Terms & Conditions

IMPORTANT: THIS AGREEMENT GOVERNS THE SITE HOST’S ACCESS TO AND USE OF THE CHARGEUP CANADA NETWORK SERVICES AND RELATED SERVICES. THE EFFECTIVE DATE OF THIS AGREEMENT (THE DATE ON WHICH THE SITE HOST IS BOUND BY THE TERMS HEREOF) IS THE EARLIEST OF: (I) THE DATE ON WHICH AN ORDER FORM IS SIGNED, (II) CLICKING TO ACCEPT THESE TERMS, OR (III) ACCESSING OR USING THE SERVICES.

This ChargeUp Canada Site Host Agreement (this “Agreement”) is entered into between ChargeUp Canada Inc. (“ChargeUp”, “we”, “us”, or “our”) and the customer identified in the applicable Order Form or other ordering document (“Site Host”, “you”, or “your”). For the purposes of this Agreement, a Site Host is defined as the individual or organization that owns or occupies the physical property where EV charging stations are installed. This Agreement governs your access to and use of ChargeUp’s branded electric vehicle charging network management, payment, support, dashboard, and related services (collectively, the “Services”) in connection with electric vehicle charging stations, related hardware, and associated site infrastructure located at the sites identified by the parties (the “Sites”). ChargeUp may provide all or part of the Services using software, infrastructure, and services licensed or obtained from third-party providers, including white-labeled or private-labeled technology. As between ChargeUp and Site Host, ChargeUp is the sole contracting party for the Services, and no third-party provider owes any duty or obligation directly to Site Host unless expressly agreed by such third party in writing.

This Agreement includes any Order Form, statement of work, service schedule, pricing schedule, privacy addendum, and other documents expressly incorporated by reference. In the event of a conflict, the following order of precedence applies unless the applicable document expressly states otherwise: (a) the Order Form; (b) any negotiated amendment or addendum signed by both parties; (c) any service schedule or privacy addendum; and (d) this Agreement. Any terms contained in a purchase order, vendor portal, invoice, click-through presented by Site Host, or other Site Host form are void and of no effect unless expressly accepted in writing signed by ChargeUp.

1. Services; Relationship of the Parties

1.1 Services. Subject to this Agreement and the applicable Order Form, ChargeUp grants Site Host a limited, non-exclusive, non-transferable, non-sublicensable right during the Term for Site Host and its authorized employees, contractors, property managers, and agents (“Authorized Users”) to access and use the Services solely for Site Host’s internal business purposes in connection with the ownership, operation, management, and monetization of electric vehicle charging stations (“EVCS”) and related infrastructure approved by ChargeUp for use with the Services. ChargeUp may update, enhance, modify, replace, or discontinue features of the Services from time to time, provided that ChargeUp will not materially reduce the core functionality of the Services purchased by Site Host during the then-current subscription term except where required for security, legal, regulatory, or third-party dependency reasons. For the sake of clarity, the subscription term prevails while the Services are being supplied by ChargeUp.

1.2 End Users; Site Host Program Rules; Billing Model. Site Host may allow drivers, tenants, invitees, employees, customers, or other users approved by Site Host or ChargeUp (“End Users”) to access and use the EVCS. ChargeUp may make available mobile applications, web tools, support channels, payment services, and end user terms applicable to End Users. Site Host is responsible for establishing the commercial rules for its Sites that are offered through the Services, including pricing, availability windows, access rules, parking or idle fee settings, and site-specific policies, subject to applicable law, ChargeUp’s technical limitations, and any parameters specified in the Order Form. If ChargeUp or its payment processor collects charging fees, parking fees, reservation fees, idle fees, taxes, or other permitted amounts from End Users on Site Host’s behalf (“User Fees”), ChargeUp will account for and remit net amounts to Site Host in accordance with Section 3. ChargeUp may delay or condition payouts where required to verify identity, banking information, sanctions compliance, fraud concerns, disputed site ownership, tax registration status, or suspected misuse.

