These Terms of Use and Charging Network Agreement (“Terms”) govern access to and use of the 1.21 Gigawatts mobile application, website, charging stations, charging network, software, and related services (collectively, the “Services”).

The Services are provided by 1.21 Gigawatts Energy Inc., a corporation organized and existing under the laws of the State of California (“Company,” “1.21 GW,” “we,” “our,” or “us”).

By creating an account, accessing the Services, initiating a charging session, registering a payment method, or otherwise using any portion of the Services, you agree to be bound by these Terms.

If you do not agree to these Terms, you may not access or use the Services.

1. ACCEPTANCE OF TERMS

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and by any policies, guidelines, schedules, pricing disclosures, privacy notices, or operational requirements incorporated herein by reference.

Your acceptance may be evidenced by any of the following actions:

a) creating an account;

b) logging into the mobile application;

c) registering a vehicle;

d) registering a payment method;

e) funding a wallet account;

f) initiating a charging session;

g) reserving a charging station;

h) accepting updates to these Terms; or

i) otherwise using any Service provided by the Company.

If you do not agree to these Terms, you must immediately discontinue use of the Services.

2. ELIGIBILITY

To use the Services, you represent and warrant that:

a) you are at least eighteen (18) years of age;

b) you possess the legal capacity to enter into binding agreements;

c) you are authorized to operate the vehicle associated with your account;

d) you are authorized to use any payment method registered on your account;

e) your use of the Services complies with all applicable laws, regulations, and local ordinances; and

f) all information provided to the Company is accurate, complete, and current.

The Company reserves the right to refuse service, suspend accounts, or terminate access if eligibility requirements are not satisfied.

3. ACCOUNT REGISTRATION

Certain Services require the creation of a user account.

You agree to provide accurate, current, and complete information during registration and to maintain such information in an accurate and updated condition.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities occurring under your account.

You agree to promptly notify the Company of any unauthorized access, suspected security breach, or unauthorized use of your account.

The Company may require identity verification, vehicle verification, payment verification, or additional authentication measures at any time.

The Company reserves the right to reject, suspend, restrict, or terminate any account at its sole discretion where fraud, misuse, security concerns, legal compliance issues, or violations of these Terms are suspected.

4. CHARGING SERVICES

The Company provides access to a network of electric vehicle charging stations and related services.

Charging services may include:

a) AC charging services;

b) DC Fast Charging services;

c) reservation services;

d) roaming network services;

e) fleet charging services;

f) subscription programs;

g) wallet and prepaid services;

h) energy management services; and

i) additional services introduced in the future.

The Company may modify, expand, restrict, suspend, or discontinue any Service at any time without prior notice.

Charging services are subject to station availability, operational limitations, power availability, telecommunications connectivity, vehicle compatibility, safety requirements, and other operational factors.

Use of a charging station does not guarantee that a charging session will successfully start, continue, or complete.

5. NETWORK AVAILABILITY

The Company strives to provide reliable access to the Services; however, availability is not guaranteed.

The Company does not guarantee:

a) uninterrupted operation of the charging network;

b) availability of any specific charging station;

c) availability of electrical power;

d) availability of internet or telecommunications services;

e) availability of roaming partners;

f) availability of reservation functionality;

g) uninterrupted access to the mobile application; or

h) successful initiation or completion of any charging session.

Charging stations may become unavailable due to maintenance, repairs, utility outages, telecommunications failures, weather events, software updates, safety concerns, force majeure events, third-party actions, or other circumstances beyond the Company’s reasonable control.

The Company shall not be liable for losses, expenses, delays, inconvenience, missed appointments, loss of business opportunities, or other damages arising from the unavailability of any Service.

Perfect. The next section is arguably the most important operational section in the entire agreement because it governs revenue collection, payment disputes, wallet balances, idle fees, and payment enforcement.

6. PRICING, PAYMENT AUTHORIZATION, WALLET SERVICES, AND AUTOMATIC CHARGES

6.1 Pricing

Use of the Services is subject to the pricing and fee schedules in effect at the time of use.

Pricing may vary by:

a) charging station;

b) geographic location;

c) charging speed;

d) connector type;

e) charging network;

f) time of day;

g) energy demand;

h) subscription status;

i) promotional programs; and

j) any other operational or commercial criteria established by the Company.

Applicable pricing will be displayed through the mobile application, charging station interface, website, or other Company-designated communication channels.

The Company reserves the right to modify pricing at any time. Pricing changes shall not affect charging sessions already initiated.

6.2 Types of Charges

The Company may charge for Services using one or more of the following methodologies:

a) Energy-Based Pricing ($/kWh);

b) Time-Based Pricing ($/minute);

c) Hybrid Pricing (energy plus time);

d) Session Initiation Fees;

e) Reservation Fees;

f) Idle Fees;

g) Subscription or Membership Fees;

h) Roaming Network Fees;

i) Fleet Service Fees; and

j) Other charges disclosed through the Services.

