(Last Revised June 1, 2026)
Agreement is incorporated, the "Agreement") is entered into by and between synergEV, Inc., a Texas Corporation with offices located at 5700 Tennyson Pkwy Suite 300 Plano, TX 75024, E-Mail: legal@synergEV.com ("SYNERGEV"), and the subscriber who is agreeing to this Agreement ("Subscriber") as of the date it is agreed to by Subscriber ("Effective Date"). This Agreement may be amended by SYNERGEV from time to time in accordance with Section 12(c).
1. DEFINITIONS
Any EVSE that has been approved by SYNERGEV for use with the SYNERGEV Service. A list of all Certified EVSE is available upon request by Subscriber.
"Confidential Information"
Any and all information disclosed by one party to the other party, directly or indirectly, in writing, orally, electronically, or in any other form, that is marked as "confidential" or "proprietary" or with a similar designation at the time of the disclosure, or is or should be reasonably understood to be confidential or proprietary to the disclosing party given the nature of the information and the circumstances of the disclosure, including information about the SYNERGEV Service, the Documentation, and the terms of this Agreement. Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was known by the recipient at or before the time of disclosure; (iii) is received from a third party not under a confidentiality obligation; or (iv) is independently developed by the recipient without breach of this Agreement.
Such manuals, documentation and any other supporting materials relating to the SYNERGEV Service that are provided to Subscriber by SYNERGEV in connection with this Agreement.
"Driver"
Any driver who charges an electric vehicle using EVSE that is managed by the SYNERGEV Service.
Electric vehicle supply equipment used to charge electric vehicles, including Level 2 (AC) and Level 3 (DC) chargers, that is managed by the SYNERGEV Service.
"Expenses"
The out-of-pocket expenses incurred by SYNERGEV in connection with its performance of any Related Services.
2. SYNERGEV SERVICE
2(a). License to SYNERGEV Service
Subject to the terms and conditions of this Agreement and the timely payment of all fees hereunder, SYNERGEV grants to Subscriber a nonexclusive, nontransferable, non-sublicensable limited right and license, during the term of this Agreement, to access and use the SYNERGEV Service through a compatible Internet browser or other remote Internet interface approved by SYNERGEV for the purpose of configuring and administering Subscriber's network of EVSE; provided, however, that Subscriber's use of the SYNERGEV Service must be exercised solely (a) in accordance with the Documentation; (b) for Subscriber's own internal business use; and (c) subject to the limitations and restrictions set forth in this Agreement (including Statement of Work No. 1 attached hereto as Exhibit B). The licenses above do not include a license with respect to any source code owned by SYNERGEV.
Subscriber may provide access to the SYNERGEV Service through the Mobile App to as many Drivers as it deems appropriate. Each Subscriber Affiliate and Driver will be considered an agent of Subscriber, and not an agent of SYNERGEV. SYNERGEV makes no representations or warranties for the benefit of any Subscriber Affiliate or Driver. Subscriber will be responsible for (i) ensuring that each Subscriber Affiliate complies with all terms and conditions of this Agreement and (ii) all acts and omissions of any Subscriber Affiliate as if such acts or omissions were Subscriber's own.
2(b). Restrictions
(1) Subscriber acknowledges that the SYNERGEV Service, including the know-how embodied therein, constitutes the valuable trade secrets of SYNERGEV. Subscriber may not, and may not allow others to: (a) copy, disassemble, decompile, reverse engineer, decode, modify, create derivative works based on, or customize the SYNERGEV Service or any components thereof; (b) copy, use, or commercially exploit the SYNERGEV Service other than as expressly allowed in this Agreement; (c) distribute, assign, sell, lease, sublicense, or otherwise offer the benefits of the SYNERGEV Service to any third party; (d) access the SYNERGEV Service by any means other than through the interface provided by SYNERGEV; or (e) gain unauthorized access to the SYNERGEV Service.
(2) SYNERGEV reserves the right to suspend or permanently terminate any Subscriber Affiliate's or Driver's use of the SYNERGEV Service if SYNERGEV believes, in its sole discretion, that such use could be harmful to SYNERGEV or Subscriber, create liability, or negatively impact reputation or goodwill.
(3) Subscriber may not use the SYNERGEV Service to manage any EVSE that is not Certified EVSE.
2(c). Service Level Agreement
2(d). Subscriber Responsibilities
2(e). Display of Name/Logo
3. STATEMENTS OF WORK AND RELATED SERVICES
3(a). Statements of Work
During the term of this Agreement, the parties may from time to time execute Statements of Work. The Statement of Work attached hereto as Exhibit B, as well as any future Statements of Work agreed to by the parties, are hereby incorporated into this Agreement.
