Partner/Client Terms & Conditions

Last Update: 1/13/2025

EV RANGE ELECTRIC VEHICLE CHARGING STATION MANAGEMENT SOFTWARE SERVICES AND SUBSCRIPTION TERMS AND CONDITIONS

Last Update: 1/13/2025

IMPORTANT: THESE ELECTRIC VEHICLE CHARGING STATION MANAGEMENT SOFTWARE SERVICES AND SUBSCRIPTION TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU, OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT (“SUBSCRIBER”), AND EV RANGE, INC., A DELAWARE CORPORATION (“EV RANGE”). PLEASE READ IT CAREFULLY. BY ASSENTING TO THIS AGREEMENT DURING THE SIGN-UP PROCESS FOR THE EV RANGE SERVICES, OR BY USING ANY OF THE EV RANGE SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT USE ANY EV RANGE SERVICES.

1. AGREEMENT OVERVIEW.

1.1 SCOPE OF AGREEMENT. This Agreement governs the Subscriber’s use of EVR charging station management software services and related activities.

1.2 EXHIBITS. This Agreement includes the following Exhibits that are made a part of, and are hereby incorporated into, this Agreement by reference:

Exhibit 1: Subscription Plan and Billing Terms

Capitalized terms not otherwise defined in any Exhibit will have the same meaning as in this Agreement.

2. DEFINITIONS. The following terms have the definitions set forth below when used in this Agreement:

2.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of fifty percent (50%) or more of the voting interests of the subject entity.

2.2 "APIs" mean, individually or collectively, the application programming interfaces that are made available to Subscriber from time to time, as and when updated by EV RANGE.

2.3 “Charging Station(s)” means the electric vehicle charging station(s) purchased by Subscriber, whether manufactured by EV RANGE or by an EV RANGE authorized entity that is registered and activated on EVR.

2.4 “Documentation” means written information (whether contained in user or technical manuals, product materials, specifications or otherwise) pertaining to EVR Services and made available from time to time by EV RANGE to Subscriber in any manner (including on-line).

2.5 “Effective Date” means the date that Subscriber electronically accepts this Agreement.

2.6 “EVR Application” means any of the applications established and maintained by EV RANGE that will allow Subscriber to access EVR Services.

2.7 "EVR Content" means all data collected or maintained by EV RANGE in connection with the operation of EVR.

2.8 “EVR Marks” means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used in connection with EVR and/or EV RANGE manufactured Charging Stations, including without limitation, EVR.

2.9 “EVR Platform” means the open-platform network of electric vehicle charging stations and the vehicle charging applications the network delivers, that is operated and maintained by EV RANGE (as defined below) in order to provide various services to, among others, Subscriber and its employees.

2.10 “EVR Property” means (i) EVR, (ii)the EVR Services(including all EVR Content), (iii) all data generated or collected by EV RANGE in connection with the operation of EVR and EVR Services, (iv) the EVR Marks, (v) the EVR Cards, and (vi) all other EV RANGE-supplied material developed or provided by EV RANGE for Subscriber use in connection with the EVR Services.

2.11 “EVR Services” means, collectively, the various Subscriber services offerings (including, without limitation, APIs and application Subscriber Plans) made available for subscription by EV RANGE.

2.12 “Intellectual Property Rights” means all intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda and records.

2.13 “Malicious Code” means viruses, worms, time bombs, Trojan horses and all other forms of malicious code, including without limitation, malware, spyware, files, scripts, agents or programs.

2.14 “Party” means each of EV RANGE and Subscriber and “Parties” means both.

2.15 “PII” means personally identifiable information regarding Subscriber or a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact or locate Subscriber or such User.

2.16 “Provisioning” means activating Charging Stations, warranties and Subscriber Plans on the EVR Platform.

2.17 “Subscriber Content and Services” means any content and/or services that a Subscriber provides or makes available to Users and/or the general public in connection with the EVR Services, other than EVR Content, EVR Services and EVR Property.

2.18 “Subscriber Marks” means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used by Subscriber in connection with its business or Charging Stations.

2.19 “Subscriber Plan(s)” means subscription plans to the EVR Services that are offered and sold by EV RANGE from time to time, that vary according to their features, privileges and pricing. Each Subscriber Plan may be referred to as a “Subscription”.

2.20 “Subscription Fees” means the fees and other charges payable by Subscriber for subscribing to any EVR Services.

