPP programs), the Aalto Charge Terms (making charging stations available to drivers through the Aalto Charge app), the Aalto Fleets Terms (connecting fleet vehicles and consolidating charging spend), the Aalto Vision Terms (analytics, forecasts, and recommendations), and the Aalto Roam Terms (connecting external charging networks to the Aalto platform). The Services Terms that apply to User are incorporated into this Agreement when User uses the corresponding Services.

This Agreement is effective when User first accesses or uses the Services or Aalto Technology (the “Effective Date”) and continues until User or Aalto terminates it (the “Term”).

If you are accepting the Agreement on behalf of User, you represent that you have full authority to legally bind User to this Agreement. If User is a sole proprietor, both User and Representative agree to be bound by the terms of the Agreement.

Disputes between User and Aalto are subject to a class action waiver and will be resolved by individual binding arbitration, except as stated otherwise in this Agreement. Please read the arbitration provision in Section 11.4 (Dispute Resolution; Agreement to Arbitrate) as it affects User’s rights under this Agreement.

Capitalized terms used in this Agreement that are not defined inline are defined in Section 12 (Definitions).

1. Services

1.1 Services.

Aalto (and its Affiliates, as applicable) will make the Services available to User, and if applicable, give User access to an Aalto Dashboard. Aalto may enable certain Services or features on User’s behalf which User may disable by contacting Aalto, or, where available, opting out within the Aalto Dashboard or API. User must use the Services solely for User’s Business Purposes and in compliance with the Documentation.

1.2 Restrictions.

(a) General Restrictions. User must not, and must not enable or allow any third party to:

(i) circumvent any technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Aalto systems or data;

(ii) use the Services to engage in any activity that is fraudulent, deceptive, exploitative, or harmful;

(iii) perform or attempt to perform any action that interferes with the operation of the Services or affects other Aalto users’ use of Aalto services;

(iv) rent, lease, or otherwise transfer User’s rights granted under Section 1.1 (Services) to a third party;

(v) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Aalto Website except as Law permits;

(vi) attempt to create an Aalto Account on behalf of or for the benefit of a user whose use of the Aalto services was suspended or terminated by Aalto, unless Aalto approves otherwise;

(vii) act as service bureau or pass-through agent for the Services with no added value to Customers;

(viii) use the Services to conduct a Prohibited or Restricted Business, transact with any Prohibited or Restricted Business, or enable any individual or entity (including User) to operate or benefit from any Prohibited or Restricted Business, unless Aalto has pre-approved the respective Prohibited or Restricted Business in writing;

(ix) use any robot, spider, or other automated device, or any manual process, to scrape, crawl, monitor, or copy the Services, the Aalto Website, or data made available through them (including station location, availability, and pricing data), except (A) through interfaces Aalto provides for that purpose, (B) by general-purpose search engines indexing publicly available pages in accordance with Aalto’s robots-exclusion directives, or (C) as Aalto otherwise approves in writing; or

(x) frame, mirror, or embed any part of the Aalto Website or the Services without Aalto’s prior written consent.

(b) Age Restrictions. Only people 18 years of age or older (or the age of majority where User resides, if higher) may open an Aalto Account and use the Services and Aalto Technology.

1.3 Support.

Aalto will provide User with basic business and technical support for issues relating to User’s Aalto Account and use of the Services through support channels and Documentation that Aalto makes available on the Aalto Website. Aalto also may offer optional paid support plans that may include priority support and response times that exceed the basic business and technical support. Aalto is not obligated to provide support to Customers.

1.4 Preview Services.

Aalto may make a Preview Service available to User. Aalto will indicate to User, via the Aalto Dashboard, Aalto Website, or otherwise, whether a Service, or part of it, is a Preview Service. By their nature, Preview Services may be feature-incomplete, unstable, or contain bugs, and use of the Preview Services is at User’s own risk and discretion. User should not use Preview Services in a production environment unless User understands and accepts the limitations of the Preview Service. Unless Aalto otherwise agrees in writing, User’s use of Preview Services is confidential, and User must provide timely Feedback on the Preview Services in response to Aalto requests. Aalto may add or remove features of the Preview Services, or suspend or terminate User’s access to Preview Services at any time. Aalto may communicate Fees for a Preview Service in writing outside of the Aalto Pricing Page. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, Aalto provides no warranty, indemnity, or support for Preview Services and Aalto’s aggregate liability for Preview Services is limited to USD$1,000.

1.5 Modifications; Updates.

(a) Modifications. Aalto may modify or discontinue any aspect of the Services or Aalto Technology, including imposing conditions on use of the Services or Aalto Technology or ceasing to offer a Service or Aalto Technology in a specific country or region. Aalto will provide User reasonable notice if the modification or discontinuation would materially reduce the functionality of a Service or Aalto Technology that User is then using, except where Aalto determines such notice would (i) create a security risk for Aalto; or (ii) cause Aalto (or its Affiliates, as applicable) to violate Law or breach an obligation to a Governmental Authority or Financial Provider.

(b) Updates. Aalto is not obligated to provide any Updates, but may do so at its discretion. If Aalto makes an Update available, User must implement it by the deadline stated in Aalto’s notice. If no deadline is stated, then User must implement the Update within 30 days of the notice date.

1.6 Third-Party Services.

Aalto may reference, allow User to access, or promote Third-Party Services. User’s use of any Third-Party Service is subject to that Third-Party Service’s terms of use and privacy policies, and is at User’s sole risk. Aalto does not approve, endorse, or recommend any Third-Party Services to User and disclaims all responsibility and liability for use of any Third-Party Service.

The Services may depend on, or interoperate with, Third-Party Services and other third-party systems and integrations, including device manufacturer (OEM) and telematics APIs, charging networks, utility and grid-operator systems, communications networks, and third-party data feeds (collectively, “Third-Party Dependencies”). Aalto does not control Third-Party Dependencies and is not responsible for outages, latency, rate limits, errors, inaccuracies, data-access revocations, API or policy changes, firmware updates, hardware faults, network failures, or degraded performance caused by Third-Party Dependencies. User must provide the cooperation Aalto reasonably requests to establish, maintain, or troubleshoot an integration involving User’s Third-Party Dependencies, including providing applicable access, credentials, account authorizations, consents, and network allow-listing.

