VoltMost Provider Agreement
Effective Date: September 19, 2026
Last Updated: September 19, 2026
This Provider Agreement (this "Agreement") is entered into between VoltMost LLC, a Wyoming limited liability company ("VoltMost," "Company," "we," "our," or "us"), and the independent business that registers for or maintains a Provider Account and accepts this Agreement (the "Provider," "you," or "your"). VoltMost and the Provider are each a "party" and together the "parties."
VoltMost operates an online technology marketplace that connects Customers seeking roadside assistance with independent Providers. VoltMost is only a technology company. VoltMost is not a towing company, roadside assistance company, repair facility, transportation carrier, locksmith, fuel delivery company, or emergency response service, and is not the employer or agent of any Provider, Provider Dispatcher, Operator, driver, technician, or other Provider Personnel. All Roadside Assistance Services are performed solely by independent Providers. By registering for a Provider Account, accepting Service Requests, or otherwise participating in the Platform, you agree to be bound by this Agreement.
1. Agreement and Incorporation of the Terms of Service
1.1 Purpose
This Agreement governs the Provider's participation in the Platform and the Provider's use of the Marketplace Services, including the customer mobile application (for Customers), the provider portal and dashboard, the dispatcher and admin dashboard, the Operator mobile application and location-tracking flow, payment functionality, service-request and dispatch tools, location and status-management tools, and Customer communication and support features, in each case as made available by VoltMost.
1.2 Incorporation of the Terms of Service
The VoltMost Terms of Service (the "Terms") are incorporated into this Agreement by reference and apply to the Provider and all Provider Personnel. By accepting this Agreement, you also accept the Terms. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Terms.
1.3 Order of Precedence
If there is a direct conflict between this Agreement and the Terms, this Agreement controls only with respect to Provider-specific obligations, and the Terms otherwise control. Any supplemental requirement issued under Section 1.4 controls over a conflicting general provision only to the extent it is expressly stated to do so and only with respect to its specific subject matter.
1.4 Supplemental Requirements
VoltMost may issue supplemental operational requirements, safety standards, onboarding rules, quality standards, a Provider Insurance Schedule, or program terms applicable to Providers from time to time. Any such requirement applies once made available to the Provider and, where it is expressly stated to be part of this Agreement, is incorporated by reference. This Agreement does not incorporate any policy or document that does not exist as of the date the Provider accepts it.
1.5 Changes to this Agreement
VoltMost may revise this Agreement from time to time. If we make material changes, we will update the "Last Updated" date and communicate the changes as required by Applicable Law or this Agreement, such as through the Platform, by email, or by Account notice. The Provider's continued participation in the Platform after a revised Agreement becomes effective constitutes acceptance of the revised Agreement, except where Applicable Law requires affirmative consent.
2. Definitions
The following definitions apply to this Agreement. Definitions not set out below have the meanings given in the Terms.
"Account" means an electronic account or role-based access registered through the Platform, including a Provider Account and the administrative, Provider Dispatcher, and Operator access associated with it.
"Customer" means any individual or entity that uses the Platform to request, schedule, pay for, or otherwise obtain roadside assistance or related services.
"Provider" means the independent business that participates in the Platform under this Agreement, including towing companies, roadside assistance businesses, mobile mechanics, fleet operators, independent contractors where permitted by Applicable Law, and other businesses approved by VoltMost.
"Operator" means an employee, owner, contractor, driver, technician, or other authorized representative of the Provider who performs Roadside Assistance Services on the Provider's behalf.
"Provider Dispatcher" means Provider Personnel who coordinate the Provider's Operators and Service Requests through the Platform. A Provider Dispatcher acts solely on behalf of the Provider and not on behalf of VoltMost.
"VoltMost Operations Personnel" means VoltMost's own personnel or contractors who may monitor, support, assign, reassign, or operate marketplace and dispatch tools. VoltMost Operations Personnel do not perform Roadside Assistance Services and are not Provider Personnel.
"Provider Personnel" means, collectively, the Provider's owners, officers, members, employees, contractors, subcontractors, agents, Provider Dispatchers, Operators, drivers, technicians, and other representatives who access the Platform or perform Roadside Assistance Services in connection with the Platform. Provider Personnel do not include VoltMost Operations Personnel.
"Platform" means the VoltMost website, customer applications, provider portal and dashboard, dispatcher and admin dashboard, Operator applications and location-tracking flow, APIs, software, communications, and all related products, features, and services made available by VoltMost.
"Marketplace Services" means the technology services provided by VoltMost that enable Customers and Providers to discover one another, communicate, submit and receive Service Requests, process Customer payments, manage dispatch operations, exchange information, and otherwise facilitate roadside assistance transactions. Marketplace Services do not include the actual performance of roadside assistance.
"Roadside Assistance Services" means the services performed by the Provider or its Operators for the service categories enabled for the Provider on the Platform. Currently supported categories may include EV Charging, Towing, Jump Start, Lockout, Tire Change / Flat Tire, Fuel Delivery (customer availability coming soon), and Mobile Mechanic. Winching, vehicle recovery, motorcycle assistance, RV or heavy-duty assistance, and similar services apply only if separately enabled and approved by VoltMost. Availability may vary by Provider, location, equipment, Applicable Law, and VoltMost approval.
"Service Request" means a request submitted through the Platform by a Customer seeking Roadside Assistance Services from a Provider.
"Provider Charges" means the fees established by the Provider, through the Provider pricing tools, for performing Roadside Assistance Services.
"Platform Fee" means the fee charged by VoltMost for providing access to and operating the Marketplace Services, as described in the Terms and Section 13.
"Payout" means VoltMost's settlement to the Provider of its Provider Charges collected for Marketplace Requests, adjusted for documented lawful refunds, offsets, holds or reserves, whether made by a Settlement Transfer or under another settlement arrangement described in Section 14. The Platform Fee is separate and must not be deducted twice. Ledger recordkeeping is not a funds transfer.
"Connected Account" means the Stripe account that the Provider opens and maintains with Stripe through Stripe-hosted onboarding offered through the Platform, and that is connected to VoltMost's Stripe account so the Provider can receive Settlement Transfers.
"Settlement Transfer" means a transfer made through Stripe Connect from VoltMost's Stripe account to the Provider's Connected Account to pay a Payout.
"Stripe Payout" means Stripe's movement of funds from the Provider's Connected Account to the Provider's external bank account under the Connected Account's payout settings and Stripe's terms. A Stripe Payout is made by Stripe, not by VoltMost, and is separate from a Settlement Transfer.
"Enabled" means a feature activated and made available to the Provider. The existence of ledger or settlement records does not mean automated transfers, reserves, tax reporting or other operating processes have been implemented.
