Charging Platform Terms

SCOPE — WHICH SERVICES THESE TERMS COVER
These Charging Platform Terms (the “Terms”) govern access to and use of the Faraday Charging Platform by operators, fleet owners, site hosts, and other business entities (“Customer”, “you”, “your”).

The “Faraday Charging Platform” (the “Platform”) includes, without limitation:

• the Faraday operator and fleet dashboard available at https://dashboard.fday.io (the “Dashboard”);
• software and services for managing charging sessions, users, vehicles, and chargers;
• reporting, analytics, and administrative tools;
• session authentication and initiation methods, including QR code flows, RFID, Plug & Charge, or similar technologies;
• optional payment facilitation tools, including Faraday’s driver-facing payment and session initiation experience available at https://charge.fday.io (the “Pay App”) where enabled for your charging operations; and
• related APIs, integrations, and platform features provided by Faraday from time to time.

These Terms apply regardless of whether:

• a charging session is public or private;
• end users are charged or not charged;
• Faraday, the Customer, or a third party acts as Merchant of Record; and/or
• payment is processed via Faraday, a connected account, or a third-party system.

RELATIONSHIP TO OTHER TERMS
These Terms do not govern:

• use of Faraday websites for general informational purposes (governed by Faraday's Website Terms of Use);
• use of the Pay App by individual drivers (governed by the Faraday Pay App End User Terms);
• hardware warranties, installation, or maintenance services, which may be governed by separate agreements.

Where you also use other Faraday services subject to separate terms, those terms apply only to the specific service they govern and do not replace or override these Terms unless expressly stated.

DOCUMENTS INCORPORATED BY REFERENCE
The following documents may apply to your use of the Platform and are incorporated by reference as applicable:

• Pricing Schedule / Order Form. Your pricing, invoicing model, and (if applicable) settlement mechanics are set out in a separate pricing schedule or order form made available in the Dashboard or otherwise provided by Faraday (the “Pricing Schedule”).
• Data Processing Addendum. If Faraday processes personal data on your behalf as a processor, the parties’ data processing terms are set out in a separate data processing addendum (the “DPA”).
• EU P2B Notice. If Regulation (EU) 2019/1150 applies, additional disclosures and processes are described in a separate P2B notice (the “P2B Notice”).

The Pricing Schedule, DPA, and P2B Notice will be made available in the Dashboard or on Faraday’s website, and are incorporated by reference as of the effective date stated in each document.

If there is a conflict, the following order applies (highest to lowest): Order Form (if any) → Pricing Schedule → DPA (for data processing matters only) → these Terms → P2B Notice (for P2B-specific disclosures/processes only).

1. CONTRACTING PARTY
These Terms are entered into with Faraday EVCS Inc. (“Faraday”, “we”, “us”, or “our”), unless an Order Form or Pricing Schedule expressly identifies a different Faraday affiliate as the contracting entity.

Faraday may perform its obligations under these Terms directly or through its affiliates where required for operational, regulatory, or legal reasons.

Nothing in these Terms limits rights granted to you under mandatory applicable law.

2. DEFINITIONS

• “Charging Services” means the sale and provision of electric vehicle ("EV") charging (including electricity delivery and any related on-site services) to end users.
• “Charging Session” means an instance of charging activity initiated, authorized, monitored, recorded, or settled using the Platform.
• “Customer Data” means information (including personal data) submitted to the Platform by or on behalf of Customer, or generated through Customer’s use of the Platform, including charger telemetry, session records, pricing/tariff settings, and reports.
• “End User” means an individual (such as a driver) who uses or receives Charging Services.
• “Merchant of Record” or “MoR” means the entity responsible to End Users for the sale of Charging Services (including pricing, taxes, refunds/chargebacks, required disclosures, and regulatory compliance for the transaction).

3. ACCEPTANCE AND AUTHORITY
By accessing or using any part of the Platform, you agree to be bound by these Terms.

If you use the Platform on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

Faraday may make certain Platform features available at no charge, at its discretion. Unpaid access remains subject to these Terms.

4. ACCOUNTS, ACCESS, AND SECURITY
You are responsible for:

• maintaining the confidentiality of account credentials and API keys;
• implementing reasonable access controls and least-privilege permissions for your users;
• promptly removing access for users who no longer require it; and
• all activity that occurs under your accounts (except to the extent caused by Faraday’s breach of these Terms).

You must promptly notify Faraday of any suspected unauthorized access, credential compromise, or security incident affecting your accounts or use of the Platform.

5. PLATFORM SERVICES
Faraday provides a software platform that enables Customers to manage EV charging operations, including session initiation, monitoring, reporting, and optional payment facilitation.

