Ownership Program Terms

These are the standard terms of the EV Initiative Ownership Program, published as the form of the Ownership Program Agreement each buyer signs with EV Initiative, Inc. A buyer's own agreement, with its Schedule A completed and signed by both parties, is the contract. Before anyone signs or pays anything, EV Initiative gives them the federal business opportunity disclosure and the agreement at least seven calendar days ahead, and the buyer has three business days after the agreement is signed to cancel for a full refund. EV Initiative cannot predict or guarantee how any location will perform. Nothing on this page is a projection of what a charger will earn.

This Ownership Program Agreement (this "Agreement") is made between EV Initiative, Inc., a California corporation whose address is 2108 N St, Suite #4103, Sacramento, CA 95816 ("EV Initiative," "EVI," "we," "us"), and the purchaser named in Schedule A (the "Owner," "you"). It takes effect on the date of the last signature below (the "Signature Date").

The agreement in brief. You buy EV chargers from EV Initiative and you own them. EV Initiative found the site, holds the agreement with it, installs your chargers there (or has already installed them) and runs them on the EVI Charging Network: drivers, pricing, payments, monitoring, support and the site relationship. From each paid session, card processing comes off first, then the site's electricity. EV Initiative keeps its connection fee where one applies and 15% of what remains. You receive the rest, paid to your own Stripe account. As the owner, you pay the costs of keeping your chargers running in the real world: data, repairs, parts and upgrades. EV Initiative cannot predict or guarantee how a location will perform. Your chargers may earn less than you expect, or nothing, and you could lose what you paid. You receive a federal disclosure at least 7 days before you sign, and you have three business days after signing to cancel for a full refund.

Each section starts with a short summary to help you read it. The full text of each section governs.

1. How this Agreement works

In short: This Agreement and its schedules set the deal for your chargers. Our published terms fill in how payouts work.

1.1 Parts. This Agreement consists of these terms, Schedule A (Key Terms), Schedule B (Bill of Sale and Launch Acknowledgment), Schedule C (Operating Cost Rate Card), Schedule D (Federal Disclosure Record) and any Expansion Offer the Owner accepts under Section 11.

1.2 Published terms that form part of it. The Terms of Service (evinitiative.com/platform-terms), the Payout Terms (evinitiative.com/payout-terms), the Privacy Policy and the AI Assistant Terms form part of this Agreement, in their current versions and as later changed under their own change provisions. For the Payout Terms, this Agreement is the program term that sets what the Owner earns. The Host Program Terms do not apply to the Equipment. The Site Host Terms (evinitiative.com/site-host-terms) govern the electricity reimbursement EVI pays the Site Host, which Section 8 deducts.

1.3 Which document controls. If documents conflict, they apply in this order: (a) a Schedule or an accepted Expansion Offer, on the matter it addresses; (b) the body of this Agreement; (c) the Payout Terms; and (d) the Terms of Service. A change to published terms never changes the Platform Fee percentage, the order of deductions in Section 8.2, the Owner's first right in Section 11 or the Buyout Price in Section 13. Those change only by a signed amendment.

1.4 Definitions. Capitalized terms this Agreement does not define have the meanings given in the Terms of Service, the Payout Terms or the Site Host Terms. In this Agreement:

• "Connection Fee" means the fixed fee per paid Session that EVI may charge drivers at a charger. EVI sets it for each charger, shows it to drivers before they start a Session and keeps all of it.
• "Equipment" means the EV chargers and their removable components described in Schedule A and identified by serial number in Schedule B, including replacements the Owner pays for and chargers the Owner buys under Section 11. Conduit, wiring and other electrical infrastructure at the Site are not Equipment.
• "Equipment Launch Date" means, for each unit of Equipment, the date EVI approves it to launch on the Network, as the Platform records it and Schedule B shows.
• "EVI Charging Network" or "Network" means the EV charging network EVI operates, including the Platform, charger connectivity, payments and payouts, monitoring and driver support.
• "Owner Initial Term" means the period that ends when Schedule A states.
• "Session" means a charging session at the Equipment that the Network authorizes, meters and settles.
• "Site" means the location in Schedule A where the Equipment is installed, or a replacement location under Section 14.
• "Site Host" means the party that provides the Site's parking and electricity under the Site Host Agreement.
• "Site Host Agreement" means EVI's agreement with the Site Host for the Site.
• "Transfer Date" means, for each unit of Equipment, the date title to it passes to the Owner under Section 4.3.

2. What the Owner is buying

In short: You are buying specific chargers and hiring EV Initiative to run them. You are not buying a share of EV Initiative, of the site or of anyone else's chargers.

2.1 Equipment and operations. This Agreement is a sale of specific, identified Equipment to the Owner, together with the Owner's appointment of EVI to install and operate that Equipment. It is not a loan, a deposit, a partnership, a joint venture, or an interest in EVI, the Site, the Site Host Agreement or any other charger.

2.2 No pooling. The Owner's payouts come only from Sessions at the Owner's own Equipment. They are never combined with revenue from other chargers or other owners.

2.3 The Owner's decisions. As owner, the Owner decides whether to approve repairs above the Approval Threshold, whether to fund upgrades, whether to take up an Expansion Offer, whether to continue when the Site Host Agreement renews, whether to sell the Equipment, and what happens to the Equipment if it leaves the Site. EVI makes the day-to-day operating decisions as the Owner's operator.

2.4 EVI's role in the opportunity. The Owner acknowledges that EVI found, qualified and contracted the Site, and that the Site Host Agreement, the relationship with the Site Host, the driver relationships and the Network belong to EVI. The Owner buys the Equipment and the right to have EVI operate it at the Site under this Agreement.

2.5 No advice. EVI is not the Owner's financial, investment, tax or legal adviser and owes the Owner no fiduciary duty. The Owner made its own decision to buy, with whatever advice it chose to obtain.