6.3 Payment Authorization

By registering a payment method or initiating a charging session, you authorize the Company and its payment processors to charge all applicable fees, taxes, penalties, adjustments, and authorized charges associated with your use of the Services.

Such authorization shall remain valid until revoked by removing the applicable payment method from your account and satisfying all outstanding obligations.

6.4 Accepted Payment Methods

The Company may accept various payment methods, including:

a) credit cards;

b) debit cards;

c) Apple Pay;

d) Google Pay;

e) digital wallets;

f) fleet accounts;

g) prepaid wallet balances;

h) corporate accounts; and

i) other payment methods designated by the Company.

The Company may add or remove accepted payment methods at any time.

6.5 Preauthorization Holds

Prior to initiating a charging session, the Company or its payment processor may place a temporary authorization hold on your payment method.

Authorization holds are intended to verify available funds and reduce payment risk.

You acknowledge that:

a) authorization holds are not final charges;

b) hold amounts may vary;

c) release timing is controlled by your financial institution; and

d) the Company has no control over banking release schedules.

The Company shall not be responsible for delays in releasing authorization holds.

6.6 Wallet Services

The Company may offer a prepaid wallet feature that allows users to maintain account balances for future purchases.

Wallet balances may be used to pay for:

a) charging sessions;

b) idle fees;

c) reservation fees;

d) subscription services;

e) roaming services; and

f) any other eligible Service.

Wallet balances do not constitute bank deposits, stored-value accounts, securities, investment products, or insured financial products.

Wallet balances do not earn interest.

6.7 Minimum Balance Requirement

The Company may require a minimum wallet balance or valid payment authorization before permitting the initiation of a charging session.

The Company may refuse or terminate charging sessions when:

a) insufficient wallet funds exist;

b) payment authorization fails;

c) fraud prevention systems are triggered;

d) billing issues remain unresolved; or

e) account restrictions apply.

6.8 Automatic Wallet Reload

Where available, users may authorize automatic wallet replenishment.

By enabling automatic reload, you authorize the Company to charge your designated payment method whenever your wallet balance falls below a selected threshold.

Users may disable automatic reload through their account settings.

6.9 Promotional Credits

The Company may issue promotional credits, bonus balances, referral incentives, loyalty rewards, or other promotional benefits.

Unless expressly stated otherwise:

a) promotional credits have no cash value;

b) promotional credits are non-transferable;

c) promotional credits are non-refundable;

d) promotional credits may expire; and

e) promotional credits may be modified or revoked at any time.

6.10 Taxes

Users are responsible for all applicable taxes, governmental fees, utility surcharges, assessments, and similar charges associated with the Services.

Where required by law, such amounts may be added to charges presented through the Services.

6.11 Failed Payments

If any payment cannot be processed for any reason, the Company may:

a) suspend charging privileges;

b) restrict account access;

c) terminate charging sessions;

d) disable reservations;

e) apply late payment charges where legally permitted; and

f) pursue collection of outstanding balances.

The Company may retry declined transactions using any valid payment method associated with the account.

6.12 Chargebacks and Payment Disputes

If a user initiates a chargeback, reversal, dispute, or similar claim regarding a valid charge, the Company may immediately suspend account access pending investigation.

The Company may submit charging session records, station telemetry, payment records, account logs, reservation records, communications, and other evidence to financial institutions or dispute-resolution bodies.

The Company reserves all rights to recover unpaid balances, fees, costs, and damages resulting from fraudulent or improper chargebacks.

6.13 No Refund Policy

Except as expressly provided by law or approved by the Company in its sole discretion, charges for completed charging sessions are non-refundable.

Refund requests will be evaluated on a case-by-case basis based upon available operational and payment records.

The submission of a refund request does not guarantee a refund.

6.14 Billing Records

The Company’s electronic records, charging session logs, telemetry data, payment processor records, account histories, and system-generated reports shall constitute prima facie evidence of transactions and charges associated with the Services.

7. ROAMING SERVICES AND THIRD-PARTY CHARGING NETWORKS

7.1 Roaming Services

The Company may provide access to charging stations operated by third parties through roaming arrangements, interoperability agreements, network integrations, reciprocal access programs, or other commercial relationships.

Roaming services may be provided through direct integrations or through third-party platforms, including but not limited to roaming hubs, charging network aggregators, mobility service providers, fleet management platforms, and interoperability providers.

The availability of roaming services is not guaranteed and may vary by location, network, station, vehicle, or service provider.

7.2 Third-Party Operators

Charging stations accessed through roaming services are owned, operated, maintained, and controlled by independent third parties.

