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Last Updated on December 8, 2009

Please read the Terms and Conditions carefully before using this Site

1. Terms and Conditions of Use of Site

This website (the “Site”) is provided by Electrovaya Inc. (“Electrovaya ”), conditional on your acceptance of the terms and conditions of use set forth below (the “Terms and Conditions”). By visiting or using this Site (collectively, “Use” of the Site), including without limitation to access, use, and/or download messages, information, data, text, software or images, or other Content from this Site, or to send messages, information, data, text, software or images, or other Content to the Site, (collectively, the “Content”), or to use any Site-related services (the “Services”), you agree on your own behalf, and on behalf of any entity on whose behalf you may act, to accept and abide by the Terms and Conditions for each Use of and each visit to this Site. If you do not agree to abide by these Terms and Conditions, you should not Use this Site. Similarly, if you are dissatisfied with the Site, your sole and exclusive remedy is to discontinue using the Site. These Terms and Conditions shall survive any such termination.

Electrovaya has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of the Terms and Conditions, in whole or in part, at any time. Changes will be effective when notice of such change is posted at our sites. Please check the Terms and Conditions frequently for updates by checking the date of "Last Update" at the top of this document. If any term, condition or any change thereto is not acceptable to you, you must discontinue your use of this Site immediately. Your continued use of this Site after any such changes are posted will constitute acceptance of those changes. These Terms and Conditions apply exclusively to your use of this Site and do not alter the terms or conditions of any other agreement you may have with Electrovaya.

2. Participation and Jurisdiction

Electrovaya makes no representation or warranty that Content at this Site is appropriate or available for use at any locations outside Canada. Accessing the Content from locations where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

3. Changes to Site

Electrovaya may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Site, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Site (ii) adding, removing or changing any fees or charges for Use of the Site (including for any Services) or any features thereof; (iii) removing, adding, modifying or otherwise changing any Content on this Site. Electrovaya reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Site at any time without notice, but confirms that it has no duty to do so.

4. Permitted Uses

You agree to only Use the Site for lawful purposes, and to only send Content and receive Content that is proper and related to the particular Service, and Electrovaya (subject to the Terms and Conditions herein) grants you a Canadian, non-exclusive, non-transferable, non-sublicenseable, revocable, limited right, to so Use the Site solely for your own personal or internal company use. You may download or make a single copy of all or any part of the Content for your own personal use, provided you display our copyright and/or trade-mark notices on your copy (that is, the line at the bottom of this page, and the symbols next to our designs).

5. Prohibited Uses

You may not, nor may you allow others to, directly or indirectly:

(a) remove, from any copy of the Content, the copyright or other proprietary notices contained in the Content; sell, modify or attempt to modify the Content in any way or reproduce or publicly display, perform, or distribute or otherwise use any Content for any public, commercial, or non-educational or non-personal purpose, including without limitation use of the Content on any other web site; or transfer any of the Content to any other person without the prior written consent of Electrovaya;

(b) print or copy any of the HTML or other computer software that is accessible at this Site;

(c) Use this Site in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Site or any services, system resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through this Site (including without limitation uploading, posting or otherwise transmitting on this Site computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on this Site’s infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Site or the Content in whole or in part);

(d) use or attempt to use another’s credit card information, personal information, registration information, or other information in connection with this Site without prior written authorization from Electrovaya; create or use a false identity on this Site, or impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity; or attempt to obtain unauthorized access to this Site; or send to this Site or Electrovaya any incomplete, false or inaccurate information; or

(e) disrupt or interfere with any other person’s use or enjoyment of this Site or affiliated or linked sites, or any services thereof; or delete or revise any Content posted on this Site.

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Site, and that you will comply with all laws that apply or may apply to your use of or activities on this Site or in respect of the Content. Electrovaya will investigate occurrences which may involve violations of such laws, and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations. Electrovaya reserves the right at all times to disclose any information regarding your usage of the Site as necessary to satisfy any law, regulation or governmental request.

6. Registration and Password

Certain restricted areas of the Site may require that you register in order to access such areas. You are responsible for maintaining the confidentiality of your registration information (including without limitation and as applicable, any log-in or password), and for all uses of your registration information, whether or not authorized by you. You agree to immediately notify Electrovaya of any unauthorized use of your registration information or of any other breach of security of which you are aware.

7. Proprietary Rights

(a) This Site, including without limitation all Content, is protected by Canadian and worldwide copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of the Content by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of this Site and to prevent any unauthorized copying of the Content. Any software, as well any files, images generated by such software, code and data accompanying such software (the “Software”), used or accessible through this Site is the copyrighted work of Electrovaya or its licensors. Except as permitted by law, you may not use the Software for any other purpose or attempt to decipher, decompile, disassemble or reverse engineer any of the Software comprising or in any way making up a part of the Site.

(b) For greater certainty, Electrovaya’ services, methods and processes may be covered by one or more patents or other statutory intellectual property rights, and are subject to trade secret and other proprietary rights. Electrovaya reserves all such rights.