3(b). Resources
SYNERGEV will provide such resources and utilize such employees and/or subcontractors as it reasonably deems necessary to perform any Related Services. The manner and means used by SYNERGEV to perform any Related Services are in the sole discretion and control of SYNERGEV.
4. CONFIDENTIAL INFORMATION; PRESS RELEASE
4(a). Confidentiality Obligations
Each party will (i) hold all Confidential Information of the other party in strict confidence and will not disclose any Confidential Information to any third party except to its officers, employees, contractors and agents who have a need to know such information in connection with the performance of its obligations under this Agreement; (ii) avoid the unauthorized use or disclosure of the other party's Confidential Information using the same degree of care it uses to safeguard its own confidential information, but in no event less than a reasonable degree of care; and (iii) use the other party's Confidential Information only in connection with the performance of its obligations under this Agreement.
These restrictions will not apply to the extent that disclosure is: (i) approved in writing by the disclosing party; (ii) necessary for the receiving party to enforce its rights under this Agreement in a legal proceeding; or (iii) required by law or order of a court or administrative body, provided that the receiving party promptly notifies the disclosing party in writing of such required disclosure and cooperates with the disclosing party in any lawful action to contest or limit the scope of such required disclosure.
4(b). Equitable Relief
The parties acknowledge that (i) the covenants in Section 4(a) are reasonable and necessary to protect the legitimate interests of the parties; (ii) the parties would not have entered into this Agreement in the absence of such covenants; and (iii) any violation or threatened violation of such covenants would cause irreparable harm for which monetary damages would not be adequate. In the event of a breach of Section 4(a), the non-breaching party will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.
4(c). Usage Data
Notwithstanding anything to the contrary in this Agreement, Subscriber hereby (i) authorizes SYNERGEV to disclose anonymized Usage Data to third party utilities and government authorities to the extent required by written agreement with such third parties; and (ii) grants to SYNERGEV a royalty-free, worldwide, perpetual, non-exclusive right and license to use, reproduce, distribute, and make derivative works of the Usage Data.
5. PAYMENT
5(a). Fees
Subscriber will pay SYNERGEV (i) the fees (collectively, the "Fees") set forth in Exhibit B and in the Sales Order, and (ii) any Expenses, by ACH in U.S. Dollars. After the Initial Term, each of the Fees will be increased by three percent (3%) in each Renewal Term, on a compounded basis.
5(b). Invoices and Terms
At the beginning of each calendar month, SYNERGEV will deliver an invoice to Subscriber for the Fees and/or Expenses due for such calendar month and any prior calendar months. Subscriber will pay each invoice within thirty (30) calendar days of the invoice date or by such other date specified in the applicable Statement of Work. If any Fee or other amount owed is past due, SYNERGEV reserves the right to (i) apply a service charge at the rate of 1.5% per month (not to exceed the maximum rate allowed by law); and/or (ii) suspend Subscriber's access to the SYNERGEV Service.
5(c). Taxes
Subscriber will be responsible for payment of all taxes (other than taxes based on SYNERGEV's income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of Fees to SYNERGEV under this Agreement. Subscriber will pay all Fees to SYNERGEV free and clear of, and without reduction for, any withholding taxes.
5(d). Other Payments
To the extent permitted by Legal Requirements, SYNERGEV will be entitled to receive any and all credits, benefits, rebates, refunds, and other incentives provided by governmental authorities and/or utilities resulting from Subscriber's, Subscriber Affiliates', and Drivers' use of EVSE.
6. TERM; TERMINATION
6(a). Term
The term of this Agreement will commence on the Effective Date and will continue for the period set forth in the Sales Order (the "Initial Term"). Thereafter, this Agreement will automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either party notifies the other of its intention not to renew at least one hundred eighty (180) days before the end of the then-current Renewal Term.
6(b). Termination
Either party may terminate this Agreement by providing written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) calendar days after written notice thereof by the non-breaching party. Upon a termination of this Agreement, all Statements of Work then in effect will automatically terminate as well.
