SWTCH INSTALL - TERMS & CONDITIONS

Last Updated: June 19, 2025 

These SWTCH Energy Inc. (“SWTCH”, “us”, “we”, “our”) Install Terms & Conditions (“Install Terms”) govern use of the SWTCH Install service, which is offered by SWTCH for commissioning of SWTCH’s electric vehicle chargers for SWTCH customers (“Service”). The Service is accessible via a downloadable mobile application (“App”), which is a component of the Service. For clarity, references to “Service” are also references to the “App”.

To use the Service, you (“User”, “you”, “your”) must signify your acceptance of these Install Terms by signing up for, logging into, or using the Service. These Install Terms are effective between SWTCH and User as of the date of your acceptance of these Install Terms (“Effective Date”).

These Install Terms do not apply to use of SWTCH’s electric vehicle charging services (“Charging Services”). Charging Services or your other contractual relationships with SWTCH (i.e., as a SWTCH reseller or installation partner) may be subject to additional terms, which are made available at the time of access, subscription, or contracting for the applicable product or service (collectively, “Additional Terms”). If you are a SWTCH Hardware installation partner and wish to use the Service for Hardware commissioning, these Install Terms govern your use of the Service and any other obligations you may have to SWTCH shall be set out Additional Terms.    

These Install Terms may be amended by us from time to time at our sole discretion. If we make changes to these Install Terms, we will notify you by updating the “Last Updated” date above, posting a notice via the Service, and/or by sending you an email (as appropriate). Any non-material revisions to these Install Terms and any new terms governing new features, functionality, or services will become effective on the date the change is posted. If you are a new User, any material revisions to these Install Terms shall become effective immediately. If you are an existing User prior to the date of issue of a new version of the Install Terms, any material revisions to these Install Terms shall become effective upon the earlier of thirty (30) days following the date of us notifying you of the revisions, which will be done as detailed in this paragraph, or your acceptance of the revised Install Terms. SWTCH may require you to provide consent to the updated Install Terms before continuing to use the Service. If you do not agree to any such change(s), you shall stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s).

1. DEFINITIONS. In these Install Terms, these capitalized terms shall have the following meanings: 

(i) “Claims” shall mean all claims, requests, accusations, allegations, assertions, complaints, petitions, demands, suits, actions, proceedings, and causes of action of any kind and description.

(ii) “Damages” shall mean any fee, cost, expense, expenditure, or other awards of any nature, including, but not limited to attorneys’ fees, witness fees, expert witness fees and expenses, and all other litigation costs and expenses.

(iii) “Driver” means a vehicle owner or operator wishing to charge EVs using Charging Services.

(iv) “Hardware” means the EV charging equipment and any supporting hardware that is required for use of (in the case of Drivers) or provision of (in the case of Providers) the Charging Services. 

(v) “Infrastructure” means the electrical infrastructure required to provide adequate power and connectivity for the Hardware to function, including, without limitation, circuitry, wiring, and communications equipment.

(vi) “Marks” means the SWTCH trademarks, trade names, logos, and other distinctive brand features and designations.

(vii) “Parking Spaces” means a parking space in a designated parking location (“Site”) where Hardware may be accessed. 

(viii) “Provider” means a Site owner or operator that provides Drivers with access to Hardware on Parking Spaces it owns or has the right to make available.

(ix) “Resources” means the informational SWTCH service usage guides and materials that are made available to User via the Service.

(x) “Site Preparation” shall mean, without limitation, performing electrical service upgrades, installing conduit runs, running wiring, installing communication equipment to ensure data connectivity and any other Infrastructure setup and Site work necessary to enable Hardware and provide adequate power and connectivity to the Parking Spaces according to the SWTCH site design guide.

(xi) “SWTCH Customer” means a Driver or Provider and excludes User. 

(xii) “Term” means the duration of these Install Terms, which will commence on the Effective Date and continue until terminated by either you or SWTCH pursuant to Section 7a below.

