Updated as of 9/6/24

1. WORK AND PAYMENT
1.1 Project. Through the EV Buying Consulting service, Client is hiring The Green Car Geek to: Provide knowledge, advice, and guidance related to the selection of an Electric Vehicle (EV). Any request considered to fall outside this scope of work, as outlined above, is at the sole discretion of The Green Car Geek. All work is to be performed remotely during regular business hours of Monday-Friday, excluding holidays and is subject to change. 

1.2 Scope of EV Buying Consulting Service. Your EV Buying Consulting session is for the purpose of providing you with guidance on which EV may be appropriate for your needs. This advice is based on the information you provide to us on your Intake Form. Any and all information provided by The Green Car Geek is based on knowledge available at the time. The Green Car Geek is not responsible for changes in market conditions, vehicle features, or vehicle availability.

1.3 Session Length.  Each EV Buying Consulting session is up to 60 minutes in length.

1.4 Payments. The Client will pay in advance upon booking the 60 minute EV Buying Consulting session through an online booking link. Should the 60 minute session time expire and more work is needed, the Client may schedule another session. The additional session may be booked for another day/time or for directly after the initial session, schedule permitting. A link to book a follow-up EV Buying Consulting session will be provided.

1.5 Refunds. Booking a EV Buying Consulting session secures time on our calendar. There are no refunds. If your initial booking is no longer convenient for you, you may reschedule your session by using the reschedule link in your confirmation email. Rescheduled session must occur within 30 days calendar days of the originally scheduled session. If the session lasts less than 60 minutes, there are no refunds for unused time.

2. OWNERSHIP AND LICENSES
2.1 Ownership of Delivered Product. As part of this job, the Client owns “delivered product” which may consist of verbal information and/or a written document outlining the suggested EV(s).

2.2 Ownership of Working Files. For all services, including those not expressly named above, The Green Car Geek owns any and all work developed in the course of creating a delivered product, including but not limited to notes, drafts, research, results and/or conclusions of the research performed, source files, licenses used in the creation of all projects. This includes licenses for desktop, mobile software, programs, and apps, website plugins, plugin extensions, fonts, images and created with any analog, digital, or yet to be designed means of generating content.

2.3 The Green Car Geek’s Use Of Delivered Product. Once The Green Car Geek gives the delivered product to the Client, The Green Car Geek does not have any rights to it, except those that the Client explicitly gives The Green Car Geek here. The Client gives The Green Car Geek permission to display the delivered product for promotional purpose. The Green Car Geek is granted permission to display the delivered product in perpetuity and exclusive of the state of the contract.

2.4 The Green Car Geek’s IP That Is Not Delivered Product. During the course of this project, The Green Car Geek might use intellectual property that The Green Car Geek owns or has licensed from a third party, but that does not qualify as “delivered product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Green Car Geek is not giving the Client this background IP. But, as part of the Contract, The Green Car Geek is giving the Client a right to use the background IP in the support of the delivered product. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 12.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Green Car Geek cannot take back this grant, and this grant does not end when the Contract is over. All background IP remains the property of The Green Car Geek and will not be transferred to the Client in the event of a contract termination. The Client will be responsible for purchasing or licensing of any background IP.

2.5 The Green Car Geek’s Right To Use Client IP. The Green Car Geek may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring The Green Car Geek to build a website, The Green Car Geek may have to use the Client’s logo. The Client agrees to let The Green Car Geek use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do The Green Car Geek’s job. Beyond that, the Client is not giving The Green Car Geek any intellectual property rights, unless specifically stated otherwise in this Contract.

4. REPRESENTATIONS.
4.1 Overview. This section contains important promises between the parties.

4.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

4.3 The Green Car Geek Has Right To Give Client Delivered Product. The Green Car Geek promises that it owns the working files, that The Green Car Geek is able to give the delivered product to the Client, and that no other party will claim that it owns the delivered product. If The Green Car Geek uses employees or sub-contractors, The Green Car Geek also promises that these employees and sub-contractors have signed contracts with The Green Car Geek giving The Green Car Geek any rights that the employees or sub-contractors have related to The Green Car Geek’s background IP, working files, and delivered product.

4.4 Delivered Product Does Not Infringe. The Green Car Geek promises that its delivered product does not and will not infringe on someone else’s intellectual property rights, that The Green Car Geek has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that The Green Car Geek has entered into or will enter into with someone else.

4.5 Client-Supplied Material Does Not Infringe. If the Client provides The Green Car Geek with material to incorporate into the work, the Client promises that this material does not infringe on someone else’s intellectual property rights.