"Provider Insurance Schedule" means the insurance requirements, including any minimum coverage limits and required endorsements, that VoltMost makes available to Providers as part of its onboarding or supplemental requirements.
"Customer Property" means a Customer's vehicle and any keys, contents, cargo, personal property, or other property in or associated with the vehicle that comes into the Provider's custody or control in connection with Roadside Assistance Services.
"Applicable Law" means all federal, state, and local laws, regulations, ordinances, rules, judicial decisions, and governmental requirements that apply to the use of the Platform or the performance of Roadside Assistance Services.
3. Provider Eligibility and Onboarding
3.1 Accurate Information
The Provider shall provide truthful, accurate, complete, and current information during onboarding and at all times while participating in the Platform, and shall promptly update that information when it changes.
3.2 Onboarding and Activation Evidence
Before Marketplace activation, the Provider must supply a valid driver's license, proof of commercial auto insurance, business registration, photos of service vehicles, applicable state or local towing or roadside-assistance licenses or permits, W-9 information, payout information, and additional documentation reasonably required to verify the business and its eligibility. Payout information for Settlement Transfers is supplied directly to Stripe through Stripe-hosted onboarding, as described in Section 14.6. Providers must keep this information current. Insurance and time-limited licenses or permits require documented expiration and renewal controls so expired evidence can trigger re-verification or suspension. These controls may be operated manually.
This is VoltMost’s participation standard. Submitting an application, or receiving administrative approval, is not by itself proof of completed verification. VoltMost does not represent that Providers are background-checked.
Provider representatives and personnel using the Platform must be at least eighteen (18) years of age and the age of majority in their jurisdiction. The Provider must obtain appropriate authority and give notices before sharing personnel information.
3.3 No Guarantee of Approval; No Full Verification
Submission of information or documentation does not guarantee approval to participate in the Platform. VoltMost's receipt or review of any document does not mean that VoltMost has fully verified the document or the Provider's compliance, and does not guarantee the adequacy, authenticity, currency, or sufficiency of the document. VoltMost reserves the right to approve, reject, condition, suspend, or revoke a Provider's participation based on eligibility, safety, legal, insurance, fraud, operational, quality, or reputational considerations, in its discretion and subject to Applicable Law.
3.4 Duty to Report Changes
The Provider shall promptly notify VoltMost of any material change affecting its eligibility or ability to perform, including changes to or expiration of licenses, permits, or operating authority; suspension, revocation, or investigation of any license, permit, or authority; cancellation, lapse, or material reduction of insurance; accidents or claims; loss of operating authority; changes in ownership or control; and any government investigation or enforcement action relevant to the Provider's participation.
4. Independent-Business Relationship
4.1 Independent Business
The Provider is an independent business that participates in the Platform on its own behalf. Nothing in this Agreement, the Terms, or the operation of the Platform creates an employment, agency, partnership, joint venture, franchise, fiduciary, or representative relationship between VoltMost and the Provider or any Provider Personnel.
4.2 Provider Control
The Provider controls how, when, where, and through which Provider Personnel it performs Roadside Assistance Services, subject only to the Service Requests it chooses to accept, the reasonable expectations of Customers, applicable safety standards, the rules governing use of the Platform, and Applicable Law. The Provider retains sole control over the manner, means, methods, personnel, vehicles, and equipment used to perform Roadside Assistance Services.
4.3 Marketplace Rules Are Conditions of Access
VoltMost's status workflows, pricing fields, location-sharing requirements, safety restrictions, quality standards, and other marketplace rules are conditions for access to and use of the Platform. They are not instructions regarding, or control over, the manner or means by which the Provider or its Operators perform Roadside Assistance Services, which remain within the Provider's independent control.
4.4 No Employment of Provider Personnel by VoltMost
VoltMost does not hire, direct, supervise, schedule, discipline, compensate, or terminate Provider Personnel, and does not control the details of how Roadside Assistance Services are performed. Provider Personnel are personnel of the Provider and not of VoltMost.
4.5 No VoltMost Employment Benefits
Neither the Provider nor any Provider Personnel is entitled to wages, salary, benefits, overtime, unemployment benefits, workers' compensation, paid leave, retirement benefits, or any other employee protection or benefit from VoltMost. The Provider is solely responsible for any wages, benefits, and protections owed to Provider Personnel under Applicable Law.
4.6 Non-Exclusivity
The Provider may offer and perform roadside assistance and other services through other platforms, directly to its own customers, and through any other lawful channel. This Agreement is non-exclusive, and nothing in it restricts the Provider's independent business, except as expressly stated in Section 13.5 (anti-circumvention).
4.7 Provider Business Costs
The Provider is solely responsible for all costs and expenses of its business, including personnel, vehicles, equipment, fuel, tools, insurance, licensing, permits, taxes, and administrative costs.
4.8 No Guarantee of Business
Nothing in this Agreement guarantees the Provider any minimum number of Service Requests, revenue, territory, schedule, ranking, geographic coverage, or exclusivity, or any continued participation in the Platform.
5. Provider Authority and Provider Personnel
5.1 Authority
The Provider represents and warrants that it has full authority to enter into this Agreement and that the individual accepting this Agreement is authorized to bind the Provider.
5.2 Qualified and Eligible Personnel
The Provider shall ensure that all Provider Personnel who access the Platform or perform Roadside Assistance Services are legally eligible to work and to perform the relevant services and hold all licenses, certifications, and qualifications required by Applicable Law.
5.3 Screening and Supervision
The Provider shall conduct appropriate screening and verification of Provider Personnel as required by Applicable Law and shall train, supervise, and manage Provider Personnel. The Provider shall maintain accurate records of its Operators and Provider Dispatchers.
5.4 Credentials and Access
The Provider shall issue only individual, authorized access credentials to Provider Personnel. Provider credentials and access methods may include Accounts, dashboard credentials, Operator PINs, or other role-based access methods supported by the Platform. The Provider shall prevent credential sharing and shall immediately remove or disable access when any Provider Personnel leaves the Provider or is no longer authorized. The Provider is responsible for all actions taken through its Provider Account and any access it authorizes.
5.5 Compliance by Provider Personnel
The Provider shall ensure that all Provider Personnel comply with this Agreement and the Terms. Operators and Provider Dispatchers act solely on behalf of the Provider and not on behalf of VoltMost.
6. Licensing, Permits, Insurance, and Legal Compliance
6.1 Licenses, Permits, and Authority
The Provider shall obtain and maintain, at its expense, all licenses, registrations, permits, certificates, inspection records, and operating authority required by Applicable Law for the services it offers, which may include those relating to towing, roadside assistance, vehicle recovery, commercial driving, repair work, locksmith work, fuel delivery, transportation, vehicle storage, environmental compliance, consumer protection, and local rate regulation, and any other service the Provider offers through the Platform.