3. No guarantee, disclosures and your right to cancel

In short: EV Initiative cannot predict or guarantee how a location will perform, and it makes no earnings claim. You get the federal disclosure at least 7 days before you sign, and three business days after signing to cancel.

3.1 No guarantee and no earnings claim. EVI cannot predict or guarantee the performance of any location or of the Equipment. EVI makes no promise or projection of usage, Sessions, energy, revenue, payouts, return on the Purchase Price, payback period or the value of the Equipment at any time. EVI does not state or imply that the Owner will, is likely to, or can earn any specific level of sales, income or profit, or more than the Purchase Price, and no one is authorized to say otherwise for EVI. General industry information the Owner may have seen from any source is not a projection of what the Equipment will earn.

Owner initials: ____________

3.2 Risks. Revenue depends on factors outside the control of both EVI and the Owner. They include driver demand and the pace of EV adoption; new chargers nearby, including other networks' chargers; driver prices and electricity rates; equipment faults, downtime, vandalism, theft and vehicle strikes; connectivity; the Site Host's decisions and circumstances, including a sale of the property, non-renewal, early termination or insolvency; changes in law, utility tariffs, incentives, connector standards and vehicle technology; and EVI's own business. Operating Costs can exceed the Owner's revenue in any period. The Equipment may have little or no resale value.

3.3 The Owner's position. The Owner confirms that it has read this Agreement and the published terms in Section 1.2, that it has had the chance to ask EVI questions and to take independent advice, that it can bear the loss of the entire Purchase Price, and that it is buying the Equipment for its own account. The Owner confirms that it received the disclosure document described in Section 3.4, and this Agreement with Schedule A completed, at least 7 calendar days before signing this Agreement or paying any part of the Purchase Price, on the dates recorded in Schedule D. An Owner who is an individual confirms that they are at least 18 years old.

3.4 Federal and state disclosures. Before the Owner signed, EVI gave the Owner its Disclosure of Important Information about Business Opportunity, in the form the Federal Trade Commission's Business Opportunity Rule (16 C.F.R. Part 437) requires. EVI delivered it as a separate document, as the Rule requires, and the copy the Owner signed on receipt is attached as Schedule D as the record of its delivery. Nothing in this Agreement disclaims, or asks the Owner to waive reliance on, any statement in that document. Where the California Seller Assisted Marketing Plan Act (California Civil Code Sections 1812.200 to 1812.221, the "California Act") applies to this purchase, EVI also gave the Owner the disclosures that Act requires, at the times it requires them. Where the law of the Owner's state requires another disclosure or an addendum, EVI provides it before the Owner signs, and it forms part of this Agreement.

3.5 What EVI does not promise. EVI does not promise to buy anything the Owner produces. EVI's right to buy the Equipment under Section 13 is an option EVI may choose to use in the situations listed there. It is not a promise to buy, and the Owner should not count on it.

3.6 Right to cancel. The Owner may cancel this Agreement for any reason within three business days after the Signature Date, which is the date on which both parties have signed it, by mailing or delivering written notice to EVI at its address in Schedule A, or by email to legal@evinitiative.com. Business days exclude Saturdays, Sundays and federal and California holidays. Within five business days after receiving the notice, EVI returns every amount the Owner has paid under this Agreement. EVI does not order the Equipment, or transfer Equipment it already operates, until the three business days have passed. The notice above the signatures sets out how to cancel.

3.7 Right to void under California law. Where the California Act applies to this purchase, the Owner may void this Agreement within one year after the Signature Date if EVI used an untrue or misleading statement in the sale, failed to give a disclosure that Act requires, or failed to meet the requirements that Act sets for this contract, and recover all sums paid, less the fair market value of anything the Owner keeps, as Civil Code Section 1812.215 provides. The Owner may also void this Agreement if the Equipment is not delivered to the Site within 30 days after the delivery date in Schedule A, unless the delay is beyond EVI's control, at any time before delivery or within 30 days after it. These rights add to the Owner's other rights.

4. Purchase of the Equipment

In short: You pay the set price, we order and install your chargers, and title passes to you. If your chargers cannot launch, you get a substitute site or your money back. If you buy chargers we already run, they pass to you in working order, and your share applies to sessions from the day they are yours.

4.1 Sale. EVI sells and the Owner buys the Equipment for the Purchase Price in Schedule A. The Purchase Price covers the Equipment, delivery, installation and commissioning at the Site, initial signage and setup on the Network, and anything else Schedule A lists. Sales or use tax applies on top unless Schedule A says the price includes it.

4.2 Payment.

(a) The Owner pays the Purchase Price as Schedule A sets out, by wire or ACH transfer. Unless Schedule A sets a deposit or Section 4.2(b) applies, the full Purchase Price is due on the Signature Date, and EVI orders the Equipment once it is paid and the cancellation period in Section 3.6 has passed.

(b) Where the California Act applies to this purchase, EVI receives no more than 20% of the Purchase Price before the Equipment is delivered to the Site. The Owner pays the rest by a separate payment to the independent escrow holder named in Schedule A. EVI cannot direct its release. The escrow holder releases it to EVI after the Owner notifies the escrow holder in writing that the Equipment has been delivered, which the Owner does within five business days after delivery. If the Owner cancels under Section 3.6, voids under Section 3.7 or is due a refund under Section 4.6, the escrow holder returns the escrowed amount to the Owner, and EVI signs any instruction the escrow holder needs.

4.3 Title. Title to each unit of Equipment passes to the Owner on the first day on which EVI has received the Purchase Price in full, the unit has been identified to this Agreement by serial number, and the cancellation period in Section 3.6 has ended. EVI confirms the transfer by signing the Bill of Sale in Schedule B. EVI warrants that it transfers good title, free of liens, security interests and other claims.

