Voltera Terms of Service

Effective Date: November 11, 2026

These Terms of Service are a legal agreement between Voltera Inc., 180 Northfield Drive West, Unit 2, Waterloo, Ontario, Canada (“Voltera,” “we,” or “us”), and the person or entity purchasing, accessing, or using an Offering (“Customer” or “you”).

IMPORTANT: These Terms contain warranty disclaimers, limitations of liability, an indemnity, and provisions governing where disputes are resolved. Nothing in these Terms excludes or limits a right or remedy that applicable law, including mandatory consumer law, does not permit to be excluded or limited.

1. Acceptance and Scope

1.1 Acceptance. You accept these Terms by checking a box or using another electronic acceptance mechanism that refers to them, signing or accepting an Order Form that incorporates them, placing an order through a process that requires acceptance of them, or, where permitted by law, downloading, accessing, or using Software, Firmware, or Hosted Services after receiving conspicuous notice that they apply. Browsing Voltera’s website alone is not acceptance. If you accept for an organization, you represent that you have authority to bind it, and “Customer” means that organization.

1.2 Orders. A purchase order, online order, quotation acceptance, or other Customer request is an offer and binds Voltera only when Voltera accepts it in writing, issues an order confirmation, or executes an Order Form. Voltera’s acceptance of any order is expressly conditional on Customer’s assent to these Terms, to the exclusion of any additional or different terms, and Customer’s acceptance of delivery of, or payment for, an Offering confirms that assent.

1.3 Effective Date and Prior Terms.  These Terms apply to orders placed on or after the Effective Date and, for those orders, replace the terms of service previously posted on Voltera’s websites. An order placed before the Effective Date remains governed by the terms in effect when it was placed, including their warranty terms. Use of Software, Firmware, and Hosted Services after the Effective Date is governed by these Terms to the extent provided in Section 21.

2. Definitions

“Authorized User”

 

means an individual, such as an employee, contractor, student, or researcher, whom Customer authorizes to use an Offering on its behalf.

“Consumables”

 s

means inks, pastes, nozzles, substrates, cartridges, and other single-use or perishable items supplied by Voltera.

“Customer Data”

 

means data, files, designs, instructions, and other materials submitted by or for Customer in connection with an Offering.

“Deliverable”

 

means a prototype, printed item, file, report, or other result that Voltera provides as part of Services.

“Documentation”

 

means the manuals, safety instructions, specifications, technical requirements, and other documentation Voltera provides for an Offering. “Fees” means all amounts payable by Customer for an Offering.

“Firmware”

 

means software embedded in or supplied for use with Hardware.

“Hardware”

 

means printers, dispensing and assembly systems, devices, parts, accessories, and other equipment sold by Voltera.

“Hosted Services”

 

means applications, accounts, cloud features, subscriptions, and other services hosted by or for Voltera.

“Offering”

 

means any Hardware, Consumable, Software, Firmware, Hosted Service, Service, Deliverable, or other product or service Voltera supplies.

“Order Form”

 

means a quotation, ordering document, statement of work, product listing, order confirmation, invoice, or other document issued by Voltera that describes an Offering, its Fees, or transaction-specific terms. A purchase order, procurement-portal record, or other document issued by or for Customer is not an Order Form, even if it refers to a Voltera quotation or Voltera accepts or fills the order.

“Services”

 

means printing, prototyping, training, installation, maintenance, support, and other services provided by or for Voltera.

“Software”

 

means software supplied by Voltera, other than Firmware, whether downloadable, installed, or embedded.

“Terms”

 

means these Voltera Terms of Service, including the Schedules, each of which forms part of these Terms. “Voltera Property” means the Offerings, the Documentation, and Voltera’s technology, designs, methods, know-how, updates, improvements, and other intellectual property, excluding title to fully paid Hardware and excluding Customer Data.

Other capitalized terms are defined where they first appear.

3. Precedence and Customer Terms

3.1 Order of Precedence. If documents governing an Offering conflict, they prevail in this order: (a) a written agreement signed by a Voltera officer and an authorized representative of Customer that expressly states that it amends, supersedes, or prevails over these Terms (a “Signed Override”), to the extent of the conflict; (b) these Terms; (c) the applicable Order Form; and (d) the Documentation. An Order Form may set price, quantities, delivery dates, shipping and risk-of-loss terms, payment timing, and extended-warranty terms, and any other matter that these Terms expressly allow an Order Form to address. Any other change to these Terms, and any warranty, support, or service commitment beyond these Terms, requires a Signed Override.