6.2 Insurance
The Provider shall maintain legally required and commercially appropriate insurance, including proof of commercial auto insurance under Section 3.2. Required types of coverage depend on services and jurisdiction. No specific insurance limits and no Provider Insurance Schedule are incorporated into this Agreement. Any such schedule applies only if VoltMost formally adopts it and makes it available to the Provider. Renewal and expiration controls under Section 3.2 may be operated manually, and VoltMost does not represent that it automatically monitors the Provider’s coverage.
6.3 Notice of Insurance Changes
The Provider shall provide VoltMost with advance notice of any cancellation, lapse, material reduction, or nonrenewal of required insurance where such notice is available to the Provider, and in any event shall notify VoltMost promptly upon learning of any such event.
6.4 Proof of Compliance
VoltMost may request proof of licenses, permits, operating authority, and insurance at any time, and the Provider shall promptly provide it.
6.5 No Shifting of Responsibility
VoltMost's review, receipt, or acceptance of any license, permit, insurance certificate, or other document does not constitute a determination that the document is adequate, authentic, current, or sufficient, does not guarantee coverage or compliance, and does not shift any responsibility away from the Provider. Compliance remains the Provider's sole responsibility.
7. Vehicles, Tools, and Equipment
7.1 Provider-Supplied Equipment
The Provider shall supply, inspect, maintain, repair, and safely operate all vehicles, towing equipment, tools, EV charging equipment, chargers, lifts, winches, fuel containers, safety equipment, personal protective equipment, and other materials used to perform Roadside Assistance Services.
7.2 Condition and Suitability
The Provider shall ensure that all such vehicles and equipment are safe, roadworthy, clean and professional in appearance, properly registered and insured, suitable for the services accepted, and compliant with Applicable Law. The Provider shall promptly remove from service any vehicle or equipment that is unsafe or otherwise unsuitable for use.
7.3 No VoltMost Inspection
VoltMost does not inspect, test, or certify the Provider's vehicles or equipment unless expressly stated in writing, and any review VoltMost may perform does not transfer responsibility for the condition, safety, or suitability of vehicles or equipment to VoltMost.
8. Service Requests
8.1 Offering and Acceptance
Service Requests may be offered, accepted, rejected, queued, assigned, reassigned, canceled, or completed through the Platform. Unless a separate written arrangement with VoltMost provides otherwise, the Provider decides whether to accept a Service Request.
8.2 Effect of Acceptance
When the Provider accepts a Service Request, the Provider undertakes to make a good-faith effort to perform the requested Roadside Assistance Services safely, professionally, and in accordance with Applicable Law, subject to the Provider's right to refuse or discontinue service under Section 8.4.
8.3 Accurate Availability
The Provider shall accurately represent its availability, online and queue status, location, and capacity, and shall not accept Service Requests it does not have the capacity to perform.
8.4 Right to Refuse or Discontinue
The Provider may refuse or discontinue a Service Request that is unsafe, unlawful, fraudulent, misrepresented, or technically impossible to perform, or where roadway, weather, law-enforcement, or scene conditions create an unreasonable risk. Safety takes priority over completing any Service Request.
8.5 Status Updates
The Provider shall promptly and accurately update the status of each accepted Service Request through the Platform.
8.6 Status Labels Are Operational Indicators
Platform status labels—including submitted, queued, accepted, assigned, en route, arrived, in progress, completed, cancelled, and similar labels or aliases—are operational workflow indicators. They are not conclusive proof that an Operator has begun travel, arrived at a location, performed work, or earned any charge. VoltMost may use timestamps, location data, Provider documentation, Customer communications, and other available evidence to resolve payment, refund, and dispute questions.
8.7 Enforcement
False acceptance of Service Requests, intentional delay, manipulation of status or availability, or accepting Service Requests without capacity may result in enforcement action under this Agreement, including suspension or termination.
8.8 No Guarantee of Volume or Selection
VoltMost does not guarantee any volume of Service Requests, that the Provider will be selected or displayed for any Service Request, or any particular ranking or presentation.
8.9 Conditions Affecting Performance
The parties acknowledge that performance may be affected by Customer no-shows, incorrect vehicle information, inaccurate location information, unsafe scenes, law-enforcement restrictions, weather, equipment failure, and other circumstances beyond a party's reasonable control. Cancellations and related matters are addressed in Section 15 and in the Terms.
8.10 Marketplace Service Contract and Company Jobs
A direct service contract forms between the Customer and Provider when the Provider accepts a Marketplace Request. The Provider sells and performs the roadside service; VoltMost supplies the Platform and limited payment facilitation.
A Company Job is work a Provider creates for its own customer in its dashboard, rather than a Customer Marketplace Request. The Provider owns that customer relationship and is responsible for service performance, pricing, direct payment collection, refunds, taxes, customer notices and authority to supply customer information. Company Jobs carry no Marketplace Platform Fee and are outside VoltMost's Marketplace payment processing and Provider settlement. Recording an external payment or generating a Company Job receipt does not mean VoltMost collected the funds.
9. Dispatch and Location Requirements
9.1 Accurate Status
The Provider shall maintain accurate online and availability status so that the Platform can offer and route Service Requests appropriately.
9.2 Assignment
The Provider's Provider Dispatchers may assign Operators to Service Requests and manage the Provider's operations through the Platform, and the Provider is responsible for the actions of its Provider Dispatchers. VoltMost Operations Personnel may also monitor, support, assign, reassign, or operate marketplace and dispatch tools; VoltMost Operations Personnel do not perform Roadside Assistance Services and are not Provider Personnel.
9.3 Operator Location Tracking
While an Operator is online, assigned to, or actively handling a Service Request, and as supported by the Platform and device permissions, the Operator application may collect precise GPS coordinates, timestamps, accuracy, heading, speed, tracking-active status, and related diagnostics. Relevant Operator location and estimated arrival information may be shared with the requesting Customer during an active Service Request, and with VoltMost, to support dispatch, safety, Customer visibility, fraud prevention, support, and dispute resolution.
9.4 Tracking Limitations
Location tracking may be unavailable or may stop when device permissions are disabled, when the app build does not support background tracking, when a Service Request is queued, submitted, or in a terminal state, or when the Platform determines a Service Request is not trackable. The Provider acknowledges that device, cellular, and GPS limitations may affect the availability and accuracy of location information, and shall report material tracking interruptions where reasonably able to do so. VoltMost does not guarantee that GPS, routing, mapping, distance, or arrival information is exact.
9.5 No Falsifying Location
The Provider and Provider Personnel shall not falsify, spoof, or manipulate location information or tracking status.