Faraday does not provide Charging Services, electricity, parking services, towing services, or physical site access. Charging Services are provided by Customer and/or third-party operators (as applicable). You remain responsible for your charging operations and related customer service.

Faraday does not guarantee charger availability, uptime, charging speed, energy delivery, or network connectivity.

Faraday may modify the Platform and its features over time (including to maintain security, comply with law, or improve functionality). Where feasible, Faraday will provide reasonable notice of changes that materially reduce core functionality you are using.

6. MERCHANT OF RECORD AND PAYMENTS
Depending on your configuration:

• Faraday, the Customer, or a third party may act as MoR.
• Payment processing may be handled by Faraday, a payment processor, a connected account, or another third-party system.
• MoR status determines responsibility for pricing, taxes, refunds/chargebacks, payment disclosures, and regulatory compliance for paid Charging Sessions.
• Where Faraday facilitates payment collection as a platform feature, Faraday does so as a technology provider and/or payment facilitation provider and does not assume MoR responsibility unless expressly agreed in writing (including via an Order Form/Pricing Schedule or similar agreement).

7. PLATFORM FEES
Platform fees and any other commercial terms are defined in the Pricing Schedule.

Platform fees may vary based on factors including session type, authentication or payment method, MoR designation, geography, and applicable commercial arrangements.

Platform fees are exclusive of applicable taxes and may be deducted prior to settlement or invoiced separately, as described in the Pricing Schedule.

Faraday may update Platform fees only in accordance with the Pricing Schedule and applicable law.

8. TAXES
Each party is responsible for taxes imposed on it under applicable law.

Where Faraday is not MoR, you are responsible for determining, collecting, reporting, and remitting applicable taxes and for maintaining appropriate tax records.

9. CUSTOMER RESPONSIBILITIES
You agree to:

• operate chargers and provide Charging Services in compliance with applicable laws, safety standards, and manufacturer requirements;
• provide accurate configuration information within the Platform;
• set and maintain tariffs, pricing rules, and any end-user pricing disclosures within the Platform, and ensure they comply with applicable law and your obligations as charging service provider and/or MoR (where applicable);
• ensure authorized and lawful use of authentication methods (QR, RFID, Plug & Charge, or similar);
• maintain appropriate agreements with site owners, landlords, utilities, and/or other third parties required for operating Charging Services;
• promptly address misuse, damage, unsafe conditions, and incidents at charging sites;
• maintain reasonable security for charger connectivity and site networks used in connection with the Platform, including secure configuration of charger communications to Faraday’s backend (including, where supported, using available authentication credentials/certificates), and timely remediation of known vulnerabilities that could impact the Platform or End Users; and
• reasonably cooperate with Faraday in investigating and mitigating security incidents that may affect the Platform or End Users.

You are responsible for compliance with site-specific rules and your own customer-facing policies, including policies on refunds and complaints (where you are MoR and/or the charging service provider).

10. ACCEPTABLE USE
You must not:

• misuse, disrupt, or interfere with the Platform or its security;
• bypass access controls or attempt to gain unauthorized access;
• reverse engineer or attempt to extract source code (except to the extent permitted by mandatory law);
• use the Platform for unlawful, fraudulent, abusive, or harmful purposes; or
• introduce malware or excessive automated activity, or use the Platform in a manner that materially degrades performance for others.

Faraday may suspend access for violations of this Section or to protect the Platform, Customers, End Users, or third parties.

11. DATA PROTECTION AND PRIVACY
Faraday processes personal data in accordance with its Privacy Policy.

Roles. As between the parties:

• Customer is the controller of personal data included in Customer Data (which may include identifiers such as names and email addresses); and
• Faraday acts as a processor to the extent it processes such personal data on Customer’s behalf to provide the Platform.

Faraday may act as an independent controller for limited purposes such as account administration, security, fraud prevention, billing, compliance, and operating its business, as described in the Privacy Policy and/or DPA.

Where required, the parties will enter into a DPA governing Faraday’s processing of personal data on Customer’s behalf.

Each party is responsible for its compliance with applicable data protection laws.

The Privacy Policy is a general notice and does not replace the DPA where Faraday processes personal data on Customer’s behalf as a processor.

12. INTELLECTUAL PROPERTY
The Platform and all related software, content, documentation, and trademarks are owned by or licensed to Faraday.

Subject to your compliance with these Terms, Faraday grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the term of these Terms for your internal business operations and Charging Services.

You retain ownership of Customer Data. You grant Faraday a limited license to host, process, transmit, and display Customer Data solely to provide, secure, and improve the Platform and to perform obligations under these Terms and the DPA (if applicable).

If you provide feedback or suggestions, Faraday may use them without restriction or obligation.