2.21 “Taxes” will mean all present and future taxes, imposts, levies, assessments, duties or charges of whatsoever nature that may be imposed on the EVR Services, including without limitation any withholding taxes, sales taxes, use taxes, service taxes, value added or similar taxes at the rate applicable for the time being imposed by any national or local government, taxing authority, regulatory agency or other entity together with any penalty payable in connection with any failure to pay or any delay in paying any of the same and any interest thereon. Taxes on either Party’s income are not included in the defined term “Taxes.”

2.22 “User” means any person using a Charging Station.

3. SUBSCRIBER PLAN.

The Subscriber Plan for the Subscriber is described in Exhibit 1

4. EV RANGE’S RESPONSIBILITIES.

4.1 OPERATION OF EV RANGE. EV RANGE agrees to provide and will be solely responsible for: (i) provisioning and operating, maintaining, administering and supporting the EVR Platform and related infrastructure (other than Subscriber’s Charging Stations and infrastructure for transmitting data from Charging Stations to any EV RANGE operations center); (ii) provisioning and operating, maintaining, administering and supporting the EVR Applications; and (iii) operating EVR Services in compliance with all applicable laws. EV RANGE will protect the confidentiality and security of PII in accordance with all applicable laws and regulations governing the collection and use of PII and acknowledges that it is responsible for the security of “cardholder data” (as that term is defined for purposes of the Payment Card Industry – Data Security Standards), if any, that EV RANGE possesses, otherwise stores, processes or transmits on behalf of Subscriber or for any impact, if any, on the security of Subscriber’s cardholder data environment.

4.2 LIMITATIONS ON RESPONSIBILITY. EV RANGE will not be responsible for, and makes no representation or warranty with respect to the following: (i) specific location(s) or number of Charging Stations now, or in the future, owned, operated or installed by persons other than Subscriber; (ii) continuous availability of electrical service to any of Subscriber’s Charging Stations; (iii) continuous availability of any wireless or cellular communications network or Internet service provider network necessary for the continued operation by EV RANGE of the EVR Platform; (iv) availability of or interruption of the EVR Services attributable to unauthorized intrusions; and/or (v) charging stations that are not registered with and activated on the EVR Platform.

5. SUBSCRIBER’S RESPONSIBILITIES.

5.1 GENERAL.

(a) All use of EVR Services by Subscriber, and its employees and agents, will comply with this Agreement and all of the rules, limitations and policies set forth in the Documentation. All EVR Services account details, passwords, keys, etc. are granted to Subscriber solely for Subscriber’s own use, and Subscriber will keep all such items secure and confidential. Subscriber will prevent, and will be fully liable to EV RANGE for, any unauthorized access to or use of EVR Services via Subscriber’s Charging Stations, EVR Services account(s) or other equipment. Subscriber will immediately notify EV RANGE upon becoming aware of any such unauthorized use.

(b) Subscriber will be solely responsible for: (i) Provisioning of its Charging Stations, if any; (ii) keeping Subscriber’s contact information, email address for the receipt of notices hereunder, and billing address for invoices both accurate and up to date; (iii) updating on the applicable EVR Application, within five (5) business days, the location to which any of Subscriber’s Charging Stations are moved; (iv) the maintenance, service, repair and/or replacement of Subscriber’s Charging Stations as needed, including informing EV RANGE of the existence of any Charging Stations that are non-operational and not intended to be replaced or repaired by Subscriber; and (v) compliance with all applicable laws.

(c) Subscriber will deliver in full all benefits promised to Users by Subscriber in exchange for such Users connecting with Subscriber using EVR Platform.

(d) At the EV RANGE’s request, Subscriber will take all actions that are required to establish and protect the rights and benefits described in Exhibit 3. If Subscriber fails to execute any documents as required under this Section 5.1(d), for any reason, Subscriber hereby irrevocably appoints EV RANGE and its officers and agents as its agent and attorney-in-fact to execute those documents on its behalf.

5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and warrants to EV RANGE that: (i) it has the power and authority to enter into and be bound by this Agreement and will have the power and authority to install the Charging Stations and any other electric vehicle charging products that are registered and activated on the EVR Platform; (ii) the electrical usage to be consumed by Subscriber’s Charging Stations will not violate or otherwise conflict with the terms and conditions of any applicable electrical purchase or other agreement including, without limitation, any lease, to which Subscriber is a party; and (iii) it has not installed or attached and will not install or attach Charging Stations on or to infrastructure not owned by Subscriber without proper authority, or in a manner that will block any easement or right of way.