9.6 Safe and Lawful Driving
The Provider and Provider Personnel are solely responsible for safe routing and lawful driving. Nothing in this Agreement requires any Provider Personnel to interact with the Platform or a device while driving, and Provider Personnel shall comply with all distracted-driving and other traffic laws. VoltMost does not direct driving routes and does not override the Provider's independent judgment regarding safety.
10. Service Standards and Customer Conduct
10.1 Professional Conduct
The Provider and Provider Personnel shall act professionally, communicate respectfully with Customers, and refrain from harassment, discrimination, threats, intimidation, violence, and unlawful conduct.
10.2 Safety and Communication
The Provider shall follow lawful safety standards, keep Customers reasonably informed of material delays, and verify the vehicle and the requested service before performing work.
10.3 Authorized Work and Honest Pricing
The Provider shall avoid performing unauthorized work, obtain appropriate Customer approval for any material change in the services or any added charge where required by Applicable Law or the circumstances, provide honest descriptions of the services performed, and refrain from deceptive pricing.
10.4 Fitness and Conduct
Provider Personnel shall not perform Roadside Assistance Services while intoxicated or impaired and shall not engage in weapons-related threats, violence, illegal activity, fraud, theft, or retaliation. The Provider shall cooperate with complaints, claims, and investigations as described in this Agreement.
10.5 No VoltMost Guarantee of Quality
VoltMost does not guarantee the quality, safety, legality, timeliness, or outcome of any Roadside Assistance Services, which remain the Provider's sole responsibility.
11. Customer Vehicles and Property
11.1 Custody and Control
The Provider assumes exclusive custody and control of Customer Property while providing Roadside Assistance Services. VoltMost does not take possession, custody, or control of any Customer vehicle or property at any time.
11.2 Handling and Protection
The Provider is solely responsible for the safe loading, towing, transporting, securing, unloading, storing, and handling of Customer Property. The Provider shall protect keys, contents, cargo, and vehicle access; prevent unauthorized access; and safeguard the vehicle and its contents while in the Provider's custody.
11.3 Documentation and Authority
The Provider shall, where practicable and lawful, document the condition of the vehicle before and after service (including preexisting damage), and shall obtain or verify the Customer's ownership or authority where appropriate before performing services such as towing, lockout, or vehicle recovery.
11.4 Records and Compliance
The Provider shall maintain towing, storage, and release records as required, comply with all Applicable Law governing towing, storage, liens, notice, release, and disposal of vehicles and property, and avoid unauthorized work or charges.
12. Pricing and Provider Charges
12.1 Provider-Determined Pricing
The Provider determines its own Provider Charges through the Provider pricing tools, except where Applicable Law or a separate written agreement with VoltMost provides otherwise. VoltMost may require standardized pricing fields, service categories, or rate structures for Platform functionality. Requiring standardized fields does not mean VoltMost sets the Provider's prices.
12.2 Accurate Pricing
The Provider shall submit accurate pricing and shall not charge undisclosed, discriminatory, fraudulent, or unlawful amounts. Any material additional charge requires disclosure and Customer authorization where required by Applicable Law or the circumstances.
12.3 Pricing Snapshot
Pricing is snapshotted to a Service Request when a Provider is assigned to, accepts, or queues the request. Later changes to Provider pricing do not affect historical Service Requests, receipts, or audit records unless VoltMost corrects an error.
12.4 EV Charging Pricing
EV Charging currently uses a Provider "Minimum Service Price" and not per-kWh (energy-based) pricing, unless and until VoltMost enables EV energy-based pricing.
12.5 Towing Pricing
Towing pricing uses the route/distance inputs supported by the Platform. Where required route evidence is unavailable, pricing or acceptance may be unavailable rather than providing a guaranteed base-only total. The Provider must not invent mileage or bypass a locked customer price.
12.6 Regulated Rates
Where Applicable Law regulates towing rates or other pricing, those laws control. The Provider is responsible for compliance with all rate-posting, disclosure, invoice, and receipt requirements that apply to it.
12.7 Marketplace Taxes
Configured Pennsylvania tax calculations apply as described in Section 16.2. Tax handling does not depend on whether a Payout is made by Settlement Transfer or under another settlement arrangement.
13. Platform Fees
13.1 Platform Fee and Current Schedule
The Platform Fee is 14% of Provider Charges, with no minimum and a $100 cap per Marketplace Request. It is owed to VoltMost separately from Provider Charges owed to the Provider. Company Jobs carry no Marketplace Platform Fee. The Provider subtotal must not have the Platform Fee deducted a second time in settlement. Future changes apply prospectively with the required disclosures.
13.2 Variation
The Platform Fee may vary by service type, market, promotion, or program. Changes to the Platform Fee will be disclosed as required by Applicable Law or this Agreement and will apply prospectively.
13.3 Taxes on Platform Fees
Taxes may apply to the Platform Fee, and the party responsible for such taxes is determined by Applicable Law.
13.4 Additional Fee Programs
The Platform Fee schedule in Section 13.1 governs current fees. Additional fee programs, if any, will be disclosed through the Platform or supplemental requirements before they apply.
13.5 Anti-Circumvention
The Provider shall not manipulate transactions to avoid the Platform Fee, and shall not knowingly solicit or arrange, off the Platform, roadside assistance for a Customer whose relationship with the Provider originated through a Service Request on the Platform, where the purpose is to avoid the Platform Fee. This restriction does not apply to: (a) emergency assistance; (b) off-platform relationships initiated by the Customer; (c) independent business relationships established outside the Platform and not originating through a Service Request; or (d) communications or services required by Applicable Law or by safety. Nothing in this Section restricts the Provider's lawful independent business, including serving its own customers or customers obtained through other channels.
14. Payments and Payouts
14.1 Customer Payment Processing
Customer payments and payment methods are processed by a third-party payment processor (such as Stripe) through payment-method and payment-intent functionality. The Provider authorizes VoltMost and its designated payment processor to process Customer payments and related transactions in connection with the Provider's participation, and agrees to the applicable terms and privacy practices of the payment processor. Customer payments for Marketplace Requests are processed on VoltMost's Stripe account; the Provider does not receive them directly, including into a Connected Account. Provider Charges reach the Provider only through a Payout under this Section 14.
14.2 Settlement Tools and Payout Availability
Settlement reconciliation, payout batches, adjustments and statements are recordkeeping tools. They do not themselves transfer funds or verify an external bank transfer. Where Stripe Connect settlement is Enabled for the Provider, VoltMost may pay Payouts by Settlement Transfer as described in Sections 14.3 and 14.6. Otherwise, payout timing and method are established in the applicable settlement arrangement between VoltMost and the Provider. The terms below do not represent that every supporting control is automated.