1.3 Environmental Attributes. Unless otherwise expressly stated in an Order Form, all credits, incentives, rebates, offsets, environmental attributes, low-carbon fuel standard credits, renewable energy certificates, emissions reductions, and similar rights or benefits arising from the operation or energy consumption of the EVCS or the Services (“Environmental Attributes”) will belong exclusively to ChargeUp, and Site Host hereby assigns and agrees to assign to ChargeUp all right, title, and interest in and to such Environmental Attributes and will provide reasonable cooperation and documentation required for ChargeUp to register, claim, verify, monetize, transfer, or retain them. If applicable law prohibits such allocation, the parties will cooperate in good faith to achieve substantially the same economic result to the maximum extent permitted by law.

1.4 Support; Third-Party Dependencies. In circumstances where ChargeUp does not supply the EVCS as part of the Order, ChargeUp will provide commercially reasonable remote support for the Services during the support hours or service levels, if any, stated in the Order Form. ChargeUp is not the manufacturer, installer, electrician, utility, network carrier, payment card network, or internet service provider, and ChargeUp is not responsible for faults, downtime, delays, data loss, billing errors, unavailability, or damage caused by EVCS hardware, firmware supplied by third parties, telecommunications failures, utility interruptions, payment processor failures, site conditions, installation defects, misuse, vandalism, accidents, or other matters outside ChargeUp’s reasonable control. Where an issue is attributable to a third party, ChargeUp may coordinate with that third party as a courtesy, but ChargeUp does not assume that third party’s obligations or liabilities. In circumstances where ChargeUp supplies the EVCS as part of the Order, ChargeUp will assume only those responsibilities expressly identified in the applicable Order Form, and all other responsibilities remain with Site Host.

1.4.1 Installation. ChargeUp may employ a subcontractor to install the EVCS hardware at the Site. In such instances, ChargeUp will pass on the subcontractor’s warranty as it pertains to the proper functioning of the EVCS hardware. ChargeUp assumes no responsibility further than that which has been assumed by the warranty of the EVCS manufacturer or installer, as the case may be.

1.5 Suspension; Protective Actions. ChargeUp may suspend or limit access to any portion of the Services, disable an EVCS connection, withhold payouts, or take other reasonable protective actions, with or without notice, if ChargeUp believes such action is necessary to: (a) address security or fraud risks; (b) comply with law, court order, or governmental request; (c) prevent harm to persons, property, the Services, or third parties; (d) respond to a Site Host breach of this Agreement or non-payment; (e) perform maintenance or emergency repairs; (f) respond to a suspension, restriction, or failure affecting any underlying software, infrastructure, telecommunications, payment, or other third-party dependency used to provide the Services; or (g) protect ChargeUp’s reputation, merchant relationships, payment channels, incentives, regulatory standing, or network integrity. ChargeUp will use commercially reasonable efforts to restore affected Services promptly when the applicable issue has been resolved. ChargeUp will have no liability for any suspension or protective action taken in good faith under this Section.

1.6 No Direct Rights Against Underlying Providers. Site Host acknowledges that certain components of the Services may be provided or enabled by third parties, including software licensors, cloud hosting providers, telecom providers, utilities, OEMs, and payment processors (“Underlying Providers”). Site Host has no direct claim, right of action, warranty, or beneficiary right against any Underlying Provider by virtue of this Agreement. To the maximum extent permitted by law, Site Host waives and releases any claim against any Underlying Provider arising from or relating to the Services, and Site Host’s sole contractual recourse in relation to the Services is against ChargeUp, subject to the limitations and exclusions in this Agreement and the Order Form.