4.4 Risk of loss. EVI bears the risk of loss of or damage to each unit of Equipment until its Equipment Launch Date or, if later, its Transfer Date. From then the Owner bears it, subject to Sections 6.6 and 17.3.

4.5 Launch timing. EVI uses commercially reasonable efforts to launch the Equipment by the target date in Schedule A. Launch depends on permits, the utility, the Site Host and supply, so the target is an estimate.

4.6 If the Equipment cannot launch. If the Equipment has not launched within 12 months after the Signature Date, or if the Site Host Agreement ends before installation, EVI will offer the Owner a substitute site of comparable type in writing. If the Owner declines it, or EVI makes no offer within 60 days after the 12 months end or the Site Host Agreement ends, EVI refunds the Purchase Price paid, and any sales or use tax collected on it, within 30 days, and title to the Equipment returns to EVI. Apart from rights the law gives the Owner that cannot be waived, including under Section 3.7, this is the Owner's only remedy for a failure to launch.

4.7 Warranties.

(a) Manufacturer warranty. The manufacturer's warranty on the Equipment passes to the Owner to the extent it is transferable. EVI manages warranty claims as part of operations. Costs the manufacturer does not cover are Operating Costs.

(b) Installation. EVI requires the licensed contractor that installs the Equipment to warrant its workmanship for at least 12 months after it commissions each unit. EVI passes that warranty to the Owner and manages any claim under it at no cost to the Owner.

(c) Nothing else. Apart from Sections 4.3 and 4.8(d) and this Section 4.7, EVI gives no warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose, and no warranty of usage, revenue, availability or return.

4.8 Equipment already operating. EVI may deploy chargers at a Site, own and operate them, and sell them later. Where Schedule A shows that the Equipment is already installed and operating and owned by EVI, EVI sells it as installed and operating on the Transfer Date, and:

(a) Sections 4.5 and 4.6 do not apply;

(b) Operating Costs for work done before the Transfer Date are EVI's;

(c) whatever remains of the manufacturer's warranty and of the installer's workmanship warranty passes to the Owner under Section 4.7; and

(d) each unit is in working order on the Transfer Date and has completed a Session or passed a remote test in the 7 days before it, and EVI repairs at its own cost any fault that existed on the Transfer Date and that the Owner or the Network reports within 30 days after it.

5. EV Initiative as operator

In short: We run your chargers on the EVI Charging Network so you do not have to. Our side is the platform, the payments, the support and the site. Your side is the cost of the physical equipment.

5.1 Appointment. The Owner appoints EVI as the exclusive operator of the Equipment for the Operating Term. EVI operates the Equipment through the EVI Charging Network. For the Terms of Service, the Owner is the Host of its Equipment only for how Session funds and payouts flow and for taxes. The Owner has no premises at the Site, and this Agreement, not the Terms of Service, sets what the Owner decides and controls.

5.2 What EVI does. EVI's compensation for operating the Equipment is the Platform Fee and the Connection Fee. For that, EVI provides:

(a) connecting the Equipment to the Network and keeping its configuration and firmware current;

(b) setting driver prices under Section 7, and authorizing, metering and settling Sessions;

(c) driver support;

(d) continuous monitoring, alerts, remote diagnostics and remote commands such as resets;

(e) arranging maintenance, repairs, warranty claims, upgrades and replacements with qualified technicians;

(f) managing the relationship with the Site Host, including paying the Site's electricity reimbursement;

(g) an Owner login showing which of the Owner's chargers are online and the Sessions and energy delivered at each Site, with CSV exports;

(h) signage and listings in the driver app and public charging directories; and

(i) records, statements and payouts.

5.3 Service standard. EVI performs the operations professionally and in line with good industry practice. EVI aims to diagnose a fault remotely within one business day after the Network detects it, and to schedule a site visit promptly when one is needed. These are targets. Chargers are electrical equipment exposed to weather, vehicles and the public, and some downtime is unavoidable. EVI does not guarantee availability or uptime.

5.4 Exclusive operation. During the Operating Term, the Owner will not connect the Equipment to another network, change its configuration, or allow anyone other than EVI and its contractors to service it, except under Section 15.3. The Owner will not enter restricted areas of the Site or try to service the Equipment itself.

5.5 Contractors. EVI may use contractors to provide the services in Section 5.2 and stays responsible for those services. Each contractor is responsible for its own physical work on the Equipment, as Sections 4.7(b) and 17.1 describe.

6. The Owner's costs

In short: As owner, you pay to keep your chargers running: data, repairs, parts and upgrades. We arrange the work, take the cost from your payouts and show you every item.

6.1 Operating Costs. The Owner pays the following costs for its Equipment ("Operating Costs"):

(a) cellular data where the Equipment connects through EVI cellular service, at the rate in Schedule C. No data cost applies while the Equipment uses the Site's wifi or ethernet connection;

(b) maintenance, inspection, repair and replacement parts and labor not covered by the manufacturer's warranty or by the installer's workmanship warranty under Section 4.7(b);

(c) Required Upgrades, and any Optional Upgrades the Owner approves;

(d) repair or replacement after damage, vandalism, theft, vehicle strike, weather or other casualty, less any recovery under Section 6.6;

(e) removal, relocation, reinstallation, storage and shipping where this Agreement puts them on the Owner; and

(f) property and other taxes assessed on the Equipment.

EVI bears the cost of running the Network, driver support, monitoring, software, remote work and its own staff.

6.2 How costs are paid. EVI deducts Operating Costs from the Owner's payouts as they arise and shows each one on the Owner's statement with the invoice or rate behind it. If payouts have not covered an Operating Cost within 60 days, EVI may invoice the balance, payable within 30 days, or keep deducting it from later payouts.