14.3 Collection and Settlement
VoltMost facilitates collection of Provider Charges for the Provider and separately collects the Platform Fee. Settlement is based on the Provider subtotal and documented, legally permitted adjustments, holds or reserves; the separate Platform Fee must not be deducted again from that subtotal. Taxes collected from Customers are not Provider Charges and are not included in a Payout.
Where Stripe Connect settlement is Enabled for the Provider, VoltMost settles in batches covering a closed earning week that runs from Monday through Sunday in the America/New_York time zone. A Marketplace Request is eligible for settlement only after it is completed, the Customer payment for it has been captured, and VoltMost's reconciliation of the request, payment and pricing records succeeds. After reviewing a batch, VoltMost may make a Settlement Transfer for each eligible Marketplace Request equal to the Provider Charges recorded for it under Section 12.3, reduced by any amount allocated to the Provider under Section 15 before the Settlement Transfer is made. VoltMost does not guarantee a Settlement Transfer on a particular date; timing depends on VoltMost's review and on Sections 14.4 through 14.6.
Payouts not made by Settlement Transfer follow the applicable settlement arrangement between VoltMost and the Provider. A settlement record marked as paid reflects a recorded payment and is not itself execution of a transfer.
14.4 Processing Issues (When Enabled)
Once Enabled, Payouts may be affected by payment-processor timing, processing delays, banking errors, holds, reserves, refunds, chargebacks, fraud investigations, duplicate payments, reversals, offsets, and corrections of error. VoltMost may correct errors and reconcile Provider balances, including recovering overpayments and applying offsets, subject to Applicable Law. If the outcome of a Settlement Transfer request is uncertain, VoltMost may reconcile it with Stripe before retrying and will not knowingly make more than one Settlement Transfer for the same Marketplace Request.
14.5 Holds and Withholding (When Enabled)
Once Enabled, VoltMost may delay, hold, reserve, or withhold a Payout to the extent reasonably connected to fraud, chargebacks, Customer disputes, suspected misconduct, legal process, sanctions screening, identity-verification failure, invalid or unverified banking information, a Connected Account that is incomplete, restricted or closed, incomplete services, a safety incident, or a breach of this Agreement. This includes holding Settlement Transfers for any of the Provider's Marketplace Requests while a refund or payment dispute involving the Provider is pending or awaiting VoltMost's review, or while an amount the Provider owes under Section 15.5 remains unrecovered. VoltMost will exercise this right reasonably and subject to Applicable Law, and will release amounts ultimately determined to be owed to the Provider.
14.6 Verification Information, Connected Account and Stripe Payouts
The Provider must supply W-9 and payout information as part of the pre-activation standard in Section 3.2, and keep it current. Collection of those details does not by itself mean that automated payouts or tax reporting are available.
To receive Settlement Transfers, the Provider must open a Connected Account through the Stripe-hosted onboarding offered in the Provider's company settings on the Platform, accept the Stripe terms presented during that onboarding, and provide and keep current the identity, business, tax and bank-account information that Stripe requires. Stripe collects and verifies that information. VoltMost does not collect or store the Provider's bank-account numbers or identity documents through this process; it keeps Connected Account status information, such as the account identifier, whether onboarding is complete, whether transfers and payouts are enabled, any outstanding requirements and the payout schedule. Settlement Transfers are made only while the Provider is approved on the Platform and the Connected Account is ready: onboarding is complete, no required information is outstanding, transfers and payouts are enabled, the account is not restricted or closed, and the weekly payout schedule described below is in place. After the Connected Account is ready, the Provider may manage its bank-account, payout and account information through Stripe's hosted Express Dashboard, which it can reach from its company settings.
VoltMost configures the Connected Account for weekly Stripe Payouts initiated on Friday from the account's available balance. If that schedule is changed, Settlement Transfers may be paused until VoltMost reconciles the Connected Account. Stripe Payouts are made by Stripe under the Connected Account's settings and Stripe's terms. Funds from a Settlement Transfer may not be available for a Stripe Payout immediately, and a Stripe Payout initiated on a Friday may not reach the Provider's bank account that day. VoltMost does not control Stripe or bank processing times.
14.7 Limited Payment Role
VoltMost’s role is limited payment facilitation for Marketplace transactions under this Agreement, Applicable Law and applicable processor agreements. Nothing in this Agreement is a representation about VoltMost’s status under financial-services, money-transmission or similar law, which is governed by Applicable Law. Company Job funds are collected directly by the Provider outside Marketplace processing.
15. Cancellations, Refunds, and Adjustments
15.1 Alignment with the Terms
This Section is consistent with the cancellation and refund provisions of the Terms. In the event of a conflict regarding Customer-facing cancellation and refund rights, the Terms control; this Section governs the allocation of responsibility between VoltMost and the Provider.
15.2 Soft-Launch Cancellation Model
Cancellation is available only through supported Platform states and controls. VoltMost does not charge Customers cancellation, no-show, trip, arrival, or similar fees, and no such fee is collected for remittance to the Provider. Accordingly, no cancellation-related Provider compensation arises under this Agreement. VoltMost does not guarantee the Provider any payment for a cancelled Service Request, except for Provider Charges lawfully owed for services actually performed and payable under Enabled payout terms.
15.3 Evidence for Resolution
As described in Section 8.6, Platform status labels are not conclusive proof that an Operator has begun travel, arrived, performed work, or earned a charge. VoltMost may use timestamps, location data, Provider documentation, Customer communications, and other available evidence to resolve payment, refund, cancellation, and dispute questions.
15.4 Refund Allocation
Where a refund, credit, or adjustment is issued, VoltMost may allocate it between the Platform Fee and the Provider Charges in a commercially reasonable manner that reflects the nature of the issue and the services actually performed, subject to Applicable Law. Where a Provider cancels or does not perform a service, the Customer is not charged Provider Charges for services not performed, except for amounts reflecting work already completed or other charges disclosed through the Platform and permitted by Applicable Law.
15.5 Marketplace Adjustments and Provider Responsibility
VoltMost may issue Customer-facing credits or refunds and make reasonable marketplace adjustments. Where an adjustment results from the Provider's fault, misconduct, nonperformance, inaccurate status, unauthorized charges, or breach of this Agreement, VoltMost may recover the corresponding amount from the Provider. If Provider payout and balance functionality is Enabled, VoltMost may offset the amount against current or future Payouts. Where Stripe Connect settlement is Enabled, VoltMost may do so by reducing a Settlement Transfer that has not yet been made, by reversing all or part of a Settlement Transfer from the Provider's Connected Account, or, if a reversal cannot be completed, by recording the amount as owed and holding later Settlement Transfers under Section 14.5 until it is recovered. If that functionality is not Enabled, VoltMost may invoice the Provider, require direct repayment, or condition future participation on the Provider's resolution of documented refund, chargeback, or adjustment obligations, in each case subject to Applicable Law. VoltMost will base such charges on reasonable evidence and documentation and will not use this Section to confiscate amounts properly earned by the Provider for services actually performed. A refund, chargeback or payment dispute does not by itself establish that the Provider is responsible for it; VoltMost determines any amount allocated to the Provider under this Section and Section 15.4 from the available evidence, and may bear the amount itself.
