NoGrid Services Terms of Service

# NoGrid Services Terms of Service

Effective date: 2026-06-23

These Terms of Service (the "Terms") govern access to and use of services
provided by NoGrid Services, a Nova Scotia, Canada service provider, including
generator monitoring, connectivity, portal access, device management, alerts,
support, reports, and related services (the "Services").

By signing an order form, accepting a proposal, clicking acceptance in the
portal or onboarding flow, creating an account, accessing the portal, using a
NoGrid-connected device, or otherwise using the Services, the client agrees to
these Terms. If a separate written agreement, statement of work, order form, or
service-level agreement applies, that document also applies. If there is a
conflict, the signed written agreement controls for the conflicting subject
matter.

The client is agreeing to these Terms on behalf of its authorized users and
accepts that the Services are provided only to help support operational
judgment; client decisions and actions remain the client’s responsibility.

## 1. Client Acceptance and Authority

Before activating the Services, the client and/or each authorized account holder
must select or sign an acceptance confirming:

- they have reviewed these Terms and the Privacy Policy;
- they are authorized to bind the organization to these Terms;
- they understand the client has sole responsibility for site operations and any
  operational decisions made using the Service.

The client further confirms that any use of readings, alerts, recommendations, or
controls is at the client’s risk and that NoGrid is not liable for losses arising
from reliance on Service outputs or failure to act on Service outputs.

For clients who require separate signature documentation, this section is
intended to be completed at onboarding or contract execution.

NoGrid records onboarding acceptance proof automatically per onboarded generator
device, including the Terms version accepted, acceptance timestamp, approver (if
available), approval source, and request metadata (IP and user agent) in the
service database.

If a client account has already completed portal signup and accepted the Terms in
that context, that account-level acceptance is reused for later device
onboarding events for the same customer account.

## 2. Parties

"NoGrid", "we", "us", and "our" mean NoGrid Services, operating from Nova
Scotia, Canada, and its authorized personnel, contractors, and service
providers.

"Client", "you", and "your" mean the business, organization, property owner,
site operator, reseller, or other person or entity that orders, accesses, or
uses the Services, including its authorized users.

## 3. Services

NoGrid may provide one or more of the following:

- generator, equipment, device, or connectivity monitoring;
- portal access, dashboards, reports, and alerts;
- EdgeBox, gateway, modem, firmware, or device-management services;
- onboarding, provisioning, installation support, and field-service support;
- remote diagnostics, support, maintenance, and troubleshooting;
- optional control features if specifically enabled for a client account;
- other services described in an accepted proposal, order form, or written
  agreement.

The exact scope, pricing, service period, equipment, support level, and
deliverables are the items stated in the applicable order form, proposal,
invoice, or written agreement.

## 4. Accounts and Authorized Users

Clients are responsible for:

- providing accurate account, billing, site, and contact information;
- deciding who may access the Services on the client's behalf;
- keeping credentials confidential;
- promptly removing users who should no longer have access;
- ensuring authorized users comply with these Terms;
- notifying NoGrid promptly of suspected unauthorized access or account misuse.

NoGrid may suspend or restrict accounts, devices, or portal access where needed
to protect the Services, a client, another customer, equipment, safety, or
security.

## 5. Client Responsibilities

Clients are responsible for the sites, equipment, local wiring, fuel supply,
network availability, cellular service, internet access, generator maintenance,
manufacturer requirements, Nova Scotia and local permits, insurance, safety
procedures, and local operating conditions unless a written agreement says
otherwise.

Clients must ensure that any information, commands, access credentials, site
details, equipment records, and user permissions provided to NoGrid are accurate
and authorized.

Clients must not use the Services in a way that violates Canadian, Nova Scotia,
or local law, infringes rights, interferes with service operation, bypasses
access controls, overloads systems, attempts unauthorized access, introduces
malware, or creates an unsafe condition.

## 6. Monitoring, Alerts, and Operational Data

The Services may depend on equipment condition, gateway availability, cellular
coverage, internet availability, third-party networks, power, firmware,
configuration, sensors, and client-provided information. Monitoring data,
alerts, reports, and dashboards may be delayed, incomplete, inaccurate, or
unavailable.

NoGrid is not a substitute for required physical inspections, generator
maintenance, emergency response, life-safety systems, fire systems, regulatory
compliance, or manufacturer-recommended procedures. Clients must continue to
use qualified personnel and appropriate site procedures.

## 7. Remote Control and Safety

Remote control features, if available, are disabled unless specifically enabled
for a client account or service scope. Clients are responsible for ensuring that
any requested or enabled control feature is lawful, safe, authorized by the site
owner or operator, compatible with the equipment, and supported by appropriate
local safety procedures.

NoGrid may refuse, disable, delay, or require additional confirmation for any
control action if NoGrid believes it may be unauthorized, unsafe, technically
unsupported, or outside the agreed service scope.

## 8. Equipment and Third-Party Services

The Services may use third-party equipment, hosting, identity, cellular,
internet, email, SMS, payment, mapping, monitoring, firmware, manufacturer, or
support services. NoGrid is not responsible for third-party outages, service
changes, hardware failures, coverage gaps, rate changes, vendor defects, or
third-party terms, except to the extent expressly stated in a written agreement.

Client-owned equipment remains the client's property unless a written agreement
says otherwise. NoGrid-owned or leased equipment must be used only for the
Services and must be returned, purchased, or decommissioned according to the
applicable agreement.