2. License to Aalto Technology

2.1 License.

Subject to this Agreement, Aalto (or its Affiliates, as applicable) grants User a limited, worldwide, royalty-free, non-exclusive, non-transferable (except as allowed under Section 11.10 (Assignment)), non-sublicensable, revocable license during the Term to use the Aalto Technology solely (i) as necessary to use the Services, (ii) for User’s Business Purposes; and (iii) in compliance with Law, this Agreement and the Documentation. The Aalto Technology is licensed, not sold, to User by Aalto (or its Affiliates, as applicable). The terms of this Agreement will govern all updates, upgrades, new versions, and replacements unless an update is accompanied by a separate license, in which case the terms of that license will govern.

2.2 Exclusions.

The license granted in this Section does not allow User to, and User agrees not to, use or run the Aalto Technology in any way other than in accordance with this Agreement and the Documentation. User may distribute elements of the Aalto Technology identified by Aalto as “distributable”, if any, as long as User does so solely in binary or object code form and subject to the terms of an end user license agreement at least as protective of Aalto and its licensors as the terms of this Section. User must not use Aalto Technology in a manner that creates an obligation to (i) disclose, distribute or make Aalto Technology available in source code form; (ii) license Aalto Technology for the purpose of making modifications or derivative works; or (iii) redistribute Aalto Technology at no charge. User must not remove, obscure, modify or otherwise tamper with notices (including trademark, copyright and other proprietary notices) or legends contained in any Aalto Technology.

2.3 Third-Party Software.

User acknowledges that open source software included in the Aalto Technology may grant User additional rights. If there is a conflict between an open source license and this Agreement regarding open source code, the applicable open source license terms supersede the conflicting terms of this Agreement. Portions of the Aalto Technology may utilize third-party software and other copyrighted material.

2.4 Modifications and Reverse Engineering.

Except to the extent that the following restriction is not permitted under Law, User must not (and User must not enable others to) decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, tamper, translate, modify, or create derivative works of all or any part of the Aalto Technology or any services provided by Aalto. User agrees not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Aalto Technology.

2.5 Transfer.

User must not rent, lease, lend, sell, share, redistribute, or sublicense the Aalto Technology, or enable others to do so, in each case unless expressly permitted under this Agreement or otherwise authorized by Aalto in writing.

3. Aalto Account Security

Aalto is entitled to rely on any instruction or action taken within User’s Aalto Account. User must ensure that its Aalto Account is not used or modified by anyone other than User and its authorized representatives, and will use commercially reasonable efforts to prevent the unauthorized access, disclosure, or use of its Aalto Account Credentials. If User believes that its Aalto Account Credentials have been wrongly accessed, disclosed, or used, User must promptly notify Aalto and cooperate fully, including by providing any information Aalto reasonably requests. Any action or inaction by Aalto will not diminish User’s responsibility for the security of its Aalto Account Credentials or for any unauthorized access, disclosure, or use of them. User is solely responsible for any losses, damages or costs that User or others may suffer arising out of or relating to hacking, tampering, or unauthorized access of the Services, User’s Aalto Account, or Protected Data, or User’s failure to use or implement anti-fraud or data security measures, except to the extent that those losses, damages, or costs are caused by Aalto’s gross negligence, fraud, or willful misconduct.

4. Privacy and Data Use

4.1 Data Processing Agreement.

Each party will comply with the DPA, including the Data Transfers Addendum, which is incorporated into this Agreement by this reference. The DPA sets out the parties’ respective obligations and responsibilities regarding Personal Data processing in connection with the Services.

4.2 Aalto Data.

User will use Aalto Data only as expressly permitted by this Agreement or other written agreements between Aalto and User (or their Affiliates).

4.3 Data Breach Notification.

User must notify Aalto immediately if User becomes aware of any unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on User’s systems that was provided to or used by Aalto in connection with the Services.

4.4 Retention of Data.

Aalto is not obligated to retain data that it receives from or through User after the Term, except as (a) required by Law; (b) reasonably required for Aalto to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.

4.5 Third Party Data User Provides.

If User enables Services or functionality that provide Aalto access to data, including Personal Data and Content, from User’s third party service providers (“Third Party Data”), then User authorizes Aalto to access and use the Third Party Data, and User must obtain all necessary rights and consents from the applicable individuals and third parties sufficient to enable Aalto to lawfully collect, use, retain, and disclose the Third Party Data. Aalto will use Third Party Data as this Agreement describes and to (a) secure, provide, and update the Aalto services, (b) comply with Law and Financial Provider requirements, and (c) prevent and mitigate fraud, financial loss, and other harm. User must not provide Protected Health Information to Aalto as part of Third Party Data. User is liable for any disclosure of Protected Health Information to Aalto when User provides access to the Third Party Data.

4.6 Controls.

Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss, and unauthorized modification. Aalto will comply with its obligations in the Data Security Exhibit to the DPA.

5. Intellectual Property

5.1 Ownership; Intellectual Property Rights.

(a) IP Rights. As between the parties, Aalto, its Affiliates, and its third party licensors own all IP Rights in the Services, the Aalto Technology, Aalto Data, the Aalto Marks, the Documentation, and the Aalto Website. All rights not expressly granted in this Agreement are reserved.

(b) Reservation of Rights. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party, or contemplates a joint development of intellectual property.

(c) Rights and Permissions. User will ensure that User’s use of the Services and Aalto Technology will not violate or infringe upon any third-party rights, including IP Rights. If User provides Content to Aalto, User agrees that it has obtained, as applicable, all necessary rights and permissions to share the Content and enable Aalto’s use of the Content. User grants to Aalto, on behalf of itself and its Affiliates, a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to use the Content to develop, improve, and provide Services and Aalto Technology and for Aalto’s internal business purposes.

5.2 Feedback.

During the Term, User may provide Feedback to Aalto and its Affiliates, which Aalto may use without restriction or obligation. Except as indicated in Section 1.4, Feedback is voluntary and User grants to Aalto, on behalf of itself and its Affiliates, a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to use that Feedback for any purpose.