15.6 Chargebacks and Documentation
The Provider shall cooperate with the investigation and resolution of chargebacks and payment disputes and shall promptly provide records, receipts, Customer authorizations, and other documentation reasonably requested to support a response.
16. Taxes
16.1 Provider Responsibility
The Provider remains responsible for taxes arising from its business and personnel, tax returns, required registrations and records, except duties imposed on VoltMost by Applicable Law and VoltMost’s interim EV tax-absorption policy in Section 16.2. This allocation does not displace statutory obligations.
16.2 Pennsylvania and Interim EV Charging Treatment
VoltMost applies Pennsylvania tax treatment on the basis of advice it has obtained. VoltMost applies tax to taxable service categories using the service location and a taxable base consisting of Provider Charges plus the Platform Fee. This description is not a determination that every service, location or exemption has the same tax treatment; Applicable Law controls.
For EV Charging, VoltMost’s interim policy is that VoltMost absorbs applicable taxes rather than passing those taxes to the Customer or Provider while Provider participation in that category is limited. Neither the Customer nor the Provider is charged tax on EV Charging under this interim policy. VoltMost will revisit this policy as the category grows. No tax obligation imposed by Applicable Law is eliminated by this policy.
16.3 No Uniform Treatment
The parties acknowledge that Providers may be subject to different tax treatment depending on their structure, activities, and locations, and nothing in this Agreement assumes that every Provider is subject to the same tax treatment.
17. Records and Audit Rights
17.1 Recordkeeping
The Provider shall maintain accurate and complete records reasonably relating to its participation in the Platform, including records regarding Service Requests, pricing, receipts, Customer authorizations, licenses, permits, insurance, Operators and other Provider Personnel, vehicles, complaints, accidents, taxes, communications, and Customer Property.
17.2 Access to Records
Upon reasonable request, the Provider shall provide VoltMost with records reasonably necessary to verify compliance with this Agreement, investigate a dispute, address a safety event, respond to a regulator, or protect the Platform. VoltMost will limit requests to information reasonably relevant to the applicable purpose.
17.3 Audit Records and Early-Release Limitations
Pricing snapshots and Service Request records are audit records. Receipts, transaction summaries, payout reports, and reconciliation tools may be limited during early release, and not every transaction summary or Provider earnings report may be available until those features are enabled.
17.4 Retention
The Provider shall retain records in accordance with Applicable Law and its legitimate business needs.
18. Safety Incidents, Accidents, Claims, and Reporting
18.1 Prompt Reporting
The Provider shall promptly notify VoltMost of any of the following of which it becomes aware in connection with the Platform: vehicle accidents; Customer injuries; Operator or other personnel injuries; property damage; lost or stolen vehicles; alleged theft; police involvement; regulatory investigation; insurance claims; threats or violence; serious Customer complaints; data or Account compromise; license suspension or revocation; unsafe equipment; and hazardous-material incidents.
18.2 Cooperation
The Provider shall reasonably cooperate with VoltMost, insurers, law enforcement, regulators, Customers, and claims administrators in connection with such incidents, consistent with the Provider's legal rights.
18.3 Independent Legal Obligations
Reporting an incident to VoltMost does not satisfy or replace any reporting obligation the Provider has under Applicable Law or its insurance policies.
18.4 Emergencies
VoltMost is not an emergency response service. Provider Personnel should contact 911 or the appropriate emergency or government responders when conditions require urgent medical, fire, police, rescue, or public-safety assistance. Safety and emergency response take priority over any Platform workflow.
19. Acceptable Use and Prohibited Conduct
The Provider and Provider Personnel shall not: engage in fraud or submit or accept fake or fraudulent Service Requests; share Accounts, credentials, or Operator PINs, or use bots, scrapers, or malware; reverse engineer, decompile, or attempt to derive the source code of the Platform, or gain unauthorized access to the Platform or related systems; spoof, falsify, or manipulate location, tracking status, or Service Request status; manipulate payments or circumvent the Platform Fee except as permitted by Section 13.5; harass, threaten, discriminate against, or retaliate against any Customer, User, or VoltMost personnel; commit theft or misuse Customer data; send spam or unauthorized communications, or sell Customer information; engage in any illegal activity; misrepresent their affiliation with VoltMost or misuse VoltMost trademarks; or drive unsafely or use the Platform or a device in violation of distracted-driving or other traffic laws.
20. Customer Data, Confidentiality, and Privacy
20.1 Use of Customer Information
The Provider shall use Customer information only to fulfill Service Requests and to comply with Applicable Law. The Provider shall protect Customer names, telephone numbers, locations, vehicle information, payment-related information, communications, and service history, and shall restrict access to authorized Provider Personnel with a need to access it.
20.2 No Independent Exploitation
The Provider shall not sell, market to, profile, or otherwise independently exploit Customer information obtained through the Platform, except in the context of an independent relationship with a customer that does not originate through a Service Request on the Platform.
20.3 Retention, Deletion, and Breach Notice
The Provider shall retain or securely delete Customer information in accordance with Applicable Law and legitimate service needs, shall maintain reasonable administrative, technical, and physical safeguards appropriate to its size and operations, and shall promptly notify VoltMost of any unauthorized access, disclosure, loss, or compromise of Customer information. The Provider shall comply with the VoltMost Privacy Policy and Applicable Law.
20.4 Confidentiality
Each party may receive confidential information of the other, including VoltMost's nonpublic pricing, business methods, technical and security information, and the Provider's nonpublic business data. Each party shall use the other's confidential information only as necessary to perform under this Agreement and shall protect it using reasonable safeguards, except where disclosure is required by Applicable Law or legal process. This Section requires reasonable safeguards proportionate to a party's size and operations.
20.5 Company Job Data, Exports and Account Closure
The Provider must have authority and provide appropriate notices for Company Job customer information, including people without VoltMost Accounts. CSV downloads and other exported copies are Provider-controlled; the Provider must secure, restrict access to, and delete them according to its own lawful retention duties. Account closure cannot revoke downloaded copies. Provider deletion is not self-service; contact privacy@voltmost.com. Operator deactivation preserves historical attribution, and Company Job deletion is distinct from Marketplace record retention.