2. Site Host Obligations; Restrictions

2.1 Site Host Responsibilities. Unless otherwise agreed to as part of a ChargeUp project proposal, Site Host, at its sole cost and risk, is responsible for: (a) procuring, installing, commissioning, owning or leasing, operating, testing, repairing, maintaining, and replacing the EVCS, utility service, networking, signage, parking controls, and all other site equipment and infrastructure not expressly stated in an Order Form to be provided by ChargeUp; (b) ensuring the Sites are safe, legally compliant, accessible, and suitable for the EVCS and the Services; (c) obtaining and maintaining all landlord consents, permits, inspections, approvals, utility arrangements, insurance, and legal rights necessary for installation and operation of the EVCS and provision of the Services at the Sites; (d) maintaining reliable power and communications sufficient for the Services; (e) ensuring all pricing, marketing, on-site disclosures, accessibility disclosures, and operational rules at the Sites comply with applicable law; (f) keeping all Authorized Users’ credentials secure and notifying ChargeUp promptly of any suspected unauthorized use; (g) cooperating with ChargeUp in responding promptly to outages, safety issues, customer complaints, chargebacks, tax questions, and governmental inquiries relating to the Sites; and (h) backing up and retaining Site Host’s own records. Site Host will not rely on the Services as its sole business continuity, safety, or accounting system. In circumstances where ChargeUp supplies the EVCS as part of the Order, ChargeUp will take on some of the responsibilities described above, as described in the Order Form.

2.2 Restrictions. Site Host will not, and will not permit any third party to: (a) sublicense, resell, bureau, timeshare, or otherwise commercially exploit the Services except as expressly permitted by ChargeUp in writing; (b) copy, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, trade secrets, or underlying ideas of the Services, except to the limited extent such restriction is prohibited by law; (c) remove or obscure proprietary notices; (d) use the Services in violation of law, third-party rights, or posted usage policies; (e) upload or transmit malicious code, interfere with system integrity, attempt unauthorized access, or perform penetration testing without ChargeUp’s prior written approval; (f) use the Services to develop or benchmark a competing product or service; (g) use the Services with hardware or configurations that are not approved or supported by ChargeUp where doing so may impair performance, security, compliance, or billing accuracy; (h) use any robot, scraper, crawler, or automated means to access, monitor, extract, or compile data from the Services except through approved APIs; (i) use the Services to train any machine learning or artificial intelligence model without ChargeUp’s prior written consent; or (j) circumvent usage limits, security controls, or billing mechanisms.

2.3 Compliance Cooperation. Site Host will promptly provide information, certifications, and reasonable cooperation requested by ChargeUp to verify Site Host’s identity, authority, tax status, sanctions compliance, anti-money laundering compliance, site eligibility, privacy compliance, or compliance with any program, incentive, utility, payment, or regulatory requirement related to the Services.

3. Fees; Taxes; Settlement

3.1 Fees; Payouts. Site Host will pay the fees stated in the Order Form, including subscription fees, setup fees, support fees, transaction fees, overage fees, hardware-related fees, and pass-through fees (“Fees”). Unless otherwise stated in the Order Form, Fees are billed in advance, are non-cancellable and non-refundable, and are due within thirty (30) days after invoice date. If ChargeUp or its processor collects User Fees on Site Host’s behalf, ChargeUp will remit to Site Host the net amount collected, less Fees, refunds, chargebacks, reserves, processor fees, taxes, credits, incentives retained by ChargeUp, and any other amounts ChargeUp is permitted to deduct under this Agreement or the Order Form (“Net Proceeds”). ChargeUp may withhold, set off, or establish reserves against Net Proceeds for anticipated refunds, chargebacks, fraud, taxes, non-payment, disputes, or other amounts owed or potentially owed by Site Host. Except as expressly stated in the Order Form, ChargeUp has no obligation to advance funds for uncollected or disputed User Fees.

3.2 Taxes; Payment Information. EVCS Usage Fees are exclusive of applicable sales, use, excise, GST/HST, PST/QST, value-added, withholding, and other taxes, duties, levies, or assessments (collectively, “Taxes”), all of which, subject to what is set out in the Order Form, will be paid by ChargeUp and remitted to the applicable governmental authority. This excludes taxes based on ChargeUp’s net income, which will be collected and remitted by ChargeUp. In the event ChargeUp directs Site Host that it will collect and remit applicable Taxes, such Taxes will be deducted from the EVCS Usage Fees that ChargeUp remits to Site Host in accordance with Section 3.1.