3.2 Customer Terms Rejected. Terms in or presented through a Customer purchase order, procurement portal, vendor-onboarding system, invoice process, acknowledgment, or other Customer document do not form part of the parties’ agreement unless they are included in a Signed Override. This also applies to terms incorporated by reference or hyperlink and to those in supplier manuals, procurement policies, and government or customer flow-down provisions. None of the following accepts Customer terms: Voltera’s acceptance, acknowledgment, fulfilment, or invoicing of an order; Voltera’s reference to a Customer purchase-order number; or Voltera personnel registering in, clicking through, or signing anything in a Customer procurement portal, vendor-onboarding system, or similar process. Voltera’s failure to object to any provision in a later Customer document, communication, or act does not waive any of these Terms. Voltera’s obligations under these Terms do not depend on the delivery of any future functionality or features, or on any oral or written public statement by Voltera about future functionality or features.

4. Orders, Shipping, Title, and Inspection

4.1 Delivery Dates and Cancellation. Delivery and completion dates are estimates unless Voltera expressly agrees otherwise in writing. If Voltera cannot fulfill all or part of an accepted order for reasons outside its reasonable control, it may cancel the unfulfilled portion and refund the Fees paid for it, which is Customer’s exclusive remedy except as applicable law requires otherwise.

4.2 Shipping, Title, and Risk of Loss. Shipping is governed by Schedule B unless an Order Form states otherwise. Title to Hardware passes to Customer only when Voltera receives full payment for it. Unless the Order Form states different shipping terms, risk of loss passes to Customer when Voltera delivers the shipment to the carrier, and Voltera is not responsible for carrier delay, loss, or damage after that point, although it will reasonably cooperate with Customer on any carrier claim. Software, Firmware, Hosted Services, Documentation, and other Voltera Property are licensed, not sold, and title to them does not pass to Customer.

4.3 Inspection. Customer must inspect delivered Hardware, Consumables, and tangible Deliverables and, within five business days after receipt (or, for Consumables, within two business days after delivery, as provided in Schedule A), give Voltera written notice of any shipping damage, shortage, or material non-conformity with the Order Form or agreed specifications, with reasonable supporting evidence such as photographs, serial numbers, or test results. Items not objected to in time are deemed accepted, except for latent defects covered by the warranty and rights that cannot lawfully be waived. For a timely and valid objection to a shortage or non-conformity, Voltera will, at its option, repair or replace the affected item or refund the Fees paid for it. For shipping damage, Voltera will provide that remedy only where risk of loss had not passed to Customer when the damage occurred; otherwise, Voltera will reasonably cooperate with Customer on any carrier or insurance claim. For Consumables, the remedy is instead as stated in Schedule A.

4.4 Returns. A non-defective item may be returned only as permitted by Schedule A, an Order Form, or mandatory law. Consumables are final sale except as stated in Schedule A. Otherwise, Fees are non-refundable.

5. Customer Responsibilities

Customer is responsible for using each Offering in accordance with these Terms and the Documentation, including all safety, handling, installation, storage, and maintenance requirements; complying with applicable laws and obtaining any licences, approvals, or permits its activities require; determining whether an Offering is suitable for its intended application; providing a suitable and safe operating environment and appropriate training and supervision; and its Authorized Users’ compliance with these Terms, but not the conduct of an unrelated third party outside its reasonable control. Voltera may update the Documentation from time to time. Failure to comply with the Documentation affects warranty coverage only to the extent the failure caused or contributed to the defect or failure at issue.

6. High-Risk Uses

6.1 Not Designed for High-Risk Use. Voltera’s Offerings are general-purpose tools for electronics research, development, prototyping, and fabrication. Voltera does not design, test, qualify, or certify any Offering, or any item produced with one, for safety-critical, military, aerospace, automotive, medical, emergency-response, nuclear, or other high-risk applications, and makes no representation that any Offering or item is suitable for them. Subject to these Terms, Customer may use Offerings for research, development, and prototyping in any industry, and is solely responsible for determining whether any item produced with an Offering is suitable for its intended use and for all design validation, testing, qualification, and certification of that item.

6.2 Prohibited Uses.Unless Voltera agrees otherwise in a Signed Override, Customer must not use an Offering, or permit an Offering or any item produced with it to be used: (a) in connection with life-support or life-sustaining systems; (b) in connection with nuclear facilities, materials, or systems; or (c) as, or as part of, a fielded safety-critical system (a system deployed in operational use, as distinct from research, development, prototyping, or testing, in which failure or malfunction could reasonably be expected to cause death or serious personal injury) for which Customer has not independently validated, tested, and qualified the item for that use in accordance with applicable law and industry standards. Each of these is a “Prohibited High-Risk Use.”

6.3 Assumption of Risk. Customer assumes all risk arising from a Prohibited High-Risk Use and all risk that an Offering, or an item produced with one, is unsuitable for an application described in Section 6.1. To the fullest extent permitted by law, Voltera disclaims liability for any loss, claim, injury, death, property or environmental damage, cost, or expense arising from or connected with a Prohibited High-Risk Use. Support, repairs, or other assistance that Voltera provides after learning of a Prohibited High-Risk Use does not approve that use, waive this Section, reinstate, extend, or expand warranty coverage, or oblige Voltera to provide further assistance.

