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3 January 2024
<br />4.8 Customer shall be financially responsible for all other
<br />fees charged by regulatory bodies in connection with the use of
<br />EV Cloud Subscription Service (including but not limited to fees
<br />that must be charged to Drivers, permit fees, and customs fees)
<br />(“Compliance Costs”).
<br />4.9 Any Taxes or Compliance Costs paid directly by
<br />Customer shall not be considered a part of, a deduction from, or
<br />an offset against, payments due to Company hereunder.
<br />4.10 Company may immediately deactivate the EV Cloud
<br />Subscription Service in the event full payment for invoices
<br />issued have not been received by Company within thirty (30)
<br />days after the mailing date of the invoice. In the event this
<br />Agreement is not terminated pursuant to Section 5, Customer
<br />may reactivate the EV Cloud Subscription Service upon payment
<br />of all outstanding invoices and a reactivation fee of $250.
<br />4.11 In addition to the Commission Fees and Transaction
<br />Fees, where allowed by law, Company shall be entitled to any
<br />credits, benefits, rebates, refunds, or other intangible incentives,
<br />resulting from Customer’s use of its electric vehicle service
<br />equipment, which is facilitated by the EV Cloud Subscription
<br />Service.
<br />4.12 Customer acknowledges and agrees that Company may
<br />from time-to-time, without notice to Customer, charge an access
<br />fee to Drivers. Upon receipt of each Driver’s consent to the
<br />access fee, such access fees shall be charged directly to Drivers.
<br />Any access fees charged by Company to Drivers shall not be
<br />incorporated into the Base Session Fee or reported to Customer.
<br />
<br />5. TERM AND TERMINATION
<br />5.1 Subject to earlier termination as provided below, this
<br />Agreement is for the Initial Service Term as specified in the
<br />Sales Order, and shall be automatically renewed for additional
<br />periods of the same duration as the Initial Service Term
<br />(collectively, the “Term”), unless either party requests
<br />termination at least thirty (30) days prior to the end of the then-
<br />current term.
<br />5.2 Customer may terminate this Agreement in the event
<br />Company (i) fails to complete the Initial Commissioning within
<br />ten (10) business days’ after written notice of the applicable
<br />electric vehicle service equipment’s availability for the Initial
<br />Commissioning, (ii) is unable to cure a breach of Exhibit B
<br />within five (5) business day of notice, or (iii) becomes the subject
<br />of a petition in bankruptcy or any other proceeding related to
<br />insolvency, receivership, liquidation or an assignment for the
<br />benefit of creditors. Upon such termination, to the extent
<br />applicable, Customer shall remain obligated to pay in-full for the
<br />EV Cloud Subscription Service up to and including the last day
<br />on which the EV Cloud Subscription Service is provided. In the
<br />event Customer paid any Fees in advance, Customer shall be
<br />entitled to a refund of any prepaid, unused fees for the EV Cloud
<br />Subscription Service and Initial Commissioning.
<br />5.3 Company may terminate this Agreement for
<br />convenience with thirty (30) days’ notice. Upon such
<br />termination, Customer shall remain obligated to pay in full for
<br />the EV Cloud Subscription Service up to and including the last
<br />day on which the EV Cloud Subscription Service is provided. In
<br />the event Customer paid any Fees in advance, Customer shall be
<br />entitled to a refund of any prepaid, unused fees for the EV Cloud
<br />Subscription Service.
<br />5.4 Company may terminate this Agreement in the event
<br />Customer fails to cure its breach of Section 2.3 within thirty (30)
<br />days of its written notice. In the event of such termination prior
<br />to the Initial Commissioning, Company shall be entitled to the
<br />Initial Commissioning Fee.
<br />5.5 Either party may also terminate this Agreement upon
<br />thirty (30) days’ notice. Where this Agreement is terminated for
<br />any reason other than those contemplated under Sections 5.2, 5.3,
<br />or 7, in addition to any other remedies the parties may have,
<br />Customer shall remain obligated to pay all Fees required under
<br />the Initial Term (or in the event of a renewal, the Term).
<br />5.6 All sections of this Agreement which by their nature
<br />should survive termination will survive termination, including,
<br />without limitation, accrued rights to payment, confidentiality
<br />obligations, warranty disclaimers, and limitations of liability.
<br />6. WARRANTY AND DISCLAIMER
<br />Company shall use reasonable efforts consistent with
<br />prevailing industry standards to maintain the EV Cloud
<br />Subscription Service in a manner which minimizes errors and
<br />interruptions in the EV Cloud Subscription Service and shall
<br />perform the Implementation Services in a professional and
<br />workmanlike manner. EV Cloud Subscription Service may be
<br />temporarily unavailable for scheduled maintenance or for
<br />unscheduled emergency maintenance, either by Company or by
<br />third-party providers, or because of other causes beyond
<br />Company’s reasonable control, including but not limited to
<br />cellular, data network or equipment failures, but Company shall
<br />use reasonable efforts to provide advance notice in writing or by
<br />e-mail of any scheduled service disruption. HOWEVER,
<br />COMPANY DOES NOT WARRANT THAT THE EV CLOUD
<br />SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED OR
<br />ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS
<br />TO THE RESULTS THAT MAY BE OBTAINED FROM USE
<br />OF THE EV CLOUD SUBSCRIPTION SERVICE. EXCEPT
<br />AS EXPRESSLY SET FORTH IN THIS SECTION, THE EV
<br />CLOUD SUBSCRIPTION SERVICE AND
<br />IMPLEMENTATION SERVICES ARE PROVIDED “AS IS”
<br />AND COMPANY DISCLAIMS ALL WARRANTIES,
<br />EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
<br />TO, IMPLIED WARRANTIES OF MERCHANTABILITY
<br />AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
<br />INFRINGEMENT.
<br />
<br />
<br />7. INDEMNITY
<br />Company shall hold Customer harmless from liability to
<br />third parties resulting from infringement by the Service of any
<br />Docusign Envelope ID: 17376B40-F266-4EAA-9C62-48006BF43380
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