Site Host will provide accurate billing, banking, and tax registration information and will keep it current. If Site Host fails to provide required payout information, ChargeUp may hold Net Proceeds without liability until the information is provided. ChargeUp may rely on the acts and records of its payment processors and banking partners for purposes of settlement and reconciliation.

3.3 Disputes; Setoff. Any invoice, payout statement, or settlement report is deemed accepted unless Site Host provides written notice of a specific dispute within thirty (30) days after the applicable statement date. Site Host’s dispute notice must include reasonable supporting detail. The parties will work in good faith to resolve timely disputes, and any adjustment determined to be owing will be reflected in a future statement. ChargeUp may set off any amount owed by Site Host or any of its affiliates to ChargeUp or its affiliates against any amount payable by ChargeUp under this Agreement or any related agreement.

3.4 Late Payments. Overdue amounts bear interest at the lesser of 1.5% per month and the maximum rate permitted by law, plus all reasonable costs of collection, including legal fees. If Site Host is overdue on any payment obligation, ChargeUp may suspend the Services until all amounts outstanding are paid up to date, withhold payouts, suspend or revoke promotional pricing, and require prepayment or revised billing terms. ChargeUp may, at its sole discretion, cancel any Order Form for persistent late payment or non-payment by Site Host.

3.5 Currency; Records. Unless otherwise stated in the Order Form, all amounts are in Canadian dollars. ChargeUp’s books and records, including records from its processors and underlying providers, will be presumed accurate absent manifest error.

3.6 Excessive Use of Network Services. If Site Host’s access and use of the Network Services exceeds ordinary data usage, as determined by ChargeUp, then ChargeUp reserves the right to charge Site Host additional fees for such data usage overage at ChargeUp’s then-current data usage overage fees plus all applicable Taxes.

3.7 Disputes of EVCS Fees. If Site Host wishes to dispute the amount of EVCS Usage Fees remitted to Site Host, the Transaction Fees retained by ChargeUp, or any amounts payable by Site Host, Site Host must contact ChargeUp no later than 30 days following the end of the applicable calendar month in which the error or problem appeared, in order to receive an adjustment or credit. Such adjustment or credit will be determined by ChargeUp in its sole discretion. Inquiries should be directed to contact@chargeupcanada.ca.

4. Data; Privacy; Security

4.1 Site Host Data; Service Data. As between the parties, Site Host retains its rights in data, content, records, configuration information, site information, and other materials submitted by or on behalf of Site Host to the Services (“Site Host Data”). Site Host grants ChargeUp and its affiliates, contractors, subprocessors, underlying providers, and payment partners a worldwide, non-exclusive, royalty-free right during the Term to host, access, use, process, transmit, copy, modify, display, and disclose Site Host Data as necessary to provide, secure, support, improve, and administer the Services, to comply with law, and to enforce this Agreement. ChargeUp owns and may freely use telemetry, logs, usage data, operational metrics, technical data, and aggregated or de-identified data generated by or through the Services (“Service Data”), provided Service Data does not identify Site Host as the source except as permitted by this Agreement or applicable law. ChargeUp owns and may collect, generate, derive, use, disclose, commercialize, and otherwise exploit Service Data for any lawful business purpose, including analytics, benchmarking, reporting, product improvement, fraud prevention, forecasting, network optimization, commercialization, and development of new products and services, provided that ChargeUp will not publicly identify Site Host as the source of such Service Data except as expressly permitted by this Agreement or applicable law.

4.2 End User Data; Privacy Compliance. The parties acknowledge that each may collect, use, disclose, or otherwise process personal information in connection with the Services. Each party will comply with applicable privacy laws, including, as applicable, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and substantially similar provincial laws. To the extent ChargeUp processes personal information on Site Host’s behalf, ChargeUp will use such information only to provide and support the Services, subject to this Agreement and any applicable privacy addendum. Site Host is solely responsible for providing any notices and obtaining any consents required for Site Host’s collection and use of personal information at the Sites, including CCTV, access controls, parking enforcement, and local marketing practices. Site Host will not use personal information made available through the Services for unsolicited marketing or any purpose not authorized by law and this Agreement.