6(c). Effects of Termination
Upon the expiration or termination of this Agreement for any reason: (i) all rights and licenses granted to Subscriber hereunder will immediately terminate; (ii) Subscriber will immediately stop using the SYNERGEV Service; and (iii) within thirty (30) days, each party will, at the other party's option, either destroy or permanently erase all copies of the other party's Confidential Information under its control; provided, however, that each party may retain one archival copy of the other party's Confidential Information. Upon any termination, Subscriber will remain obligated to pay all Fees and Expenses that have accrued prior to the effective date of termination. Sections 1, 2(b), 2(e), and 4 through 11, and any provisions in the Exhibits that by their nature would reasonably be expected to survive, will survive the expiration or termination of this Agreement.
7. PROPRIETARY RIGHTS
7(a). SYNERGEV
As between SYNERGEV and Subscriber, SYNERGEV will exclusively own and retain all right, title, and interest, including all Intellectual Property Rights, in and to (i) the SYNERGEV Service (including all Documentation) and any Related Services; (ii) all Confidential Information of SYNERGEV; (iii) any suggestions, recommendations, or other feedback relating to the SYNERGEV Service provided by Subscriber or any Subscriber Affiliate or Driver; and (iv) any modifications, updates, copies, translations, improvements, derivative works, or adaptations of any of the foregoing.
7(b). Subscriber
As between SYNERGEV and Subscriber, Subscriber will exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to (i) the Usage Data and (ii) all Confidential Information of Subscriber (collectively, the "Subscriber Materials"). Subscriber hereby grants SYNERGEV a royalty-free, worldwide, non-exclusive right and license to use, reproduce, distribute, transmit, perform, display, and make derivative works of the Subscriber Materials solely for the purpose of performing any Related Services.
8. LIMITED WARRANTY
8(a). Mutual
Each party represents and warrants to the other that the execution, delivery and performance of this Agreement (i) is within its corporate powers; (ii) has been duly authorized by all necessary corporate action; and (iii) does not and will not contravene, violate, or constitute a default under any Legal Requirement, judgment, decree, order, contract, or other undertaking applicable to such party.
8(b). SYNERGEV Service
SYNERGEV warrants that, when operated in accordance with the Documentation, the SYNERGEV Service will substantially conform to the specifications set forth in the Documentation. This warranty will not apply to the extent that a breach arises from (i) any use not in accordance with this Agreement or any Legal Requirements; (ii) any use in combination with other services or products provided by Subscriber or third parties; or (iii) any modification of the SYNERGEV Service by Subscriber or any third party. SYNERGEV's sole obligation for a breach of this warranty will be, at SYNERGEV's option, either to (i) remedy the purported defect within a reasonable time or (ii) terminate this Agreement and refund any prepaid Fees for the period after such termination.
8(c). Related Services
SYNERGEV warrants that it will perform any Related Services in a professional and workmanlike manner. SYNERGEV's sole obligation for a breach of this warranty will be, at SYNERGEV's option, either to: (a) re-perform any Related Services that fail to meet the foregoing warranty; or (b) terminate the applicable Statement of Work and refund any Fees paid for Related Services that fail to meet the foregoing warranty.
8(d). General Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8(a), 8(b), AND 8(c), THE SYNERGEV SERVICE IS PROVIDED "AS-IS" AND "AS AVAILABLE" AND SYNERGEV EXPRESSLY DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SYNERGEV DOES NOT WARRANT THAT THE SYNERGEV SERVICE WILL MEET ALL OF SUBSCRIBER'S REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT THE SYNERGEV SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SYNERGEV DOES NOT WARRANT THAT THE SYNERGEV SERVICE WILL MEET ALL OF SUBSCRIBER'S REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT THE SYNERGEV SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8(e). Third-Party Data
THE SYNERGEV SERVICE MAY CONTAIN DATA FROM THIRD-PARTY PROVIDERS AND/OR WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY SYNERGEV. SYNERGEV HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, SUCH DATA OR POLICIES. SUBSCRIBER EXPRESSLY RELIEVES SYNERGEV FROM ANY AND ALL LIABILITY ARISING FROM SUBSCRIBER'S USE OF ANY SUCH THIRD-PARTY DATA.
9. LIMITATION OF LIABILITY
SYNERGEV'S AGGREGATE LIABILITY TO SUBSCRIBER FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL THEORY WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY SUBSCRIBER TO SYNERGEV IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH SUCH CLAIM INITIALLY AROSE. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, GOODWILL, LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. INDEMNIFICATION
10(a). SYNERGEV
SYNERGEV will, at its sole expense, defend, indemnify, save and hold harmless Subscriber and Subscriber's officers, directors, agents and employees from any and all damages, losses, liabilities, costs or expenses, including reasonable attorneys' fees ("Losses"), resulting from third-party claims, demands, suits, or proceedings ("Claims") arising out of or relating to (i) SYNERGEV's breach of its representations, warranties, or covenants; (ii) infringement of any valid United States copyright or trade secret by the SYNERGEV Service; and (iii) SYNERGEV's gross negligence or willful misconduct.
