LEGAL // TERMS

Terms and Conditions

1. Introduction

Welcome to Voltai Inc. (“Voltai”, “we”, or “us”). These Terms and Conditions (the “Terms”) govern your access to and use of Voltai’s software, website(s), platform(s), and services (collectively, the “Services”). By accessing or using any portion of our Services, you (“Customer” or “you”) agree to be bound by these Terms.

These Terms incorporate by reference the Data Protection Addendum (“DPA”), which sets forth additional obligations with respect to privacy, security, and data protection.

2. Definitions

For clarity in these Terms, certain capitalized words carry special meanings. Below is a Table of Definitions relevant to this document (Note: additional definitions may be found in the Data Protection Addendum).

Term

Definition

Affiliate

Any entity that owns or controls, is owned or controlled by, or is under common control with Voltai or Customer, where “control” means direct or indirect control of at least 50% of voting securities.

Agreement

The agreement formed between the Customer and Voltai, which may include these Terms, any Order Form, the DPA, and any supplemental documents incorporated by reference.

Confidential Information

Any information disclosed by one party to the other in writing, orally, or by inspection, and which is designated as confidential or should be reasonably understood as confidential.

Customer Personal Data

Any Personal Data provided by or made available by Customer to Voltai or collected by Voltai on behalf of Customer which is Processed by Voltai to perform the Services.

Data Protection Laws

Any local, state, or national law regarding the processing of Personal Data applicable to Voltai in the jurisdictions in which the Services are provided, including privacy, security, and data protection laws.

Services

The services made available to Customer by Voltai under these Terms, as further described in any Order Form or separate agreement.

Additional terms may be defined throughout these Terms or in the DPA.

3. Acceptance of Terms

  • Binding Agreement By clicking “I Agree,” signing an Order Form, or otherwise manifesting assent to these Terms, you confirm you have read, understand, and agree to be legally bound by these Terms.

  • Updates Voltai reserves the right to modify these Terms from time to time. Changes will become effective upon posting or as otherwise stated in any notice provided to you. Your continued use of the Services after any modifications indicates acceptance of the revised Terms.

4. Eligibility and Scope

  • Authority You represent and warrant that you have the lawful authority to enter into these Terms on behalf of yourself or your organization.

  • Scope These Terms apply to all users of the Services, including any Affiliates authorized to use the Services under an Order Form.

5. Access and Use of Services

  • Provision of Services Voltai will provide the Services under the conditions set forth in these Terms, any applicable Order Form, and the DPA.

  • Account Creation To access certain features, you may be required to register for an account. You are responsible for providing accurate, current, and complete information.

  • License to Use Subject to these Terms, Voltai grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

6. User Obligations

  • Compliance with Laws You agree to comply with all applicable laws, regulations, and third-party rights in connection with your use of the Services.

  • Restricted Activities You will not (a) engage in any unauthorized use of the Services; (b) attempt to reverse-engineer or tamper with the Services; or (c) upload any malicious code or content to the Services.

7. Data Protection and Privacy

  • Data Protection Addendum (DPA) The processing of Personal Data under these Terms is governed by our Data Protection Addendum (“DPA”), which is expressly incorporated herein by reference.

  • Security Measures Voltai implements and maintains appropriate technical and organizational measures as outlined in the DPA to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure.

  • International Data Transfers Voltai may transfer Customer Personal Data across different territories, subject to and in compliance with the DPA and applicable Data Protection Laws.

8. Intellectual Property Rights

  • Voltai IP Voltai retains all rights, title, and interest in and to the Services, including any improvements or modifications thereto.

  • Customer Feedback If you provide suggestions, ideas, or feedback, Voltai has the unrestricted right to use such feedback for any purpose.

9. Fees and Payment Terms

  • Fees The fees payable by you for the Services are set out in the applicable Order Form or invoice.

  • Payment Unless otherwise specified, all fees are due net thirty (30) days from the date of invoice. Late payments may incur interest.

  • Taxes Fees do not include any taxes, duties, or similar governmental assessments. You are responsible for any such charges that are imposed.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s Confidential Information. Confidential Information will not be disclosed to third parties except as permitted by these Terms or required by law, subject to prior written notice where legally permissible.

11. Disclaimers

  • Warranties Disclaimed Except as expressly stated in these Terms, Voltai provides the Services on an “as is” and “as available” basis. Voltai disclaims all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

  • No Guarantee Voltai does not guarantee that the Services will meet your requirements, operate without interruption, or be error-free.

12. Limitation of Liability

  • Exclusion of Certain Damages To the maximum extent permitted by law, Voltai shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

  • Liability Cap Voltai’s aggregate liability arising out of these Terms shall not exceed the total amount paid by you to Voltai for the Services in the twelve (12) months preceding the event giving rise to liability.

13. Indemnification

  • By Customer You will defend, indemnify, and hold harmless Voltai and its Affiliates (and their respective officers, directors, employees, and agents) from and against all claims, damages, losses, and expenses (including reasonable legal fees) arising from or related to your breach of these Terms or your misuse of the Services.

  • By Voltai Voltai will defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the authorized use of the Services infringes or misappropriates a valid intellectual property right, subject to certain limitations set forth herein.

14. Termination

  • Termination by Either Party Either party may terminate these Terms if the other party breaches any material obligation and fails to cure within thirty (30) days.

  • Effects of Termination Upon termination, you must cease all use of the Services. Sections intended by their nature to survive termination (e.g., confidentiality, limitations of liability, indemnification) will remain in effect.

15. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the jurisdiction specified in your Order Form (or, if none is specified, the laws of the State of California, USA), without regard to conflicts of law principles. Any disputes will be resolved exclusively in the federal or state courts located in that jurisdiction, and both parties consent to personal jurisdiction therein.

16. Miscellaneous

  • Assignment You may not assign these Terms without Voltai’s prior written consent.

  • Severability If any provision is deemed invalid or unenforceable, the remaining provisions will remain in effect.

  • Entire Agreement These Terms, together with the DPA and any Order Forms, constitute the entire agreement between the parties regarding the Services.

  • No Waiver No waiver of any term will be effective unless in writing.

18. Execution

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and any other documents incorporated by reference, including the Data Protection Addendum.