4.3 Security. Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect personal information and confidential information in its possession or control against unauthorized access, use, disclosure, alteration, or destruction. Site Host acknowledges that no system is completely secure and that the Services may depend on third-party infrastructure. ChargeUp will notify Site Host without undue delay after confirming a security incident affecting Site Host Data or personal information processed by ChargeUp on Site Host’s behalf where notice is required by law or reasonably necessary for Site Host to meet its legal obligations. ChargeUp does not undertake to archive Site Host Data as a system of record, and Site Host remains solely responsible for retaining copies of all records required for its legal, tax, accounting, operational, and evidentiary purposes.

4.4 Subprocessors; Cross-Border Transfers. Site Host authorizes ChargeUp to engage affiliates and third parties as subprocessors and service providers in connection with the Services, including providers located outside Canada. Site Host acknowledges that personal information may be stored or processed in other jurisdictions and may be subject to lawful access by courts, law enforcement, and regulatory authorities in those jurisdictions.

4.5 Retention and Deletion. Subject to legal, regulatory, accounting, backup, and operational requirements, ChargeUp will make Site Host Data available for export, return, or deletion in accordance with its standard processes after expiration or termination of the applicable Services. ChargeUp may retain copies of Site Host Data and personal information as required by law, for bona fide backup and archival purposes, or to establish, exercise, or defend legal claims.

4.6 Incident Cooperation. Site Host will promptly notify ChargeUp of any actual or suspected unauthorized access to the Services, account compromise, security incident at the Sites that may affect the Services, privacy complaint, regulatory inquiry, or legally compelled disclosure relating to personal information or the Services, and the parties will reasonably cooperate in investigating and responding to such matters.

4.7 Audits. Except to the extent required by applicable law or a negotiated privacy addendum, Site Host has no general audit right over ChargeUp’s systems, facilities, or records. Any agreed audit must be conducted on reasonable prior notice, during normal business hours, in a manner that does not disrupt ChargeUp’s operations or compromise other customers’ confidentiality or security, and at Site Host’s expense.

The contents of this Section 4 are subject to the contents of any Privacy and Data Addendum concluded between the parties.

5. Intellectual Property; Branding

5.1 ChargeUp Property. ChargeUp and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services, Service Data, documentation, software, workflows, interfaces, trademarks, branding, templates, know-how, and all improvements, modifications, derivative works, and related materials (“ChargeUp Property”). Except for the limited rights expressly granted in this Agreement, no rights are granted to Site Host by implication, estoppel, or otherwise.

5.2 Site Host Marks. Site Host grants ChargeUp a limited, non-exclusive, revocable license during the Term to use Site Host’s name, logo, and site information as reasonably necessary to provide the Services, onboard End Users, identify charging locations, and, unless Site Host opts out in writing, list Site Host as a customer in ChargeUp’s customer lists and standard marketing materials. Any goodwill arising from use of a party’s marks will inure solely to that party.

5.3 Feedback. If Site Host or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback relating to the Services (“Feedback”), ChargeUp may use, disclose, reproduce, license, distribute, and otherwise exploit that Feedback without restriction, attribution, or compensation, and Site Host hereby assigns to ChargeUp any rights necessary to permit such use.

5.4 White-Label and Third-Party Branding. Site Host acknowledges that the Services may display only ChargeUp branding even where underlying technology or support functions are provided by one or more Underlying Providers. ChargeUp may change branding, interfaces, workflows, or user experience elements from time to time, including to satisfy obligations to Underlying Providers, provided that such changes do not materially reduce the core functionality purchased by Site Host during the then-current subscription term except as permitted under Section 1.1.

5.5 Reservation of Rights. Site Host obtains no ownership interest in any software, mobile application, dashboard, API, documentation, or other ChargeUp Property.

6. Confidentiality

6.1 Confidential Information. Each party (“Receiving Party”) may receive non-public business, commercial, financial, technical, security, or legal information from the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential in light of the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information of ChargeUp includes the Services, non-public documentation, pricing, security information, and ChargeUp Property. Confidential Information of Site Host includes non-public Site Host Data and non-public business information disclosed by Site Host.

