Sales Partner Program Terms

1. What this agreement is

These Sales Partner Program Terms ("Partner Terms") form an agreement between EV Initiative, Inc., a California corporation ("EV Initiative," "we," "us," "our"), and the person or business accepting them ("Partner," "you").

They govern your participation in the EV Initiative Sales Partner Program (the "Program"), under which you purchase EV charging hardware from us, resell and deploy it to your own customers, and earn commission on paid charging sessions run on the eligible chargers you deploy at sites you originate (Section 8).

They apply in addition to our Terms of Service and Privacy Policy. Where these Partner Terms conflict with the Terms of Service on a matter concerning the Program, these Partner Terms control.

2. The relationship between us

You are an independent contractor. You are not our employee, agent, partner, joint venturer, franchisee, or legal representative. Nothing in these Partner Terms creates an employment, agency, partnership or franchise relationship between us.

You control your own business. You determine your own hours, methods, pricing, personnel, territory and customers. You use your own tools, vehicles and equipment. You bear your own business expenses. You are free to sell, install and service products from other manufacturers and networks, including those that compete with us. We impose no exclusivity obligation on you. The only limit is Section 6, which covers sites we sourced and engaged you to install.

You are responsible for your own obligations, including all taxes on amounts you receive, your own licences and permits, your own insurance, your own employees and subcontractors, and your own compliance with applicable law.

You have no authority to bind us. You may not enter into any agreement, make any representation, warranty, promise or commitment, or incur any obligation on our behalf. You may not describe yourself as our employee, agent or representative. You may describe yourself accurately as an EV Initiative Sales Partner.

3. Becoming and remaining a Partner

Application and approval. Participation requires an application and our approval. Approval is at our discretion, and we may decline an application without stating a reason.

Eligibility. You must hold and maintain every licence, certification, registration and permit required to sell, install and service electrical equipment in each jurisdiction where you operate. You must maintain commercial general liability insurance with a limit of not less than two million dollars per occurrence, and workers' compensation coverage where required by law. For each installation, your general liability policy must name the site host and, where different, the property owner as additional insureds. For an installation you do for us under Section 6, it must also name EV Initiative and the owner of the chargers. You give us or the site host a certificate of insurance on request, before work starts. You tell us within five business days if any required licence or policy lapses, is cancelled or is reduced. We may request evidence of coverage and licensing at any time.

Accuracy. You must keep your Program account information, licence details and payout details accurate and current.

Remaining active. To remain an active Partner you must deploy at least eight new pay-to-use chargers under the Program in each rolling twelve month period. Only chargers that count under Section 8 count toward this requirement. Your deployment count against this requirement is shown in the Program portal.

If you fall below it, your status becomes inactive. While inactive:

• you may not deploy further chargers under the Program;
• you make no further tier progress;
• chargers you have already deployed continue to accrue commission at their recorded rates, and we continue to pay it. Falling below the activity requirement does not forfeit commission you have earned or the rates recorded against chargers already in the field.

You return to active status by meeting the requirement again. We may terminate an inactive Partner in accordance with Section 16.

4. Hardware purchase and resale

Purchase. You purchase hardware from us at the manufacturer's suggested retail price in effect at the time of order, subject to availability and to the terms of sale presented at purchase.

Your resale price is yours. You set the price at which you resell hardware to your customer, and the price you charge for installation and any service. Any margin you earn on hardware and installation is entirely yours. We do not set, approve, cap, or share in it, and we pay no rebate, discount or commission on hardware itself.

Title and risk. Title and risk of loss pass to you on delivery in accordance with the terms of sale.

Warranty. Hardware warranties, where they exist, are provided by the manufacturer and pass through to your customer on the manufacturer's terms. We make no independent warranty on hardware beyond what the manufacturer provides and what applicable law requires.

Your customer relationship is yours. The contract for hardware sale and installation is between you and your customer. We are not a party to it and have no obligation under it. This does not apply to an installation you do for us under Section 6.

5. Your workmanship warranty

You stand behind your work. You warrant every installation you perform or arrange under the Program to be free of defects in workmanship for at least twelve months after the charger is commissioned on our network. During that period you correct any such defect, and repair any damage it causes, at your own cost and within a reasonable time after notice.

Who it runs to. For an installation you do for your own customer, the warranty runs to your customer. For an installation you do for us under Section 6, it runs to us and to the owner of the chargers. The owner of the chargers holds it subject to Section 18 as if the owner were us.