The Company does not own, operate, maintain, inspect, or control third-party charging stations unless expressly stated otherwise.

Users acknowledge that the Company has no authority over:

a) station availability;

b) station maintenance;

c) station performance;

d) charging speed;

e) station uptime;

f) station pricing;

g) operational policies; or

h) technical configurations of third-party charging stations.

7.3 Third-Party Terms

Use of third-party charging stations may be subject to additional terms, conditions, operating rules, policies, restrictions, pricing structures, and technical requirements imposed by the applicable third-party operator.

Users are responsible for reviewing and complying with all applicable third-party requirements.

Failure to comply with third-party requirements may result in denied access, interrupted charging sessions, account restrictions, or other operational consequences.

7.4 Roaming Pricing

Pricing for roaming services may differ from pricing applicable to Company-owned charging stations.

Roaming charges may include:

a) third-party operator fees;

b) energy charges;

c) time-based charges;

d) session fees;

e) reservation fees;

f) idle fees;

g) roaming administration fees; and

h) other applicable charges.

Applicable pricing may not always match pricing published by the third-party operator.

The Company reserves the right to apply administrative fees, transaction fees, or other commercially reasonable adjustments where permitted by applicable law.

7.5 Billing and Payment Processing

Where available, roaming transactions may be billed through the Company’s platform.

Users authorize the Company to collect all applicable roaming charges on behalf of itself and, where applicable, on behalf of participating roaming providers.

The Company may aggregate, adjust, reconcile, or correct roaming transactions based upon records received from participating network operators.

7.6 Roaming Data Exchange

Users acknowledge that roaming transactions may require the exchange of operational, billing, authentication, vehicle, location, charging session, and account information between the Company and participating roaming partners.

Such exchanges shall be governed by the Company’s Privacy Policy and applicable law.

7.7 No Responsibility for Third-Party Networks

To the fullest extent permitted by law, the Company shall not be liable for:

a) unavailable charging stations;

b) inaccurate station information;

c) pricing discrepancies;

d) interrupted charging sessions;

e) failed charging attempts;

f) station defects;

g) equipment malfunctions;

h) telecommunications failures;

i) utility outages;

j) reservation failures; or

k) any act or omission of a third-party operator.

Any claims relating to station performance, maintenance, equipment defects, or operational issues involving third-party stations must be directed to the applicable third-party operator.

7.8 Modification or Termination of Roaming Relationships

The Company may add, modify, suspend, or terminate roaming relationships at any time without prior notice.

The Company does not guarantee continued access to any specific roaming partner, charging network, charging station, or geographic area.

8. USER RESPONSIBILITIES

8.1 General Responsibilities

Users agree to use the Services safely, responsibly, and in compliance with all applicable laws, regulations, vehicle manufacturer requirements, property rules, and these Terms.

Users are solely responsible for ensuring that their vehicle is compatible with the charging equipment selected.

8.2 Safe Use Requirements

Prior to initiating a charging session, users should reasonably inspect the charging station, charging cable, and connector for visible signs of damage or unsafe conditions.

Users shall immediately discontinue use and notify the Company if they observe:

a) damaged equipment;

b) exposed wiring;

c) electrical hazards;

d) smoke;

e) unusual odors;

f) fire hazards; or

g) other unsafe conditions.

8.3 Prohibited Conduct

Users shall not:

a) tamper with charging equipment;

b) modify charging connectors;

c) bypass safety mechanisms;

d) access restricted equipment compartments;

e) interfere with network communications;

f) damage charging infrastructure;

g) engage in fraudulent activity;

h) use stolen payment methods;

i) impersonate another user;

j) interfere with other users’ charging sessions;

k) misuse reservations; or

l) engage in any activity that may impair operation of the Services.

8.4 Charging Space Etiquette

Charging spaces are intended solely for vehicles actively charging or within any applicable grace period.

Users agree to promptly vacate charging spaces after charging sessions are completed.

Failure to vacate a charging space may result in:

a) Idle Fees;

b) account restrictions;

c) suspension of charging privileges;

d) cancellation of memberships; or

e) termination of account access.

8.5 Compliance with Property Rules

Many charging stations are located on private property, including shopping centers, hotels, office buildings, multifamily communities, parking facilities, and commercial developments.

Users agree to comply with all rules, parking regulations, access restrictions, security procedures, and operational requirements established by the property owner or operator.

The Company shall not be responsible for:

a) parking citations;

b) towing charges;

c) immobilization devices;

d) access restrictions;

e) property enforcement actions; or

f) other consequences imposed by property owners or operators.

8.6 Responsibility for Damage

Users shall be responsible for any damage caused to:

a) charging stations;

b) connectors;

c) charging cables;

d) electrical equipment;

e) software systems;

f) network infrastructure; or

g) third-party property

resulting from misuse, negligence, intentional misconduct, unauthorized modifications, or violation of these Terms.