5.3 Marks Usage.

(a) License Grant. Subject to this Agreement, each party (or its applicable Affiliates) grants to the other party a worldwide, non-exclusive, non-transferable (except as allowed under Section 11.10 (Assignment)), non-sublicensable (except to its Affiliates and Financial Providers (as applicable)), royalty-free license during the Term to use the granting party’s Marks solely to provide the Services to User and to identify Aalto as User’s service provider. All goodwill generated from the use of the grantor party’s Marks will inure to the sole benefit of the Mark owner.

(b) Aalto’s Permitted Uses of User’s Marks. Aalto and its Affiliates may refer to User as a user of Services in their financial disclosure documents. Aalto and its Affiliates may use User’s Marks:

(i) on Aalto webpages and apps that identify Aalto’s customers or users;

(ii) in Aalto sales and marketing materials and communications; and

(iii) in connection with any promotional activities to which the parties agree in writing.

6. Confidentiality

The recipient will use reasonable care to prevent the disclosure of the discloser’s Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates’ directors, employees, contractors, agents, professional advisors, and third-party auditors (and where Aalto is the recipient, to Financial Providers and their respective Affiliates, and Aalto’s third-party service providers, as reasonably necessary to perform the Services), who have a legitimate need to know it and are subject to confidentiality obligations at least as protective as this Agreement. The recipient may disclose Confidential Information if required by Law, subpoena, or court order, or if directed by a Governmental Authority, as long as (if permitted by Law) it notifies the discloser in advance (to the extent legally permitted) and provides reasonable assistance, at the discloser’s cost, if the discloser wishes to contest the disclosure. These confidentiality obligations do not apply to information that the recipient can prove through written documentation: (a) is or becomes publicly available through no fault of the recipient; (b) it knew or possessed without restriction prior to receiving it from the discloser; (c) it received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the discloser’s Confidential Information.

7. Fees; Taxes; User Bank Account

7.1 Aalto Fees.

(a) Fees. The Fees are as listed on the Aalto Pricing Page, unless User and Aalto otherwise agree in writing, including via click-through agreement. Unless User and Aalto otherwise agree in writing or if Law requires, payment obligations are non-cancelable and Fees paid are non-refundable.

(b) Subscriptions. Subscription Services are governed by the terms of the applicable Subscription Plan. If User exceeds the entitlement scope in the Subscription Plan, then except as stated otherwise in the Subscription Plan or agreed in writing between the parties, Aalto will charge User for the increased scope of use according to the Fees stated on the Aalto Pricing Page.

(c) Updates to Fees and Subscription Plans. Subject to the requirements of Law, Aalto may revise the Fees and Subscription Plans at any time. Aalto will provide User with at least 30 days notice (or longer period if Law requires) of any increase in a Fee or any new Fees for any Service provided to User, or any materially adverse change in a Subscription Plan.

(d) Fee Waivers. Aalto may offer a Service without charge, or waive a Fee for that Service, and may start charging a Fee for that Service upon at least 30 days notice (or longer period if Law requires) to User. Taxes may still be collected on waived Fees.

(e) Free Trials. Aalto may make certain Services available to User on a trial basis free of charge until (i) the expiration or termination of the free trial, at which point the Fees stated on the Aalto Pricing Page will apply, or (ii) the start of any Subscription Plan that User has purchased, at which point that Subscription Plan will automatically commence. Free trials may be subject to additional Taxes, terms and conditions, as communicated to User by Aalto.

(f) Fee Credits. If Aalto issues a credit against Fees to User, the terms Aalto communicates with that credit apply, and the credit has no cash value, is non-transferable, and expires as stated in those terms.

7.2 Collection of Fees and Other Amounts.

(a) User must pay, or ensure that Aalto is able to collect, Fees, Taxes, and other amounts User owes to Aalto under this Agreement, or under any other agreement with an Aalto Entity, when due.

(b) Aalto may collect all amounts owed by User by deducting them from User’s Aalto Account balance, charging User’s primary Payment Method (e.g., a credit card), or invoicing User for those amounts.

(c) If an Aalto Entity is unable to collect any amounts due by a User Entity to an Aalto Entity, or if a User Entity’s Aalto Account balance is negative or does not contain funds sufficient to pay the amounts due by the User Entity to an Aalto Entity, then Aalto or its Affiliate may, to the extent Law permits, deduct, recoup or setoff these amounts from any of the following: (i) if established and applicable, a Reserve of any User Entity; (ii) funds payable by an Aalto Entity to a User Entity; (iii) the Aalto Account balance of a User Entity; (iv) each User Bank Account (if any); and (v) a backup User-selected Payment Method.

(d) If the currency of the amount being deducted is different from the currency of the amount User owes, Aalto may deduct an amount equal to the amount owed (using Aalto’s conversion rate), together with the fees Aalto incurs in making the conversion.

(e) If Aalto believes it transferred funds to User in error, Aalto may deduct, recoup or setoff those funds in accordance with this Agreement.

7.3 Taxes.

(a) Exclusion of Taxes. The Fees exclude all Taxes, except as the Aalto Pricing Page or other documents expressly state to the contrary.

(b) User’s Tax Responsibilities. User has sole responsibility and liability for:

(i) determining which, if any, Taxes or fees apply to the sale of its products and services, including the sale of energy or charging services, or payments it receives in connection with its use of the Services; and

(ii) assessing, collecting, reporting, and remitting Taxes for its business to the appropriate tax and revenue authorities.

(c) Payment of Taxes.

(i) If Aalto is required by Law to collect or withhold any Taxes, Aalto may deduct those Taxes from the amount otherwise owed to User and pay those Taxes to the appropriate taxing authority. If User is exempt from paying, or is otherwise eligible to pay a reduced rate on, those Taxes, User may provide to Aalto a copy of the original certificate that satisfies applicable legal requirements attesting to its tax-exempt status or reduced rate eligibility, in which case Aalto will not deduct the Taxes that certificate covers.

(ii) User must provide accurate information regarding its tax affairs as Aalto reasonably requests, and must promptly notify Aalto if any information that Aalto prepopulates is inaccurate or incomplete. Aalto may send documents to User and taxing authorities for transactions processed using the Services; specifically, Aalto may be required under Law to file periodic informational returns with taxing authorities related to User’s use of the Services (e.g., US IRS Forms 1099). User agrees that Aalto may send tax-related information electronically to User.