(c) Certain names, graphics, logos, icons, designs, words, titles and phrases on this Site, including without limitation ELECTROVAYA, POWERING MOBILITY, POWERING THE 21ST CENTURY, SUPERPOLYMER, iBMS, POWERPAD, SCRIBBLER, MAYA and the Electrovaya logo graphic, constitute trade-marks, trade names, trade dress and associated products and services of Electrovaya or its affiliates (the “Marks”), and are protected in Canada and internationally and their display on this Site does not convey or create any licence or other rights in the Marks. Any use of any of same, in whole or in part, without prior written authorization of Electrovaya is strictly prohibited. In order to indicate which items are trade-marks, Electrovaya may, without limitation, use an * symbol which refers to a footnote explaining the ownership rights of Electrovaya in such trade-marks, as shown at the end of these Terms and Conditions; may use a TM or a ® symbol; or may use a differentiating font style.

(d) Other trade-marks, trade names, trade dress and associated products and services mentioned on this Site may be the trademarks of their respective owners. The display of these trade-marks, trade names, trade dress and associated products and services on this Site does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.

(e) Electrovaya considers all of its intellectual properties to be very important assets of Electrovaya and will protect them from unauthorized use by others. Except as expressly provided herein, Electrovaya does not grant any express or implied right or license to you to use any intellectual property, including without limitation any patent, trademark, copyright, trade secret, or confidential information, of Electrovaya or of any other contributor of Content to the Site.

8. Links and Disclaimers of Linked Sites

Certain links on this Site may take you to other web sites. Electrovaya provides these links only as a convenience. These linked sites are not necessarily under the control of Electrovaya. If you use these sites, you will leave this Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.

Electrovaya is not responsible for the contents of any such linked pages or any other pages not under its control. Electrovaya makes no representation or warranty regarding, and other than stated below does not endorse, any linked web sites, the information appearing thereon or any of the products or services described. Notwithstanding the foregoing, Electrovaya may have links to distributors, resellers and catalogue houses in connection with Electrovaya products and endorses such organizations in connection with same; such links will be identified as links to “channel partners”.

Links do not imply that Electrovaya sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Electrovaya.

Electrovaya welcomes links to this Site. However, you agree that if you want to link to this Site, you may only do so provided you (a) provide Electrovaya with prior written notice describing you and your business, the nature and features of the Site and the location of the link to the Site, (b) obtain the prior written consent of Electrovaya to such link, and (c) agree to the link conditions (the “Link Conditions”) described below. By establishing a link to this Site, you will be deemed to have agreed to these Link Conditions:


(a) A link may only be established to the following home page of this Site: http://www.electrovaya.com. Links may not be established to any other pages on this Site without Electrovaya’s prior specific written permission.

(b) If you link to this Site, Electrovaya grants you a limited, non-exclusive, non-transferable, royalty-free license to use the Electrovaya trademark and internet icons, if available, (the “Licensed Marks”) solely for the purpose of serving as a link from the applicable web site to this Site. For greater certainty, except for the limited license to use the Licensed Marks granted in this paragraph, you may not use any of Electrovaya’ trademarks for any reason without Electrovaya’ prior written permission.

(c) The linked website shall not:

· change in any material way the nature and features of such website from that described to Electrovaya in the written notice provided to Electrovaya prior to the establishment of the link;

· create frames around any part of this Site or use other techniques that alter the visual presentation of this Site;

· and other materials shall not, imply that Electrovaya is endorsing you or any other person, or your or such other person’s products or services;

· imply an affiliation between you or any other person, or your or such other person’s products or services, and Electrovaya without the prior written consent of Electrovaya;

· misrepresent the relationship of you or any other person with Electrovaya or present false, misleading or otherwise damaging information or impressions about Electrovaya or any of its products or services; and

· contain materials that may be interpreted as distasteful, harmful, offensive, or inaccurate, and shall be appropriate for all age groups.

(d) For greater certainty, Electrovaya shall have no responsibility or liability for any content appearing on the linked web site.

(e) Electrovaya may at any time, in its sole discretion, immediately terminate any license to use the Licensed Marks and any right to link to this Site, with or without cause. If Electrovaya exercises this right, you shall immediately remove all your links to this Site and shall cease using the Licensed Marks. Electrovaya may at any time, in its sole discretion, immediately disable any link to this Site.

Electrovaya may amend these Link Conditions at any time. For greater certainty, you agree to abide by these Link Conditions as amended from time to time, and should check the Link Conditions periodically for such amendments.

9. Privacy Policy

Any of your personal information which Electrovaya collects via this Site is subject to the Electrovaya Privacy Policy, which is incorporated by reference into the Terms and Conditions.

10. User Communications

Subject to any applicable law and the requirements of the Electrovaya Privacy Policy, any communications sent by or to you via this Site or otherwise to Electrovaya are on a non-confidential basis, and Electrovaya is under no obligation to refrain from reproducing, publishing or otherwise using them in any way or for any purpose. Electrovaya shall be free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, unfair competition, moral rights, or implied contract) and you hereby waive the right to receive any financial or other consideration in connection with such communication, including without limitation acknowledgement of you as the source of such communications.