The Company reserves the right to recover repair costs, replacement costs, administrative expenses, and other damages resulting from such conduct.

9. VEHICLE COMPATIBILITY AND CHARGING LIMITATIONS

9.1 User Responsibility for Vehicle Compatibility

Users are solely responsible for determining whether their vehicle is compatible with a particular charging station, connector type, charging standard, adapter, charging speed, software version, or charging technology.

The Company does not guarantee compatibility between any charging station and any specific vehicle model.

Users are responsible for verifying compatibility prior to initiating a charging session.

9.2 Supported Charging Standards

Charging stations may support one or more charging standards, including but not limited to:

a) NACS (North American Charging Standard);

b) CCS1 (Combined Charging System);

c) J1772;

d) GB/T;

e) future charging standards; and

f) proprietary charging technologies.

Availability of a charging standard does not guarantee compatibility with a specific vehicle.

9.3 Adapters and Third-Party Equipment

Users who utilize adapters, extension devices, conversion equipment, or other third-party accessories do so entirely at their own risk.

The Company does not certify, inspect, endorse, or guarantee:

a) third-party adapters;

b) conversion devices;

c) aftermarket charging accessories; or

d) unauthorized charging equipment.

The Company shall not be responsible for any damage, interruption, malfunction, or charging failure arising from the use of such equipment.

9.4 Software and Firmware Dependencies

Charging performance and charging session success may depend on software, firmware, communication protocols, and technical systems controlled by vehicle manufacturers.

The Company is not responsible for:

a) vehicle software defects;

b) firmware incompatibilities;

c) communication protocol failures;

d) over-the-air vehicle updates;

e) manufacturer restrictions; or

f) changes implemented by vehicle manufacturers.

Vehicle manufacturers may modify charging behavior, charging limits, communication protocols, battery management settings, or other charging-related functionality without notice to the Company.

9.5 Charging Session Interruptions

Charging sessions may fail, terminate, slow down, or become unavailable due to:

a) vehicle limitations;

b) battery conditions;

c) connector compatibility issues;

d) software incompatibilities;

e) battery temperature conditions;

f) manufacturer-imposed restrictions;

g) adapter failures; or

h) other vehicle-specific factors.

Such events do not constitute defects in the Services.

9.6 No Warranty of Compatibility

The Company expressly disclaims any warranty that:

a) a vehicle will successfully charge;

b) a charging session will start;

c) a charging session will continue uninterrupted;

d) a charging session will achieve any specific charge level;

e) a charging session will achieve any specific charging speed; or

f) a charging station will remain compatible with any vehicle over time.

Vehicle compatibility may change due to manufacturer actions, software updates, regulatory changes, or technological developments.

10. BATTERY PERFORMANCE DISCLAIMER

10.1 No Responsibility for Battery Performance

The Company provides access to charging infrastructure only.

The Company does not manufacture, design, repair, maintain, control, monitor, certify, or warrant any vehicle battery or battery management system.

Users acknowledge that battery performance is controlled by the vehicle manufacturer and not by the Company.

10.2 No Battery Warranty

The Company makes no representation or warranty regarding:

a) battery health;

b) battery capacity;

c) battery lifespan;

d) battery degradation;

e) battery efficiency;

f) battery charging acceptance rates;

g) battery safety systems; or

h) future battery performance.

10.3 No Warranty of Charging Speed

Charging speeds displayed by the Company are theoretical or maximum station capabilities and do not represent guaranteed charging speeds.

Actual charging speed may vary due to:

a) battery temperature;

b) ambient temperature;

c) state of charge;

d) battery age;

e) battery condition;

f) battery chemistry;

g) vehicle software;

h) battery management system limitations;

i) utility conditions;

j) station power-sharing requirements; and

k) manufacturer-imposed charging restrictions.

The Company does not guarantee any minimum charging speed.

10.4 No Warranty of Driving Range

The Company does not guarantee:

a) vehicle range;

b) miles gained during charging;

c) energy efficiency;

d) battery consumption rates; or

e) driving performance following a charging session.

Actual vehicle range depends upon numerous factors beyond the Company’s control.

10.5 Manufacturer Responsibility

Any claim relating to:

a) battery defects;

b) battery degradation;

c) vehicle recalls;

d) battery warranty claims;

e) battery safety concerns;

f) charging limitations imposed by the manufacturer; or

g) vehicle performance issues

must be directed to the applicable vehicle manufacturer, dealer, service provider, or warranty administrator.

10.6 Limitation of Claims

To the fullest extent permitted by law, the Company shall not be liable for:

a) battery degradation;

b) battery wear;

c) reduced battery life;

d) reduced charging capability;

e) diminished vehicle range;

f) software-related charging limitations;

g) manufacturer-imposed charging restrictions; or

h) any vehicle-related condition beyond the Company’s reasonable control.