5.3 USE RESTRICTIONS AND LIMITATIONS. Subscriber will not:

(a) sell, resell, license, rent, lease or otherwise transfer the EVR Services or any EVR Content therein to any third party;

(b) interfere with or disrupt the EVR Services, servers, or networks connected to the EVR Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the EVR Services;

(d) attempt to gain unauthorized access to EVR or the EVR Services or related systems or networks or any data contained therein, or access or use EVR or EVR Services through any technology or means other than those provided or expressly authorized by EV RANGE;

(e) create any EVR Services user account by automated means or under false or fraudulent pretenses, or impersonate another person or entity on EVR, or obtain or attempt to obtain multiple keys for the same URL;

(f) reverse engineer, decompile or otherwise attempt to extract the source code of the EVR Applications or EVR Services or any part thereof, or any Charging Station, except to the extent expressly permitted or required by applicable law;

(g) create derivative works based on any EVR Property;

(h) remove, conceal or cover the EVR Marks or any other markings, labels, legends, trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for use in connection with Subscriber’s Charging Stations;

(i) except as otherwise expressly permitted by this Agreement or in any applicable data sheet relating to EVR Services, copy, frame or mirror any part of the EVR Services or EVR Content, other than copying or framing on Subscriber’s own intranets or otherwise solely for Subscriber’s own internal business use and purposes;

(j) access EVR, any EVR Application or the EVR Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service or copy any features, functions, interface, graphics or “look and feel;”

(k) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the EVR Services or EVR Content or collect information about EVR Platform users for any unauthorized purpose;

(l) upload, transmit or introduce any Malicious Code to EV RANGE or EVR Services;

(m) use any of the EVR Services if Subscriber is a person barred from such use under the laws of the United States or of any other jurisdiction; or

(n) use the EVR Services to upload, post, display, transmit or otherwise make available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages, communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the Documentation.

5.4 EV RANGE CONTENT

(a) EVR Content (including but not limited to Charging Station data and status) is provided for planning purposes only. Subscriber may find that various events may mean actual Charging Station conditions (such as availability or pricing) differ from what is set forth in the EVR Content. In addition, certain Charging Station-related EVR Content, including Charging Station name and use restrictions, is set by the Charging Station owner and is not verified by EV RANGE. Subscriber should exercise judgment in Subscriber’s use of the EVR Content.

(b) Certain EVR Content may be provided under license from third parties and is subject to copyright and other intellectual property rights of such third parties. Subscriber may be held liable for any unauthorized copying or disclosure of such third party-supplied EVR Content. Subscriber’s use of such EVR Content may be subject to additional restrictions set forth in the Documentation.

(c) Subscriber will not copy, modify, alter, translate, amend, or publicly display any of the EVR Content except as expressly permitted by the Documentation. Subscriber will not present any portion of the EVR Content in any manner, that would (i) make such EVR Content false, inaccurate or misleading, (ii) falsify or delete any author attributions or labels of the origin or source of EVR Content, or (iii) indicate or suggest that the Charging Station locations provided as part of the EVR Content are anything other than EV RANGE Charging Stations.

(d) Subscriber will not remove, obscure, or alter in any manner any proprietary rights notices (including copyright and trademark notices), warnings, links or other notifications that appear in the EVR Services.

5.6 COMPLIANCE WITH PRICING REQUIREMENTS. Subscriber agrees to comply with all applicable federal, provincial, state and local law and regulations regarding pricing, including pricing methodology and allowable charges, and any associated compliance reporting requirements.

5.7 EV RANGE CARDS. Subscriber may be permitted by EV RANGE, in EV RANGE's sole discretion, to obtain EV RANGE-provisioned radio-frequency identification cards ("EVR Cards") that enable the individual card recipients to access and use EVR. Subscriber may distribute such EVR Cards to individuals, and each individual EVR Card recipient is responsible for activating his or her EVR Card on EVR directly with EV RANGE on the EV RANGE web site. In no event will Subscriber create any separate EVR accounts for any EVR Card recipients or other third parties, nor will Subscriber create anonymous EVR accounts associated with any EVR Card.