(xiii) “User Data” shall mean any text, images, photos, audio or video files, or other forms of data or communication that is inputted, uploaded, or otherwise shared by User via the Service. 

2. GENERAL.

(a) Provision. During the Term, SWTCH will make the Service available to you solely for performing authorized Hardware commissioning activities pursuant to these Install Terms. SWTCH will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime or any unavailability caused by circumstances beyond our reasonable control. SWTCH will provide the Service in accordance with laws applicable to our provision of the Service to Users generally (i.e., without regard for your particular use of the Service), and subject to your use of the Service in accordance with these Install Terms and all applicable laws. 

(b) Changes and Fees. SWTCH may change the features and functions of the Service at any time and may discontinue provision of the Service in whole or in part at any time in its sole discretion without liability to User or any third party. The Service is provided to Users free of charge, however, SWTCH reserves the right to introduce fees for its future use at any time and at its sole discretion. User will be solely responsible for any fees or expenses incurred in connection with Users services, including performing User’s obligations under Commissioning Contracts (defined in Section 2f below).

(c) Intended Use. The Service is intended solely for use by individuals who: (i) are licensed and professionally qualified to perform Hardware commissioning for Providers; (ii) have obtained necessary insurance coverage and all other qualifications as mandated by applicable law and any applicable professional licensing or regulatory body; and (iii) have been engaged to provide Hardware commissioning services under a Commissioning Contract (defined in Section 2f below). Unless expressly permitted in writing by SWTCH or if expressly permitted in these Install Terms, User shall not modify or tamper with Hardware, Infrastructure, or Sites and shall not interfere with Site Preparation in any way. For clarity, nothing in the Resources is intended to grant Users permission to perform any activities listed in the foregoing sentence. Users must notify SWTCH of intended Hardware commissioning by scheduling commissioning appointments via the Service. 

(d) User Representations. User represents and warrants that they: (i) possess all necessary certifications, training, and authorizations required by any Commissioning Contracts (defined in Section 2f below), applicable laws or professional licensing bodies (as applicable), and these Install Terms to carry out Hardware commissioning; (ii) shall keep the Parking Spaces, Infrastructure, and Sites clean and free of debris and rubbish and shall not interfere with a third party’s Site Preparation or use of the Parking Spaces and/or Site while performing Hardware commissioning; (iii) shall promptly notify SWTCH if User has knowledge of anyone  tampering with, damaging, or attempting to tamper or damage the Hardware, Infrastructure, or Site; (iv) shall promptly notify SWTCH if a third party provides User with any correspondence regarding the Hardware, Infrastructure, or Site; (v) are not bound by any other agreement which precludes it from complying with these Install Terms; and (vi) will perform its obligations under the Install Terms in compliance with any applicable laws, rules, regulations or ordinances.

(e) Insurance. At all times during the Term, User shall keep and maintain insurance at the level of the industry standard, or higher if required by law or professional bodies to which User is responsible. Upon request by SWTCH, User shall promptly furnish a certificate of insurance evidencing such insurance is in full force and effect.  

(f) Responsibility to Providers. Users will perform Hardware commissioning services for Providers solely pursuant to contractual arrangements it enters with employers, Providers, or other third parties (each, a “Commissioning Contract”). User is solely responsible for entering into and fulfilling all obligations under Commissioning Contracts. SWTCH is not a party to, and shall have no liability or obligation under, any Commissioning Contract. User assumes full responsibility for the correct and safe performance of any Hardware commissioning services it is engaged to perform.

(f) Mobile Services. You may access the Service by downloading the App via a third-party application marketplace (each, an “App Store”). Your wireless service carrier’s standard charges, data rates, and other fees may apply. You agree that you will only use the App: (i) on the branded device of the applicable App Store, if required by the App Store’s terms and conditions; and (ii) as permitted by any usage rules set forth in the applicable App Store’s terms of service. You acknowledge that these Install Terms are concluded between SWTCH and you only, and the App Store has no obligation or liability to you with respect to the App or these Install Terms. You acknowledge and agree that the App Store is a third-party beneficiary to these Install Terms as it relates to the App Store’s provision of the App to you.