7. Use Restrictions

Customer must not, and must not permit anyone else to: (a) sublicense, rent, lease, lend, distribute, resell, or provide standalone access to Software, Firmware, Hosted Services, or other Voltera Property; (b) use an Offering for timesharing, service-bureau use, or other commercial exploitation of the Offering itself; (c) use an Offering unlawfully, to infringe another person’s rights, or to create, transmit, or process malicious code or unlawful material; (d) interfere with or threaten the security or operation of an Offering or Voltera’s systems, or bypass encryption, authentication, licensing, or other technical protections; (e) perform vulnerability scans, penetration tests, or other security testing without Voltera’s prior written authorization; (f) reverse engineer, decompile, disassemble, decrypt, or attempt to derive source code, algorithms, file formats, or non-public interfaces; (g) modify Voltera Property except as permitted in writing; (h) remove or alter any proprietary, safety, identification, or intellectual-property notice; (i) use Voltera Property to build a substantially similar or competing product or service; (j) copy Documentation except as reasonably needed for Customer’s permitted internal use; or (k) use an Offering contrary to an Order Form or the Documentation.

These restrictions do not apply to the extent an activity is expressly permitted by an applicable open-source licence or by law that does not allow it to be restricted. Nothing in this Section prevents Customer from using an Offering in its business or from commercializing products, designs, prototypes, or other outputs it creates through permitted use of an Offering.

8. Software, Firmware, and Hosted Services

8.1 Licence. Subject to payment of the applicable Fees and compliance with these Terms, Voltera grants Customer a limited, non-exclusive, non-transferable (except under Section 8.3), non-sublicensable, royalty-free licence for Customer and its Authorized Users to use the Software and Firmware supplied for an Offering for Customer’s internal purposes, with the associated Hardware where applicable, and in accordance with the Documentation. Unless an Order Form states otherwise, the licence to Software and Firmware required to operate Hardware continues for the useful life of that Hardware. Voltera may terminate the licence if Customer materially breaches its restrictions.

8.2 Installation and Updates. Customer is responsible for installing Software and for its own computers, networks, internet access, backups, and compliance with the technical requirements in the Documentation, and Voltera is not responsible for problems they cause. Voltera may automatically install or require critical security, safety, compatibility, and reliability updates. Other updates may be automatic, prompted, or optional, may change functionality, and may be subject to additional terms or Fees disclosed in advance. Voltera does not guarantee support for obsolete versions, and declining an update may result in reduced functionality, loss of compatibility or support, or additional support charges. Failure to install an update affects Hardware warranty coverage only where it caused or contributed to the defect or failure.

8.3 Transfer with Hardware. Customer may transfer Software and Firmware only with the entire associated Hardware and for use with that Hardware, and only if the transferee accepts the then-current Voltera Terms of Service, Customer keeps no copy of separately installed Software, and the transfer complies with law. A transfer does not transfer or extend any warranty. Hosted Services, accounts, subscriptions, support plans, and paid Services do not transfer without Voltera’s written approval.

8.4 Hosted Services and Product Changes. Customer may use a Hosted Service only during its subscription or service term. Voltera may change the design, specifications, features, Software, Firmware, or functionality of its Offerings, and may modify, suspend, or discontinue Hosted Service features, integrations, and third-party compatibility, subject to any express commitment in an Order Form and applicable law. Voltera is not required to retrofit or upgrade Offerings previously supplied.

8.5 Open-Source and Third-Party Technology. Offerings may contain Marlin, Klipper, or other open-source software, which is governed by its own licence to the extent that licence conflicts with these Terms. No open-source licence grants rights in Voltera Property that it does not govern. Offerings may also work with third-party software, services, or components that are subject to separate terms, which Customer must follow. Unless an Order Form states otherwise, Voltera does not warrant or support third-party offerings or guarantee their availability or continued compatibility and may discontinue affected functionality without refund or credit if they become unavailable.

9. Services and Deliverables

9.1 Customer Materials. Customer grants Voltera and its subcontractors a non-exclusive licence to use, reproduce, modify, and process Customer Data as reasonably necessary to perform Services, produce Deliverables, provide support, and exercise its rights and perform its obligations under these Terms. Customer represents that it has all rights needed for that use, that its instructions and materials do not infringe or violate another person’s rights or applicable law, and that it has disclosed material safety, handling, and regulatory information about any materials or equipment it supplies. Customer bears the risk that items it supplies are defective, unsafe, or unsuitable, and Voltera is responsible for physical damage to them only to the extent directly caused by Voltera’s failure to take reasonable care, subject to Section 18.