6.3 Approval Threshold. EVI may incur these Operating Costs without asking first: (a) cellular data under Schedule C; (b) any single maintenance or repair event costing no more than $500 for each charger (the "Approval Threshold"); and (c) work urgently needed for safety or to comply with law. For anything else, EVI sends the Owner a written quote first. If the Owner declines or does not approve within 10 business days, EVI may leave the affected charger out of service. If it stays out of service for 90 days because the Owner has not approved a reasonable repair, Section 13 applies.

6.4 Required Upgrades. A Required Upgrade is a change to the Equipment needed for it to keep operating safely, lawfully or on the Network. Examples include a change in law, utility rules or accessibility requirements; replacing a cellular modem when a carrier retires its network; keeping a certification the Equipment needs to bill drivers; and staying compatible with the charger communication protocol versions the Network supports. EVI gives the Owner written notice of each Required Upgrade with the reason, the cost and a deadline of at least 30 days, unless the law requires sooner. Firmware and software updates EVI delivers remotely cost the Owner nothing. If the Owner does not approve a Required Upgrade by the deadline, EVI may take the affected Equipment out of service, and Section 13 applies.

6.5 Optional Upgrades. EVI may propose improvements, such as higher power, new connector types or payment terminals. The Owner may accept or decline. Section 11 governs what happens if the Owner declines.

6.6 Damage by others. If someone else damages the Equipment, EVI uses reasonable efforts to recover the cost from them or their insurer and credits what it recovers to the Owner, less its reasonable collection costs. EVI need not bring a lawsuit.

6.7 Insurance. The Owner bears the risk of loss from the time Section 4.4 sets. Insurance is the Owner's choice. EVI recommends that the Owner insure the Equipment for its replacement cost and carry liability coverage as its owner. EVI provides the Network and its software, does not do physical electrical work itself, and does not insure the Equipment. The licensed contractors EVI engages carry their own insurance for their work.

6.8 Taxes. The Owner is responsible for its own taxes, including income tax on its payouts and any property tax on the Equipment, and provides the tax information Stripe and EVI request. Information returns are issued where the law requires. EVI may pay property tax assessed on the Equipment and recover it as an Operating Cost. EVI configures the taxes the Platform applies to Sessions and gives the Owner session tax reports. Where the law makes EVI responsible for remitting a tax collected from drivers, EVI keeps and remits it. Otherwise EVI pays the collected tax to the Owner with the Owner Share, and the Owner remits it as the Payout Terms provide.

7. Driver pricing

In short: We set the price drivers pay and adjust it as the market moves. The split never changes.

7.1 EVI sets prices. EVI sets the price drivers pay at the Equipment, including any energy rate, time or idle fee and the Connection Fee, and may change it at any time as it monitors market conditions. Every price is shown to drivers before they start a Session. Chargers of the same type at the Site carry the same driver price, whoever owns them. The Owner may send EVI pricing feedback at any time.

7.2 The split is fixed. A price change never changes the order of deductions or the percentages in Section 8.

7.3 Connection Fee limit. Because the Connection Fee sits outside the split, EVI keeps it at or below $2.00 per paid Session at the Equipment unless the Owner consents.

7.4 Free and discounted Sessions. EVI does not make the Equipment free to drivers, or discount it below the posted price, except: (a) for test and commissioning Sessions; (b) to correct a billing error or resolve a driver complaint; or (c) with the Owner's consent.

8. Revenue, fees and payouts

In short: Card processing comes off first, then the site's electricity. We keep our connection fee where one applies and 15% of what remains. You receive the rest, paid to your Stripe account.

8.1 Gross Session Amount. For each paid Session, the Gross Session Amount is everything the driver, or a fleet sponsoring the driver, pays for the Session, including energy, time and idle fees and the Connection Fee, excluding taxes collected, which Section 6.8 deals with.

8.2 Order of deductions. EVI applies each Gross Session Amount in this order:

1. Card processing. The payment processing fees for the Session, where any apply.
2. Site electricity. The electricity reimbursement that accrues to the Site Host for the Session under the Site Host Terms, which is its Metered Energy multiplied by the Site's Energy Rate within the limits of those terms. Nothing is deducted for Contributed Energy. While the Site Host's Grace Period is running and the Site Host has not connected its Payout Account, EVI holds this amount. If the Site Host connects in time, EVI pays it to the Site Host. If the energy becomes Contributed Energy under the Site Host Terms, EVI releases the held amount and splits it under steps 4 and 5.
3. Connection Fee. EVI keeps the Connection Fee, where one applies.
4. Platform Fee. EVI keeps 15% of what remains after steps 1 to 3 (the "Platform Fee").
5. Owner Share. The Owner receives the rest (the "Owner Share"), which is 85% of what remained after step 3.

Amounts are calculated for each Session and rounded to the cent. The Platform Fee is rounded and the Owner Share takes the remainder. If steps 1 to 3 exceed the Gross Session Amount, the Connection Fee absorbs the shortfall first, and any shortfall left is carried against later Owner Share.

8.3 How the arithmetic works. For each paid Session, start with the Gross Session Amount. Subtract card processing, then the Site's electricity, then the Connection Fee. EVI keeps 15% of what remains and the Owner receives the other 85%. This describes the order of the calculation only. It is not a statement of what any Session, Site or charger will bring in.

8.4 No Sales Partner commission, no site share. EVI sources every Ownership Program site, so no Sales Partner commission applies to the Equipment, and the Site Host receives no share of charging revenue. Anything EVI pays a Sales Partner, or pays the Site Host beyond the amount in step 2 of Section 8.2, comes from EVI's own share, never from the Owner Share.

8.5 Fee commitment. EVI will not increase the Platform Fee percentage for the Equipment during the Operating Term, and charges the Owner no subscription or per-charger software fee.