(g) Privacy. Our collection, use and disclosure of information about an identifiable individual (“Personal Information”) will be governed by our Privacy Policy, the latest version of which can be found here (“Privacy Policy”). By using the Service, you consent to our collection, use, and disclosure of Personal Information as outlined in the Privacy Policy.

3. REGISTRATION AND USE.  

(a) Account Registration. To use the Service, you must: (i) be 18 years old or at least the age of majority in the jurisdiction where you reside or from which you use this Service; (ii) create an account via the App (“Account”) and provide accurate, current, and complete information as may be prompted by any Account registration forms (“Registration Data”); (iii) maintain the security of your Account credentials; and (iv) promptly update the Registration Data as necessary. SWTCH may, at its discretion, request additional information regarding your qualifications, professional designation and/or insurance to ensure you are eligible to use the Service, and you agree to promptly provide any such information. 

(b) Use of Accounts. User shall keep all Account credential information secure and confidential. You shall use reasonable efforts to prevent, and shall be fully liable to SWTCH for, any unauthorized access to, use of or damage to Hardware, Infrastructure or a Site or Parking Space arising from misuse of your Account. The User shall immediately notify SWTCH upon becoming aware of any such unauthorized use. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until a resolution has been determined.

(c) Personnel. You are solely responsible for any actions taken by others you engage or permit to assist you in performing commissioning services (“Personnel”). You must ensure that any Personnel comply with these Install Terms and any breach of these Install Terms by your Personnel will be treated as your breach of these Install Terms. 

(d) Restrictions.  You shall not and shall not permit anyone to: (1) sell, resell, license, sublicense, distribute, rent or lease, publicly display or perform, or sublicense the Service, Marks, Resources, or any part thereof; (2) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious User Data, or to store or transmit User Data  in violation of third-party privacy rights; (3) use the Service to store or transmit User Data or malicious code, files, scripts, agents or programs which are intended to do harm; (4) interfere with or disrupt the integrity or performance of the Service; (5) attempt to gain unauthorized access to the Service or its related systems or networks; (6) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, or use the Service or Resources to access, copy or use any of SWTCH’s intellectual property except as permitted under these Install Terms; (7) modify, copy, or create derivative works of the Service, Resources, Marks, or any part thereof; (8) frame or mirror any part of the Service or Resources, except as expressly permitted herein; or (9) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Service or access the Service or Resources in order to: (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Service, (iii) copy any ideas, features, functions or graphics of the Service, or (iv) determine whether the Service is within the scope of any patent. 

4. INTELLECTUAL PROPERTY AND DATA RIGHTS.

(a) User License. Subject to your compliance with these Install Terms, during the Term, SWTCH grants you a non-transferable, non-exclusive, revokable, limited license to (i) use and reproduce one copy of the App, solely as a component of the Service, on a mobile device that you own or control and solely for your internal use; and (ii) use and access the Resources solely for your internal use.  

(b) Reservation of Rights. The Service, including without limitation, the App and any software code underlying the Service, and the Resources are the property of SWTCH and its licensors and are protected from unauthorized copying and dissemination by intellectual property laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Service or any of the technology underlying the Service or any content provided thereon except as expressly set forth in these Install Terms. The App and Resources are licensed to you and not sold. Except as expressly stated herein, nothing in these Install Terms gives you a right or license to use Marks without SWTCH’s prior written consent. 

(c) User Data License. You grant SWTCH (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit such User Data: (i) to the extent necessary to provide the Service and meet our obligations under these Install Terms; (ii) to meet our legal obligations; (iii) to improve the Service and our other products and services; and (iv) to meet regulatory or administrative requirements applicable to Provider’s ordinary business activities. This license includes the right to create anonymized and aggregated data generated from User Data and your use of the Service (“Statistical Data. Statistical Data shall be exclusively owned by SWTCH.