The User expressly acknowledges that use of the Services does not create any warranty, guarantee, certification, or representation concerning the condition, performance, health, longevity, or suitability of any vehicle or battery.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Ownership

The Services, including the mobile application, website, software, charging network management systems, user interfaces, designs, trademarks, logos, service marks, trade names, databases, reports, analytics, content, documentation, operational information, and all related intellectual property rights are owned by the Company or its licensors and are protected by applicable intellectual property laws.

Nothing in these Terms transfers ownership of any intellectual property rights to any User.

11.2 Limited License

Subject to compliance with these Terms, the Company grants Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for their intended purpose.

This license does not grant any ownership rights.

11.3 Restrictions

Users shall not:

a) copy, reproduce, distribute, sell, lease, license, or exploit any portion of the Services;

b) modify, reverse engineer, decompile, disassemble, or create derivative works;

c) extract data through scraping, crawling, automated access, or similar methods;

d) remove proprietary notices;

e) interfere with security mechanisms;

f) use Company trademarks without written authorization; or

g) use Company intellectual property in any manner that may cause confusion regarding ownership or affiliation.

11.4 Operational Data

The Company shall retain all ownership rights in operational data, charging network analytics, station utilization information, usage statistics, charging session telemetry, performance metrics, and other non-personal operational information generated through the Services.

The Company may use such information for operational, commercial, regulatory, analytical, research, development, and business purposes consistent with applicable law.

11.5 Feedback

If Users provide suggestions, comments, recommendations, ideas, improvements, or feedback regarding the Services, the Company shall have a perpetual, irrevocable, worldwide, royalty-free right to use, modify, implement, commercialize, and otherwise exploit such feedback without compensation or obligation to the User.

11.6 Reservation of Rights

All rights not expressly granted herein are reserved by the Company and its licensors.

12. PRIVACY POLICY AND CALIFORNIA CONSUMER PRIVACY RIGHTS

12.1 Privacy Commitment

The Company respects and values the privacy of its users and is committed to protecting personal information in accordance with applicable laws, including the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”), and other applicable privacy regulations.

The Company’s collection, use, disclosure, retention, and protection of personal information are governed by the Company’s Privacy Policy, which is incorporated into these Terms by reference.

12.2 Information Collected

The Company may collect information including, but not limited to:

a) name;

b) email address;

c) telephone number;

d) billing information;

e) payment information;

f) vehicle information;

g) charging session history;

h) geolocation information;

i) device identifiers;

j) account credentials;

k) customer support communications;

l) reservation records; and

m) information generated through use of the Services.

12.3 Business Purposes for Collection

Personal information may be collected and processed for purposes including:

a) account administration;

b) authentication and security;

c) payment processing;

d) charging session management;

e) customer support;

f) fraud prevention;

g) service improvement;

h) network operations;

i) legal compliance;

j) analytics and reporting;

k) reservation management;

l) fleet management services; and

m) other legitimate business purposes.

12.4 Geolocation Information

Certain Services may require access to location information in order to:

a) locate charging stations;

b) initiate charging sessions;

c) validate reservations;

d) improve network functionality;

e) prevent fraud; and

f) support customer service operations.

Users may disable location permissions through device settings; however, certain Services may become unavailable or impaired.

12.5 Sharing of Personal Information

The Company may disclose personal information to:

a) payment processors;

b) cloud service providers;

c) charging network partners;

d) roaming partners;

e) telecommunications providers;

f) fleet management providers;

g) professional advisors;

h) regulatory authorities; and

i) other service providers necessary to operate the Services.

The Company does not sell personal information for monetary consideration.

However, certain disclosures may constitute “sharing” under California law and are governed by the Company’s Privacy Policy.

12.6 Data Retention

The Company may retain personal information for as long as reasonably necessary to:

a) provide Services;

b) comply with legal obligations;

c) resolve disputes;

d) enforce agreements;

e) maintain operational records;

f) prevent fraud; and

g) protect the Company’s legal rights.

Retention periods may vary depending upon the nature of the information and applicable legal requirements.

12.7 California Consumer Rights

Subject to applicable exceptions and verification requirements, California residents may have the right to:

Right to Know

Request information regarding:

a) categories of personal information collected;

b) sources of collection;

c) purposes of collection;

d) categories of third parties receiving information; and

e) specific personal information collected.

Right to Delete

Request deletion of personal information maintained by the Company, subject to applicable legal and operational exceptions.

Right to Correct

Request correction of inaccurate personal information maintained by the Company.

Right to Access

Request access to personal information in a portable and usable format where required by applicable law

Right to Opt-Out

Where applicable, request that personal information not be shared for cross-context behavioral advertising purposes.