7.4 User Bank Account.

If Aalto requires User to link a User Bank Account with Aalto in connection with User’s use of the Services, then:

(a) User must: (i) designate at least one User Bank Account in connection with the Services, (ii) be the named account holder of each User Bank Account, (iii) maintain each User Bank Account in a country approved by Aalto for Bank Account maintenance, and (iv) maintain authorization to initiate settlements to and debits from each User Bank Account, consistent with Section 7.5 (Debit Authorization).

(b) User must not grant or assign to any third party any lien on or interest in funds that may be owed to User related to this Agreement until the funds are deposited into a User Bank Account.

7.5 Debit Authorization.

Without limiting Section 7.2 of these General Terms, User authorizes Aalto to debit and credit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts User or another User Entity owes under this Agreement. If Aalto is unable to collect those amounts by debiting a User Bank Account, then User immediately grants to Aalto a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorization. Aalto may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. User’s authorization under this Section will remain in full force and effect until (i) all User Entity Aalto Accounts are closed; or (ii) all fees and other amounts User owes under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant User the right to revoke User’s debit authorization, then to the extent Law permits, User waives that right.

8. Limitation of Liability

8.1 Nature of Claims and Failure of Essential Purpose.

The exclusions and limitations in this Section 8 (Limitation of Liability) apply regardless of the legal theory or form of action and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

8.2 Disclaimers.

Aalto provides the Services and Aalto Technology “as is”, and to the maximum extent permitted by Law, Aalto does not make any, and disclaims all, warranties (other than those stated as a “warranty” in this Agreement) and statutory guarantees, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising from any course of dealing, course of performance or usage in trade. Aalto does not warrant that User’s use of the Services and Aalto Technology will be uninterrupted or error-free or that User’s use of the Services and Aalto Technology comply with Law. Aalto is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside Aalto’s control, including the availability, performance, or condition of any energy network, charging hardware, utility, or grid operator. Reports, calculations, and other outputs that the Services generate are provided for User’s convenience. User is solely responsible for reviewing and verifying the accuracy, completeness, and suitability of any such output before relying on it or submitting it to any Governmental Authority, utility, grid or market operator, or program administrator, including outputs User uses for tax filings; clean-fuel, low-carbon fuel standard, renewable energy credit, or other environmental commodity programs; or utility, VPP, demand-response, or other regulatory or program submissions. Aalto is not liable for penalties, losses, or claims arising from User’s reliance on, or submission of, any such output.

8.3 Limitation on Indirect Liability.

Except for Excluded Claims, to the maximum extent permitted by Law, neither party will have any liability in relation to this Agreement for any indirect, consequential, special, reliance, incidental, or punitive damages, lost revenue, profits, savings or goodwill, business interruption, personal injury, property damage, or loss of data, whether in contract, negligence, strict liability, tort, or other legal or equitable theory, even if these losses, damages, or costs are foreseeable, and whether or not any party has been advised of their possibility.

8.4 Liability Cap.

Except for Excluded Claims, a party’s total aggregate liability for damages and Losses for all claims arising out of or relating to the Agreement (including Data Incident Losses) is limited to the total Fees User paid to Aalto (excluding all pass-through fees levied by Financial Providers) during the 12 month period before the first event giving rise to liability. User’s payment obligations, including Fees, Assessed Fines and Taxes are not limited by this Section 8.4.

9. Indemnification

9.1 Indemnities.

(a) General Indemnities. Subject to Section 9.2 (Limitations on Indemnity), User will indemnify Aalto, its Affiliates, and their directors, employees, and agents for all Losses arising from User’s use of the Services or Aalto Technology, gross negligence, willful misconduct, fraud, or material breach of the Agreement.

(b) IP Indemnities.

(i) Indemnity. Subject to Section 9.2 (Limitations on Indemnity), each party will indemnify the other party, its Affiliates, and their directors, employees, and agents for all Losses, to the extent they arise from an IP Claim, except that this indemnification obligation does not apply if the indemnified party uses the Materials in combination with other materials not provided by the indemnifying party (if the Materials the indemnifying party provided would not infringe absent the combination).

(ii) Remedial Actions. If an IP Claim arises, the indemnifying party may, at its sole discretion and expense (i) modify the Materials it provided to be non-infringing, replace them with non-infringing alternatives, or obtain a license for the indemnified party to continue using the Materials; or (ii) upon 30 days’ notice, terminate the indemnified party’s use of the infringing Materials.

(iii) Exclusive Remedies. This Section 9.1(b) states the indemnifying party’s entire liability to the indemnified parties, and the indemnified parties’ sole and exclusive rights and remedies, with respect to an IP Claim.

9.2 Limitations on Indemnity.

An indemnifying party’s obligations under Section 9.1 do not apply to the extent that the Claim or Losses arise out of an indemnified party’s negligence, fraud, willful misconduct, or breach of this Agreement.

9.3 Defense of Claims.

If the indemnified party seeks to enforce an indemnity under this Agreement, it must promptly notify the indemnifying party of the applicable Claim and allow the indemnifying party to take exclusive control of its defense and settlement. The indemnified party must cooperate with and provide reasonable assistance to the indemnifying party in conducting such defense and settlement, at the indemnifying party’s expense. The indemnifying party will control the defense and settlement at its expense, but will not enter into any settlement that imposes any obligation on the indemnified party (other than payment of money, which the indemnifying party must pay) without the indemnified party’s prior written consent. An indemnified party’s delay or failure in notifying the indemnifying party of a Claim will not relieve the indemnifying party of its indemnity obligations, except to the extent the indemnifying party has been prejudiced by such delay or failure.

10. Suspension; Termination

10.1 Suspension and Termination.

(a) Termination by User.

(i) Termination for Convenience. User may terminate this Agreement at any time by closing its Aalto Account via the Aalto Dashboard.

(ii) Termination for Cause. User may terminate this Agreement immediately upon notice to Aalto if Aalto materially breaches this Agreement and, if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach.

(b) Suspension and Termination by Aalto.