10(b). Subscriber
Subscriber will, at its sole expense, defend, indemnify, save and hold harmless SYNERGEV and SYNERGEV's officers, directors, agents and employees from any and all Losses resulting from Claims arising out of or relating to (i) an alleged breach by Subscriber or any Subscriber Affiliate of any representation, warranty or covenant; (ii) the Subscriber Materials; (iii) any representations or warranties made by Subscriber to any Subscriber Affiliate, Driver, or third party concerning any aspect of the SYNERGEV Service; (iv) acts or omissions of Subscriber or any Subscriber Affiliate; and (v) Subscriber's gross negligence or willful misconduct.
10(c). Requirements
Any party seeking indemnification will (i) promptly notify the indemnifying party in writing; (ii) provide the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (iii) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party's approval of any settlement, which approval will not be unreasonably withheld or delayed.
11. INSURANCE
During the Term, SYNERGEV will maintain, with reputable insurance companies, the following coverages: (a) workers' compensation insurance as required by Legal Requirements; (b) general liability insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 annually; (c) commercial umbrella/excess liability insurance with a minimum limit of $2,000,000 per occurrence and $2,000,000 annually; (d) professional liability insurance with a minimum limit of $1,000,000; and (e) cyber insurance with a minimum limit of $1,000,000. Upon Subscriber's request, SYNERGEV will provide certificates of insurance evidencing the foregoing coverages.
12. MISCELLANEOUS
12(a). Arbitration - AMENDED
In the event of any dispute, claim or controversy between the parties arising out of or relating to this Agreement, whether in contract, tort, equity or otherwise, and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, such dispute, claim or controversy will be resolved by and through arbitration before one (1) arbitrator, to be administered by JAMS (formerly Judicial Arbitration and Mediation Services, Inc.), or its successor, pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules.
The location of any arbitration proceeding will be mutually agreed upon by the parties in writing at the time a dispute arises; absent such agreement, arbitration will be conducted remotely via videoconference or other mutually acceptable means. The question of whether a particular dispute is subject to arbitration under this Agreement will be determined by a court of competent jurisdiction, and not by the arbitrator. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The costs of arbitration, any proceeding in court to confirm or vacate any arbitration award, and each party's reasonable attorneys' fees will be borne by the unsuccessful party or, at the discretion of the arbitrator(s), prorated in such proportion as the arbitrator(s) determine(s) to be equitable.
12(b). Export Restrictions
Subscriber understands and acknowledges that SYNERGEV is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, that prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of SYNERGEV to provide access to the SYNERGEV Service are subject in all respects to such United States laws and regulations as govern the license and delivery of technology and products abroad, including the Export Administration Regulations ("EAR"). Subscriber agrees to comply in all respects with the export and re-export restrictions applicable to the SYNERGEV Service.
12(c). Entire Agreement; Amendments - AMENDED
This Agreement, including any exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter, including any purchase orders or other business forms drafted by Subscriber, which are hereby terminated and of no further force or effect.
SYNERGEV may amend this Agreement at any time by posting an updated version and providing Subscriber with written notice. For non-material amendments (such as updates required by law, corrections of typographical errors, or clarifications that do not reduce Subscriber's rights), the amendment will take effect upon posting. For material amendments (including any change to pricing, service scope, liability, or dispute resolution), SYNERGEV will provide Subscriber with at least thirty (30) days' prior written notice.
If Subscriber has concerns regarding a material amendment, Subscriber will notify SYNERGEV in writing within fifteen (15) days of receiving such notice, and the parties will engage in good-faith negotiations for a period of no less than fifteen (15) days to reach a mutually agreeable resolution (the "Negotiation Period"). SYNERGEV will give reasonable consideration to Subscriber's concerns, including the possibility of maintaining prior terms for the remainder of the then-current Term.
If the parties are unable to reach a resolution by the end of the Negotiation Period, Subscriber may either (i) accept the amended terms, in which case continued use of the SYNERGEV Service will constitute acceptance, or (ii) terminate this Agreement without penalty by providing written notice to SYNERGEV, with termination effective at the end of the thirty (30) day notice period. In the absence of written objection within fifteen (15) days of SYNERGEV's amendment notice, Subscriber's continued use of the SYNERGEV Service will constitute acceptance of the amended terms.