(d) User Data Restrictions. As between you and SWTCH, you and your licensors retain all rights, title, and interest in and to your User Data. You represent and warrant that you are solely responsible for (i) obtaining all necessary licenses, permissions, and consents to ensure User Data can be shared with and processed by SWTCH as contemplated herein; (ii) the accuracy, quality, integrity, legality, reliability, and appropriateness of User Data; (iii) the consequences of sharing User Data via the Service to which you do not have rights in or title to; and (iv) ensuring that uploading User Data via the Service does not violate any applicable laws or the rights of any third party. Although SWTCH does not monitor all User Data, we reserve the right to edit, modify or remove any User Data or refuse to host or process any User Data which we reasonably consider to be in breach applicable laws or these Install Terms or our other policies.

(e) Feedback. SWTCH shall have a royalty-free, worldwide, irrevocable, perpetual, transferable, sublicensable, to use or incorporate in the Service, Charging Services, or SWTCH’s other products & services, any suggestions, enhancement requests, recommendations or other feedback provided by User relating to the Service or Charging Services.

(f) Right to Retain, Delete, or Suspend Access. You must not rely on the Service for backup or storage of User Data. SWTCH may retain User Data even if you are no longer using the Service, but SWTCH is not required to give you copies of User Data. SWTCH may permanently delete or erase User Data or suspend your access to User Data through the Service at any time and for any reason, without liability to you or any third party.

(g) Marketing Materials. The license in Section 4c includes the right for SWTCH to use the following User Data, in de-identified or representative form, in its marketing, promotional, or educational materials (including, without limitations, case studies, presentations, and social media and website content): videos, photos, and setup information. 

5. THIRD-PARTY SERVICES. The Service may integrate with or rely on third-party websites, platforms, products, or services that are not owned or controlled by SWTCH (collectively, “Third-Party Services”). Use or enabling of certain integrated Third-Party Services may result in your User Data being shared between the Third-Party Service and the Service as appropriate for the interoperation of the Third-Party Service with the Service. Third-Party Services are subject to the terms and conditions governing use of the applicable Third-Party Services, and you are solely responsible for determining those terms and conditions and complying with them. SWTCH does not guarantee the continued availability of any Third-Party Services and may cease providing or integrating with them at its discretion without liability to you or any third party.

6. DISCLAIMERS.

(a) General Disclaimer. Unless otherwise set out in any Additional Terms effective between you and SWTCH, SWTCH makes no representations or warranties about conditions or suitability of Hardware, Infrastructure, or a Site that may be required for User to perform commissioning services. For clarity, SWTCH does not guarantee: (i) continuous availability of electrical service to the Hardware; (ii) continuous availability of any wireless or cellular communications network or Internet service necessary for the SWTCH’s continued operation of the Charging Services; or (iii) availability of or interruption of the Charging Services attributable to unauthorized intrusions by any party (“Commissioning Conditions”). SWTCH shall not be liable to the User for any damages arising from or related to the Commissioning Conditions, whether such damages result from User’s failure to perform the Commissioning Contract or otherwise.

(b) Site Preparation and Access. Unless otherwise set out in any Additional Terms effective between you and SWTCH, SWTCH shall not be responsible for (i) performing any Site Preparation or Hardware installation that may be required to perform commissioning services, or (ii) obtaining any required licenses, consents, permissions and/or permits necessary for performance of Site Preparation, Hardware installation, or access to the Site as may be required for User to perform commissioning services. Notwithstanding the foregoing, User shall not interfere with SWTCH’s performance of its obligations and responsibilities to a SWTCH Customer (including, without limitation, performance of any required Hardware maintenance work). 