Right to Limit Use of Sensitive Personal Information

Where applicable, request limitations on the use or disclosure of sensitive personal information.

Right Against Discrimination

The Company will not unlawfully discriminate against any User for exercising privacy rights available under applicable law.

12.8 Exercising Privacy Rights

Privacy requests may be submitted through:

info@121gigawatts.net

The Company may require identity verification before processing requests.

The Company reserves the right to deny requests where permitted by applicable law.

12.9 Security

The Company maintains commercially reasonable administrative, technical, and physical safeguards designed to protect personal information.

However, no security system can be guaranteed to be completely secure, and Users acknowledge that transmission of information over the internet carries inherent risks.

12.10 Changes to Privacy Practices

The Company reserves the right to modify its Privacy Policy and privacy practices at any time.

Material changes may be communicated through the mobile application, website, email, or other reasonable means.

Continued use of the Services following such modifications constitutes acceptance of the updated Privacy Policy to the extent permitted by law.

13. SUSPENSION AND TERMINATION OF ACCOUNTS

13.1 Suspension Rights

The Company may suspend, restrict, or limit access to the Services at any time when it reasonably determines that such action is necessary to:

a) protect the integrity of the Services;

b) prevent fraud;

c) protect users or third parties;

d) investigate violations of these Terms;

e) comply with legal obligations; or

f) mitigate operational, financial, cybersecurity, or safety risks.

13.2 Grounds for Suspension

The Company may suspend or restrict an account for reasons including:

a) failure to pay charges;

b) repeated payment failures;

c) fraudulent activity;

d) unauthorized use of payment methods;

e) misuse of charging stations;

f) abusive conduct;

g) property damage;

h) security concerns;

i) false account information;

j) improper chargebacks;

k) misuse of promotional programs; or

l) violation of these Terms.

13.3 Investigations

The Company may temporarily suspend Services while investigating suspected violations, payment disputes, security incidents, fraud claims, operational issues, or legal matters.

The Company may request additional information from Users during such investigations.

13.4 Termination by User

Users may terminate their accounts at any time through the Company’s designated procedures.

Account termination does not eliminate obligations relating to:

a) outstanding balances;

b) pending disputes;

c) completed transactions;

d) indemnification obligations; or

e) provisions that survive termination.

13.5 Termination by Company

The Company may terminate accounts immediately and without prior notice if it determines, in its sole discretion, that:

a) a User has materially violated these Terms;

b) continued access creates legal or operational risk;

c) fraudulent conduct has occurred;

d) significant misuse of Services has occurred; or

e) termination is necessary to protect the Company, users, property owners, or third parties.

13.6 Effect of Termination

Upon termination, the Company may:

a) disable account access;

b) cancel reservations;

c) revoke promotional benefits;

d) suspend wallet functionality;

e) restrict future registrations; and

f) pursue collection of outstanding obligations.

13.7 Survival

The following provisions shall survive termination:

• Payment obligations
• Indemnification
• Limitation of Liability
• Dispute Resolution
• Intellectual Property
• Privacy obligations
• Environmental Attributes
• Any provision that by its nature should survive termination.

14. INDEMNIFICATION

14.1 User Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its affiliates, subsidiaries, parent entities, officers, directors, shareholders, employees, contractors, agents, licensors, service providers, property owners, roaming partners, and charging network partners (collectively, the “Indemnified Parties”) from and against any and all claims, demands, causes of action, liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and litigation costs, arising out of or relating to:

a) your use of the Services;

b) your violation of these Terms;

c) your violation of applicable law;

d) your operation or use of any vehicle;

e) damage caused to charging stations, charging equipment, property, or third parties;

f) your misuse of charging infrastructure;

g) your use of third-party charging networks;

h) disputes involving your payment methods;

i) your breach of any representation or warranty contained in these Terms; or

j) any negligent, reckless, fraudulent, or intentional misconduct by you.

14.2 Defense and Cooperation

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification.

You agree to cooperate fully in the defense of any such claim and shall not settle any matter without the Company’s prior written consent.

14.3 Survival

The indemnification obligations contained in this Section shall survive termination of your account and continued use of the Services.

15. DISCLAIMER OF WARRANTIES

15.1 Services Provided “AS IS” and “AS AVAILABLE”

To The Maximum Extent Permitted By Applicable Law, The Services Are Provided On An “As Is,” “As Available,” And “With All Faults” Basis.

The Company Makes No Representations Or Warranties Of Any Kind, Whether Express, Implied, Statutory, Or Otherwise.

15.2 Disclaimer of All Warranties

The Company Expressly Disclaims All Warranties, Including:

A) Merchantability;

B) Fitness For A Particular Purpose;

C) Title;

D) Non-Infringement;

E) Quiet Enjoyment;

F) Course Of Dealing;

G) Course Of Performance; And

H) Warranties Arising From Trade Usage.