It adds to the hardware warranty. This warranty is in addition to the manufacturer's hardware warranty in Section 4 and does not replace it.

Installations before this version. This Section applies to installations commissioned after you first accept a version of these Partner Terms that includes it. The additional insured requirements in Section 3 apply to work that starts after you first accept a version of these Partner Terms that includes them.

6. Installations you do for us

When we engage you. We may engage you to install chargers at a site we sourced, including a site in our Ownership Program. Each engagement is set out in a job order from us that states the scope, the price we pay you and the schedule. Accepting a job order binds you to it and to this Section 6.

How the work is done. You obtain the permits the work requires, perform it to code and to the job order, follow our commissioning steps, and register the install in the Program portal as our assigned installer. You carry the insurance in Section 3 for the job, with the site host, the property owner where different, EV Initiative and the owner of the chargers named as additional insureds.

No commission. A charger you install under a job order is at a site we sourced. It does not count toward your tiers or the qualification threshold and earns no commission. Our payment under the job order is your full compensation for that work.

Rights we may pass on. We may extend or assign to the site host, the property owner and the owner of the chargers our rights for a job under your workmanship warranty in Section 5 and your indemnity in Section 19. Rights we extend or assign under this Section are subject to Section 18 as if the person receiving them were us.

The site is ours. About a job, your contact with the site host, the property owner, their managers and the owner of the chargers is limited to the job. While our agreement for the site is in force and for 24 months after it ends, you will not solicit or contract with any of them, directly or through anyone else, about EV charging at that property except through us.

7. The Ownership Program

We offer it, you do not. In our Ownership Program we sell chargers to buyers and run them at sites we source. We offer it only ourselves, under its own agreement and the federal and state disclosures that go with it. You may not offer it, describe its terms beyond what we publish, sign anything for it, take any payment or deposit for it, or arrange financing for it.

Refer and stop there. If someone asks you about owning chargers through us, send them to sales@evinitiative.com and leave the rest to us. Never tell them, in any form, what a charger, a site or the program has earned, will earn or could earn. That includes past session, energy or revenue figures, paybacks, percentages and worked examples.

No pay for referrals. We pay no commission, referral fee or other compensation for an Ownership Program buyer, and no commission on chargers sold through it. Installing chargers at an Ownership Program site under a job order is covered by Section 6.

8. Commission on charging sessions

What you earn. In addition to your hardware and installation margin, you earn a commission on eligible, collected charging sessions on each eligible charger you deploy under the Program at a site you originate, for as long as that charger remains active on the EV Initiative network and configured as pay-to-use. The recorded rate applies to the commission basis defined in Section 9, not necessarily to the entire amount paid by a driver or fleet.

Standard tiers. Your commission percentage is determined by the number of pay-to-use chargers you have deployed under the Program, counted in order of deployment. The Standard Partner rate is capped at 3.00%:

The rate attaches to the charger, not to you. When a charger is deployed under the Program, the commission rate then applicable to you is recorded against that charger and remains fixed for that charger. Deploying further chargers changes the rate applied to those later chargers. It does not change the rate recorded against a charger already deployed.

By way of illustration, a Partner who has deployed sixty pay-to-use chargers holds forty-nine chargers earning 2.00% and eleven earning 2.25%, concurrently, and each continues at its recorded rate.

This operates in both directions. If we change the tier structure, the change applies only to chargers deployed after it takes effect. Chargers already deployed retain their recorded rate. We will not reduce the rate recorded against a charger you have already deployed.

Qualification threshold. You qualify when your fourth pay-to-use charger is deployed, as defined below. Your first three chargers retain their recorded rates and can earn commission on sessions starting at or after that qualification time. A session starting before you qualify earns no commission, even if charging or payment completes after qualification. There is no retroactive accrual or back payment for pre-qualification sessions.

Only pay-to-use chargers count. A charger configured so that drivers are charged nothing does not count toward the tier order, does not count toward the qualification threshold, and accrues no commission while it remains configured that way, because commission is a percentage of a payment. A charger launched free carries no recorded commission rate, so configuring it as pay-to-use later does not by itself make it count or earn.

Only sites you originate count. A charger counts toward the tier order and the qualification threshold, and earns commission, only when you originated its site, it is configured as pay-to-use, and it is not residential. Origination is recorded on the deployment by an EV Initiative Operator or Super Admin at authorization or launch. It is not inferred from who submitted the site or who installs its chargers.

