EV Initiative — 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 chargers you deploy.

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.

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. 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. 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 13.

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.

5. Commission on charging sessions

What you earn. In addition to your hardware and installation margin, you earn a commission calculated as a percentage of the paid session revenue generated on each charger you deploy under the Program, for as long as that charger remains active on the EV Initiative network and configured as pay-to-use.

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:

Charger, by deployment order	Commission rate
1 through 49	2.00%
50 through 99	2.25%
100 through 149	2.75%
150 and above	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. Commission accrual begins when your fourth pay-to-use charger is deployed. Your first three chargers carry their recorded rates and begin accruing from that point. Sessions that ran before you qualified do not accrue commission and are not paid retroactively.

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. If such a charger is later configured as pay-to-use, it accrues at its recorded rate from that point forward.

Deployment. A charger is deployed under the Program when it is installed, commissioned, connected to the EV Initiative network, and attributed to you in our systems. Attribution is recorded at commissioning.

6. Where commission comes from

Commission is paid from the platform fee EV Initiative retains on a session. 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.

7. Accrual, payment and reversal

Accrual. Commission accrues on paid sessions that are actually collected. It does not accrue on a session that is authorized but not collected, on a session at no cost to the driver, or on a session billed to a fleet account where no driver payment occurs, unless we expressly state otherwise.

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. We pay on our regular payout cycle. We may apply a minimum payout threshold, which is disclosed in the Program portal.

Reversal. If a session is refunded, charged back, or otherwise reversed, the commission accrued on it is reversed. Reversals are offset against future commission. Where your accrued balance is insufficient to absorb a reversal, we may invoice you for the difference, payable within thirty days.

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.

8. 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;
• disclose your commission relationship where law or professional obligation requires it;
• not disparage us, and not use our marks except as Section 10 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.

9. 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. 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.

10. 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.

11. 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.

12. 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.

13. 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 9, 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. Where termination is for any reason other than under Section 9:

• chargers you deployed that remain active and configured as pay-to-use continue to accrue commission at their recorded rates, and we continue to pay it on our regular cycle;
• you cease accruing tier progress and may not deploy further chargers under the Program;
• your licence to use our marks ends immediately;
• your confidentiality obligations continue.

Where termination is under Section 9, 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.

14. 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.

15. 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 total commission we paid you 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, or to either party's obligations under Section 16.

16. 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; 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.

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.

17. 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.

18. 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.

19. 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, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution and governing law survive termination.

20. Contact

• EV Initiative, Inc.
• legal@evinitiative.com
• partners@evinitiative.com