15.3 No Warranty Regarding Charging Services

The Company Does Not Warrant That:

A) Any Charging Station Will Be Available;

B) Any Charging Session Will Successfully Start;

C) Any Charging Session Will Complete;

D) Any Minimum Charging Speed Will Be Achieved;

E) Any Specific Amount Of Energy Will Be Delivered;

F) Any Vehicle Will Be Compatible;

G) The Services Will Be Uninterrupted;

H) The Services Will Be Error-Free; Or

I) Any Defects Will Be Corrected.

15.4 Utility and Telecommunications Dependencies

The Company Does Not Warrant The Continuous Availability Of:

A) Electrical Power;

B) Utility Services;

C) Internet Connectivity;

D) Cellular Networks;

E) Cloud Services; Or

F) Third-Party Systems.

15.5 Vehicle and Battery Disclaimer

The Company Makes No Warranty Regarding:

A) Vehicle Performance;

B) Battery Health;

C) Battery Longevity;

D) Battery Degradation;

E) Vehicle Range;

F) Charging Curves; Or

G) Manufacturer Software.

16. LIMITATION OF LIABILITY

16.1 Exclusion of Certain Damages

To The Maximum Extent Permitted By Law, The Company Shall Not Be Liable For Any:

A) Lost Profits;

B) Lost Revenue;

C) Loss Of Business Opportunities;

D) Loss Of Goodwill;

E) Loss Of Data;

F) Business Interruption;

G) Consequential Damages;

H) Incidental Damages;

I) Indirect Damages;

J) Special Damages;

K) Exemplary Damages; Or

L) Punitive Damages,

Whether Based In Contract, Tort, Negligence, Strict Liability, Statute, Or Any Other Legal Theory.

16.2 Maximum Liability Cap

To The Fullest Extent Permitted By Law, The Total Aggregate Liability Of The Company Arising Out Of Or Relating To Any Claim Shall Not Exceed The Greater Of:

A) The Amount Actually Paid By The User For The Specific Charging Session Or Transaction Giving Rise To The Claim; Or

B) One Hundred U.S. Dollars (Us$100.00).

This limitation applies regardless of the number of claims, theories of liability, or alleged damages.

16.3 Essential Basis of Bargain

The parties acknowledge that the limitations of liability set forth in these Terms constitute an essential basis of the agreement between the parties and that the Services would not be provided without such limitations.

16.4 Third-Party Services

The Company shall not be responsible for acts, omissions, failures, interruptions, errors, delays, or misconduct of:

a) utilities;

b) payment processors;

c) roaming partners;

d) property owners;

e) telecommunications providers;

f) vehicle manufacturers;

g) software providers; or

h) any third party.

17. CALIFORNIA CIVIL CODE SECTION 1542 WAIVER

17.1 Waiver of Unknown Claims

To the fullest extent permitted by applicable law, you expressly waive and relinquish all rights and benefits under California Civil Code Section 1542, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You acknowledge that you may later discover facts different from or in addition to those presently known or believed to be true and nevertheless intend to fully and finally release all matters covered by these Terms to the extent permitted by law.

17.2 Knowing and Voluntary Waiver

You acknowledge that:

a) you have read this waiver;

b) you understand its legal effect;

c) you have had the opportunity to seek independent legal advice; and

d) you voluntarily agree to this waiver as a material condition of using the Services.

18. FORCE MAJEURE

18.1 Force Majeure Events

The Company shall not be liable for any delay, interruption, suspension, failure, degradation, or inability to perform its obligations resulting from events beyond its reasonable control (“Force Majeure Events”).

Force Majeure Events include, without limitation:

a) acts of God;

b) earthquakes;

c) hurricanes;

d) floods;

e) wildfires;

f) pandemics or public health emergencies;

g) acts of war;

h) terrorism;

i) civil unrest;

j) labor disputes;

k) governmental actions;

l) utility outages;

m) telecommunications failures;

n) internet disruptions;

o) cybersecurity incidents;

p) supply chain disruptions;

q) equipment shortages; and

r) any other circumstance beyond the reasonable control of the Company.

18.2 Suspension of Performance

During the existence of a Force Majeure Event, the Company may suspend, restrict, modify, or discontinue any portion of the Services without liability.

18.3 No Liability

The Company shall not be responsible for losses, damages, delays, costs, or expenses arising from Force Majeure Events.

19. ENVIRONMENTAL ATTRIBUTES, RENEWABLE ENERGY CERTIFICATES, AND CARBON CREDITS

19.1 Ownership of Environmental Attributes

All environmental attributes associated with the Company’s charging network, renewable energy programs, battery storage systems, distributed generation systems, microgrids, and related infrastructure shall remain the sole property of the Company or the applicable owner.

