Supplementary Terms and Conditions for Charger-as-a-Service

Canada version. Last updated: October 5, 2021

These Supplementary Terms and Conditions will apply to the CaaS Services subscribed to by Customer as described in an Order Form or the Dashboard, as applicable, and EVCS supplied under CaaS Services (“CaaS EVCS”) and will be incorporated into, and form part of, the Agreement. Capitalized terms not otherwise defined in these Supplementary Terms and Conditions will have the meanings ascribed to such terms in the ChargeLab Network Services Agreement, the applicable Order Form, or the Dashboard.

1. CaaS Services and Support

1.1.

Subject to the terms of this Agreement, ChargeLab will use commercially reasonable efforts to provide electric vehicle charging services to End Users selected by Customer. In order to provide electric vehicle charging services to End Users, ChargeLab will install CaaS EVCS at the Sites, connect the CaaS EVCS to ChargeLab’s charging station management system (“CSMS”), provide End User interfaces for payments and CaaS EVCS interaction, operate the CaaS EVCS 24/7, and maintain the CaaS EVCS, each of these being defined herein as a “CaaS Service” and collectively “CaaS Services”.

1.2.

For the Term of the Agreement or such other duration specified in the Order Form or the Dashboard, ChargeLab will own and operate the CaaS EVCS installed at the Sites, taking full responsibility for keeping the CaaS EVCS functional in order to provide the CaaS Services. In addition to selecting the Sites and number of CaaS EVCS to be installed, Customer will also be entitled to determine the CaaS EVCS usage fees to be billed to End Users (if any) and which End Users may use the CaaS EVCS at all (for example the general public, Customer employees only, a private group of users, or any other restricted set of End Users that Customer wishes to provide electric vehicle charging services to).

1.3.

ChargeLab will install, own, and operate Level 2 EVCS and/or DCFC at the Sites as CaaS EVCS as specified inthe Order Form or Dashboard in accordance with the following terms and conditions:

1.3.1.

Site preparation: after signing the Order Form or ordering the CaaS EVCS from the Dashboard, Customer will confirm with ChargeLab which parking spaces will be equipped with CaaS EVCS (the “Designated Parking Spaces”). Customer will be responsible for preparing the Site, and ChargeLab’s provision of the installations will be conditional upon completion of Site Preparation before ChargeLab schedules and performs the installation of CaaS EVCS. “Site Preparation” includes obtaining any required building permits, performing any electrical service upgrades, installing circuit breakers, running conduit to the Designated Parking Spaces, running adequate wiring to the Designated Parking Spaces, installing WiFi modems or cellular signal repeaters, pouring concrete bases for pedestals, and any other make-ready work needed to prepare each individual Designated Parking Space for the specified CaaS EVCS that will be installed. Site Preparation may be performed by a ChargeLab install partner orby a third party contractor hired by Customer. In either case, all Site Preparation work will be governed by a separate agreement and not this Agreement.

1.3.2.

Installation: After Customer completes Site Preparation and notifies ChargeLab, ChargeLab will promptly schedule and perform the installation of CaaS EVCS at the Designated Parking Spaces. For the purposes of these Supplementary Terms and Conditions, “Installation” includes the connection of CaaS EVCS to pre-installed wiring, the mounting of wall-mounted CaaS EVCS on a wall adjacent to the Designated Parking Space or attachment of pedestal-mounted CaaS EVCS to a correctly formed concrete base, the initial powering up of CaaS EVCS, and the initial connection of CaaS EVCS to ChargeLab’s CSMS. If ChargeLab attempts to install the CaaS EVCS but is unable to do so because the Site Preparation has not been completed in accordance withChargeLab’s guidelines, Customer will be given the option to pay the full cost of any portion of the Site Preparation that is completed by ChargeLab or are-dispatch fee of $500 per Site plus applicable taxes.

1.3.3.

Maintenance of CaaS EVCS: ChargeLab will ensure that the CaaS EVCS function in the manner required to provide the CaaS Services, including by remotely monitoring the CaaS EVCS; promptly resolving any CaaS EVCS issues which can be resolved remotely; dispatching a qualified technician to the Site in the case of an issue that cannot be resolved remotely; coordinating and covering all parts and labor costs needed to resolve any CaaS EVCS issues, including on-site repair, reconfiguration, or replacement of CaaS EVCS; and repairing damages caused by End User accidents, vandalism, or heavy usage (except in cases of repeated vandalism where Customer does not take steps to improve security at the Site). Customer will not directly or indirectly service, repair, modify, or reconfigure any CaaS EVCS. ChargeLab will not service, repair, modify, or reconfigure any equipment other than the CaaS EVCS, including electrical infrastructure, WiFi modems, cellular signal repeaters, signs and other parking space fixtures, or the paint applied to parking spaces, walls, or other surfaces.

1.4.

ChargeLab will provide ongoing Network Services for the CaaS EVCS installed at the Sites in accordance with the following terms and conditions:

1.4.1.

Included in all Fees for theCaaS Services are a full subscription to ChargeLab’s Network Services.

1.4.2.

All references to the CaaS Services in these Supplementary Terms and Conditions will be deemed to include the ChargeLab Network Services described in the Order Form, the Dashboard, or the ChargeLab Network Services Agreement.

2. Restrictions and Responsibilities

2.1.

Customer will provide ChargeLab, its maintenance technicians, and other third party affiliates ofChargeLab reasonable access to any Site as needed to fulfill ChargeLab’s obligations to maintain the CaaS Services set out in Section 1.3.3 of these Supplementary Terms and Conditions. This includes, but is not limited to, access to restricted parking areas where CaaS EVCS are located, access to electrical rooms, and access to other areas of the Site(s) as needed.

2.2.

Customer agrees to keep the area in which CaaS EVCS are installed clean, safe, and orderly, to at least the same standard Customer uses to maintain the remainder of theSites.

2.3.

Customer will promptly notifyChargeLab of any suspected abnormal behavior or issues with any CaaS EVCS as soon as Customer becomes aware of the issue.

3. Access on Termination and Status of CaaS Equipment

3.1.

Upon termination of the Agreement, these Supplementary Terms or the CaaS Services, Customer hereby grants ChargeLab permission to access the Sites for the purpose of removing the CaaS EVCS. While the CaaS Services may terminate immediately on the expiration of this Agreement, Customer will grant ChargeLab a ninety (90) day grace period to remove the CaaS EVCS and will not attempt to remove the CaaS EVCS themselves, except with direct written consent from ChargeLab.

3.2.

Under no condition will these Supplemental Terms and Conditions, the Order Form, or the Dashboard be construed or interpreted as an equipment lease or financing agreement. ChargeLab will remain the sole owner of all CaaS EVCS equipment provided in connection with these Supplemental Terms and Conditions even after the termination of the CaaS Services. Customer will only become the owner of the CaaS EVCS equipment in question through a separate buyout agreement that must be signed by both Parties at least ninety (90) days prior to the end of the then-current term of thisAgreement. Customer will not and will not permit any levy, lien, security interest, hypothec, pledge or encumbrance to attach to the CaaS EVCS.