20.6 Analytics and Support Processing
The Privacy Policy describes PostHog processing of applicant/business identity and usage information, and limited Qwen/Alibaba support assistance.
VoltMost uses Qwen through Alibaba Cloud/DashScope for limited support assistance: answering support questions from curated/static knowledge and helping route issues to support. The information sent to that service consists of fixed instructions, the support category, your support subject and current message (each shortened and screened to remove sensitive details), and selected entries from VoltMost’s own support knowledge base. VoltMost does not send your Account profile, your service-request records, your earlier support conversations or a service-request identifier to that service. Redaction reduces information sent but cannot guarantee removal of every personal detail; avoid including sensitive information not needed for your question.
AI responses may be inaccurate. The assistant does not decide service responsibility or perform refunds, payment changes, cancellations, account changes, dispatch decisions or legal decisions. You may use the human-support channels described on the Support page. Escalation may retain a sanitized transcript and callback information in support records and send a transcript attachment by email. See the Privacy Policy for processing and retention.
21. Intellectual Property and Limited Platform License
21.1 Ownership
VoltMost owns or licenses the Platform, software, brand, content, documentation, and related intellectual property, and all rights not expressly granted are reserved. No ownership of any VoltMost intellectual property transfers to the Provider.
21.2 Limited License
VoltMost grants the Provider a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for the Provider's authorized participation in the Marketplace Services during the term of this Agreement.
21.3 Restrictions
The Provider shall not copy, resell, reverse engineer, or scrape the Platform; create competing services from Platform data; misuse the APIs; remove proprietary notices; or make unauthorized use of VoltMost trademarks.
21.4 Brand Use
The Provider may use VoltMost branding only as expressly authorized and in accordance with VoltMost's written brand guidelines, and shall cease such use upon request or termination.
22. Provider Content
22.1 Provider Content and Rights
"Provider Content" means logos, photographs, business descriptions, pricing, documents, the Provider's responses to Customer ratings or reviews, and other materials the Provider submits or uploads. The Provider represents and warrants that it has all rights and permissions necessary to submit Provider Content and to grant the license in this Section.
22.2 License to VoltMost
The Provider grants VoltMost a non-exclusive, worldwide, royalty-free license to host, store, display, reproduce, format, and distribute Provider Content as reasonably necessary to operate, provide, and promote the Platform and the Marketplace Services. This license does not extend beyond those purposes and does not grant VoltMost a perpetual license to the Provider's confidential business documents beyond what is reasonably necessary to operate the Platform and retain records.
22.3 Removal
VoltMost may remove or decline to display Provider Content that it reasonably believes is inaccurate, unlawful, infringing, unsafe, or misleading.
23. Ratings, Reviews, Complaints, and Investigations
23.1 Ratings and Reviews
Where enabled, Customers may submit ratings or reviews. VoltMost does not guarantee that ratings or reviews are accurate. The Provider shall not manipulate ratings or reviews and shall not retaliate against a Customer for a rating, review, or complaint.
23.2 Investigations
VoltMost may investigate complaints and may request records or explanations from the Provider. VoltMost reserves the right to temporarily restrict a Provider's access during a serious investigation. VoltMost is not required to disclose confidential complainant, security, fraud, or investigative information. Enforcement decisions remain subject to Applicable Law and the parties' contractual rights.
24. Platform Availability and Third-Party Services
24.1 Dependencies
The Platform depends on third-party services, which may include hosting providers, payment processors, mapping providers, mobile operating systems, app stores, cellular networks, notification systems, and cloud services.
24.2 No Guarantee of Availability
VoltMost does not guarantee uninterrupted access to the Platform, or the accuracy or availability of GPS, routing, arrival estimates, communications, or payment functionality. The Provider shall maintain reasonable operational alternatives and shall not rely on the Platform as an emergency communication system.
25. No Warranty of Business or Services
THE MARKETPLACE SERVICES AND THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOLTMOST DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
VoltMost does not guarantee, and makes no representation or warranty regarding: any number of Service Requests; revenue; profitability; market access; exclusivity; continued participation; Customer payment; Customer conduct or accuracy; Provider ranking; geographic coverage; Platform uptime; GPS accuracy; routing; arrival estimates; or the successful completion of any Roadside Assistance Services.
The Provider remains solely responsible for the quality, safety, legality, timeliness, and outcome of all Roadside Assistance Services.
26. Indemnification
26.1 Provider Indemnification
To the fullest extent permitted by Applicable Law, the Provider shall defend, indemnify, and hold harmless VoltMost and its affiliates, and their respective officers, directors, members, employees, and agents (the "VoltMost Indemnified Parties"), from and against any third-party claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: the Roadside Assistance Services; Provider Personnel; accidents, injuries, or death; vehicle or property damage; towing, storage, or lien activity; licensing or insurance failures; employment or worker-classification claims relating to Provider Personnel; taxes; privacy or data-security violations by the Provider; fraud or misconduct; violation of Applicable Law; breach of this Agreement; or infringing Provider Content.
26.2 Exclusions
The Provider's obligations under this Section do not apply to the extent a claim is finally determined to arise solely from the gross negligence or willful misconduct of a VoltMost Indemnified Party, or from a liability that cannot be shifted under Applicable Law.
26.3 Procedure
VoltMost will provide the Provider with reasonable notice of a claim subject to indemnification. The Provider shall control the defense and settlement of the claim with counsel reasonably acceptable to VoltMost, provided that the Provider may not settle a claim in a manner that imposes any obligation or liability on, or admits fault by, a VoltMost Indemnified Party without VoltMost's prior written consent, and VoltMost may participate in the defense with its own counsel at its own expense. The parties shall reasonably cooperate in the defense.
27. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOLTMOST AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE MARKETPLACE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT VOLTMOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOLTMOST'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS (US $1,000), SUBJECT TO THE EXCEPTIONS BELOW. THIS IS A CAP, NOT A MINIMUM RECOVERY OR A FEE-BASED FLOOR.
Nothing in this Section limits liability that cannot be limited or excluded under Applicable Law, including liability for a party's gross negligence, willful misconduct, or fraud. This Section does not limit the Provider's payment obligations, indemnification obligations, confidentiality obligations, or obligations relating to VoltMost's intellectual property, or amounts the Provider owes to VoltMost under this Agreement.
28. Suspension, Restriction, and Termination
28.1 By VoltMost
VoltMost reserves the right to suspend, restrict, or terminate the Provider's participation in the Platform where VoltMost reasonably determines there has been, or there is a material risk of: breach of this Agreement; fraud; a safety risk; illegal conduct; expired licensing or operating authority; an insurance lapse; misrepresentation; excessive complaints; serious service failures; harassment; data misuse; payment risk; a government request; a Platform security risk; reputational harm tied to verified conduct; or failure to provide required documents.