(i) Suspension. Aalto may immediately suspend User’s access to the Aalto Technology and use of any or all of the Services if:

(1) Aalto reasonably believes that by providing the Services to User, Aalto or User will violate any Law or Governmental Authority requirement or directive or, if applicable, Financial Provider requirements;

(2) a User Insolvency Event occurs;

(3) User breaches this Agreement or any other agreement between the parties;

(4) Aalto reasonably believes User’s activity degrades, or may degrade, the security, privacy, stability or reliability of the Aalto services, Aalto Technology or any third party’s system (e.g., User’s involvement in a distributed denial of service attack);

(5) Aalto reasonably believes User is engaged in a business or activity that may be unlawful, enables or facilitates (or may enable or facilitate) illegal or prohibited transactions, may be harmful to a third party, or otherwise presents an unacceptable risk to Aalto;

(6) Aalto reasonably believes User’s activity increases, or may increase, the rate of fraud that Aalto observes;

(7) User does not promptly respond to Aalto’s request for User Information; or

(8) User does not promptly update its implementation of the Services or Aalto Technology to the latest production version Aalto recommends or requires.

(ii) Termination.

(1) Termination for Convenience. Unless otherwise agreed in writing, Aalto may terminate this Agreement or close User’s Aalto Account at any time. Aalto will notify User in accordance with Law.

(2) Termination for Cause. Aalto may immediately terminate this Agreement or revoke access to any part of the Services or Aalto Technology if (A) User materially breaches this Agreement and, if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach or (B) any event listed in Section 10.1(b)(i) of these General Terms occurs. Aalto will notify User in accordance with Law.

10.2 Effect of Termination.

Upon termination of this Agreement, User’s rights to use the Services and the Aalto Technology immediately cease. User must immediately cease accessing the Services and delete all license keys, access keys and copies of Aalto Technology. In no event will termination relieve User of its obligation to pay any amounts payable to Aalto for the period prior to the effective date of termination. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

For 30 days after termination of this Agreement, Aalto will, upon User’s request, make available to User for export, in a commonly used, machine-readable format, the Content User provided and the transaction, session, and settlement records held in User’s Aalto Account. After that period, Aalto may delete or de-identify that data in accordance with Section 4.4 (Retention of Data) and its standard retention practices. Aalto may retain backup copies, logs, and operational metadata for legitimate business, security, audit, and legal-compliance purposes, and does not guarantee that deleted data can be recovered. This paragraph does not require Aalto to make data available where doing so would violate Law, and does not apply where Aalto terminated this Agreement because of User’s fraud or illegal activity.

10.3 Survival.

The following will survive termination of this Agreement:

(a) User’s obligation to pay Fees;

(b) Sections 3 (Aalto Account Security), 5.1 (Ownership; Intellectual Property Rights), 5.2 (Feedback), 7 (Fees; Taxes; User Bank Account), to the extent applicable to Services provided or to Transactions submitted during the Term; 8 (Limitation of Liability), 9 (Indemnification), 10.2 (Effect of Termination), 11.2 (Notices and Communications), 11.3 (Governing Law); 11.4 (Dispute Resolution; Agreement to Arbitrate), 11.7 (Entire Agreement), 11.8 (Modification), 11.9 (Order of Precedence), 11.10 (Assignment), 11.11 (Severability), 11.12 (Waivers), 11.13 (Force Majeure), 11.14 (No Agency), 11.15 (Cumulative Rights; Injunctions), 11.17 (Interpretation), 12 (Definitions), to the extent used in a surviving clause, 13 (Regional Terms);

(c) Section 4 (Privacy and Data Use), for so long as Aalto or User holds Aalto Data or Personal Data, as applicable;

(d) the DPA, for so long as Aalto holds Personal Data or Protected Data, except for provisions regarding a Data Incident where User is the data custodian, which will survive for as long as User holds Aalto Data or Personal Data; and

(e) trade secrets, indefinitely, and all other confidentiality obligations, for 3 years after the date of termination.

11. General Provisions

11.1 Compliance with Law.

Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement. User is solely responsible for evaluating and configuring the Services to comply with User’s legal obligations.

11.2 Notices and Communications.

Notices to Aalto. Unless this Agreement states otherwise, notices to Aalto must be sent to legal@aalto.energy or by mail to Aalto Energy, Inc., 524 Broadway, #02-110, New York, NY 10012, United States. A notice User sends to Aalto is deemed to be received when Aalto receives it.

Communications to User. User consents to receiving Communications from Aalto electronically as described in the e-Signature Disclosure, which is incorporated into this Agreement by this reference. Aalto also may send User Communications by physical mail or delivery service to the postal address listed in the applicable Aalto Account. A Communication Aalto sends to User is deemed received by User on the earliest of (i) when posted to the Aalto Website or Aalto Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.

11.3 Governing Law.

This Agreement and any disputes between User and Aalto will be governed by, and construed in accordance with, the Governing Law as specified in the Regional Terms, without giving effect to its conflict of law principles.

11.4 Dispute Resolution; Agreement to Arbitrate.

(a) Binding Arbitration.

(i) Claims Subject to Arbitration. Except as stated otherwise in Section 11.4(a)(ii) or the Regional Terms, all disputes, claims, and controversies, whether based on past, present, or future events, including those arising out of or relating to statutory or common law and the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, will be determined by binding arbitration by a single arbitrator.

(ii) Claims Not Subject to Arbitration. All disputes, claims, and controversies principally related to a party’s IP Rights will be resolved by litigation. The parties submit to the non-exclusive jurisdiction of the courts specified in the Regional Terms for these disputes, claims, and controversies.

(iii) Non-waiver of Arbitration. Making claims with law enforcement or governmental enforcement agencies, exercising any self-help remedies (such as setoff rights), or seeking injunctive relief or provisional remedies in aid of arbitration from a court of appropriate jurisdiction, does not constitute a waiver of any right to compel arbitration.

(iv) Procedural Matters. Arbitration will be conducted in English. The Regional Terms specify the seat of the arbitration and the applicable arbitration rules and procedure.

(v) Provision of an Award. Subject to the limitations of liability in this Agreement, the arbitrator may award monetary damages and any other remedies allowed by the Governing Law. The arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party.

(vi) Final and Binding. Any award will be final and binding on the parties and will be deemed to have been made at the seat of arbitration, and each party will act promptly in accordance with the award.

(vii) Enforcement. Any award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets, including the courts identified in the jurisdiction and venue provision in the Regional Terms.