9.2 Design Responsibility. Unless Voltera expressly agrees in writing to provide engineering or design services, Customer is responsible for its designs, specifications, and instructions, and for design validation, testing, certification, regulatory compliance, and the suitability of any Deliverable for its intended use. Conformity with agreed specifications does not mean that a Deliverable will function as Customer intends.

9.3 Acceptance and Remedy. Tangible Deliverables are subject to the inspection period in Section 4.3. Intangible Deliverables are accepted when made available, and Services when performed, unless Customer gives written notice of a material non-conformity within five business days after the Deliverable is made available or the Service is performed. If a Service or Deliverable materially fails to conform to the agreed specifications, Voltera’s exclusive obligation, and Customer’s exclusive remedy, is for Voltera, at its option, to reperform the Service, correct or replace the Deliverable, or refund the Fees paid for it, except as applicable law requires otherwise. Voltera may use affiliates and subcontractors to provide Offerings and remains responsible for its obligations under these Terms.

10. Customer Data, Feedback, and Confidentiality

10.1 Use of Customer Data. Voltera may access, use, process, store, transmit, and disclose Customer Data as reasonably necessary to provide, operate, support, and secure Offerings, process transactions, investigate fraud or misuse, enforce these Terms, and comply with law. Offerings may collect telemetry, diagnostic, usage, and performance data as described in the Privacy Policy or Documentation.

10.2 Aggregated Data. Voltera may create aggregated or de-identified data from information obtained in connection with Offerings and may use it perpetually for any lawful purpose, including analytics, research, security, benchmarking, product improvement, and developing and training machine-learning and artificial-intelligence systems, but not in a manner intended to identify Customer, an Authorized User, or Customer’s confidential designs. Voltera will not use Customer’s designs or its design, print, or job files, even if aggregated or de-identified, to develop or train machine-learning or artificial-intelligence systems without Customer’s express written permission.

10.3 Feedback. Customer grants Voltera a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable licence to use, commercialize, and incorporate into any product or service any feedback that Customer or its Authorized Users provide about an Offering, without compensation or attribution. This does not transfer ownership of technology that Customer independently develops without using Voltera Property or breaching these Terms.

10.4 Confidentiality. “Confidential Information” means non-public business, technical, or financial information that one party discloses to the other in connection with these Terms or an Offering and that is marked confidential or would reasonably be understood to be confidential. It includes Voltera’s non-public information about the features, performance, roadmap, and pricing of Offerings and other non-public Voltera Property, and Customer’s non-public Customer Data, including designs and files submitted for Services. It excludes information that the recipient can show is or becomes public without breach of these Terms, was known to it without restriction before disclosure, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of the discloser’s Confidential Information.
The recipient will protect the discloser’s Confidential Information with at least reasonable care and will use it only to exercise its rights and perform its obligations under these Terms. Voltera’s use of Customer Data as permitted by Sections 9.1 and 10.1 is a permitted use, and data aggregated or de-identified under Section 10.2 is not Customer’s Confidential Information, except that Customer’s designs and its design, print, and job files remain Customer’s Confidential Information even if aggregated or de-identified. The recipient may disclose Confidential Information to its and its affiliates’ employees, contractors, and professional advisers who need to know it and are bound by comparable confidentiality obligations; as required by law, with prompt notice to the discloser where legally permitted; and, in Voltera’s case, to actual or potential acquirers, investors, lenders, and successors who are bound by confidentiality obligations. On written request after the relevant relationship ends, the recipient will return or destroy the discloser’s Confidential Information, except copies in routine backups or retained as required by law, which remain protected.
These obligations continue while Customer has rights or obligations relating to an Offering and for five years afterward, and for trade secrets for as long as they remain trade secrets. A breach may cause irreparable harm, and the affected party may seek injunctive or other equitable relief without proving actual damages or posting a bond, to the extent permitted by law. A separate non-disclosure agreement signed by the parties prevails over this Section for information within its scope.

11. Privacy and Communications

11.1 Privacy. Voltera handles personal information in accordance with its then-current privacy policy at https://www.voltera.io/legal/privacy-policy  (the “Privacy Policy”), which may be updated from time to time and is effective when posted unless it states otherwise. Voltera may preserve or disclose information where it reasonably believes doing so is necessary to comply with law or legal process, protect safety or the security of an Offering, enforce these Terms, investigate fraud or misuse, or establish or defend legal rights. No internet transmission or hosted system is completely secure, and Voltera does not guarantee uninterrupted or error-free operation, but nothing in this Section limits Voltera’s obligations under privacy law or an express commitment in an Order Form.

11.2 Communications. Customer consents to receive electronic communications about orders, payments, accounts, products, updates, recalls, safety, warranty, support, and legal or contractual matters. Voltera may rely on express or implied consent for promotional messages where permitted by law and will provide legally required unsubscribe mechanisms. Unsubscribing does not stop transactional, safety, support, account, or legal communications.

