# Sales Partner Program Terms

**Version 2026.10.08-v1**
**Effective 8 October 2026**

EV Initiative, Inc. https://evinitiative.com/sales-partner-terms

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## 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%:

| 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.** 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%:

| Charger, by deployment order | Commission rate |
|---|---|
| 1 through 49 | 2.00% |
| 50 through 99 | 2.25% |
| 100 through 149 | 2.75% |
| 150 through 199 | 3.00% |
| 200 through 249 | 3.50% |
| 250 through 299 | 4.00% |
| 300 through 349 | 4.50% |
| 350 and above | 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