(b) Notice of Disputes. Before commencing arbitration, the party asserting a claim must send a written notice of dispute to the other party. All dispute notices to Aalto must be sent to legal@aalto.energy. All dispute notices to User must be sent to the email address listed on the applicable Aalto Account. All notices must (i) provide User’s name, email address, mailing address, and Aalto account ID (if any); (ii) describe the nature and factual and legal basis of the dispute; and (iii) detail the specific relief sought. If User appoints an attorney to submit its notice, User must provide written authorization allowing Aalto to discuss User’s dispute and account details with User’s attorney. Aalto may require User (or User’s attorney) to verify User’s identity and confirm User’s authorization to disclose account information. User will cooperate with any reasonable verification request. After notice of arbitration is provided, the parties will meet for the purpose of resolving the dispute and, if the dispute is not resolved within 30 days of the notice, then a party may commence arbitration in accordance with the applicable rules.

(c) Confidentiality of Arbitration. The parties will keep confidential the existence of the arbitration, the details of the arbitration proceeding, the hearing, and the arbitrator’s decision except: (i) as necessary to prepare for and conduct the arbitration hearing; (ii) in connection with a court application for a preliminary remedy, confirmation, vacatur, or modification of an arbitrator’s award; (iii) the Aalto Parties may disclose the arbitrator’s decision in confidential settlement negotiations related to other disputes; (iv) as necessary to professional advisers that are subject to a strict duty of confidentiality; and (v) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any submissions, documentary, or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

(d) Conflict of Rules. In the case of a conflict between the provisions of this Section 11.4 and the applicable arbitration rules specified in the Regional Terms, the provisions of this Section 11.4 will prevail.

11.5 Legal Fees and Costs.

In any dispute, litigation, arbitration, or other legal proceeding arising out of or relating to this Agreement, the arbitrator or court will award to the prevailing party, if any, its reasonable attorneys’ fees and costs incurred in connection with such proceeding. Notwithstanding the foregoing, if User is liable for any amounts owed under this Agreement, User is also liable for all costs incurred by the other party (including but not limited to Aalto, if applicable) during collection of those amounts. Such collection costs include reasonable attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related costs.

11.6 Trade Control.

User must not use or otherwise export, re-export, or transfer the Aalto Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Aalto Technology was distributed and obtained, including by providing access to Aalto Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Aalto Technology, User represents and warrants that User is not (i) located in or organized under the laws of any High-Risk Jurisdiction; (ii) a High-Risk Person; or (iii) owned 50% or more, or controlled, by individuals and entities (x) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (y) any of whom or which is a High-Risk Person. User must not use the Services or Aalto Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical, or biological weapons.

11.7 Entire Agreement.

The Agreement, together with any separate written agreement relating to Fees, constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

11.8 Modification.

Aalto may modify this Agreement (or any portion of it) at any time by posting a revised version of the modified portion(s) on the Aalto Legal Page or by notifying User. If a modification will materially and adversely affect User’s use of the Services or User’s legal rights, Aalto will provide notice before the modification takes effect, except for modifications addressing changes in Law, Governmental Authority requirements, or Financial Provider requirements, or modifications addressing an emergent risk to the security, privacy, stability, or reliability of the Services, which may take effect immediately. All other modifications are effective upon posting or as stated in the notice, if Aalto notifies User. By continuing to use Services after the effective date of any modification to this Agreement, User agrees to be bound by the modified Agreement. User is responsible for checking the Aalto Legal Page regularly for modifications to this Agreement. Except as this Agreement otherwise allows, this Agreement may not be modified except in writing signed by the parties.

11.9 Order of Precedence.

If any term in these General Terms conflicts with a term in any Services Terms or terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement.

11.10 Assignment.

User may not assign or transfer any of its rights or obligations under this Agreement without Aalto’s prior consent (which consent will not be unreasonably withheld or delayed). However, User may assign this Agreement in its entirety to its successor resulting from a merger, acquisition, or sale of all or substantially all of User’s assets or voting securities, provided that User provides Aalto with prompt written notice of the assignment and the assignee agrees in writing to assume all of User’s obligations under this Agreement and complies with Aalto’s procedural and documentation requirements to give effect to the assignment. To request Aalto’s consent to assign this Agreement, please contact us. Any attempt by User to transfer or assign this Agreement, except as expressly authorized above, will be void. Aalto may assign and transfer its rights and obligations under this Agreement (in whole or in part) without User’s consent. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

11.11 Severability.

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

11.12 Waivers.

A waiver must be in writing signed by the waiving party to be effective. A party’s failure to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

11.13 Force Majeure.

Neither party will be liable for any failure or delay in performance to the extent caused by a Force Majeure Event. Nothing in this Section 11.13 will excuse User’s payment obligations to Aalto.

11.14 No Agency.

Each party to this Agreement, and each Financial Provider (if applicable), is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, general agency, trust, or fiduciary relationship between Aalto and User, or with any Financial Provider. If this Agreement expressly establishes an agency relationship between User as principal and an Aalto Entity as agent, the agency conferred, including User’s rights as principal and an Aalto Entity’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to User, or an Aalto Entity, and will in no event establish an agency relationship for tax purposes. User further acknowledges that Aalto will not be subject to any fiduciary duties or obligations to User or to any other person, or any other duties or obligations except as expressly stated in this Agreement.

11.15 Cumulative Rights; Injunctions.

The rights and remedies of the parties under this Agreement are cumulative. Each party may exercise any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law or in equity. Any material breach by a party of Sections 2, 4, 5, and 6 could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at Law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.

11.16 Subcontractors and Affiliates.

Aalto may use subcontractors or its Affiliates in the performance of its obligations under this Agreement. Aalto remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors and Affiliates to enable Aalto to meet its obligations under this Agreement.

11.17 Interpretation.

(a) No provision of this Agreement will be construed against a party on the basis of that party being the drafter.

(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.

(c) All references in this Agreement to any terms, documents, Law, or Financial Provider requirements are to those items as they may be amended, supplemented, or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.

(d) The section headings of this Agreement are only for convenience and have no interpretive value.

(e) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.

(f) References to “business days” means weekdays on which banks are generally open for business in the country in which Aalto is located. Unless specified as business days, all references in this Agreement to days, months, or years mean calendar days, calendar months, or calendar years.

(g) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.