12. Intellectual Property

As between the parties, Voltera and its licensors own all right, title, and interest, including all intellectual-property rights, in Voltera Property, including Software, Firmware, Hosted Services, Documentation, and all modifications, derivative works, and improvements, including those developed in response to Customer requests or feedback. Customer acquires title only to fully paid Hardware and tangible Deliverables sold to it, and acquires no right to Voltera’s trademarks, source code, patents, trade secrets, or other intellectual property except as expressly granted in these Terms. As between the parties, Customer owns its Customer Data and the items it produces through permitted use of an Offering (excluding any Voltera Property in them), and Customer may use any intangible Deliverable for its internal purposes and the purpose for which Voltera provided it. Voltera reserves all rights not expressly granted.

13. Support

Voltera has no obligation to provide support, maintenance, installation, training, or other Services except as included with an Offering, required by the warranty, or agreed in an Order Form. As a condition of support or warranty service, Customer must provide proof of purchase, serial numbers, diagnostic information, and available logs, follow reasonable troubleshooting instructions, and reasonably cooperate with Voltera.

14. Limited Hardware Warranty

14.1 Warranty. Subject to this Section, Voltera warrants to the original purchaser that new Hardware purchased from Voltera or an authorized distributor will, for 24 months after its Warranty Start Date (the “Warranty Period”), materially conform to Voltera’s applicable specifications and be free from material defects in materials and workmanship. The “Warranty Start Date” is the shipment date for Hardware purchased from Voltera and the date of the end customer’s sales order for Hardware purchased from an authorized distributor. The warranty ends if ownership of the Hardware is transferred.

14.2 Extended Warranty. Voltera may offer a 60-month extended warranty for eligible Hardware, which must be purchased and accepted by Voltera within 30 days after the Hardware’s Warranty Start Date. It runs for 60 months from the start date in the applicable Order Form or, if none is specified, from the Warranty Start Date. For Hardware with an extended warranty, the Warranty Period includes the extended warranty period, which is otherwise subject to the same terms as the standard warranty. Eligibility, Fees, and additional conditions may be stated in the Order Form or product listing.

14.3 Remedies and Claims. For a valid claim, Voltera will, at its option, repair the Hardware, replace it with a new, refurbished, or used product or part in good working condition, or, if it cannot do either within a reasonable time, refund the amount paid for it. These are Customer’s exclusive remedies under the warranty, subject to mandatory law. Repaired or replacement items are warranted for the longest of the remainder of the original Warranty Period, 30 days after delivery, and any longer period required by law. To make a claim, Customer must contact Voltera, complete requested troubleshooting, and obtain a written return materials authorization (“RMA”) before returning an item, and Voltera may refuse items sent without one. Unless Voltera agrees otherwise in writing, Customer pays warranty-related shipping costs.

14.4 Exclusions. The warranty does not cover a defect, damage, or failure caused or contributed to by abuse, misuse, neglect, negligence, or accident; damage after risk of loss passes to Customer; improper installation, operation, storage, handling, or maintenance; abnormal physical, electrical, or environmental conditions or operation outside Voltera’s specifications; normal wear and tear; power failure, surge, or other external cause; unauthorized repair or modification; removed or altered identification markings; failure to follow the Documentation; use of an expired or improperly stored Consumable or an unauthorized third-party item; a Prohibited High-Risk Use; or Customer’s breach of these Terms.

14.5 Items Without the Standard Warranty. The standard warranty does not apply to products that Voltera designates before sale as beta, experimental, research, prototype, pre-production, sample, trial, evaluation, incomplete, or out-of-specification; items marked or sold “as is”; or third-party products or materials, for which Voltera may pass through any manufacturer’s warranty to the extent permitted. Refurbished or used products have only the warranty stated in their product listing or Order Form, and Consumables have only any express warranty stated on their packaging, product listing, or Order Form. Software and Firmware are not covered by the Hardware warranty and, unless an Order Form states otherwise, are provided “as is.”

15. Warranty Disclaimer

EXCEPT FOR THE WARRANTIES PROVIDED FOR IN SECTION 14, AND TO THE FULLEST EXTENT PERMITTED BY LAW, OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND VOLTERA DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, ACCURACY, RESULTS, AND UNINTERRUPTED OR ERROR-FREE OPERATION, AND THOSE ARISING FROM COURSE OF DEALING OR TRADE USAGE.

If an implied warranty or condition cannot lawfully be excluded, it is limited in duration to the Warranty Period and in scope to the narrowest extent permitted by law. Some jurisdictions do not allow limits on how long an implied warranty lasts, so this limitation may not apply to every Customer.

16. Fees and Payment

16.1 Payment. Customer must pay the Fees stated in the applicable Order Form. Prices, currency conversion, and order changes are also subject to Schedule B. Unless the Order Form states otherwise, Fees are invoiced and payable in advance, and other invoiced amounts are due within 30 days after the invoice date. Customer must pay without setoff, deduction, or withholding except as required by law. Payments may be processed by a third-party processor whose terms Customer must follow, and Voltera is not responsible for processor outages, declined transactions, or charges imposed by a processor or financial institution.