8.6 The Owner's payout account. The Owner opens a Stripe Connect account in its own name through the Platform and completes Stripe's onboarding. EVI pays the Owner Share to that account as each Session settles, or on the schedule shown in the Platform, and Stripe pays it to the Owner's bank on that account's payout schedule. Stripe itemizes every payout. The Payout Terms govern accrual during onboarding, minimum payouts, reversals, withholding, taxes and unclaimed amounts.

8.7 Refunds and chargebacks. Electricity reimbursement for energy that was delivered is not reversed. If a Session is refunded, charged back or corrected, EVI and the Owner bear the rest of the reversal, including processor fees that are not returned, in proportion to what each received from the Session. Section 5 of the Payout Terms governs how the Owner's part is offset and recovered. EVI handles driver disputes in good faith and may refund a Session that was billed incorrectly or that the Equipment did not deliver.

8.8 Statements and records. The Owner's login shows Sessions, energy, each deduction, Operating Costs and payouts. Statements become final as the Payout Terms provide. Once a year, on request, EVI provides session-level records for the Equipment within 30 days.

8.9 Currency. Sessions settle, and the Owner is paid, in the currency stated for the Site in Schedule A.

8.10 Sessions before the Transfer Date. Sessions that start before a unit's Transfer Date, and everything earned from them, belong to EVI. The Owner Share applies to Sessions that start on or after it.

9. The Site

In short: We hold the agreement with the site and look after that relationship for you. You never have to deal with the site, and you agree not to go around us.

9.1 EVI holds the Site Host Agreement. Schedule A summarizes its material terms: the Site's launch, the end of its initial term, access and connectivity. On request, EVI will let the Owner review the Site Host Agreement under confidentiality, with unrelated terms redacted.

9.2 Enforcing it. EVI enforces the Site Host Agreement as reasonably needed to protect the Equipment and decides how to do so.

9.3 Changes that need the Owner's consent. Without the Owner's written consent, EVI will not amend the Site Host Agreement to shorten the term for the Equipment or to require the Equipment's removal, except where law, safety or the Site Host Agreement's own terms require it. Section 8.4 covers anything EVI pays the Site Host beyond electricity reimbursement. EVI will not remove the Equipment from the Site except under Sections 10.3, 11.5, 13, 14 or 15, or where law or safety requires it.

9.4 Early termination payments. If the Site Host pays EVI an early termination payment that relates to the Equipment, EVI uses its removal component to remove the Equipment. EVI applies the rest of the part that relates to the Equipment first to reinstallation at a replacement Site and to collection costs, and pays the Owner the balance.

9.5 No going around EVI. During the Operating Term and for 24 months after it ends, the Owner will not, directly or through anyone else, solicit, negotiate or contract with the Site Host, the owner or manager of the Site's property, or their affiliates about EV charging at the Site or at any other property they own or manage that EVI introduced, except through EVI. The Owner will not interfere with EVI's relationship with the Site Host or with drivers. This Section 9.5 does not apply after the Owner ends this Agreement under Section 15.1 or 15.3, or to dealings through a new operator under Section 15.3.

10. Term, renewal and the end of the Site term

In short: Your chargers run for as long as the site agreement runs. When the site renews, you continue unless you opt out.

10.1 Operating Term. This Agreement starts on the Signature Date and continues (the "Operating Term") until the first of these: EVI buys all of the Equipment under Section 12.2 or 13; the Equipment is sold under Section 10.3 or 10.5 or delivered to the Owner under Section 10.3, 11.5 or 14.3; EVI makes a refund under Section 4.6; the Owner cancels under Section 3.6 or voids under Section 3.7; or this Agreement ends under Section 15. It covers the Equipment while it is installed, operated, moved or stored for the Site under the Site Host Agreement, including its renewals and extensions, and for any replacement Site under Section 14.

10.2 Owner Initial Term. The Owner Initial Term ends when Schedule A states, which matches the end of the Site Host Agreement's initial term for the Equipment. That date is extended by any extension of the Site Host Agreement's initial term for downtime the Site Host causes. The Owner may not end this Agreement for convenience during the Owner Initial Term.

10.3 Continuing at renewal. When the Site Host Agreement renews or is extended, the Operating Term continues on the same terms unless the Owner opts out by written notice at least 120 days before the end of the Owner Initial Term or of any later renewal period. If the Owner opts out, EVI may buy the Equipment under Section 13 or arrange its sale to a buyer at a price the Owner accepts. If neither happens within 60 days after the period ends, EVI removes the Equipment and, as the Owner chooses, relocates it under Section 14 or delivers it to the Owner. Removal, reinstallation and delivery costs are Operating Costs.

10.4 EVI negotiates renewals. EVI decides whether, and on what terms, to renew or extend the Site Host Agreement. If an extension needs new or upgraded chargers, Section 11 applies.

10.5 Offers from the Site Host. If the Site Host offers to buy the Equipment when the Site Host Agreement ends, EVI passes the offer to the Owner, and the Owner decides whether to accept it. Sections 12.1 and 12.2 do not apply to that sale. Any other sale to the Site Host goes through Section 12.

11. Expansion and upgrades: the Owner's first right

In short: If we add or upgrade chargers at your site, you get the first chance to own them. If you pass, we may own them ourselves or sell them to someone else.

11.1 First offer. While any of the Owner's Equipment is at the Site, EVI may decide to add chargers at the Site, or to replace or upgrade chargers there, including the Owner's Equipment at the end of the Owner Initial Term or as part of a renewal or extension of the Site Host Agreement. EVI then first offers the Owner the right to buy those chargers (an "Expansion Offer"). The Expansion Offer states the number and type of chargers, the price, the expected launch timing and any terms that differ from this Agreement.

11.2 More than one owner. Where several owners hold chargers at the Site, EVI offers the new chargers to them in proportion to the number of chargers each holds. Chargers one owner does not take are offered to the owners who accepted before Section 11.4 applies.