6.2 Use and Protection. The Receiving Party will use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement and will protect such Confidential Information using at least a reasonable degree of care. The Receiving Party may disclose Confidential Information to its employees, affiliates, subcontractors, professional advisors, lenders, insurers, potential investors, acquirers, and financing sources who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

6.3 Exclusions; Required Disclosure. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was already lawfully known to the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, court order, or regulatory request, provided that, where legally permitted, it gives prompt notice and reasonable cooperation to permit the Disclosing Party to seek confidential treatment or other protective measures.

6.4 Equitable Relief. Each party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which damages may be inadequate, and therefore the Disclosing Party may seek injunctive or other equitable relief without posting bond, in addition to any other remedies available at law or in equity.

6.5 Return or Destruction. Upon written request after expiration or termination of this Agreement, each party will return or destroy the other party’s Confidential Information in its possession or control, except for copies retained in routine backups, archival systems, or as required by law, regulation, internal compliance, lender requirements, or bona fide record retention policies.

7. Warranties; Disclaimers

7.1 Mutual Authority. Each party represents that it has the full power and authority to enter into this Agreement. Site Host further represents, warrants, and covenants that: (a) it has all rights, consents, and permissions necessary for the Sites, Site Host Data, and EVCS to be used with the Services; (b) the installation and operation of the EVCS and the Services at the Sites comply with applicable law, leases, condominium documents, and site rules; (c) Site Host will comply with all laws applicable to its operation of the Sites and EVCS, including consumer protection, accessibility, pricing, tax, and privacy laws; and (d) Site Host will not make any representation, warranty, or commitment on behalf of ChargeUp or any Underlying Provider.

7.2 Limited Service Warranty. ChargeUp warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry practice. Site Host’s exclusive remedy and ChargeUp’s sole obligation for breach of this warranty is for ChargeUp to re-perform the non-conforming Services or, if ChargeUp determines re-performance is not commercially reasonable, to provide a pro rata credit for the affected portion of the Services. Site Host must notify ChargeUp of any alleged warranty breach within thirty (30) days after the applicable non-conforming Services were performed, failing which the claim is waived.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.2, THE SERVICES, EVCS INTEGRATIONS, DASHBOARDS, APPLICATIONS, DOCUMENTATION, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHARGEUP DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR UNINTERRUPTED AVAILABILITY. CHARGEUP DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OPERATE WITH ANY PARTICULAR HARDWARE, FIRMWARE, NETWORK, UTILITY, OR THIRD-PARTY SERVICE.

7.4 No Safety or Regulatory Assurance. Site Host acknowledges that the Services are not a safety system, emergency service, legal compliance service, tax advice service, or utility management system. Site Host remains solely responsible for site safety, electrical safety, ADA/accessibility compliance, consumer disclosures, tax reporting, parking enforcement, and operational decisions at the Sites.

7.5 Underlying Provider Disclaimer. Without limiting the foregoing, ChargeUp is not liable for any act, omission, insolvency, suspension, deprecation, API change, service failure, or security event of any Underlying Provider, except to the extent directly caused by ChargeUp’s breach of this Agreement.

8. Indemnities

8.1 Site Host Indemnity. Site Host will defend, indemnify, and hold harmless ChargeUp, its affiliates, Underlying Providers, and each of their respective directors, officers, employees, contractors, licensors, successors, and assigns (collectively, the “ChargeUp Indemnitees”) from and against any third-party claim, demand, action, investigation, fine, penalty, loss, damage, cost, or expense (including reasonable legal fees) arising out of or relating to: (a) the Sites, EVCS, installation work, site conditions, or Site Host’s operation of the EVCS; (b) bodily injury, death, or property damage caused by Site Host or persons for whom Site Host is responsible; (c) Site Host Data, Site Host’s pricing or marketing practices, or Site Host’s breach of law; (d) Site Host’s breach of this Agreement; (e) taxes, remittance failures, chargebacks, refunds, consumer disputes, parking disputes, or employment claims relating to Site Host; or (f) any claim by Site Host’s customers, tenants, employees, invitees, or contractors, except to the extent directly caused by ChargeUp’s breach of this Agreement.

