ChargeLab Partner Agreement

Last Updated: May 25, 2021

Upon registering for ChargeLab’s Partner Program on https://partnerstack.com/, this Partner Agreement (the “Agreement”) is hereby made and entered into between your organization (“Partner”) and ChargeLab Inc., a corporation having a US mailing address at 1049 El Monte Ave, Suite C #592, Mountain View, CA 94040 and a Canadian mailing address at 2967 Dundas St. W. #872, Toronto, ON M6P 1Z2 (“ChargeLab”). Partner and ChargeLab may be referred to herein each as a “Party” and collectively as the “Parties”.

1. Definitions

The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement.

1.1.

“Customer” means any entity that purchases Products & Services for its own internal use.

1.2.

"Documentation" means any user documentation, on any media, provided by ChargeLab for use with the Products & Services.

1.3.

"End User" means end users of electric vehicle charging stations owned or managed by Partner or a Customer.

1.4.

“Partner Portal” means the online repository maintained by ChargeLab where Partner may retrieve documentation, retrieve information, and register deals with ChargeLab, currently hosted at https://partnerstack.com/

1.5.

"Products" mean electric vehicle charging stations (“EVCS”) and their accessories, including Level 2 charging stations (“Level 2 EVCS”), DC fast charging stations (“DCFC”), and accessories including but not limited to pedestals, cable management systems, parking signs, and bollards.

1.6.

“Products & Services” means any combination of Products and/or Services as defined herein.

1.7.

“Services” mean the connection and administration of EVCS using ChargeLab’s software, including one-time provisioning of EVCS on ChargeLab’s servers and ongoing services rendered by ChargeLab to Customers and End Users.

1.8.

"Territory" means the United States and Canada. 

2. Appointment of Partner

2.1.

Authorization and Appointment. ChargeLab hereby authorizes and appoints Partner as a non-exclusive Partner to purchase Products & Services from ChargeLab and to market, sell, or incorporate for resale ChargeLab Products & Services to Customers in the Territory. Partner accepts the appointment.

2.2.

Restrictions on Appointment. Partner's authorization from ChargeLab to resell ChargeLab Products & Services is limited to the Territory. Additional sales locations must be pre-approved by ChargeLab.

2.3.

Revision of Authorization. ChargeLab reserves the right to revise the list of Products & Services at any time during the term of this Agreement.

3. Products, Services, Price and Payments

3.1.

Products & Services. ChargeLab will maintain up-to-date lists of Products & Services and corresponding collateral (“Product Sheets”) on the Partner Portal. Partner may share ChargeLab Product Sheets with its Customers for the purpose of marketing and selling the Products & Services.

3.2.

Selling Prices. In the Product Sheets, ChargeLab specifies suggested retail prices (“Selling Prices”). While ChargeLab provides recommended Selling Prices, Partner may choose its own resale prices to Customers.

3.3.

Advertised Prices. While Partner may invoice its Customers any price for the Products & Services, Partner shall not publicly advertise any prices lower than the Selling Prices. This includes posting on any website, printed collateral, or other material available to the general public. Partner is free to publicly advertise the Selling Prices.

3.4.

Partner Discounts. By entering and adhering to this Agreement, Partner will be eligible to receive discounts off of the Selling Prices specified in Product Sheets. Partner Discounts are confidential and shall not be shared with Customers or End Users.

3.5.

Revision of Prices. ChargeLab reserves the right to revise Selling Prices and Partner Discounts from time to time. The Product Sheets on the Partner Portal will be updated to reflect any Selling Price change. ChargeLab suggests Partner frequently checks the Partner Portal for updated Price Lists. Partner will be informed directly of any changes to Partner Discount rates.

3.6.

Payment Processing. Partner may bill its Customers directly for Products & Services or ChargeLab may bill Partner’s Customers on Partner’s behalf (especially for Services). In the case that Partner bills its Customers directly, ChargeLab will invoice Partner for Products & Services. All invoices shall be paid within thirty (30) days of the date of the invoice. In the case that ChargeLab bills Partner’s Customers, ChargeLab will remit to Partner the difference between the amount paid by the Customer and the Partner’s discounted rate for the respective Products & Services.