6. SUBSCRIPTION FEES AND PAYMENT TERMS.

6.1 SUBSCRIPTION FEES. EV RANGE generally will collect fees from Users for use of the Charging Stations and will pay the collected fees to Subscriber, after deducting the applicable Subscription Fees owed to EV RANGE. If the amount of collected fees in any month is less than the applicable Subscription Fees, EV RANGE will invoice Subscriber for the Subscription Fees that are due to EV RANGE. If Subscriber is invoiced for the Services, Subscriber will pay all Subscription Fees within thirty (30) days of its receipt of EV RANGE’s invoice. All payments will be made in U.S. Dollars by check, wire transfer, ACH payment system or other means approved by EV RANGE or, if applicable, as described in EV RANGE’s Documentation. With respect to any invoice issues by EV RANGE, Subscriber may not offset any amounts due to EV RANGE against amounts due to Subscriber under this Agreement or any other agreement. Subscription fees payable to EV RANGE do not include any Taxes, and Subscriber is responsible for any and all such Taxes. All such Taxes will be set forth on the invoice provided by EV RANGE to Subscriber; provided that, EV RANGE’s failure to include any such Tax on an invoice will not relieve Subscriber’s liability therefor. Except as otherwise set forth in this Agreement, all payment obligations under this Agreement are non-cancelable and non-refundable.

6.2 LATE PAYMENTS. Late payments will be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by law. Subscriber will reimburse EV RANGE for attorneys’ fees and other expenses reasonably incurred by EV RANGE in the collection of any late payments. If any amount owing by Subscriber under this Agreement is more than thirty (30) days overdue, EV RANGE may, without otherwise limiting EV RANGE’s rights or remedies, (a) terminate this Agreement, (b) suspend the use by Subscriber of the EVR Services until such amounts are paid in full, and/or (c) condition future EVR Service renewals and other Subscriber purchases on payment terms other than those set forth herein; provided that EV RANGE will not exercise any such rights if Subscriber has reasonably disputed such charges and is cooperating diligently in good faith to resolve the dispute.

7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES.

7.1 EV RANGE PROPERTY. As between EV RANGE and Subscriber, EV RANGE retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to the EVR Property and any improvements thereto. No rights are granted to Subscriber in the EVR Property except as expressly set forth in this Agreement.

7.2 SUBSCRIBER PROPERTY. As between EV RANGE and Subscriber, Subscriber retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to (i) all Subscriber Marks and (ii) all Subscriber Content and Services (collectively, the “Subscriber Property”). No rights are granted to EV RANGE in the Subscriber Property hereunder except as expressly set forth in this Agreement.

7.3 LIMITED LICENSE TO SUBSCRIBER. EV RANGE hereby grants to Subscriber a royalty-free, non-assignable, non-transferable, and non-exclusive license to use the EVR Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for Subscriber to access, use and receive the EVR Services as permitted herein.

7.4 LIMITED LICENSE TO EV RANGE. Subscriber hereby grants to EV RANGE a non-assignable, non-transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for EV RANGE to provide the EVR Services. EV RANGE may utilize the Subscriber Marks to advertise that Subscriber is using the EVR Services. The foregoing license includes a perpetual and irrevocable right of EV RANGE to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber Content and Services submitted, posted or displayed by Subscriber in the EVR Services, solely for the purpose of enabling EV RANGE to operate, market and promote the EVR Services, and to index and serve such Subscriber Content and Services as search results through the EVR Services. Subscriber grants to EV RANGE a royalty-free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate in the EVR Services any suggestions, enhancement requests, recommendations or other feedback provided to EV RANGE by Subscriber relating to the EVR Services.

7.5 ADDITIONAL TERMS REGARDING EV RANGE MARKS.

(a) USE LIMITATIONS. Subscriber will display the EVR Marks in connection with Subscriber Charging Stations as required in this Agreement during the term of Subscriber’s Subscriber Plan. Subscriber will not use any of the EVR Marks for or with any products other than its Charging Stations. From time to time, EV RANGE may provide updated EVR Mark usage guidelines on the EVR Application or elsewhere in the Documentation, and Subscriber will thereafter comply with such updated guidelines. For any use of the EVR Mark not authorized by such guidelines, or if no such guidelines are provided, then for each initial use of the EVR Mark, Subscriber must obtain EV RANGE’s prior written consent, that may not be unreasonably withheld or delayed, and after such consent is obtained, Subscriber may use the EVR Mark in the approved manner. All use by Subscriber of EV RANGE's Marks (including any goodwill associated therewith) will inure to the benefit of EV RANGE.