(c) No Warranty. EXCEPT AS EXPRESSLY SET OUT IN THESE INSTALL TERMS, THE SERVICE AND ALL CONTENT THEREON (INCLUDING, WITHOUT LIMITATION, RESOURCES) ARE PROVIDED "AS IS”. SWTCH SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIALS ACCESSED THROUGH THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT RESULT FROM USING OR RELYING ON ANY INFORMATION OR MATERIALS. SWTCH DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR USER’S USE OF OR RELIANCE ON THE SERVICE OR RESOURCES, INCLUDINGTO PERFORM OBLIGATIONS UNDER COMMISSIONING CONTRACTS. FOR CLARITY, USE OF OR RELIANCE ON THE SERVICE SHALL NOT GUARANTEE ANY RESULT OR SATISFY ANY CONDITION OF INSTALLATION OR COMMISSIONING. 

7. TERMINATION. 

(a) Termination. You may terminate these Install Terms by discontinuing use of the Service or by closing your Account. SWTCH may terminate these Install Terms at any time and at its sole discretion.

(b) SWTCH Rights. SWTCH may (but will have no obligation), at its sole discretion, reclaim Accounts, or suspend User’s access to some or all aspects of the Service. We also reserve the right to access, read, preserve, and disclose any information available to us via the Service that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Install Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to User support requests; or (v) protect the rights, property or safety of our Users and the public. Any suspension of your access to the Service by SWTCH shall be in addition to any other rights and remedies that SWTCH may have.

(c) Result of Termination. Upon termination, except as expressly set forth herein, all licenses and rights granted by SWTCH to User hereunder shall terminate. Termination may result in deletion of your Account and removal of some or all your User Data and shall not terminate any obligations you may have under a Commissioning Contract or to any third party. The following provisions shall survive termination: 2b-2g, 3, 4b-4g, 5, 6, 7b, 7c, and 8-12.

8. INDEMNIFICATION.

(a) Indemnification by User. To the maximum extent permitted under applicable law, you shall, at your own expense, indemnify and hold SWTCH and its subsidiaries, affiliates, representatives, successors and assigns (“Indemnified Parties”) harmless from all Damages awarded against or incurred by Indemnified Parties as a result of any Claim brought against Indemnified Parties arising in connection with (i) User Data; (ii) failure to comply with your obligations under these Install Terms, Additional Terms, or a Commissioning Contract; (iii) negligent acts or omissions, recklessness, or willful misconduct; (iv) your or your Personnel’s acts or omissions leading to damage to or unauthorized alteration of Infrastructure, Hardware, Parking Spaces, or Sites; or (v) the loss of life or any injury to persons or property due to conditions existing at the Site. For the purposes of Section 8a, you acknowledge that SWTCH is acting as agent and trustee for Indemnified Parties.

(b) Indemnification Conditions. SWTCH will provide notice to you of any Claim requiring indemnification in accordance with Section 8. SWTCH reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 8, and you agree to cooperate with any reasonable requests assisting SWTCH’s defense of such matter. Section 8 does not require you to indemnify SWTCH for any unconscionable commercial practice by SWTCH or for SWTCH’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Service.

9. LIMITATION OF LIABILITY. WE, OUR REPRESENTATIVES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICE OR MATERIALS AVAILABLE THEREON; (II) MISTAKES, OMISSIONS OR INACCURACIES IN OR ON THE SERVICE OR MATERIALS AVAILABLE THEREON; (III) YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY SERVICES; (IV) ANY BODILY INJURY (INCLUDING DEATH) RESULTING FROM USE OR RELIANCE ON THE SERVICE OR MATERIALS  AVAILABLE THEREON (V) THE ACTS, OMISSIONS, OR CONDUCT OF ANY THIRD PARTY; (VI) THE COST OF PROCURING SUBSTITUTE GOODS, INFORMATION OR SERVICE; AND (VII) ANY OTHER LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE. THESE LIMITATIONS SHALL APPLY EVEN IF SWTCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SWTCH’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE INSTALL TERMS EXCEED FIFTY CANADIAN DOLLARS (CAD $50. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. CONFIDENTIAL INFORMATION.