28.2 Immediate Action
VoltMost may take immediate suspension or restriction action where reasonably necessary to address an urgent safety, fraud, legal, or security concern.
28.3 Notice and Cure
Where appropriate and consistent with Applicable Law, VoltMost may provide notice and an opportunity to cure before terminating for a curable breach.
28.4 By the Provider
The Provider may terminate this Agreement on reasonable prior written notice to VoltMost, subject to completion of outstanding Service Requests and obligations.
28.5 Winding Down
On suspension or termination, the parties shall address pending Service Requests, any outstanding amounts, open disputes, and data access in a commercially reasonable manner and consistent with Applicable Law.
29. Effect of Termination
29.1 Survival of Obligations
Termination or expiration of this Agreement does not eliminate any accrued payment obligation, refund, chargeback, or tax obligation, or any obligation relating to claims, indemnification, confidentiality, Customer data, recordkeeping, intellectual-property restrictions, dispute resolution, or any other provision that by its nature should survive. Sections 4, 11, 14 (as to accrued amounts), 15, 16, 17, 18, 19, 20, 21, 25, 26, 27, 29, 32, and 36 survive termination.
29.2 Cessation of Use
On termination, the Provider shall stop using VoltMost branding and the Platform, and the license granted in Section 21 ends.
30. Insurance Cooperation and Subrogation
The Provider shall reasonably cooperate with insurers and claims investigations relating to incidents connected with the Platform. Nothing in this Agreement waives any party's rights of subrogation. Any additional-insured status, endorsements or subrogation-related terms apply only under a schedule or requirement that VoltMost formally adopts and makes available to the Provider; none is incorporated into this Agreement.
31. Compliance with Sanctions and Anti-Corruption Laws
The Provider shall comply with all applicable sanctions, export-control, anti-bribery, anti-corruption, and, where applicable, anti-money-laundering laws. The Provider represents that it and its owners are not subject to sanctions that would prohibit participation in the Platform, and shall provide truthful ownership and, where payout functionality is Enabled, banking information. The Provider is responsible for its own compliance program; VoltMost is not responsible for the Provider's compliance.
32. Dispute Resolution
32.1 Alignment with the Terms
This Section is intended to align with the dispute-resolution provisions of the Terms. In the event of a conflict regarding dispute-resolution procedure, the Terms control, except with respect to Provider-specific matters expressly addressed here.
32.2 Governing Law
This Agreement and any dispute arising out of or relating to it or the Platform are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions. This choice of law does not deprive the Provider of the protection of any mandatory law of its jurisdiction that cannot be waived by agreement.
32.3 Informal Resolution
Before commencing arbitration or litigation, a party shall send the other written notice describing the dispute and the relief sought using the notice methods in Section 33, and the parties shall attempt in good faith to resolve the dispute for at least sixty (60) days.
32.4 Business Arbitration and Class-Action Waiver
Except as provided in this Section, unresolved disputes will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, available at https://www.adr.org/rules-forms-and-fees/commercial/. The Federal Arbitration Act governs. The parties waive class, collective, consolidated and representative proceedings to the extent permitted by Applicable Law. The consumer contractual opt-out in the Terms does not apply to this business Agreement.
32.5 Small-Claims and Non-Waivable Relief
Either party may bring a qualifying individual claim in small-claims court. Either party may seek court relief to protect intellectual property, confidential information or Platform security, or address fraud or unauthorized access. Nothing waives non-waivable public-injunctive-relief rights; any claim or remedy that mandatory law requires a court to decide is severed for court resolution while remaining arbitrable claims proceed individually to the extent permitted by law.
32.6 Venue; No Business Opt-Out
Subject to arbitration and mandatory law, non-arbitrable claims will be brought in the state courts in Sheridan County, Wyoming, or the federal court having jurisdiction over Sheridan County. The parties consent to personal jurisdiction there except where mandatory law requires otherwise. There is no contractual arbitration opt-out for this business Agreement.
32.7 Severability of Arbitration Provisions
If the class-action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided by a court, while the remaining claims proceed in arbitration.
33. Notices
Legal and operational notices may be given by email, Platform notification, Account notice, or written notice to VoltMost's designated contact. Notices to VoltMost may be sent to the contact below, and notices to the Provider may be sent to the contact information associated with the Provider Account.
VoltMost LLC
Email: info@voltmost.com
34. Assignment
The Provider shall not assign or transfer this Agreement or any rights or obligations under it without VoltMost's prior written consent, and any attempted assignment in violation of this Section is void. VoltMost may assign or transfer this Agreement, in whole or in part, in connection with a merger, acquisition, reorganization, financing, sale of assets, or transfer of the Platform, subject to Applicable Law.
35. Force Majeure
Neither party is responsible for any delay or failure to perform (other than an obligation to pay amounts already accrued) caused by events beyond its reasonable control, including severe weather, natural disasters, war, terrorism, civil unrest, labor disruptions, utility failures, internet or telecommunications outages, cyber incidents, government action, road closures, public emergencies, and third-party infrastructure failures.
36. General Terms
36.1 Entire Agreement
This Agreement, together with the Terms, the Privacy Policy, and any supplemental requirements expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Provider's participation in the Platform and supersedes any prior or contemporaneous agreements on that subject.
36.2 Order of Precedence
In the event of a conflict, the order of precedence is: (a) an expressly controlling supplemental requirement, as to its subject matter; (b) this Agreement, as to Provider-specific obligations; and (c) the Terms.
36.3 No Waiver
A party's failure to enforce any provision is not a waiver of its right to do so later, and any waiver must be in writing to be effective.
36.4 Severability
If any provision is found unlawful or unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
36.5 No Third-Party Beneficiaries
This Agreement does not create third-party beneficiary rights, except that the VoltMost Indemnified Parties are intended beneficiaries of Sections 25, 26, and 27.
36.6 Electronic Signatures and Counterparts
This Agreement may be accepted electronically, and electronic acceptance has the same effect as a handwritten signature. This Agreement may be executed in counterparts, each of which is deemed an original.
36.7 Headings and Interpretation
Headings are for convenience only and do not affect interpretation. "Including," "includes," and "such as" mean "including without limitation." References to the singular include the plural and vice versa where the context requires.
36.8 Relationship of the Parties
The parties are independent contracting businesses, and nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship, consistent with Section 4.
36.9 Survival
Provisions that by their nature should survive termination survive as described in Section 29.1.
36.10 Amendment
VoltMost may amend this Agreement as described in Section 1.5. No other amendment is effective unless in writing and, where required by Applicable Law, agreed to by the Provider.