Installing is not originating. Submitting, installing or commissioning a job that EV Initiative or someone else originated is not origination. Such a charger does not count toward your tier or qualification and earns no commission. This applies equally to Standard and Golden Partners.

EV Initiative-sourced sites. A site EV Initiative sourced, including every Ownership Program site, never carries Sales Partner commission, even if you submit it or install its chargers.

Residential never counts. A residential charger never counts toward your tier or qualification and never earns commission, whoever installs it. A residential charger is a charger at a residential location, or a resident's own charger at a multifamily building. A homeowner registers their own charger for monetization under the Host Program Terms, and a residential charger cannot be attributed to you.

Corrections to origination. If EV Initiative corrects a site's recorded origination after launch, the correction is recorded and applies only to sessions that start after it. It never re-rates a session that started before it. A correction to partner-originated attributes the site's chargers to you from that moment, and each pay-to-use charger counts at the rate then applicable to you. A correction to EV Initiative-sourced stops commission on later sessions; chargers already counted keep their place in your deployment order and their recorded rates.

Deployment for counting and rate assignment. A charger counts when an EV Initiative operator approves its launch to live service with a billable tariff, at a non-residential site recorded as originated by you, and with attribution to you. Creating its record, issuing credentials, connecting it, or running a commissioning test does not by itself count as deployment. A free charger does not advance the deployment count. Permission to commission hardware is separate from qualification for earnings; human launch approval is required for every Partner.

Golden Partner enrolment and tiers

Enrolment. Golden Partner enrolment has a one-time fee of USD 10,000. An authorized EV Initiative operator records enrolment, its date and the responsible operator in the Program record. Enrolment is not self-serve, and recording it does not itself charge a payment method. Paid Golden enrolment waives the fourth-charger qualification threshold. Qualification starts at the recorded enrolment time if you have not already qualified. You may upgrade at any time, including after reaching the Standard 3.00% tier. Human launch approval remains required.

Golden rates. The following ladder applies only to chargers launched after your Golden enrolment. It uses your lifetime pay-to-use deployment order, counting only chargers that count under Section 8; enrolment does not restart that count. The Golden Partner rate is capped at 5.00%:

Enrolment never changes the rate already recorded against a launched charger. A charger whose credentials were issued before enrolment but which launches after enrolment receives the applicable Golden rate at launch. All other qualification, collection, exclusion and reversal rules in these Partner Terms apply equally to Golden Partners.

9. Where commission comes from

Commission is paid from EV Initiative's percentage component of the session's platform fee, normally 15% under the applicable charging agreement. It is not deducted from the revenue share payable to the site owner or Host. A site owner receives the same share whether or not a Sales Partner deployed their chargers.

Commission basis. Your recorded rate applies to the same base used for EV Initiative's percentage component. EV Initiative's connection fee and tax are excluded. Idle fees are included only to the extent that EV Initiative's percentage component applies to them under the applicable charging agreement. Residential chargers carry no Sales Partner commission (Section 8). Under the usual commercial and multifamily arrangement it uses the revenue remaining after the applicable modeled processing fees and electricity reimbursement. An existing site's grandfathered agreement continues to govern its applicable basis and rate. If that agreement shares a connection fee with the Host, the Host's split is preserved, but the connection-fee portion remains excluded from Sales Partner commission.

The commission is calculated from the percentage component in integer minor currency units: the percentage component multiplied by your recorded commission rate, divided by the platform percentage rate applied to that session, rounded down and capped at that percentage component. This rounding can produce zero on a very small session; it is not a minimum payout threshold.

Coupons and credits. EV Initiative-funded discounts are added back when calculating the percentage component used for commission. They do not reduce your pre-coupon commission or the Host's share. The discount is funded by EV Initiative's remaining percentage share after reserving applicable commission. A configured coupon percentage is subject to that available funding; it is not a promise that the full discount can be funded on every session.

10. Accrual, payment and reversal

Accrual. Commission accrues on eligible paid sessions that are actually collected, whether the payer is a driver or a fleet. Collected fleet payments qualify on the same basis as other collected payments. The payment route does not remove eligibility: ordinary capture, funded wallet payment, overage and off-session payment are subject to the same commission rules. An authorization alone, an unpaid amount or a free session does not earn commission.