11.3 Accepting. EVI delivers each Expansion Offer together with its current disclosure document under Section 3.4. The Owner may accept within 30 days after receiving them, but not before 7 calendar days have passed, by written notice and payment of the price, or of the deposit the offer sets. The Owner may cancel an acceptance as Section 3.6 provides, counting from the date of acceptance, and Sections 3.7 and 4.2(b) apply where the California Act applies to it. Where it applies, the Expansion Offer also carries the notice of cancellation in the form above the signatures, and EVI gives the disclosures Section 3.4 describes at the times that Act requires. Accepted chargers become Equipment under this Agreement.

11.4 If the Owner passes. If the Owner declines or does not accept in time, EVI may, within the next 12 months, deploy those chargers and own them itself or sell them to another buyer under the Ownership Program, at a price no more than 5% below the Expansion Offer price and on terms not materially better for the buyer. Before offering anything more favorable, EVI re-offers the chargers to the Owner on those terms for 10 business days. After 12 months, a new Expansion Offer is needed.

11.5 Replacing the Owner's Equipment. Where an Expansion Offer replaces the Owner's own Equipment and the Owner passes, EVI may remove the Owner's Equipment at the end of the Owner Initial Term or of the current renewal period, and not earlier. EVI may then buy it under Section 13. If EVI does not give notice to buy it within 30 days after that period ends, EVI relocates it under Section 14 or delivers it to the Owner, as the Owner chooses. Removal, reinstallation and delivery costs are Operating Costs.

11.6 No other competition at the Site. Except through this Section 11, EVI will not add chargers at the Site, for itself or another owner, while the Owner's Equipment is there and in service.

12. Selling the Equipment

In short: You can sell your chargers. The buyer steps into this Agreement, and EV Initiative gets the first chance to buy at the same price.

12.1 Transfer. The Owner may sell all of its Equipment at a Site, together with this Agreement, with EVI's written consent, which EVI will not unreasonably withhold. The buyer must sign a joinder accepting this Agreement, pass EVI's identity checks and complete Stripe onboarding.

12.2 EVI's first right. Before agreeing to sell to anyone, the Owner gives EVI written notice of the price and terms. EVI has 15 business days to buy the Equipment at that price and on those terms. If EVI does not, the Owner may sell within 90 days at a price no lower, and on terms no more favorable to the buyer.

12.3 Death or incapacity. On the Owner's death or incapacity, the Equipment and this Agreement pass to the Owner's estate, heirs or legal representative once they sign a joinder. Section 12.2 does not apply to that transfer.

12.4 No liens. The Owner will not grant a security interest in the Equipment without EVI's consent. EVI will not unreasonably withhold consent if the lender agrees in writing to respect this Agreement and the Site Host Agreement.

13. EV Initiative's right to buy

In short: In a few defined situations, EV Initiative may buy your chargers at a set price, so a site never goes dark over one owner's equipment.

13.1 When it applies. EVI may buy any or all of the Equipment by written notice if:

(a) the Owner fails to pay an amount owed to EVI within 60 days after written notice;

(b) the Owner breaches Section 5.4 or 9.5, or materially breaches this Agreement in another way and does not cure it within 30 days after written notice;

(c) to the extent the law allows, the Owner becomes insolvent or subject to a bankruptcy, receivership or similar proceeding;

(d) the Owner becomes subject to sanctions, or EVI cannot lawfully continue to pay the Owner;

(e) Section 6.3 or 6.4 applies;

(f) the Owner opts out under Section 10.3; or

(g) Section 11.5 or 14.3 applies.

13.2 Buyout Price. The Buyout Price for each unit of Equipment is its Purchase Price, excluding sales or use tax, reduced in equal monthly amounts over 84 months starting on its Equipment Launch Date or, if later, its Transfer Date, but never less than 10% of that Purchase Price. The cost of any upgrade the Owner paid for is added, reduced the same way from the date the upgrade launched. Any amount the Owner owes EVI is deducted. For chargers bought under Section 11, the Purchase Price is the price in the accepted Expansion Offer.

13.3 Closing. EVI pays the Buyout Price within 30 days after its notice. Title passes to EVI on payment, free of liens created by or through the Owner, and the Owner signs a bill of sale. The Owner Share for Sessions before closing remains payable, less amounts the Owner owes.

14. Relocation

In short: If the site agreement ends early for a reason that is not yours, we look for a new home for your chargers.

14.1 When it applies. If the Site Host Agreement ends for any reason other than the Owner's opt-out or breach, including non-renewal by either party, EVI uses commercially reasonable efforts to offer the Owner a replacement Site on the Network within 6 months. Examples include the Site Host's early termination or breach, a sale of the property, casualty, condemnation, and EVI's decision that the Site is not viable. If the Owner accepts the replacement Site, this Agreement continues there and Schedule A is updated.

14.2 Who pays. EVI pays for removal and reinstallation where the Site Host Agreement ended because of EVI's breach, EVI's decision that the Site was not viable, or EVI's notice of non-renewal. Otherwise these costs are paid first from any early termination payment under Section 9.4, and then as Operating Costs. The Equipment earns nothing while it is out of service, in storage or in transit.

14.3 No replacement Site. If EVI does not offer a replacement Site within 6 months, or the Owner declines the one offered, EVI may buy the Equipment under Section 13. If EVI does not give notice to buy it within 30 days after the 6 months end or the Owner declines, EVI delivers the Equipment to the Owner. Section 14.2 decides who pays for removal and delivery.

14.4 Moves within the Site. EVI may move the Equipment within the Site. The Owner pays nothing for a move the Site Host requests or EVI chooses to make.

15. Ending this Agreement

In short: You can end this Agreement if we fail you. We can end it if you fail us, and then buy your chargers.