(b) PROHIBITIONS. Subscriber will not use or display any EVR Mark (or any likeness of a EVR Mark):

(i) as a part of the name under which Subscriber’s business is conducted or in connection with the name of a business of Subscriber or its Affiliates;

(ii) in any manner that (x) implies a relationship or affiliation with EV RANGE other than as described under the Agreement, (y) implies any sponsorship or endorsement by EV RANGE, or (z) can be reasonably interpreted to suggest that any Subscriber Content and Services has been authored by, or represents the views or opinions of EV RANGE or EV RANGE personnel;

(iii) in any manner intended to disparage EV RANGE, EVR, or the EVR Services, or in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to EV RANGE;

(iv) in any manner that violates any law or regulation; or

(v) that is distorted or altered in any way (including squeezing, stretching, inverting, discoloring, etc.) from the original form provided by EV RANGE.

(c) NO REGISTRATION OF EV RANGE MARKS. Subscriber will not, directly or indirectly, register or apply for, or cause to be registered or applied for, any EVR Marks or any patent, trademark, service mark, copyright, trade name, domain name or registered design that is substantially or confusingly similar to a EVR Mark, patent, trademark, service mark, copyright, trade name, domain name or registered design of EV RANGE, or that is licensed to, connected with or derived from confidential, material or proprietary information imparted to or licensed to Subscriber by EV RANGE. At no time will Subscriber challenge or assist others to challenge the EVR Marks (except to the extent such restriction is prohibited by law) or the registration thereof by EV RANGE.

(d) TERMINATION AND CESSATION OF USE OF EV RANGE MARKS. Upon termination of this Agreement, Subscriber will immediately discontinue all use and display of all EVR Marks.

8. LIMITATIONS OF LIABILITY.

8.1 DISCLAIMER OF WARRANTIES. EV RANGE AND THE EV RANGE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR SUBSCRIBER’S USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EV RANGE DOES NOT WARRANT THAT (A) SUBSCRIBER’S USE OF THE EV RANGE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE FROM ERROR, OR MEET SUBSCRIBER’S REQUIREMENTS; (B) ALL EV RANGE CONTENT AND OTHER INFORMATION OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE EV RANGE SERVICES WILL BE ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE EV RANGE SERVICES WILL BE CORRECTED. ALL EV RANGE CONTENT OBTAINED THROUGH THE EV RANGE SERVICES IS OBTAINED AT SUBSCRIBER’S OWN DISCRETION AND RISK, AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH EV RANGE CONTENT.

8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EV RANGE BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE EV RANGE, ANY EV RANGE SERVICES, OR THIS AGREEMENT.

8.3 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither EV RANGE nor Subscriber will have any liability whatsoever to the other with respect to damages caused by: (i) electrical outages, power surges, brown-outs, utility load management or any other similar electrical service interruptions, whatever the cause; (ii) interruptions in wireless or cellular service linking Charging Stations to EVR; (iii) interruptions attributable to unauthorized EVR Platform intrusions; (iv) interruptions in services provided by any Internet service provider not affiliated with EV RANGE; or (v) the inability of a Charging Station to access EVR as a result of any change in product offerings (including, without limitation, the any network upgrade or introduction of any “next generation” services) by any wireless or cellular carrier. This includes the loss of data resulting from such electrical, wireless, cellular or Internet service interruptions.

8.4 LIMITATION OF LIABILITY. EV RANGE’s aggregate liability under this Agreement is limited to and will not exceed the greater of (i) the aggregate Subscription Fees actually paid by Subscriber to EV RANGE in the twelve (12) calendar months prior to the event giving rise to the liability, or (ii) one hundred dollars.

8.5 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR THE DISCLAIMER OF IMPLIED WARRANTIES AS SET FORTH IN THIS SECTION 8, ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES, EV RANGE’S LIABILITY AND THE IMPLIED WARRANTIES GRANTED IN SUCH CASES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. TERM, RENEWAL AND TERMINATION.

9.1 TERM OF AGREEMENT. This Agreement is effective as of the Effective Date and will continue in effect until the expiration of all of Subscriber’s Subscriber Plans or as otherwise terminated under this provisions of this Agreement.