(h) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

11.18 U.S. Government Use.

The Services, Aalto Technology, and Documentation are “commercial computer software” and “commercial computer software documentation” under FAR Section 12.212 and DFARS Section 227.7202, as applicable. If User is the United States government or any agency of it, any use, reproduction, release, performance, display, or disclosure of the Services, Aalto Technology, or Documentation by the U.S. government is governed solely by this Agreement and is prohibited except to the extent this Agreement expressly permits.

11.19 Anti-Corruption.

User represents and warrants that User, and each of its directors, officers, employees, and agents acting on its behalf, complies and will comply with all applicable anti-bribery and anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, in connection with this Agreement and User’s use of the Services. User must not, in connection with this Agreement, directly or indirectly offer, promise, give, request, or accept any undue financial or other advantage to or from any government official, Governmental Authority, or other person to obtain or retain business or secure any improper advantage. Aalto may suspend or terminate User’s access to the Services if Aalto reasonably suspects a violation of this Section 11.19.

12. Definitions

“Aalto” means Aalto Energy, Inc., a Delaware corporation. Services Terms may specify additional or different Aalto entities for the respective Services.

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

“API” means application programming interface.

“Assessed Fines” means assessments, penalties, fines, and fees imposed by Governmental Authorities or Financial Providers arising out of or relating to the use of the Services.

“Business Purpose” means the operational activities, functions, or objectives of User, including, but not limited to, activities relevant to carrying out its organizational, commercial, non-profit, or governmental mission.

“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer, or other disposal of all or substantially all of its assets; or (d) the entry into any transaction or arrangement that would have the same or similar effect as a transaction referred to in (a)-(c) of this definition; but, does not include an initial public offering or listing.

“Claim” means any claim, demand, government investigation, or legal proceeding that a third party makes or brings against any indemnified party.

“Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure, or instruction.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Content” means all text, images, and other data (excluding Personal Data) or information that Aalto does not provide to User and that User uploads, publishes, uses, or provides to Aalto in connection with the Services.

“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.

“Customer” means User’s customer, including a driver or other end user who charges, consumes, or otherwise transacts with User through the Services.

“Data Incident” means an unauthorized or unlawful processing, use, access, loss, disclosure, destruction, or alteration of Personal Data in a party’s or its Affiliate’s, or a party’s or its Affiliate’s subcontractor’s, agent’s, or representative’s, possession or control.

“Data Incident Losses” means Losses arising from a Data Incident to the extent caused by (a) the indemnifying party’s material breach of this Agreement; (b) the indemnified party’s compliance with any instruction the indemnifying party gives related to Personal Data; or (c) the indemnifying party’s material violation of Law.

“Documentation” means the sample code, instructions, requirements, and other documentation that Aalto makes available on the Aalto Website or includes in the Aalto SDKs.

“Data Transfers Addendum” means the data transfers addendum located at aalto.energy/legal/dta.

“DPA” means the data processing agreement located at aalto.energy/legal/dpa.

“De-identified Data” means data that (a) does not identify a specific natural person, User, or Customer; (b) does not identify a specific device, vehicle, premises, or meter by a raw persistent identifier, including a hardware serial number, MAC address, internet protocol address, vehicle identification number, meter number, or charging-station identifier; and (c) is not reasonably linkable to a specific natural person, User, Customer, device, vehicle, premises, or meter, due to technical, legal, or other controls. Aalto will not attempt to re-identify De-identified Data, except as permitted by Law to test the effectiveness of its de-identification controls.

“Excluded Claims” means: (a) a party’s gross negligence, fraud, or willful misconduct, (b) User’s breach of Section 1.2 (Restrictions), (c) a party’s breach of Section 6 (Confidentiality) but excluding Data Incident Losses, or (d) amounts payable under Section 9.1 (Indemnities).

“Feedback” means ideas, suggestions, comments, observations, and other input regarding the Services and the Aalto Technology.

“Fees” means the fees and charges applicable to the Services.

“Financial Provider” means an entity that provides financial services and with which an Aalto Entity interacts to provide the Services, including payment processors, banks, and card networks.

“Force Majeure Event” means an event beyond the reasonable control of the affected party, including a strike or other labor dispute or labor shortage, stoppage, or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; grid emergency or curtailment ordered by a utility, grid operator, or Governmental Authority; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; natural disaster; act of God; riot; civil disorder; civil or government calamity; epidemic; pandemic; state, national, or international health crisis; war; invasion; hostility (whether war is declared or not); terrorism threat or act; Law; or act of a Governmental Authority.

“General Terms” means the preamble and Sections 1 through 13 of this Aalto Services Agreement.

“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Aalto, or User, as applicable.

“High-Risk Jurisdiction” means any jurisdiction or administrative region that Aalto has deemed to be of particularly high risk, as identified in the Acceptable Use Policy.

“High-Risk Person” means any individual or entity that Aalto has deemed to be of particularly high risk, as identified in the Acceptable Use Policy.

“IP Claim” means:

(a) where Aalto is the indemnifying party, a Claim by a third party that the indemnified party’s use of the Aalto Technology, Services, Aalto Marks, or any other Material that Aalto provided infringes the IP Rights of the third party; and

(b) where User is the indemnifying party, a Claim by a third party that the indemnified party’s use of the User Marks or any other Material that User provided infringes the IP Rights of the third party.

“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights, and other intellectual property rights recognized anywhere in the world.

“Law” means all applicable laws, rules, regulations, and other binding requirements of any Governmental Authority.

“Losses” means all amounts finally awarded to the third party making a Claim, and all penalties, fines, and reasonable third-party costs (including reasonable legal fees) paid by the indemnified parties, to the extent arising from the Claim.

“Mark” means a trademark, service mark, design mark, logo or stylized script.

“Materials” means any software, hardware, documents, data, Marks, inventions, or other materials provided by a party.

“Payment Method” means a payment method that Aalto accepts as part of the Aalto payments functionality (e.g., a Visa credit card).

“Payment Method Provider” means the provider of a Payment Method (e.g., Visa Inc.).

“Payment Method Rules” means the publicly available guidelines, bylaws, rules, and regulations a Payment Method Provider imposes that describe how a Payment Method may be accepted and used.

“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the DPA) in connection with the Services, and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA.

“Preview” means the product release phase “proof of concept”, “alpha”, “beta”, “pilot”, “invite only”, “private preview”, “private developer preview”, “public preview”, “developer preview”, or similar designation.