16.2 Taxes and Charges. Fees exclude, and Customer is responsible for, all sales, use, goods and services, harmonized, value-added, excise, and similar taxes, and all duties, tariffs, customs and brokerage charges, shipping, insurance, and special packaging, other than taxes on Voltera’s net income.

16.3 Late Payment. Overdue amounts bear interest at the lesser of 1.5% per month, compounded monthly (19.56% per year), and the maximum rate permitted by law, and Customer must reimburse Voltera’s reasonable collection costs. If an undisputed amount remains overdue for five days after notice, Voltera may suspend the affected Software access, Hosted Services, support, subscriptions, or Services, or terminate the affected order or arrangement, without affecting Customer’s payment obligations or unrelated fully paid orders and without any refund. Voltera will not remotely disable fully paid Hardware because another amount is overdue unless Customer has expressly agreed otherwise for a specific Offering.

17. Indemnity

17.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless Voltera, its affiliates, and their officers, directors, employees, contractors, agents, successors, and assigns from third-party claims, and resulting losses, damages, liabilities, judgments, settlements, penalties, costs, and reasonable legal fees, arising from: (a) a Prohibited High-Risk Use; (b) Customer’s unlawful or unauthorized use of an Offering; (c) personal injury, death, property damage, or environmental damage caused by Customer’s misuse of an Offering or by use of an Offering contrary to these Terms or the Documentation; (d) a Customer modification, an unauthorized repair, or Customer’s use of unauthorized materials, components, or combinations; (e) Customer Data, designs, instructions, materials, or equipment, including an allegation that Voltera’s permitted use of them infringes a third party’s rights; (f) infringement caused by combining an Offering with an item not supplied or authorized by Voltera; (g) a breach of these Terms by Customer or an Authorized User; or (h) fraud, crime, or other tortious conduct by Customer or an Authorized User. These obligations do not apply to the extent a claim results from Voltera’s negligence or wilful misconduct, or from a defect in Hardware covered by the warranty in Section 14.

17.2 Procedure. Voltera will give reasonably prompt notice of a claim (a delay relieves Customer only to the extent it materially prejudices the defence), provide reasonable cooperation at Customer’s expense, and allow Customer to control the defence with counsel reasonably acceptable to Voltera. Customer may not, without Voltera’s prior written consent, settle a claim in a way that admits fault by Voltera, imposes an obligation or payment on Voltera, or does not fully release Voltera. Voltera may participate through its own counsel at its own expense.

18. Limitation of Liability

18.1 Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, VOLTERA AND ITS AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SAVINGS, OR BUSINESS OPPORTUNITIES; LOSS OR CORRUPTION OF DATA; LOSS OF USE OR GOODWILL; BUSINESS INTERRUPTION OR DELAY; COSTS OF SUBSTITUTE PRODUCTS OR SERVICES; OR PERSONAL INJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL DAMAGE ARISING FROM A PROHIBITED HIGH-RISK USE, A CUSTOMER MODIFICATION, AN UNAUTHORIZED MATERIAL, OR USE CONTRARY TO THE DOCUMENTATION, IN EACH CASE UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF ADVISED THAT THE LOSS WAS POSSIBLE.

18.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, VOLTERA’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN OFFERING WILL NOT EXCEED THE AMOUNT CUSTOMER PAID FOR THE SPECIFIC OFFERING THAT GAVE RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT INCREASE THIS CAP.

18.3 Exceptions and Allocation of Risk. Nothing in these Terms excludes or limits liability for Voltera’s fraud or wilful misconduct, or any liability or consumer remedy that applicable law does not permit to be excluded or limited. These limitations are fundamental to the parties’ agreement and apply even if a limited remedy fails of its essential purpose.

19. Time Limit for Claims

Where Customer acquires an Offering for business purposes, any claim by Customer arising from or relating to these Terms or an Offering must be commenced by the earlier of (a) one year after Customer discovered, or reasonably should have discovered, the facts giving rise to the claim, and (b) two years after delivery of the Offering or, for Services, two years after their performance. For a claim that Voltera failed to honour the warranty in Section 14, the period in (b) runs from the end of the Warranty Period instead of from delivery. The parties agree that these Terms are a business agreement and vary the applicable limitation periods accordingly, to the extent permitted by law. Any other claim, including a consumer’s claim, is subject to the limitation period provided by applicable law, and this Section does not shorten any limitation period that the law does not permit the parties to vary.