9.2 SUBSCRIBER PLAN TERM. Each Subscriber Plan will commence on the Effective Date. Upon expiration of the initial term provided in Exhibit 1 for the Subscriber, this Agreement will renew automatically for the successive term originally purchased at the list price applicable thereto, subject to increases, unless either Party gives notice of non-renewal at least 60 days prior to the renewal date. Should the renewal be canceled by Subscriber’s notice of non-renewal, and subsequently be requested to be reinstated by Subscriber, reinstatement will be subject to the payment of Subscription Fees for any lapse period plus reasonable reinstatement fees. Renewals of Subscriber Plans will commence on the date of the expiration of the Subscription being renewed. If Subscriber has elected or is required, as the case may be, to pay by credit card as provided in this Agreement, the renewal will be charged to Subscriber’s payment method (credit card) on file that may include any payment method automatically updated by Subscriber’s issuing bank. If Subscriber’s credit card is declined, is invalid, or payment is not made by the issuer of Subscriber’s credit card on Subscriber’s Subscription Date, EV RANGE reserves the right, without further notice, to automatically recharge the payment method until payment is received, the payment method is updated, or the Service is discontinued for nonpayment.

9.3 TERMINATION BY EV RANGE.

(a) This Agreement may be immediately terminated by EV RANGE: (i) if Subscriber is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days (or within five (5) days in the case of any payment default) of Subscriber’s receipt of notice thereof; (ii) Subscriber becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors; (iii) upon the determination by any regulatory body that the subject matter of this Agreement is subject to any governmental regulatory authorization or review that imposes additional costs of doing business upon EV RANGE; or (iv) as otherwise explicitly provided in this Agreement. Regardless of whether Subscriber is then in breach, EV RANGE may, in its reasonable discretion, determine that it will not accept any renewal by Subscriber of its subscription to EVR Services. In such case, this Agreement will terminate upon the later of the expiration of all of Subscriber’s subscriptions to EVR Services.

(b) EV RANGE may in its discretion suspend Subscriber’s continuing access to the EVR Services or any portion thereof if (A) Subscriber has breached any provision of this Agreement, or has acted in manner that indicates that Subscriber does not intend to, or is unable to, comply with any provision of this Agreement; (B) such suspension is required by law (for example, due to a change to the law governing the provision of the EVR Services); or (c) providing the EVR Services to Subscriber could create a security risk or material technical burden as reasonably determined by EV RANGE.

9.4 TERMINATION BY SUBSCRIBER.

This Agreement may be immediately terminated by Subscriber without prejudice to any other remedy of Subscriber at law or equity: (i) if EV RANGE is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof, (ii) EV RANGE becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors, or (iii) upon providing thirty (30) days prior written notice.

9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for cause by Subscriber pursuant to Section 9.4(i), or as provided in Section 11.1 below, or by EV RANGE pursuant to Section 9.3(a)(iii), EV RANGE will refund to Subscriber a pro-rata portion of any pre-paid Subscription Fees based upon the remaining Subscriber Plan term. Upon any termination for any other reason, Subscriber will not be entitled to any refund of any Subscription Fees as a result of such termination. Except as otherwise set forth in this Agreement, in no event will any termination relieve Subscriber of any unpaid Subscription Fees due EV RANGE for the Subscriber Plan term in which the termination occurs or any prior Subscriber Plan term.

9.6 SURVIVAL. Those provisions dealing with the Intellectual Property Rights of EV RANGE, limitations of liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions that by their nature or terms are intended to survive the termination of this Agreement will remain in full force and effect as between the Parties hereto regardless of the termination of this Agreement.

10. INDEMNIFICATION. Subscriber hereby agrees to indemnify, defend and hold EV RANGE, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all third party claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by such indemnified parties resulting from or arising out of Subscriber’s actual or alleged use (directly, or by a User) of the EVR Services, EVR Content, or Subscriber Content and Services, or for any failure of Subscriber to comply with applicable law governing Subscriber’s use of the EVR Services. EV RANGE will cooperate as fully as reasonably required in the defense of any claim. EV RANGE reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Subscriber.

11. GENERAL.

11.1 AMENDMENT OR MODIFICATION. EV RANGE reserves the right to modify this Agreement, including the pricing and other terms in Exhibit 1, from time to time. EV RANGE will provide notice of each such modification to Subscriber and if Subscriber does not agree to the modification, Subscriber may terminate this Agreement, subject to a pro rata refund as provided in Section 9.5 above. Subscriber’s continued use of the EVR Services following such 30-day notice period will constitute an acceptance of the modified Agreement.

11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement will not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.

11.3 FORCE MAJEURE. Except with respect to payment obligations, neither EV RANGE nor Subscriber will be liable for failure to perform any of its obligations hereunder due to causes beyond such Party’s reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake or other natural disaster (irrespective of such Party’s condition of any preparedness therefore); war, embargo; epidemic or pandemic; riot; strike; labor action; any lawful order, decree, or other directive of any government authority that prohibits a Party from performing its obligations under this Agreement; material shortages; shortage of transport; and failures of suppliers to deliver material or components in accordance with the terms of their contracts.