## 9. Fees and Payment

Clients must pay all fees, taxes, usage charges, equipment charges, installation
charges, recurring service fees, and other amounts described in the applicable
proposal, order form, invoice, or written agreement.

Unless otherwise agreed in writing, invoices are due on receipt. Late amounts
may result in service suspension, collection activity, interest, or recovery of
reasonable collection costs where permitted by law.

## 10. Client Data

Clients retain ownership of their site data, account data, telemetry, and
operational records. Clients grant NoGrid a limited right to collect, use,
store, transmit, disclose, and process that data as needed to provide, secure,
support, bill for, improve, and administer the Services, and as otherwise
allowed by contract or law.

NoGrid may use aggregated or de-identified information for reliability,
diagnostics, capacity planning, security, product improvement, and business
analysis, provided it does not identify a client or individual.

## 11. Privacy

NoGrid's handling of personal information is described in the NoGrid Services
Privacy Policy. The Privacy Policy is incorporated into these Terms. Clients
with Nova Scotia public-sector, municipal, health, data-residency, or regulated
records requirements must identify those requirements before using the Services
for affected data.

## 12. Intellectual Property

NoGrid and its licensors retain all rights in the portal, software, firmware,
documentation, designs, workflows, names, logos, templates, know-how, and other
materials created or provided by NoGrid, except for client data and any rights
expressly assigned in a written agreement.

Clients may use the portal, documentation, and NoGrid-provided materials only as
needed to receive the Services during the applicable service period.

## 13. Confidentiality

Each party may receive confidential information from the other. The receiving
party must use reasonable care to protect confidential information and may use
it only for the Services or the applicable business relationship, unless
disclosure is authorized by the other party or required by law.

Confidential information does not include information that is public without
breach, already known without restriction, independently developed, or lawfully
received from another source.

## 14. Service Changes

NoGrid may modify, update, maintain, replace, suspend, or discontinue parts of
the Services where reasonably required for security, reliability, compliance,
vendor changes, product improvement, or operational needs. Material changes to a
paid service will be handled according to the applicable agreement or with
reasonable notice where practical.

## 15. Suspension and Termination

NoGrid may suspend or terminate access to the Services if:

- fees are unpaid;
- required client information is inaccurate or incomplete;
- a client or user violates these Terms;
- continued service may create security, safety, legal, or operational risk;
- a third-party service needed for the Services is unavailable or terminated;
- required equipment, connectivity, authorization, or site access is not
  available;
- a written agreement allows suspension or termination.

After termination, NoGrid may retain or delete records according to the Privacy
Policy, applicable law, backup practices, and contractual obligations.

## 16. Disclaimers

Except as expressly stated in a written agreement, the Services are provided
"as is" and "as available". NoGrid does not guarantee uninterrupted service,
error-free operation, continuous connectivity, exact telemetry, successful
alerts, compatibility with all equipment, or prevention of generator failure,
property damage, loss of business, or other harm.

NoGrid disclaims all warranties not expressly stated in a written agreement,
including implied warranties of merchantability, fitness for a particular
purpose, non-infringement, and availability, to the maximum extent permitted by
law.

Use of the Services, including any readings, alerts, recommendations, reports,
and controls, is at the client’s sole risk. NoGrid is not responsible for
losses from client reliance on or misuse of portal data, any service-induced or
third-party outage context, or actions taken or not taken by users based on
Service output.

NoGrid is not responsible for any business, operational, environmental, property,
or personal effects resulting from the client’s use of the Services.

## 17. Limitation of Liability

To the maximum extent permitted by law and except for amounts that cannot be
limited by law or by a signed agreement, NoGrid will not be liable for indirect,
incidental, special, consequential, exemplary, or punitive damages, or for lost
profits, lost revenue, loss of data, loss of use, business interruption,
equipment failure, fuel loss, network outage, or third-party service failure.

Except as expressly stated in a written agreement, NoGrid's total liability for
all claims related to the Services is limited to the amounts paid by the client
to NoGrid for the affected Services during the three months before the event
giving rise to the claim.

## 18. Indemnity

Clients agree to indemnify and hold NoGrid harmless from claims, losses,
liabilities, damages, costs, and expenses arising from the client's sites,
equipment, users, instructions, data, misuse of the Services, violation of these
Terms, violation of law, or unauthorized control or access requests, except to
the extent caused by NoGrid's gross negligence or willful misconduct.

## 19. Force Majeure

NoGrid is not responsible for delay or failure caused by events outside its
reasonable control, including power failure, internet or cellular outage,
equipment failure, weather, fire, flood, labour disruption, supply-chain
shortage, cyberattack, government action, emergency, third-party outage, or
other similar events.

## 20. Governing Law and Disputes

Unless a signed agreement states otherwise, these Terms are governed by the laws
of the Province of Nova Scotia and the federal laws of Canada applicable there.
The parties will first attempt to resolve disputes through good-faith business
discussion. If a dispute cannot be resolved, the courts located in Nova Scotia,
Canada will have exclusive jurisdiction, unless applicable law requires another
forum.

## 20. Changes to These Terms

NoGrid may update these Terms from time to time. Updated Terms will be posted
with a new effective date. Continued use of the Services after the effective
date means the client accepts the updated Terms. Material changes to a signed
client agreement require the process stated in that agreement.

## 21. Contact

Questions about these Terms can be sent to:

NoGrid Services

Email: legal@nogrid.ca

Mailing address: [insert legal mailing address]