20. Suspension and Termination

20.1 Suspension. Voltera may immediately suspend access to Software, Hosted Services, accounts, subscriptions, support, or other ongoing Offerings, in whole or in part, where it reasonably believes suspension is necessary to address a security threat, unlawful activity, a Prohibited High-Risk Use, a safety risk, an intellectual-property, export-control, or sanctions violation, fraud or misuse, a government requirement, or another material risk, and will give notice where reasonably practicable.

20.2 Termination. These Terms continue while Customer has rights or obligations relating to an Offering. Either party may terminate an affected ongoing Order Form or service arrangement if the other party materially breaches these Terms and does not cure a curable breach within 30 days after written notice. No cure period applies where the breach cannot be cured; Customer materially breaches Section 6, 7, 8, or 22; Customer engages in fraud or unlawful conduct; continued performance would create a safety or security risk; termination is required by law; or termination is for non-payment under Section 16.3.

20.3 Effect of Termination. Termination does not require Customer to return fully paid Hardware, and Customer may continue to use the Software and Firmware required to operate it, subject to the licence restrictions and unless Voltera has terminated that licence under Section 8.1. On termination of a Hosted Service, subscription, support plan, or other ongoing Service, Customer must stop using it. Termination of one order or arrangement does not terminate any other. Termination does not relieve Customer of amounts accrued, create a refund right unless expressly stated, or affect accrued rights. Provisions that by their nature should survive termination survive, including those concerning continuing licences, use restrictions, ownership, confidentiality, payment, disclaimers, indemnity, liability, claims, and disputes.

21. Updates to These Terms

Voltera may update these Terms by giving notice by email, through a product or account interface, or by a prominent notice on its website, any of which is sufficient subject to applicable law. Updated Terms apply to orders placed after their effective date and, after notice, to existing Software, Hosted Services, subscriptions, accounts, and continuing use, but do not change the agreed commercial terms of a completed Hardware purchase. If applicable law requires affirmative acceptance of an update, the update takes effect only on that acceptance.

22. Export, Import, and Sanctions

Customer is responsible for complying with applicable import, export, re-export, trade-control, and sanctions laws, for obtaining all required licences and approvals, and for not making an Offering available to any prohibited person, destination, or end use. Voltera is not required to take any action that it reasonably believes would violate those laws.

23. Notices

Formal legal notices to Voltera must be sent by hand, courier, or mail to Voltera Inc., 180 Northfield Drive West, Unit 2, Waterloo, Ontario N2L 0C7, Canada, or by email to legal@voltera.io. A copy sent to a support address is not formal notice. Voltera may send notices to Customer at the email or postal address associated with its account or order, and Customer must keep that information current. Routine support questions may be sent to support@voltera.io. A notice is effective on delivery if delivered by hand or courier; on the business day after it is sent if sent by email, unless the sender receives an automated message that it was not delivered; and five business days after mailing if sent by registered or first-class mail. Electronic notices satisfy any requirement that a communication be in writing, to the extent permitted by law.

24. Customer Identification

Voltera may identify a business Customer by name and logo in customer lists, on its website, and in promotional materials. Customer may opt out by written notice to legal@voltera.io, and Voltera will stop new uses within a commercially reasonable time. Any goodwill arising from that use belongs to Customer.

25. Governing Law and Disputes

These Terms and any dispute relating to them or an Offering are governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to mandatory law, the parties submit to the exclusive jurisdiction of the courts in Toronto, Ontario, but either party may seek urgent interim, injunctive, or equitable relief in any court of competent jurisdiction to protect intellectual property, confidentiality, security, safety, or other rights that could be irreparably harmed. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. General

26.1 Entire Agreement, Amendment, and Waiver. These Terms, the applicable Order Forms, the Privacy Policy, the Documentation, and any Signed Override are the entire agreement between the parties on their subject matter and supersede prior agreements and communications on it, but do not replace a separate non-disclosure agreement signed by the parties. Except for updates under Section 21 and Order Forms as permitted by Section 3.1, these Terms may be amended only by a Signed Override. A waiver binds Voltera only if it is in writing and approved by a Voltera officer, and it applies only to the specific circumstance. A failure or delay in exercising a right, or Voltera’s provision of support, repairs, or other assistance, does not waive any right, restriction, or remedy.

26.2 Assignment. Customer may not assign or transfer these Terms, an Order Form, or any subscription or service arrangement without Voltera’s prior written consent, except for a transfer of Hardware permitted by Section 8.3. Voltera may assign these Terms or an Order Form to an affiliate, in connection with a financing, or in a merger, amalgamation, reorganization, or sale of all or part of its business, shares, or assets. An unauthorized assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.

26.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, severe weather, epidemics, war, terrorism, civil unrest, government action, labour disruption not limited to its own workforce, transportation or supply-chain interruption, utility, telecommunications, hosting, or internet failure, cyberattacks not caused by its failure to use reasonable safeguards, and the unavailability of a third-party platform or component. The affected party must use commercially reasonable efforts to mitigate the event. This Section does not excuse Customer’s payment obligations.