12(d). Waivers
The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement.
12(e). Severability
If the application of any provision of this Agreement to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (i) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby; and (ii) such provision will be enforced to the maximum extent possible so as to effect the intent of the parties.
12(f). Assignment
The rights granted and obligations undertaken in this Agreement are personal to Subscriber and Subscriber agrees not to transfer, assign or sublicense such rights or obligations to any third party. Any attempted transfer, assignment or sublicense by Subscriber will be null and void.
12(g). Relationship
The relationship of SYNERGEV and Subscriber established by this Agreement is that of independent contractors, and nothing contained in this Agreement will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the parties.
12(h). Law; Venue - AMENDED
This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any contrary choice of law rules, and applicable United States federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Notwithstanding the foregoing, to the extent Subscriber is a governmental entity or political subdivision, this Agreement will be governed by and construed in accordance with the laws of the state in which Subscriber is organized or operates, and any legal proceedings arising out of or relating to this Agreement may be brought in a court of competent jurisdiction in such state.
12(i). Notices
All notices under this Agreement will be in writing and will be delivered to a party at the physical address or e-mail address specified in the Sales Order, Attn: Chief Legal Officer, by: (1) registered mail, return receipt requested; (2) overnight delivery service; (3) e-mail; or (4) hand delivery. Notice will be effective: (i) seven (7) calendar days after deposit in the mail; (ii) the next business day after deposit with an overnight delivery service; (iii) upon receipt by e-mail; or (iv) on the date of hand delivery.
12(j). Force Majeure
Except for Subscriber's obligations to pay SYNERGEV hereunder, neither party will be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control.
12(k). Construction - AMENDED
The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent. In the event of any ambiguity in the meaning or interpretation of any provision of this Agreement, such ambiguity will be resolved in accordance with applicable rules of contractual construction, including, where appropriate, the principle that ambiguous language may be construed against the drafting party.
12(l). Headings
The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.
12(m). Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same Agreement. All signed fax copies of the Agreement will be deemed as valid as an original.
EXHIBIT A — SaaS Service Level Agreement
1. DEFINITIONS
"Error"
An event that causes interruption to, or a reduction in, the quality of, the Software.
"EV"
Electric vehicle.
"EVSE"
The hardware components (electric vehicle supply equipment) that make up an EV charging station.
"Host"
The owner or operator of an EV charging station.]
"Response Time"
After SYNERGEV receives notice of an Error, the amount of time it takes SYNERGEV to provide Subscriber with an update and potential resolution time for such Error.
"Resolution Time"
After SYNERGEV receives notice of an Error, the amount of time it takes SYNERGEV to resolve such Error, which may include a permanent fix or temporary workaround.
"Scheduled Downtime"
The number of hours in a given calendar month that one or more material elements of the Software is not available to Subscriber because of scheduled system maintenance for which SYNERGEV has provided Subscriber with at least 48 hours prior notice. Software downtime that occurs any Tuesday between 2:00 a.m. and 4:00 a.m. Pacific Time will qualify as Scheduled Downtime without prior notice. SYNERGEV will use commercially reasonable efforts to perform Scheduled Downtime from 11:00 p.m. to 4:00 a.m. Pacific Time.
"Software"
The software included within the SYNERGEV Service.
"Unscheduled Downtime"
The number of hours in a given calendar month that one or more material elements of the Software is not available to Subscriber because of system maintenance that is not Scheduled Downtime.
2. AVAILABILITY
The Software will be available to Subscriber twenty-four (24) hours a day, seven (7) days a week, 99.9% of the time (the "Availability Percentage"), measured on a calendar monthly basis, excluding (a) Scheduled Downtime, (b) up to a total of four (4) hours per month of Unscheduled Downtime, and (c) downtime caused by Subscriber or its agents or by other forces beyond the reasonable control of SYNERGEV. The unavailability of certain specific features or functions of the Software that are not, in the aggregate, material to the Software as a whole will not constitute unavailability of the Software.
3. RESOLUTION OF ERRORS
3(a). Categorization of Errors
The Severity Level of any Error will be determined by SYNERGEV in its reasonable discretion.