15.1 By the Owner. The Owner may end this Agreement by written notice if EVI materially breaches it and does not cure the breach within 60 days after the Owner's written notice describing it. EVI then acts as Section 15.3 describes, and bears the cost of moving the Equipment to another operator or removing it.

15.2 By EVI. EVI may end this Agreement by written notice where Section 13.1(a), (b), (c) or (d) applies, and buy the Equipment under Section 13.

15.3 If EVI stops operating. The Owner may end this Agreement by written notice if EVI stops operating the Network, becomes insolvent, or for 90 consecutive days fails, for reasons within its control, to connect, settle or pay for Sessions at the Equipment. EVI then cooperates in moving the Equipment's configuration to another operator the Owner chooses. To the extent the Site Host Agreement and the law allow, EVI also assigns to that operator its rights under the Site Host Agreement that relate to the Equipment. Otherwise EVI makes the Equipment available for removal at the Owner's cost.

15.4 Effect. When this Agreement ends, the Owner Share for Sessions before the end remains payable and Operating Costs incurred before the end remain owed. Sections 2, 3, 6.2, 8.7, 9.5, 13 and 16 to 19 survive.

16. Data, confidentiality and incentives

In short: The platform data and driver relationships are ours. You get the data for your chargers. Incentives earned while we owned the chargers stay with us, and you keep the ones you qualify for once they are yours. No incentive changes the price. Environmental credits go to the network operator.

16.1 Data. EVI owns the data the Platform and the Equipment generate, including session, energy, payment and driver data, subject to the Privacy Policy. The Owner may use the data in its login for its own records, taxes, financing and any resale of the Equipment.

16.2 Confidentiality. The Owner keeps confidential the Site Host Agreement, information about the Site, driver data and EVI's non-public information. It may share them only with its advisors, lenders and prospective buyers of the Equipment who need them and are bound to confidentiality, or as the law requires. The Owner may say publicly that it owns chargers on the EVI Charging Network, but may not name the Site or use EVI's marks without EVI's consent.

16.3 Incentives. The Purchase Price is a set price. It does not depend on, and is not adjusted for, any rebate, grant, incentive, tax credit or similar benefit that anyone applies for or receives for the Equipment, its installation or the electrical infrastructure serving it (each, an "Incentive").

(a) Before the Transfer Date. Every Incentive EVI applied for, claimed or received while it owned the Equipment belongs to EVI, even if it is paid after the Transfer Date. The Owner will not claim it, and pays over to EVI within 30 days anything it receives for it.

(b) From the Transfer Date. Every other Incentive belongs to the Owner where it qualifies for it, including one EVI applies for as operator on the Owner's behalf, which EVI pays over within 30 days after receiving it. EVI makes no statement about whether the Owner qualifies for any Incentive or about its amount, and provides the invoices, commissioning and placed-in-service dates and other records the Owner reasonably requests.

(c) Conditions that come with EVI's Incentives. Some programs require chargers to stay in operation and open to the public at the Site for a minimum period, or require notice or approval before a sale or removal. Schedule A lists each such condition that binds the Equipment. EVI meets the conditions that concern operating the Equipment. The Owner will not sell, remove or take the Equipment out of service in breach of a listed condition, and any buyer under Section 12 takes the Equipment subject to them.

(d) The Owner's own programs. Before the Owner accepts an Incentive that places conditions on how the Equipment operates, it gives EVI the program terms. EVI is bound only by the conditions it accepts in writing, and will not unreasonably refuse those it can meet in its ordinary operation of the Network.

(e) Repayment. If an Incentive must be repaid or is reduced, EVI bears the cost where its own act or decision caused it, including its sale of the Equipment to the Owner. The Owner bears the cost where its breach of this Agreement, or its refusal of a repair or Required Upgrade under Section 6, caused it.

16.4 Environmental attributes. Environmental attributes from the electricity the Equipment delivers, including credits under California's Low Carbon Fuel Standard, Canada's Clean Fuel Regulations and comparable programs, belong to EVI as network operator for the Operating Term, so that every charger on the Network is claimed through one registered party. The Owner assigns them to EVI and signs any designation a program needs. The Owner receives a share of credit value only where EVI offers one in writing, for example under the Carbon Credit Program Terms.

17. Liability and indemnities

In short: Each of us is responsible for what it causes. Neither of us is liable for indirect losses, and our liability is capped.

17.1 EVI's indemnity. EVI will defend, indemnify and hold harmless the Owner against third-party claims for bodily injury, death or damage to tangible property to the extent caused by the negligence or willful misconduct of EVI or its employees in operating the Equipment. A claim arising from physical work on the Equipment is the responsibility of the contractor that did the work, and EVI will make its rights against that contractor available to the Owner.

17.2 The Owner's indemnity. The Owner will defend, indemnify and hold harmless EVI and its officers, directors, employees and agents against third-party claims to the extent arising from the Owner's breach of this Agreement, the Owner's violation of law, the Owner's taxes, or the Owner's own acts or omissions.

17.3 Equipment condition. Claims arising from a defect in the Equipment are pursued against the manufacturer, with EVI's help. As between EVI and the Owner, each bears the consequences of its own negligence. Otherwise, as owner, the Owner bears losses arising from the condition of its Equipment that EVI did not cause, and reimburses EVI for any such loss EVI pays to the Site Host or a third party, to the extent it is not recovered from the manufacturer, the contractor or an insurer.

17.4 Process. The indemnified party gives prompt written notice of the claim, lets the indemnifying party control the defense and settlement, and cooperates at the indemnifying party's cost. No settlement may admit fault for, or impose an obligation on, the indemnified party without its consent.

17.5 Indirect losses. Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or opportunity, however arising.

17.6 Cap. EVI's total liability under this Agreement is limited to the Platform Fees and Connection Fees EVI kept from Sessions at the Equipment in the 12 months before the event giving rise to the claim. For a breach of the title warranty in Section 4.3, or the refund under Section 4.6, the limit is instead the Purchase Price of the affected Equipment.