11.4 CHOICE OF LAW; INJUNCTIVE RELIEF; ARBITRATION. This Agreement is to be construed according to the laws of the State of Delaware, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. The Parties agree to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California for any matter requiring injunctive relief. Except with respect to any matter requiring immediate or other injunctive relief, that may be brought and litigated in any court with jurisdiction over the defending Party, any dispute arising from or relating to this Agreement will be arbitrated in Los Angeles, California. The arbitration will be administered by American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on any award may be entered in any court of competent jurisdiction. If the Parties agree, a mediator may be consulted prior to arbitration. EV RANGE The prevailing party in any dispute arising out of this Agreement will be entitled to reasonable attorneys’ fees and costs.

11.5 NOTICE REGARDING RIN DATA. For Subscribers located in the United States, EV RANGE may participate in an application to the U.S. Environmental Protection Agency (“EPA”) to permit vehicle charging data (“Charging Data”) collected by EV RANGE from centrally networked charging stations to be utilized in a process to generate Renewable Identification Numbers (“RIN)” under the Renewable Fuel Standard. EV RANGE must establish its exclusive right to utilize the Charging Data and the associated environmental attributes underlying the charging events represented by the Charging Data (Charging Data and such environmental attributes referred to collectively as, the “RIN Data”) for the purposes of RIN generation. Subscriber confirms that it will not pursue utilizing RIN Data for the purposes of RIN generation and that, as between Subscriber and EV RANGE, EV RANGE has the exclusive right to use the RIN Data for the purpose of RIN generation.

11.6 NOTICES. Other than the notices required in Sections 11.5 and 11.6, any notice required or permitted by this Agreement will be sent (a) if by EV RANGE, via electronic mail to the address indicated by Subscriber in Subscriber’s EVR Services account; or (b) if by Subscriber, via electronic mail to notices@evrange.com.

11.7 SEVERABILITY. If any court of competent jurisdiction finds that any provision of this Agreement, or compliance with any provision of this Agreement, is unlawful or unenforceable, then that provision will be deemed modified as necessary to make it lawful and enforceable. If such modification is not possible consistent with the parties’ original intent, that provision will be severed from this Agreement’s remaining provisions, that will remain binding..

11.8 ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of EV RANGE. In the event of any purported assignment in breach of this Section, EV RANGE will be entitled, at its sole discretion, to terminate this Agreement upon written notice given to Subscriber. EV RANGE may assign its rights and obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

11.9 NO AGENCY OR PARTNERSHIP. EV RANGE, in the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement, EV RANGE will maintain complete control over its employees, its subcontractors and its operations. No partnership, joint venture or agency relationship is intended by EV RANGE and Subscriber to be created by this Agreement. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether expressed or implied, or to bind the other Party in any respect whatsoever.

11.10 ENTIRE AGREEMENT. This Agreement (including the attached Exhibits) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces all previous and contemporaneous agreements, negotiations, commitments, understandings, representations and writings, including any purchase orders or other documents issued by Subscriber. Notwithstanding any language to the contrary therein, no terms or conditions stated in any other documentation will be incorporated into or form any part of this Agreement, and all such purported terms and conditions will be null and void.

11.11 THIRD PARTY RESOURCES. The EVR Services may include hyperlinks to other websites or resources. EV RANGE has no control over any web sites or resources that are provided by entities other than EV RANGE. Subscriber acknowledges and agrees that EV RANGE is not responsible for the availability of any such web sites or resources, EV RANGE does not endorse any advertising, products or other materials on or available from such web sites or resources, and EV RANGE is not liable for any loss or damage that may be incurred by Subscriber as a result of any reliance placed by Subscriber on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources.

EXHIBIT 1

Subscription Plan and Billing Terms

Notwithstanding anything to the contrary in the Agreement Exhibit sets forth the terms and conditions pursuant to which EV RANGE may charge fees and other costs to Subscriber, and Subscribers may charge fees and costs to Users, for the use of Subscriber’s Charging Stations by Users.

1. DEFINITIONS. The following additional defined terms will apply:

1.1 SUBSCRIBER FEES TO USERS means the fees charged to Users by the Subscriber

1.1.1 Pricing Plan means the fees charged by Subscriber to its Users for Charging Sessions. Subscribers set the Pricing Plan in the EVR Platform.