11. Disclaimers

Electrovaya makes reasonable efforts to ensure that the content it provides to the site is accurate and current. However, you acknowledge and agree that:

(a) Electrovaya makes no representation or warranty of any kind regarding the Site, (including without limitation the Content and each Service), including without limitation as to the truthfulness, accuracy, reliability, currency, veracity or completeness of the Content or about the results to be obtained using the Content or any Service;

(b) that you will be solely responsible for any Content you provide the Site or otherwise provide to Electrovaya, including without limitation for its truthfulness and accuracy; and

(c) that the Site (including without limitation the Content and each Service) are provided on an “AS IS” basis; and that any use of or reliance on the Site shall be at your sole risk.

ELECTROVAYA AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. FOR GREATER CERTAINTY, ELECTROVAYA DOES NOT WARRANT THAT THIS SITE WILL CONTINUE TO OPERATE, OPERATE WITHOUT INTERRUPTIONS OR BE ERROR-FREE.

12. Limitation of Liability

YOU AGREE THAT IN NO EVENT WILL ELECTROVAYA OR ANY OF ITS AFFILIATES HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THIS SITE FOR ANY LOSS OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHER LEGAL BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF REVENUE, LOSS OF GOODWILL), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THIS SITE, THE CONTENT, ANY CONTENT OF ANY LINKED WEB SITE, OR FAILURE OF SUCH WEB SITES, (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEB SITES OR CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEB SITES) EVEN IF ELECTROVAYA OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.

13. Indemnity

You agree to defend, indemnify and hold harmless each of Electrovaya, its affiliates, and each of their officers, directors, employees and agents, including all third parties mentioned at the Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Site (including without limitation the Content and each Service) or your breach of the Terms and Conditions.

14. Choice of Law

This Site is controlled, operated and administered by Electrovaya from its offices within the Province of Ontario, Canada. By accessing this Site, you agree that all matters relating to the access to, or use of, this Site shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms and Conditions.

15. Arbitration

Any and all claims, disputes or controversies (whether in contract or tort, pursuant to statute or regulation, or otherwise and whether pre-existing, present or future) arising out of or relating to this Site (including without limitation the Content and each Service) or these Terms and Conditions, or oral or written statements, advertisements or promotions relating to these Terms and Conditions or to a Service; or the relationships which result from these Terms and Conditions (including relationships with third parties who are not signatories to this agreement) (each, a "Claim"), will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained (and, if reasonably practical, who has experience in the battery field in Canada) and who is independent of either party. If you have a Claim you should give notice to arbitrate to us at the address found under the Electrovaya contact information at the end of these Terms and Conditions, c/o Vice-President, Finance. If we have a Claim we will give you notice to arbitrate at your address. You hereby waive any right you may have to commence or participate in any class action against Electrovaya related to any Claim and, where applicable, you hereby agree to opt out of any class proceeding against us otherwise commenced.

Notwithstanding the foregoing, in respect of any matter relating to the enforcement of intellectual property rights and protection of confidential information, each party may pursue remedies, including injunctive or other equitable relief, through the courts, in which circumstance the parties hereby agree to submit to the jurisdiction of the courts of Ontario and to waive any objections based upon venue in any such action, suit or proceeding.

16. General

The Terms and Conditions (including the additional terms of use described in 17. Below) constitute the entire agreement between Electrovaya and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between Electrovaya or its affiliates and you with respect to this subject matter. Any cause of action you may have with respect to your use of this Site or which is the subject of the Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and Electrovaya. Electrovaya failure to insist upon or enforce strict performance of any provision of the Terms and Conditions or any right shall not be construed as a waiver of any such provision or right. No changes to the Terms and Conditions shall be made except by a revised posting on this page. The Terms and Conditions shall enure to the benefit of Electrovaya and its affiliates. Any and all references in the Terms and Conditions to Electrovaya and its affiliates shall, where the context so permits, include Electrovaya’s parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for convenience only and shall have no legal or interpretative effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on the Site. Electrovaya may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign your rights and duties under this Agreement to any party at any time. You agree that these Terms and Conditions and all documents relating thereto should be drafted in the English language. Les parties aux presentes ont demande que ce contrat et tous les documents ou avis en resultant ou y etant assujettis soient rediges en langue anglaise.

17. Additional Terms of Use

Certain areas of this Site may be subject to additional terms of use, including without limitation the Terms of Purchase (governing the online purchase of products from Electrovaya) and, to the extent applicable, all other terms and conditions made available to you (in any manner or form) in connection with any products or services purchased online, all of which are incorporated by reference into the Terms and Conditions. For greater certainty, you agree that by using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas.

Customer Service

Electrovaya Inc.
2645 Royal Windsor Drive
Mississauga, Ontario
Canada L5J 1K9
or by sending an e-mail to customerservice@electrovaya.com

* Trade-mark/Registered trade-mark of Electrovaya Inc.®