3(b). Response & Resolution Times
Subscriber will use commercially reasonable efforts to provide detailed, accurate, and immediate notification to SYNERGEV of any Error so that SYNERGEV can take remedial action as soon as possible. SYNERGEV will use commercially reasonable efforts to respond to and resolve each Error in accordance with its Severity Level. SYNERGEV is not obligated to remedy any Error caused by user error, Subscriber's failure to use a compatible system or web browser, or any Error caused by the EVSE.
Subscriber will power cycle the EVSE upon request of SYNERGEV. If SYNERGEV is unable to fix an Error remotely within the applicable remote workaround time period, such Error will be referred to the Subscriber's field service team for resolution. If the Error is not covered by a valid warranty, additional service fees may apply.
10(c). Requirements
Any party seeking indemnification will (i) promptly notify the indemnifying party in writing; (ii) provide the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (iii) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party's approval of any settlement, which approval will not be unreasonably withheld or delayed.
4. TECHNICAL SUPPORT
SYNERGEV technical support will be available by phone at (866) 816-7584 or by email at support@synergEV.com (email subject to change) based on the schedule communicated to Subscriber at the time of onboarding.
EXHIBIT B — Statement of Work No. 1 – synergEV Network
SYNERGEV technical support will be available by phone at (866) 816-7584 or by email at support@synergEV.com (email subject to change) based on the schedule communicated to Subscriber at the time of onboarding.
"Charging Session"
A Driver's use of an EVSE to charge such Driver's electric vehicle.
"Driver Transaction Fee"
The fee charged by SYNERGEV per Charging Session, equal to 4% of the applicable Session Fee plus $0.25 per Charging Session, or such other rate as specified in the applicable Sales Order.
"Regulatory Charges"
Any and all charges or fees imposed by applicable state and federal regulatory authorities with respect to a Charging Session or the use of EVSE.
"Session Fees"
Any and all fees collected by SYNERGEV for each Charging Session, including any applicable Taxes and/or Regulatory Charges.
"SYNERGEV Service"
Collectively, (i) the object code versions of SYNERGEV's web-based software that manages the networks to which EVSEs are connected, including dashboard, reporting suite, flexible pricing policies, EVSE station access control, OCPI integrations, and compatibility with virtually any OCPP1.6 (or most up-to-date version) JSON-enabled hardware; (ii) the Mobile App; (iii) the Documentation; and (iv) Updates to any of the foregoing.
"Taxes"
Sales, use, and other taxes imposed by applicable taxing authorities with respect to a Charging Session.
2. TERRITORY
Subscriber may implement the SYNERGEV Service only with respect to EVSE located in the United States.
3. TRADEMARKS
Subscriber agrees not to remove, conceal, or modify any SYNERGEV trademarks, service marks, logos or any other markings or labels displayed on EVSE (or peripheral equipment thereto) that is sold or otherwise provided to Subscriber by SYNERGEV.
4. RELATED SERVICES
4(a). Setup and Configuration Services
SYNERGEV will (i) help Subscriber set up and configure the SYNERGEV Service according to SYNERGEV's standard specifications and (ii) provide Subscriber with training and support resources for the SYNERGEV Service.
4(b). Managed Services
SYNERGEV will actively monitor and optimize the Subscriber EVSE through the length of the Term.
4(c). Additional Services
Any services requested by Subscriber that are outside the scope of this SOW will be considered "Additional Services." Subscriber will pay hourly rates for such Additional Services, or the parties will enter into a separate Statement of Work for such Additional Services prior to their provision.
5. COMPENSATION
5(a). Session Fees
Subscriber will have the sole authority to determine and set the Session Fees for each Charging Session, and such Session Fees will always include all applicable Taxes and Regulatory Charges. SYNERGEV will collect all Session Fees and will remit such fees to Subscriber within thirty (30) days after the end of the calendar quarter in which such Session Fees were collected, after deducting the applicable Driver Transaction Fees and any applicable Taxes and Regulatory Charges.
5(b). Driver Transaction Fee
SYNERGEV will charge and collect, for its own account, the Driver Transaction Fee with respect to each Charging Session. The Driver Transaction Fee is 4% of the applicable Session Fee plus $0.25 per Charging Session unless a different rate is specified in the applicable Sales Order, in which case the rate set forth in the Sales Order will control.
5(c). Other Fees
All other Fees payable to SYNERGEV will be set forth on the applicable Sales Order (which Fees will begin to accrue on the Effective Date of this Agreement).
5(d). Expenses
All Expenses will require Subscriber's prior written approval. Subscriber will reimburse SYNERGEV for all Expenses on a monthly basis. SYNERGEV will provide Subscriber with supporting documentation for Expenses upon request.