(a) General. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Service, 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, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. Each Disclosing Party retains any of its rights in and to its respective Confidential Information.

(b) Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Install Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure. Notwithstanding the foregoing, SWTCH may disclose User’s Confidential Information to its advisors, partners and third-party service providers used by SWTCH to provide some or all elements of the Service and who are bound by duties of confidentiality.  

(c) Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Install Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

11. DISPUTE RESOLUTION.

(a) Commissioning Disputes. Except as expressly set out herein, SWTCH shall not be responsible for any disputes arising between User and a Provider or a third party relating to Hardware commissioning, a Commissioning Contract, or other dispute arising from the relationship, contractual or otherwise, between User and Provider or a third party. SWTCH is not responsible for any damage or harm resulting from your interactions with Providers (including without limitation, any payment of fees for Hardware commissioning activities) or any other third party in the performance of Hardware commissioning.

(b) Informal Disputes. In case of a dispute arising out of or related to these Install Terms (“Dispute”), you and SWTCH agree to work in good faith to resolve the Dispute informally.

(c) Mediation. If the Dispute is not resolved informally within thirty (30) days of the commencement of informal efforts hereunder, the parties will attempt to settle the Dispute in good faith by mediation. To initiate the mediation, a party must give notice in writing to the other party requesting mediation. A copy of the request should be sent to ADR Chambers. The mediator shall be appointed by agreement between the parties or, if the parties cannot agree within ten (10) business days after receipt of the notice of intention to mediate, the mediator will be appointed by ADR Chambers. The mediation will take place in Toronto, Ontario. The mediation shall be governed by the laws of the Province of Ontario. Each party shall bear its own legal costs in connection with mediation under this Section 11c.

(d) Arbitration. If the Dispute is not settled by mediation within thirty (30) days of commencement of the mediation process set out in Section 10c above or within such further period as you and SWTCH may agree to in writing, the Dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. A copy of the request should be sent to ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario). The arbitrator shall be appointed by agreement between the parties or, if the parties cannot agree within ten (10) business days after receipt of the notice of intention to arbitrate, the arbitrator will be appointed by ADR Chambers. The arbitration will take place in Toronto, Ontario and governed by the laws of the Province of Ontario. Each party shall bear its own legal costs in connection with arbitration under this Section 11d. You agree that agree that, subject to Section 11b and 11c, arbitration shall be the exclusive forum for resolving all Disputes and the decision of the arbitrator shall be final and binding upon both parties thereto.

(e) Applicable Law. Notwithstanding anything in these Install Terms to the contrary: (i) to the extent Sections 11(b)-11(d) are deemed unenforceable under applicable law, the parties hereby agree to attorn to the exclusive jurisdiction of the courts of Toronto, Ontario with respect to any Disputes arising out of or relating to these Install Terms, and (ii) nothing in this Section 11 shall preclude either party from seeking injunctive relief in the event that the party perceives that without such injunctive relief, serious harm may be done to the party.

12. GENERAL. These Install Terms constitute the entire agreement between the parties relating to the Service. If any part of these Install Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of SWTCH to exercise or enforce any right or provision under these Install Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by SWTCH must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Install Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without SWTCH’s prior written consent. SWTCH may assign these Install Terms without restriction. These Install Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflicts of laws. The headings in these Install Terms are inserted for convenience only and form no part of the Install Terms. SWTCH will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond SWTCH’s reasonable control. Notices to you may be made via either email or regular mail. SWTCH may also provide notices to you by displaying notices or links to notices generally via the Service. Notices to SWTCH can be provided via email at SUPPORT@SWTCHENERGY.COM, deemed to have been delivered one (1) business days after receipt by electronic mail, or via registered mail at 7 Queen Elizabeth Blvd, Etobicoke, ON M8Z 1L8, deemed to have been delivered three (3) business days after sending by registered mail.