13. CONFIDENTIALITY
Each party may receive non-public information from the other that is marked or should reasonably be understood as confidential (“Confidential Information”). Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only to perform under these Terms.

Confidential Information does not include information that is (a) publicly available without breach, (b) independently developed without use of the other party’s Confidential Information, or (c) rightfully received from a third party without restriction.

Confidentiality obligations survive termination.

14. SUSPENSION AND TERMINATION
14.1 Suspension and restriction. Faraday may suspend or restrict access to the Platform (in whole or in part) if:

• Customer materially breaches these Terms;
• Customer’s use creates security, fraud, abuse, or operational risk;
• suspension is necessary to protect the Platform, other customers, End Users, or third parties; or
• required by law or a regulator.

Where feasible and lawful, Faraday will provide a statement of reasons for a suspension or restriction.

14.2 Termination. Customer may stop using the Platform at any time. If Customer has a paid plan, termination, notice, and any minimum terms (if any) are governed by the Pricing Schedule and any applicable Order Form.

Faraday may terminate Customer’s access for cause if Customer materially breaches these Terms and fails to cure within a reasonable period (where cure is possible), or immediately where required for security, fraud, abuse, or legal reasons.

Termination does not affect accrued obligations or payment amounts due under the Pricing Schedule.

15. CHANGES TO THESE TERMS
Faraday may update these Terms from time to time. Updated Terms will be made available on Faraday’s website and/or via the Dashboard.

Continued use of the Platform after the effective date of updated Terms constitutes acceptance, subject to any mandatory notice and termination rights under applicable law.

16. EU P2B REGULATION (WHERE APPLICABLE)
To the extent Regulation (EU) 2019/1150 applies to Customer’s relationship with Faraday, Faraday will comply with applicable P2B requirements as described in these Terms and the P2B Notice, including complaint handling and mediator identification (as set out in the P2B Notice).

Where P2B applies, Faraday will provide notice and statements of reasons for restrictions, suspensions, terminations, and changes to these Terms as required by P2B and the P2B Notice, subject to permitted exceptions (including legal or security grounds).

17. DISCLAIMERS
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FARADAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Faraday does not warrant that the Platform will be uninterrupted or error-free, or that Charging Sessions will start, complete, or bill successfully in all circumstances.

18. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• FARADAY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL.
• FARADAY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED, IN THE AGGREGATE, THE PLATFORM FEES PAID OR PAYABLE BY CUSTOMER TO FARADAY UNDER THE PRICING SCHEDULE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM; OR, IF NO FEES WERE PAID OR PAYABLE, EUR 100, WHICHEVER IS GREATER.

Nothing in these Terms limits liability that cannot be limited under applicable law.

19. INDEMNIFICATION
Customer agrees to defend, indemnify, and hold harmless Faraday and its affiliates, officers, directors, employees, and agents from and against third-party claims, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Customer’s Charging Services and operation of chargers;
• Customer’s tariffs, pricing disclosures, taxes, refunds/chargebacks, and consumer-law obligations (where Customer is MoR and/or the charging service provider);
• misuse of the Platform or violation of these Terms; or
• violation of applicable law by Customer or its authorized users.

20. GOVERNING LAW
These Terms are governed by the laws specified in the applicable Order Form or Pricing Schedule. If none is specified, these Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except where mandatory local law applies.

The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes arising out of these Terms, except where mandatory local law requires otherwise.

21. MISCELLANEOUS
These Terms (together with any applicable Order Form, Pricing Schedule, DPA, and P2B Notice) constitute the entire agreement regarding the Platform and supersede prior discussions on that subject.

Faraday may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets, with notice where required by law.

If any provision is unenforceable, the remainder remains in effect.

No third-party beneficiaries are created.

Notices. Faraday may provide notices under these Terms via the Dashboard, email to the account owner/admin email on file, or other reasonable electronic means. Customer is responsible for keeping its contact information current.

21.1 TRANSITION FOR EXISTING CUSTOMERS
If Customer has a separate written agreement with Faraday governing the Platform executed before the “AS OF” date of these Terms (a “Prior Agreement”), then the Prior Agreement will continue to govern Customer’s use of the Platform until it is superseded or replaced in accordance with its terms or by a written amendment or replacement agreement executed by the parties (including electronically).

On and after the effective date stated in such amendment/replacement (or other notice, to the extent permitted by the Prior Agreement), these Terms (together with any applicable Pricing Schedule, DPA, and P2B Notice) will supersede and replace the Prior Agreement solely with respect to the Platform.

For any Customer use of the Platform not governed by a Prior Agreement, these Terms apply to that use.

CONTACT
If you have questions regarding these Terms, contact us at legal@fday.io.