“Preview Service” means any Preview feature or portion of the Services or Aalto Technology.

“Prohibited or Restricted Business” means any category of business or business practice for which a Service cannot be used or its use is limited (as applicable), as identified in the Acceptable Use Policy.

“Protected Data” means all User Information and Personal Data.

“Protected Health Information” has the meaning given to the term “protected health information” in 45 CFR §160.103 (the US Code of Federal Regulations).

“Regional Terms” means regional terms specified in this Agreement for User’s Aalto Account Country. To the extent of a conflict, the Regional Terms prevail.

“Representative” means an individual submitting User’s application for an Aalto Account.

“Reserve” means collateral funds which Aalto holds and controls to satisfy any liabilities or potential liabilities User incurs under this Agreement, including any funds described as “Reserve” amounts in the Aalto Dashboard or in any other communications to User.

“Aalto Account” means an Aalto account through which User accesses the Services.

“Aalto Account Country” means the country or region User selected when opening User’s Aalto Account and is the country or region where User’s business address, as reflected in User’s account details, is located, or, in the case of an individual, the country or region where User is doing business.

“Aalto Account Credentials” means User’s Aalto Account credentials, which includes the Aalto API keys.

“Aalto API” means all instances of the Aalto application programming interfaces, including all endpoints that enable Aalto users to use Aalto services.

“Aalto Consumer Terms” means the Aalto Consumer Terms accessible from the Aalto Legal Page.

“Aalto Dashboard” means the interactive user interface through which an Aalto user may view information about and manage an Aalto Account.

“Aalto Data” means data that User obtains via the Services, including (a) information relating to the Aalto API interactions via the Aalto Technology; (b) information Aalto uses for security or fraud prevention; and (c) all De-identified Data (including aggregated information constituting De-identified Data) that Aalto generates from the Services.

“Aalto Entity” means Aalto or any of its Affiliates.

“Aalto Legal Page” means aalto.energy/legal.

“Aalto Parties” means Aalto and its Affiliates, and the directors, employees, and agents of each Aalto Entity.

“Aalto Pricing Page” means the pricing page(s) on the Aalto Website, and any other pages on the Aalto Website that are accessible from those pages.

“Aalto Technology” means all software (including software in the Aalto SDKs), application programming interfaces (including the Aalto API), user interfaces (including the Aalto Dashboard), and other technology that Aalto and its Affiliates use to provide and make the Services available.

“Aalto Website” means aalto.energy.

“Service” means a service Aalto (or its Affiliate, as applicable) makes available to User, including any service described in the Services Terms. Service excludes all Third-Party Services.

“Services Terms” means terms incorporated into this Agreement that apply to particular Services.

“Subscription Plan” means a Subscription Service’s entitlement scope, term length, and pricing plan, as stated on the Aalto Pricing Page, online sign-up page, Documentation, or as otherwise agreed between User and Aalto (e.g., via the Aalto Dashboard).

“Subscription Service” means a Service or combination of Services, as applicable, that User pays for on a recurring basis.

“Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes), and withholding tax.

“Third Party Data” means data, including Personal Data and Content, from User’s third party service providers.

“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with, or is ancillary to the Services.

“Transaction” means a Payment Method transaction request initiated via the Aalto Technology through which Aalto is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to User, and includes the authorization, settlement, and if applicable, disputes, refunds, and reversals with respect to that Payment Method transaction request.

“Update” means a modification, feature enhancement, or update to the Services or Aalto Technology that requires User to take some action, which may include changing User’s implementation of the Services or Aalto Technology.

“User Bank Account” means a bank or other financial institution account User identifies to Aalto.

“User Bank Account Debit Authorization” means a debit authorization on the terms specified at aalto.energy/legal/debit-authorizations.

“User Compliance Information” means information about User that Aalto reasonably requires to comply with Law, and Governmental Authority and Financial Provider requirements, and may include information (including Personal Data) about User’s representatives, beneficial owners, principals, and other individuals associated with User’s Aalto Account.

“User Entity” means an individual or entity that is part of the User Group (including you).

“User Financial Information” means (a) information about User that Aalto reasonably requires to assess User’s business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Aalto to calculate User’s risk of loss; and (c) all other information Aalto reasonably requests to assess User’s risk and ability to perform its obligations under this Agreement.

“User Group” means (a) User; (b) any entity or individual that Aalto reasonably determines is associated with User; and (c) each of User’s and their Affiliates that has entered into an agreement with an Aalto Entity under which an Aalto Entity provides services.

“User Information” means User Compliance Information and User Financial Information.

“User Insolvency Event” means User (a) becomes the subject of any bankruptcy, insolvency, receivership, liquidation, reorganization, assignment for the benefit of creditors, or similar proceeding; (b) ceases, or threatens to cease, to operate in the ordinary course of business; or (c) is unable, or admits its inability, to pay its debts as they become due.

13. Regional Terms

The following Regional Terms apply for the countries or regions below. If there is a conflict between the General Terms and the Regional Terms, the Regional Terms prevail.

If Aalto provides Services in countries not listed in this Section 13, the Regional Terms for the United States apply.

United States.

The following Regional Terms apply for Users in the United States.

13.1 Governing Law.

The laws of the state of New York are the Governing Law.

13.2 Dispute Resolution.

13.2.1 Binding Arbitration.

(a) Arbitration will be held in New York County, New York.

(b) The American Arbitration Association (“AAA”) will administer the arbitration under the AAA’s Commercial Arbitration Rules (“AAA Rules”).

(c) The arbitrator will apply the substantive law of the State of New York and of the United States, excluding their conflict or choice of law rules.

(d) Payment of applicable fees, including filing, administration, and arbitrator fees, will be governed by the AAA Commercial Arbitration Fee schedule.

(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in Section 13.1 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

13.2.2 Jurisdiction and Venue.

For any claims that relate to IP Rights, each party consents to exclusive personal jurisdiction in the United States District Court for the Southern District of New York, and for all other claims that may not be subject to arbitration or to confirm an arbitrator’s award, each party consents to exclusive personal jurisdiction in the federal courts for the Southern District of New York and the state courts located in New York County, New York.

13.2.3 No Jury Trial.

If for any reason a claim or dispute proceeds in court rather than through arbitration, to the extent Law permits, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

13.2.4 Class Waiver.

To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.