3.7.

Currency. All payments shall be made in the currency specified on ChargeLab’s invoices.

4. Confidentiality; Proprietary Rights

4.1.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of ChargeLab includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to ChargeLab to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2.

Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. ChargeLab shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

4.3.

Notwithstanding anything to the contrary, ChargeLab shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and ChargeLab will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other ChargeLab offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein

5. Orders

5.1.

Product Orders. All orders for Products submitted by Partner shall be sent to ChargeLab using the Partner Portal (“Purchase Orders”). Purchase Orders shall contain: (a) description and SKU for each Product requested; (b) quantity requested; (c) unit price; (d) total price; (e) payment arrangements; and (f) Partner’s preferred delivery date.

5.2.

Service Orders. All orders for Services submitted by Partner shall be made as a completed ChargeLab Services Order Form (“Services Order Form”). A Services Order Form template will be provided by ChargeLab to Partner and may be updated from time to time.

5.3.

Acceptance. ChargeLab shall, within seven (7) business days of receipt of a Purchase Order or Services Order Form from Partner email to confirm acceptance or rejection of the respective order. Any orders not rejected within seven (7) business days shall be deemed accepted.

5.4.

Shipping. All Prices in the Price Lists do not include shipping to Partner or its Customers. ChargeLab will provide Partner with shipping costs upon request or after the receipt of Purchase Orders and/or Services Order Forms.

5.5.

Cancellation. Partner has the right to cancel any order without liability to ChargeLab upon written consent by ChargeLab. ChargeLab reserves the right to refuse any cancellation request, in which case Partner shall remain liable for the balance of the order in question and ChargeLab shall remain liable to deliver the Products & Services.

6. Partner Responsibility

6.1.

Marketing. Partner shall use its best efforts to market, advertise, and otherwise promote and sell the Products & Services in the Territory.

6.2.

Employee Training. Partner shall ensure that any of its employees who are responsible for the marketing, sales, and technical support of the Products & Services have proper skill, training and background to perform such functions in a professional manner.

6.3.

Customer Terms and Conditions. Partner shall use reasonable efforts to ensure each Customer has read and agreed to the Terms and Conditions for ChargeLab Services posted at https://www.chargelab.co/terms-and-conditions/us-services (for US Customers) or https://www.chargelab.co/terms-and-conditions/ca-services (for Canadian Customers).

7. Confidentiality; Proprietary Rights; Trademark

7.1.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of ChargeLab includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Partner includes non-public data provided by Partner. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

7.2.

Ownership of Customer Data shall be assigned by respective Services Order Forms, including in the case Partner acts as a Customer. Ownership of End User Data shall be assigned by respective End User License Agreements. ChargeLab shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

7.3.

Notwithstanding anything to the contrary, ChargeLab shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data, End User Data and data derived therefrom), and ChargeLab will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other ChargeLab offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

7.4.

Partner may, whether in connection with its own trademarks, use the then current Product & Service names, logos and other marks ("Marks") on the Products & Services and all marketing and promotional material therefore as authorized by ChargeLab for all proper purposes in the performance of Partner's duties hereunder. Partner's use of such Marks shall be in accordance with ChargeLab' policies in effect from time to time, including, but not limited to, trademark usage and advertising policies. Partner shall have no claim or right in such Marks and Partner shall not make any claim or contest the use of any such Mark authorized by ChargeLab. Except as expressly authorized in writing by ChargeLab, Partner shall not file or attempt to register any Mark or any mark confusingly similar thereto.

8. Term and Termination

8.1.

Term. This Agreement shall commence on the date Partner registers on the Partner Portal (the “Effective Date”) and will remain in full force and effect so long as Partner remains registered on the Partner Portal.

8.2.

Termination without Cause. Either party may terminate this Agreement without cause upon sixty (60) days prior written notice to the other party.

8.3.