5. TERM AND TERMINATION
Either party may terminate these Terms if the other party: (i) fails to cure any material breach of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter). The following sections don’t end even after the termination: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

6. INDEPENDENT BUSINESS.
The Green Car Geek is an independent business and the following statements reflect the relationship: The Green Car Geek will use its own equipment, tools, and material to do the work. The Client will not control how the job is performed. Instead, The Green Car Geek is responsible for determining when, where, and how it will carry out the work. The Client will not provide The Green Car Geek with any training. The Client and The Green Car Geek do not have a partnership or employer-employee relationship. The Green Car Geek cannot enter into contracts, make promises, or act on behalf of the Client. The Green Car Geek is not entitled to receive benefits from the Client’s (e.g., group insurance, retirement benefits, retirement plans, vacation days). The Green Car Geek is responsible for its own taxes. The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for The Green Car Geek or any of The Green Car Geek’s employees or sub-contractors.

7. CONFIDENTIAL INFORMATION.
7.1 Overview. This Contract imposes restrictions on how the Client and The Green Car Geek must handle confidential information. These obligations are explained in this section.

7.2 The Client’s Confidential Information. While proving the services for the Client, The Green Car Geek may come across, or be provided Client information that is confidential. The Green Car Geek will treat this information as if it is The Green Car Geek’s own confidential information. The Green Car Geek may use this information to do its job under this Contract, but not for anything else, except by written permission. Confidentiality extends to The Green Car Geek employees and/or sub-contractors who will sign The Green Car Geek’s own non-disclosure and confidentiality agreement. The Green Car Geek must continue to follow these obligations, even after the Contract ends. The Green Car Geek’s responsibilities only stop if The Green Car Geek can show any of the following: (i) that the information was already public when The Green Car Geek came across it; (ii) the information became public after The Green Car Geek came across it, but not because of anything The Green Car Geek did or didn’t do; (iii) The Green Car Geek already knew the information when The Green Car Geek came across it and The Green Car Geek didn’t have any obligation to keep it secret; (iv) a third party provided The Green Car Geek with the information without requiring that The Green Car Geek keep it a secret; or (v) The Green Car Geek created the information on its own, without using anything belonging to the Client.

7.3 Third-Party Confidential Information. It’s possible the Client and The Green Car Geek each have access to confidential information that belongs to third parties. The Client and The Green Car Geek each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or The Green Car Geek is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

8. FORCE MAJEURE. The Green Car Geek will not be liable or responsible for any delays in service or for failing to provide its services as a result of anything beyond its reasonable control, including, without limitation, ransom attacks, phishing attacks, brute force attacks, software/hardware/device/service misconfiguration or misuse, software/hardware/device/service bugs, internet outage or interruption of service, power or telecommunications outage, random acts of terror, insurrection, weather conditions, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war or acts of God or disasters occurring naturally or artificially. Release of liability extends to The Green Car Geek’s employees, agents, contractors, vendors, or third parties working on behalf of The Green Car Geek.

9. LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GREEN CAR GEEK 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, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL THE GREEN CAR GEEK’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED THE AMOUNTS PAID BY YOU TO THE GREEN CAR GEEK FOR SERVICES RENDERED.

10. INDEMNITY.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or The Green Car Geek or both.

10.2 Client Indemnity. In this Contract, The Green Car Geek agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work The Green Car Geek has done under this Contract; (ii) a breach by The Green Car Geek of its obligations under this Contract; or (iii) a breach by The Green Car Geek of the promises it is making in Section 5 (Representations).

10.3 The Green Car Geek Indemnity. In this Contract, the Client agrees to indemnify The Green Car Geek (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. MUTUAL NON DISPARAGEMENT. A company’s goodwill and reputation are assets of great value which were obtained through great cost, time and effort. When the relationship between the Client and The Green Car Geek ends, neither the Client nor The Green Car Geek, shall make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, about the other party, their officers, or employees orally, in writing, or electronically including, but not limited to via email, text, online chat forum, posting negative reviews on online review platforms, social media review platforms, or posting negative comments on social media. Neither the Client nor The Green Car Geek shall discourage a third party from doing business with the other party.

12. GENERAL.
12.1 Assignment. This Contract applies only to the Client and The Green Car Geek. The Green Car Geek cannot assign its rights or delegate its obligations under this Contract to a third-party, without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without The Green Car Geek’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the delivered product that results from this Contract.

12.2 Attorney’s Fees. In any action to enforce or arising out of this Agreement, whether by way of judicial, arbitration, mediation or administrative proceedings or otherwise, the prevailing party in such proceeding shall be entitled to recover reasonable costs and attorneys’ fees from the non-prevailing party.

12.3 Modification; Waiver. To change anything in this Contract, the Client and The Green Car Geek must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

12.4 Notices. (a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received at the time it was sent; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

12.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

13.6 Agreement to Terms & Conditions. By booking and purchasing the EV Buying Consulting session, you agree to these Terms & Conditions.

13.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and The Green Car Geek under this Contract, without regard to conflict of law principles of that state.

13. Entire Agreement. This Agreement represents the entire agreement and understanding between you and The Green Car Geek.