Commissioning tests. A session designated as a commissioning test never earns commission, even if it has Partner attribution, collects a payment or completes after the charger launches.

Payment. Commission is paid to your connected payout account. You must complete payout onboarding, including identity verification, before we can pay you. Commission accrues and is held until onboarding is complete.

Schedule and minimum. There is no platform minimum payout threshold. Eligible positive commission amounts are transferred per session to your connected payout account, subject to collection, payout-account readiness, applicable holds and reversal offsets. A failed transfer can be retried. A transfer to that account is separate from Stripe's schedule for paying its balance out to your bank.

Reversal. Refunds and chargebacks reverse the commission attributable to the reversed payment. We recover it from the original commission transfer where possible. Any unrecovered amount is recorded as outstanding debt and offset against future commission; the same amount is not recovered twice. Partial reversals are proportional, with the final reversal accounting for the remaining amount. There is no automated debt invoice. If you leave the Program with outstanding debt, it is flagged for an EV Initiative operator to review rather than generating an automatic invoice or an automatic thirty-day payment demand.

Statements. The Program portal shows the chargers attributed to you, the rate recorded against each, accrued commission, and payment history. Review statements promptly. Absent manifest error, a statement is final ninety days after it is issued.

Taxes. You are solely responsible for all taxes on commission you receive. We will issue tax information returns where law requires.

11. Your obligations

You will:

• comply with all applicable law, including electrical codes, permitting requirements, consumer protection law and advertising law;
• ensure every installation is performed by a person properly licensed to perform it;
• describe our products, the Program and our services accurately, and make no representation about them beyond what we have published;
• make no guarantee to a customer about charging revenue, carbon credit revenue, incentive eligibility, rebate approval, or grant approval;
• make no statement to anyone about what a charger in our Ownership Program has earned, will earn or could earn, as Section 7 sets out;
• disclose your commission relationship where law or professional obligation requires it;
• not disparage us, and not use our marks except as Section 13 permits;
• cooperate with any reasonable request for information about a deployment;
• promptly notify us of any safety issue, regulatory inquiry, or customer complaint relating to a charger you deployed.

12. Program integrity

Commission tiers exist to recognise genuine deployment to genuine operating customers.

Chargers deployed other than in good faith do not count toward tiers and accrue no commission. Misrepresenting who originated a site, or presenting a residential site as another type, is not good faith. This includes chargers registered without a genuine operating customer, chargers deployed to an entity you or a related party controls for the purpose of advancing a tier, sessions generated other than by genuine charging use, and any arrangement structured to create the appearance of deployment or usage.

We may audit deployments and sessions attributed to you. We may withhold, reverse, or reclaim commission we determine accrued from activity described in this section, and may terminate your participation in the Program.

13. Marks and materials

We grant you a limited, non-exclusive, revocable, non-transferable licence to use our name and logos solely to identify yourself accurately as an EV Initiative Sales Partner and to market products and services you are authorized to sell, in accordance with any brand guidelines we publish.

You may not register or use any domain name, business name, social media account, or trademark that incorporates or is confusingly similar to ours. This licence ends when your participation in the Program ends.

14. Confidentiality

Each party may receive non-public information from the other. You will keep our non-public information confidential, use it only for the Program, and protect it with at least reasonable care. This includes unpublished pricing, unreleased product information, customer lists we provide, and Program economics we have not published.

These obligations do not apply to information that is public through no fault of yours, that you already held without obligation of confidence, that you develop independently, or that you are required to disclose by law, provided you give us reasonable notice where you are permitted to.

15. Data protection

You may receive personal information about customers and drivers in connection with the Program. You will process it only as necessary for the Program, in accordance with applicable privacy law, and will not use it for your own marketing without the individual's consent. You will notify us promptly of any suspected unauthorized access to or disclosure of it.

16. Term and termination

Term. These Partner Terms begin when you accept them and continue until terminated.

Termination by you. You may terminate at any time by notice to us at partners@evinitiative.com.

Termination by us. We may terminate immediately for breach of these Partner Terms, for conduct described in Section 12, for loss of a required licence or insurance, for conduct that in our reasonable judgment harms our reputation or the safety of the network, or where required by law. We may otherwise terminate on thirty days' written notice.