Termination for Cause. Either party may terminate this Agreement, effective immediately upon written notice to the other party if: (a) the other party materially breaches any term of this Agreement and fails to cure such breach, which is a curable breach, within thirty (30) days after receipt of the non-breaching party's written notice of such breach; (b) the other party materially breaches any term of this Agreement which is not capable of cure; (c) the other party dissolves, becomes insolvent or makes a general assignment for the benefit of its creditors; (d) a voluntary or involuntary petition or proceeding is commenced by or against the other party under federal, state or foreign bankruptcy laws; or (e) the other party becomes insolvent, is unable to pay its debts as they become due or ceases to conduct business in the normal course. Termination of this Agreement under this Section will be without prejudice to any other remedy which may be available to a party under applicable law.

8.4.

Effects of Termination. Upon any termination or expiration of this Agreement: (a) Partner shall cease to be an authorized Partner and all rights and licenses granted to Partner hereunder shall cease; (b) Partner shall immediately: (i) cease all distribution of the Products & Services; (ii) discontinue any use of the Marks; and (iii) cease to promote, solicit or procure orders for the Products & Services.

8.5.

Continuing Obligations. The termination of this Agreement shall not release Partner from the obligation to pay any sum that Partner may then owe to ChargeLab, or from the obligation to perform any other duty or to discharge any other liability incurred by Partner prior thereto. The termination of this Agreement shall not release ChargeLab from the warranties in this Agreement.

9. Indemnification

9.1.

Indemnity. Partner and ChargeLab shall indemnify and hold each other harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which either party incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by the other party under this Agreement.

9.2.

Conditions to Indemnity. Each party’s obligations under this Section are contingent upon: (a) the other party promptly giving written notice of any claim to the defending party; (b) at the defending party’s expense, the other party provides reasonable assistance which the defending party may reasonably request for the defense of the claim; and (c) Defending party has the right to control the defense or settlement of the claim, provided, however, that the other party shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

10. Intellectual Property Infringement

10.1.

Indemnity. ChargeLab agrees to hold Partner harmless from and indemnify all liability for infringement of any patent, copyright or trademark rights or other intellectual property rights of third parties which result from the sale of Services. ChargeLab agrees to defend Partner in such infringement suit or any Services liability suit resulting from the use or sale of Services, including but not limited to, out of court settlements, court costs, reasonable attorney's fees or any money judgment awarded at the conclusion of such suits subject to the understanding that ChargeLab shall have exclusive control over the defense and/or settlement of such suits.

10.2.

ChargeLab's obligations under this Section are contingent upon Partner (a) giving prompt written notice to ChargeLab of any such claim; (b) allowing ChargeLab to control the defense and any related settlement of any such claim; and (c) furnishing ChargeLab with reasonable assistance in the defense of any such claim, so long as ChargeLab pays Partner's reasonable out-of-pocket expenses.

10.3.

Limitations of Indemnity. ChargeLab shall have no obligation under this Agreement for any claim of infringement or misappropriation to the extent that it results from (a) modifications to the Services made other than by ChargeLab; (b) failure of Partner to use updated or modified Services provided by ChargeLab to avoid a claim of infringement or misappropriation; (c) compliance by ChargeLab with designs, plans or specifications furnished by or on behalf of Partner; or (d) any tampering with Services source code by non-ChargeLab personnel.

10.4.

THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND THE EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

11. Warranty and Disclaimer

ChargeLab makes no warranty for the Products but shall pass through any applicable manufacturer’s warranty to Partner and/or its Customers. ChargeLab shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ChargeLab or by third-party providers, or because of other causes beyond ChargeLab’s reasonable control, but ChargeLab shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, CHARGELAB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND CHARGELAB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind ChargeLab in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. In the United States, this Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. In Canada, this Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions.  A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due an event of force majeure. Each party shall be responsible for: (a) complying with all export restrictions, laws and regulations; (b) securing all permits and other licenses necessary to carry out its obligations under this Agreement; and (c) paying all tariffs, duties and the like, associated with its export of any goods or the use of any information in connection with the Products & Services.