Charging Session means the period of time during which a User uses Subscriber’s Charging Station to charge his or her electric vehicle for a continuous period of time not less than two (2) minutes commencing when a User has accessed such Charging Station and ending when such User has terminated such access.

1.1.2 Charging Session Fees means the fees paid by the Users collected by EV Range on behalf of Subscriber for Charging Sessions.

1.1.3 Charging Session Refunds means any Charging Session Fees that are refunded to Users for any reason determined by EV Range to be valid or in the interest of business operations due to, but not limited to, a User being charged in error.

1.2 EV RANGE FEES to Subscriber means the fees charged by EV Range to Subscriber. By way of illustration, and not limitation, the EV Range Fees are currently as follows

1.2.1 Base Subscription Fee – An annual fee per Charging Station commencing on the Effective Date

1.2.2 Session Fee – a flat fee charged by EV Range to Subscriber for each Charging Session

1.2.3 Payment Module Percentage Fee - a fee equal to a fixed percentage of Subscriber’s Charging Session Fees

1.2.4 Third Party Connectivity Fees – fee associated with the cellular internet connectivity for the Charging Stations.

1.2.5 Fee Schedule – The fee schedule provided in Section 3 below.

1.2.6 Token Fee – fee per use of authorization tokens that are managed by the Subscriber within the EV Range Platform to bypass, waive or discount Charging Session Fees per Charging Session.

1.3 Net Charging Session Fees means the total amount of Charging Session Fees collected on behalf of the Subscriber by EV RANGE, less EV RANGE FEES, Charging Session Refunds and Taxes, if any, required by law to be collected by EV RANGE from Users in connection with the use of Charging Stations. Except as required by law, Subscriber will be responsible for the payment of all Taxes incurred in connection with use of Subscriber’s Charging Stations

2. INITIAL TERM. The initial term for this Agreement is five years from the Effective Date.

3. FEE SCHEDULE:

Per quote or plan selected upon signup.

4. BILLING SERVICE FOR CHARGING STATIONS.

4.1 CHARGING SESSION FEES - Subscriber will have sole authority to determine and set Charging Session Fees. Subscriber will be solely responsible for setting the Pricing Plan and the Charging Session Fees in compliance with all applicable laws and regulations (including without limitation any restriction on Subscriber’s use of per kWh pricing). Subscriber acknowledges that EV RANGE is not responsible for informing Subscriber of applicable laws or changes thereto, and EV RANGE will not be liable to Subscriber or any third party for any alleged or actual failure of Subscriber to comply with such applicable laws and regulations.

4.2 DEDUCTIONS FROM CHARGING SESSION FEES. In exchange for EV RANGE collecting Charging Session Fees on behalf of the Subscriber, the Subscriber hereby authorizes EV RANGE to deduct from all Session Fees collected: (i) EV RANGE FEES and (ii) to the extent required by Section 3, applicable Taxes.

4.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. EV RANGE will remit Net Session Fees to Subscriber, not less than monthly, provided that the amount due to Subscriber hereunder is at least fifty U.S. dollars (50). Notwithstanding, the foregoing, EV RANGE will remit any unpaid Net Session Fees, regardless of the amount, to Subscriber at least annually and within thirty (30) days of the expiration or termination of this Agreement. All payments will be made by electronic payment. In order to facilitate such payments, Subscriber agrees to maintain Subscriber’s current bank or credit card information, into Subscriber’s EVR Services (customer facing portal), to enable electronic remittance of the Net Session Fees. If the Subscriber requests payment in a manner other than electronic payment (e.g., check or wire transfer), Subscriber agrees to bear the reasonable costs related to such request.

5. TAXES. If applicable, Subscriber is responsible for setting pricing on a Tax-inclusive basis. EV RANGE is not responsible for remittance of any Taxes on behalf of Subscriber and Subscriber will be responsible to report and remit any and all applicable Taxes assessable based on Charging Sessions whether state, federal, provincial or otherwise; provided that EV RANGE is solely responsible for all Taxes assessable based on EV RANGE’s income, property and employees. Where EV RANGE is required by law to collect and/or remit the Taxes for which Subscriber is responsible, the appropriate amount will be invoiced to Subscriber and deducted by EV RANGE from Session Fees, unless Subscriber has otherwise provided EV RANGE with a valid tax or regulatory exemption certificate or authorization from the appropriate taxing or regulatory authority.