Environmental Attributes include, without limitation:

a) Renewable Energy Certificates (RECs);

b) International Renewable Energy Certificates (I-RECs);

c) Carbon Credits;

d) Carbon Offsets;

e) Low Carbon Fuel Standard (LCFS) Credits;

f) Renewable Identification Numbers (RINs);

g) greenhouse gas reduction credits;

h) clean energy certificates; and

i) any similar environmental instruments now existing or developed in the future.

19.2 No Transfer to Users

Use of the Services does not transfer any ownership interest in Environmental Attributes to Users.

Payment for charging services does not entitle Users to claim ownership, transfer rights, retirement rights, or environmental benefits associated with such Environmental Attributes.

19.3 Environmental Reporting

Any environmental impact estimates, carbon reduction calculations, sustainability metrics, or similar reports provided by the Company are for informational purposes only and do not constitute environmental certification or regulatory compliance verification.

20. ELECTRONIC COMMUNICATIONS AND ELECTRONIC SIGNATURES

20.1 Consent to Electronic Communications

By using the Services, you consent to receive communications electronically.

Electronic communications may include:

a) account notices;

b) payment confirmations;

c) billing statements;

d) legal notices;

e) privacy updates;

f) service announcements;

g) operational notifications;

h) security alerts; and

i) amendments to these Terms.

Such communications may be delivered through:

• email;
• mobile application notifications;
• SMS messages;
• website postings; or
• other electronic means.

20.2 E-SIGN Consent

You agree that electronic signatures, electronic records, electronic notices, and electronic agreements satisfy any legal requirement that such communications be in writing.

You further consent to transact electronically pursuant to:

• The Electronic Signatures in Global and National Commerce Act (E-SIGN Act); and
• The California Uniform Electronic Transactions Act (UETA).

20.3 User Responsibility

Users are responsible for maintaining accurate contact information and ensuring continued access to designated communication channels.

Failure to receive communications due to outdated contact information shall not invalidate such communications.

21. BINDING ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER

21.1 Agreement to Arbitrate

Except as expressly excluded below, any dispute, claim, controversy, or cause of action arising out of or relating to the Services, these Terms, or the relationship between the parties shall be resolved exclusively through binding arbitration.

Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect.

21.2 Arbitration Venue

The arbitration shall take place in San Diego County, California, unless otherwise required by applicable law.

21.3 Individual Proceedings Only

ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, USERS WAIVE THE RIGHT TO PARTICIPATE IN:

a) class actions;

b) collective actions;

c) representative actions;

d) mass arbitration proceedings; or

e) private attorney general actions to the extent waivable under applicable law.

21.4 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING FROM THE SERVICES OR THESE TERMS.

21.5 Small Claims Exception

Either party may bring qualifying claims in small claims court where permitted by applicable law.

21.6 Injunctive Relief

Nothing in this Section prevents the Company from seeking temporary, preliminary, or permanent injunctive relief relating to:

a) intellectual property;

b) unauthorized access;

c) cybersecurity incidents;

d) misuse of Services; or

e) protection of confidential information.

22. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles.

Subject to the arbitration provisions above, any judicial proceeding arising from these Terms shall be brought exclusively in the state or federal courts located in San Diego County, California.

23. NOTICES

23.1 Notices to Company

All notices, requests, inquiries, complaints, privacy requests, legal communications, and other correspondence shall be directed to:

info@121gigawatts.net

The Company may designate alternative contact methods by updating the Services or website.

23.2 Notices to Users

The Company may provide notices through:

a) email;

b) mobile application notifications;

c) SMS messages;

d) website postings; or

e) other electronic communications.

Electronic notices shall be deemed received when transmitted.

24. GENERAL PROVISIONS

24.1 Entire Agreement

These Terms, together with the Privacy Policy and any incorporated policies, constitute the entire agreement between the parties.

24.2 Severability

If any provision is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

24.3 No Waiver

Failure by the Company to enforce any provision shall not constitute a waiver of future enforcement.

24.4 Assignment

The Company may assign, transfer, delegate, or subcontract its rights and obligations under these Terms without restriction.

Users may not assign their rights or obligations without prior written consent of the Company.

24.5 Relationship of Parties

Nothing in these Terms creates any partnership, joint venture, employment, agency, franchise, fiduciary, or similar relationship between the parties.

24.6 Headings

Section headings are provided for convenience only and shall not affect interpretation.

24.7 Survival

Any provision that by its nature should survive termination shall survive termination of these Terms and the user’s account.x

25. EFFECTIVE DATE

These Terms become effective upon the earliest of:

a) account registration;

b) acceptance through the Services;

c) registration of a payment method;

d) initiation of a charging session; or

e) any use of the Services.

By continuing to use the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Use and Charging Network Agreement.