26.4 Interpretation and Other Terms. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the rest of these Terms will remain in effect. Except where a remedy is stated to be exclusive, remedies are cumulative. The parties are independent contractors, and neither may bind the other. Except as expressly provided, these Terms confer no rights on third parties. Headings are for convenience only. “Including” means “including without limitation,” “business day” means a day other than a Saturday, Sunday, or statutory holiday in Ontario, and “written” includes electronic records where legally permitted. An Order Form or amendment may be signed in counterparts and electronically.

26.5 Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que les présentes conditions ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

Schedule A: Return and Refund Policy

This Schedule applies to items purchased directly from Voltera. Items purchased from an authorized distributor are subject to that distributor’s return policy. Equipment that is defective or non-functional, or that does not conform to Voltera’s specifications, is handled under the limited warranty in Section 14, not this Schedule. Nothing in this Schedule limits a right that applicable consumer law does not permit to be excluded or limited.

A1. Consumables. Consumables are final sale and non-refundable, although Voltera may consider a partial refund for a bundle that includes Consumables. If a shipment arrives visibly damaged, Customer may refuse delivery. If a Consumable arrives damaged or is clearly incorrect, Customer must notify Voltera at support@voltera.io within two business days after delivery, with the order number, a description of the issue, and, where possible, photographs of the damaged item and its packaging. Reports received after that period cannot be accommodated. Voltera will determine the appropriate remedy, which may include replacement or credit.

A2. Equipment Returns. Equipment (machines) may be returned if Customer requests an RMA within 30 days after delivery and the item is in its original packaging and accompanied by a copy of the purchase invoice.

A3. Return Process. Before sending any item back, Customer must request a return materials authorization (RMA) from support@voltera.io. Voltera may refuse any return received without a valid RMA. Customer must ship the item to Voltera Inc., 180 Northfield Drive West, Unit 2, Waterloo, Ontario N2L 0C7, Canada, and include the purchase invoice and RMA documentation with the shipment.

A4. Return Shipping and Customs Costs. Customer is responsible for all return shipping costs and any applicable customs duties or import fees, and these costs are non-refundable.

A5. Restocking Fee and Refunds. Approved refunds are subject to a restocking fee equal to the greater of 10% of the original purchase price and the cost of repairing any damage to the returned item, including parts and labour. The restocking fee is deducted from the refund. The restocking fee will not exceed the amount otherwise refundable. Refunds are issued to the original payment method, and their timing depends on Customer’s payment processor.

Schedule B: Shipping Policy

This Schedule applies unless an Order Form sets different shipping terms, as permitted by Section 3.1.

B1. Order Changes and Cancellations. Orders are processed promptly after confirmation. To request a change or cancellation, Customer must contact Voltera at sales@voltera.io, or by phone using the contact details on Voltera’s website, within two business hours after placing the order. Because Voltera works with warehouse partners and orders are often picked or prepared for shipment shortly after they are placed, Voltera does not guarantee that a later request can be accommodated. Whether a change or cancellation can be accommodated is in Voltera’s sole discretion and may depend on the status of the order when the request is made.

B2. Duties, Taxes, and Import Fees. All prices exclude applicable duties, taxes, import fees, and other government-imposed charges, which vary by destination and are Customer’s sole responsibility. Shipping terms are specified in each quote or order confirmation.

B3. Multi-Currency Pricing. Voltera’s online store supports multi-currency checkout through Shopify. All prices are based in U.S. dollars, and prices in other currencies are calculated using live market exchange rates and may fluctuate. Voltera is not responsible for gains or losses from currency fluctuations between browsing and payment, and orders placed in a currency other than U.S. dollars may be subject to a conversion surcharge applied by Shopify or Customer’s payment provider. Questions about pricing in a particular currency should be sent to sales@voltera.io before ordering.

B4. Custom Procurement and Labeling. On standard or small-volume orders fulfilled through Voltera’s distribution partners, Voltera cannot accommodate custom box or shipment labeling, purchase-order numbers on packaging, non-standard packing slips or invoice formats, or custom included documentation. Customers with specific procurement requirements should contact sales@voltera.io before ordering. Voltera may consider custom fulfillment for high-volume orders in its discretion, and may charge for it.

B5. Method, Charges, and Dates. Voltera selects the shipping method and carrier. Customer pays shipping charges as stated at checkout or in the Order Form, subject to any free-shipping offer that Voltera publishes for the order, and is responsible for any shipping insurance it wants. Shipping and delivery dates are estimates, and Voltera may ship an order in more than one shipment.

B6. Address and Refused Shipments. Customer must provide a complete and accurate shipping address and is responsible for additional charges resulting from an inaccurate address, redirection, failed delivery, or refusal of a shipment (other than refusal of a visibly damaged shipment under Schedule A), which Voltera may deduct from any refund.