17.7 Exceptions. Sections 17.5 and 17.6 do not limit liability for gross negligence, willful misconduct or fraud, either party's obligation to pay amounts owed under this Agreement, including the Owner Share, the Owner's obligations under Section 9.5, or liability the law does not allow to be limited.

18. Disputes and governing law

In short: We talk first. If that fails, a single arbitrator decides.

18.1 Talk first. A party with a dispute sends the other a written notice describing it, to legal@evinitiative.com in EVI's case. The parties try in good faith to resolve it within 60 days after the notice.

18.2 Arbitration. If the dispute is not resolved, it is decided by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in San Francisco, California, or by video conference or at another place the parties agree. Judgment on the award may be entered in any court with jurisdiction. Each party brings claims only in its individual capacity, never in a class, collective or representative proceeding.

18.3 Court exceptions. Either party may bring a qualifying claim in small claims court. Either party may seek urgent injunctive relief in court to protect the Equipment, the Network, Section 9.5 or confidential information.

18.4 Governing law. California law governs this Agreement, without regard to its conflict of laws rules. Where the Owner resides in Canada and mandatory law in its province or territory restricts this arbitration agreement, the courts of that province or territory decide the dispute instead.

18.5 Time limit. A claim must be brought within one year after it arises, except where the law requires a longer period that cannot be waived.

18.6 One process. This Section 18 governs every dispute between EVI and the Owner, including disputes under the published terms in Section 1.2, despite the dispute provisions in those terms.

19. General

19.1 Notices. Notices go to the addresses in Schedule A. Routine notices may be given by email or in the Platform, and the Owner agrees to receive this Agreement, statements and notices electronically. Notices under Sections 11, 12, 13 and 15 are sent by email with confirmation of delivery, or by courier, and take effect on delivery.

19.2 Assignment. The Owner may transfer this Agreement only under Section 12. EVI may assign this Agreement, on notice to the Owner, to an affiliate, a lender, a successor to its business or to the Network, or a successor operator of the Site that assumes EVI's obligations under it.

19.3 Identity and lawful funds. The Owner gives EVI and Stripe the identity information they need, confirms that the funds it uses come from lawful sources, and confirms that it is not subject to sanctions.

19.4 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including grid or utility failures, utility interconnection delays, natural disasters, epidemics, government action, war, civil unrest, labor action and equipment supply shortages. This does not excuse a payment obligation.

19.5 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship.

19.6 Entire agreement and changes. This Agreement is the entire agreement about its subject and replaces earlier proposals and understandings about it. Where Schedule A names an earlier agreement for the same Equipment, this Agreement replaces it from the Signature Date, and the earlier agreement still governs periods before then. This Agreement may be amended only in a writing both parties sign, except that published terms change under their own provisions as Section 1.2 describes, subject to Section 1.3. It does not replace or limit the disclosure documents under Section 3.4.

19.7 Other terms. If a provision is unenforceable, the rest continues and that provision is enforced to the greatest extent allowed. A waiver must be in writing. This Agreement may be signed in counterparts and by electronic signature, and each signed copy is an original. Each signer confirms that they are authorized to sign for their party.

Signed by the parties' authorized representatives on the dates below. EV Initiative signs first, so the Owner's signature date is the Signature Date.

NOTICE OF YOUR RIGHT TO CANCEL. You have three business days in which you may cancel this contract for any reason by mailing or delivering written notice to the seller assisted marketing plan seller. The three business days shall expire on ____________________ (last date to mail or deliver notice) and notice of cancellation should be mailed or delivered to EV Initiative, Inc., 2108 N St, Suite #4103, Sacramento, CA 95816 (seller assisted marketing plan seller's name and business street address). If you choose to mail your notice, it must be placed in the United States mail properly addressed, first-class postage prepaid, and postmarked before midnight of the above date. If you choose to deliver your notice to the seller directly, it must be delivered to him by the end of his normal business day on the above date. Within five business days of receipt of the notice of cancellation, the seller shall return to the purchaser all sums paid by the purchaser to the seller pursuant to this contract. Within five business days after receipt of all such sums, the purchaser shall make available at his address or at the place at which they were caused to be located, all equipment, products and supplies provided to the purchaser pursuant to this contract. Upon demand of the seller, such equipment, products and supplies shall be made available at the time the purchaser receives full repayment by cash, money order or certified check. You may also cancel by email to legal@evinitiative.com.

Signature blocks for EV Initiative, Inc. and the Owner, each with signature, name, title and date.

Schedule A. Key Terms

Schedule B. Bill of Sale and Launch Acknowledgment

For value received, EV Initiative, Inc. sells, transfers and conveys to the Owner named below all of its right, title and interest in the Equipment listed below, free of liens, security interests and other claims, under the Ownership Program Agreement between them dated ______________.

Transfer Date (the date title passed under Section 4.3): ______________

Signature blocks for EV Initiative, Inc. and the Owner, each with signature, name, title and date.

Schedule C. Operating Cost Rate Card

Items marked Included stay included for the Operating Term. EVI may change the cellular data rate on 60 days' written notice, and only to reflect a change in its own carrier cost. No change applies to costs incurred before it takes effect.

Schedule D. Federal Disclosure Record

The Owner received each document below before signing this Agreement or paying any part of the Purchase Price. EVI delivered the federal disclosure document on its own, separate from this Agreement, as the Federal Trade Commission's Business Opportunity Rule requires.

The copy of the disclosure document the Owner signed on receipt is attached behind this page. It is attached as a record of delivery. EVI keeps this Agreement, the signed disclosure, each version of its disclosure documents and any cancellation or refund request for at least three years.

Owner initials: ____________ EVI initials: ____________