What survives termination. Whatever the reason for termination, including under Section 12, your confidentiality obligations continue, your workmanship warranty in Section 5 continues for each installation for the period stated there, and the restriction in Section 6 on soliciting or contracting with anyone connected with a site we sourced continues for the period stated there. Where termination is for any reason other than under Section 12:

• chargers you deployed that remain active and configured as pay-to-use continue to accrue commission at their recorded rates, and we continue per-session transfers under Section 10;
• you cease accruing tier progress and may not deploy further chargers under the Program;
• your licence to use our marks ends immediately.

Where termination is under Section 12, accrual ceases and we may reclaim commission attributable to the conduct in question.

Program changes. We may modify or discontinue the Program on reasonable notice. Chargers already deployed retain their recorded rates for the duration of the accrual arrangement described above.

17. Disclaimers

The Program and the Platform are provided "as is." To the maximum extent permitted by applicable law, we disclaim all warranties, express, implied and statutory.

We make no representation about your earnings. Nothing we publish is a projection, guarantee or assurance of any level of commission, revenue or profit. Commission depends entirely on charging activity at chargers you deploy, which depends on factors outside our control.

We do not warrant that any charger will operate, that any site will generate sessions, that any rebate, incentive or grant will be approved, or that the Platform will be uninterrupted.

18. Limitation of liability

To the maximum extent permitted by applicable law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, or lost business opportunity.

Our total aggregate liability arising out of or relating to these Partner Terms is limited to the greater of the total commission we paid you, and the total we paid or owe you under job orders, in the twelve months preceding the event giving rise to the claim.

These limits do not apply to:

• liability that cannot be limited under applicable law;
• either party's obligations under Section 19;
• commission accrued under Sections 8 to 10 and not yet paid, and the price stated in a job order for work done under Section 6;
• your obligations under Section 5 to correct a defect in your workmanship and repair damage it causes, including our reasonable cost of having another installer do so if you do not;
• your breach of the restriction in Section 6 on soliciting or contracting with anyone connected with a site we sourced.

19. Indemnification

You will indemnify us and our officers, directors, employees and agents against any claim, loss, liability, damage, cost and expense, including reasonable legal fees, arising out of or relating to: your acts or omissions; any installation you perform or arrange, including any claim by a site host, property owner or owner of chargers arising from it; your breach of these Partner Terms; your violation of applicable law or of a third party's rights; any representation you make beyond what we have published; any claim by your customer, employee or subcontractor; and any claim that you were our employee or agent. This indemnity covers claims brought by anyone other than you or us against anyone it protects. A claim between you and us is governed by the rest of these Partner Terms.

We will indemnify you against a third-party claim that hardware we supplied, used as intended and without modification, infringes that party's intellectual property rights.

20. Resolving disputes

Informal resolution first. Before beginning any formal proceeding, contact legal@evinitiative.com with a description of the dispute and the relief you seek. We will work in good faith to resolve it within sixty days.

Binding arbitration. If informal resolution does not succeed, any dispute arising out of or relating to these Partner Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in San Francisco, California, or at another location we agree. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

Individual claims only. Each party agrees to bring claims only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding.

Exceptions. Either party may bring a qualifying claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information.

Partners resident in Canada. Where you are resident in Canada and mandatory law in your province or territory restricts the enforceability of the arbitration agreement above, disputes will instead be determined by the courts of that province or territory, and both parties submit to their non-exclusive jurisdiction.

Time limit. Any claim must be brought within one year after it arises, except where applicable law provides otherwise and that provision cannot be waived.

21. Governing law

These Partner Terms are governed by the laws of the State of California, without regard to its conflict of laws rules, except where mandatory law in your place of residence or place of business requires otherwise.

22. General

Entire agreement. These Partner Terms, together with the Terms of Service, the Privacy Policy, and the terms of sale for any hardware you purchase, form the entire agreement between us regarding the Program.

Severability. If a provision is held unenforceable, the remainder continues in effect and that provision is modified to the minimum extent necessary.

No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.

Assignment. You may not assign these Partner Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets.

Notices. We may give notice through the Program portal or by email to the address on your Program account. Notices to us go to legal@evinitiative.com.

Survival. Sections concerning commission already accrued, your workmanship warranty (Section 5), the restriction on soliciting or contracting with anyone connected with a site we sourced (Section 6), confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution and governing law survive termination.

23. Contact

• EV Initiative, Inc., 2108 N St, Suite #4103, Sacramento, CA 95816
• legal@evinitiative.com
• partners@evinitiative.com