8.2 ChargeUp IP Indemnity. ChargeUp will defend Site Host against any third-party claim alleging that the Services, as provided by ChargeUp and used by Site Host in accordance with this Agreement, infringe a Canadian or U.S. patent, copyright, trademark, or trade secret, and ChargeUp will pay amounts finally awarded against Site Host or included in a settlement approved by ChargeUp. ChargeUp has no obligation under this Section to the extent the claim arises from: (a) modifications not made by ChargeUp; (b) combinations with items not provided by ChargeUp; (c) use of the Services in violation of this Agreement or documentation; (d) data, instructions, or specifications provided by Site Host; or (e) use of a superseded version after ChargeUp made a non-infringing replacement available. If such a claim appears likely, ChargeUp may modify the Services, procure the right for Site Host to continue using them, or terminate the affected Services and provide a pro rata refund of prepaid unused subscription fees for the terminated portion. THIS SECTION STATES CHARGEUP’S SOLE LIABILITY AND SITE HOST’S EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM RELATING TO THE SERVICES.

8.3 Procedure. The indemnified party must promptly notify the indemnifying party of any claim, permit the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim in a manner that admits fault of, imposes ongoing obligations on, or restricts the rights of the indemnified party without that party’s prior written consent, not to be unreasonably withheld or delayed.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR: (A) SITE HOST’S PAYMENT OBLIGATIONS; (B) SITE HOST’S INDEMNIFICATION OBLIGATIONS; (C) A PARTY’S FRAUD OR WILFUL MISCONDUCT; (D) SITE HOST’S MISAPPROPRIATION OR INFRINGEMENT OF CHARGEUP’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; AND (E) AMOUNTS PAYABLE BY CHARGEUP UNDER SECTION 8.2, NEITHER PARTY NOR ANY CHARGEUP INDEMNITEE WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, EXPECTED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHARGEUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) THE TOTAL FEES PAID OR PAYABLE BY SITE HOST TO CHARGEUP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR (II) $100,000.

SITE HOST’S SOLE AND EXCLUSIVE REMEDIES FOR SERVICE FAILURE, DOWNTIME, UNAVAILABILITY, ERRORS, OR PERFORMANCE ISSUES ARE THE EXPRESS REMEDIES SET OUT IN THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT ENLARGE THE FOREGOING CAP.

10. Term; Termination; Transition

10.1 Term. This Agreement begins on the conclusion of the Order Form and continues until all Order Forms have expired or been terminated. Each Order Form will remain in effect for as long as active chargers are present on Site.

10.2 Termination for Cause. Save for non-payment by Site Host, which may, at ChargeUp’s discretion, cause the immediate cessation of Services, either party may terminate this Agreement or any affected Order Form on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving notice describing the breach in reasonable detail. ChargeUp may terminate or suspend immediately on notice if: (a) Site Host becomes insolvent, makes an assignment for the benefit of creditors, enters bankruptcy or receivership proceedings, or ceases business operations; (b) continued provision of the Services would violate law or expose ChargeUp or any Underlying Provider to material legal, regulatory, security, or commercial risk; (c) an Underlying Provider ceases to make a material component of the Services available to ChargeUp on commercially reasonable terms, and ChargeUp is unable through commercially reasonable efforts to provide a substitute with substantially similar core functionality; (d) Site Host challenges, contests, or attempts to impair ChargeUp’s ownership of ChargeUp Property, Service Data, or Environmental Attributes; (e) Site Host engages in fraud, abuse, charge manipulation, prohibited resale, or unlawful activity; or (f) Site Host’s use of the Services creates disproportionate support, compliance, fraud, reputational, or payment network risk.

10.3 Effect of Termination. Upon expiration or termination of an Order Form: (a) all rights granted to Site Host under this Agreement will immediately end; (b) Site Host will cease accessing and using the affected Services; (c) all Fees and other amounts then owed become immediately due and payable; (d) ChargeUp may offset final amounts owing between the parties; and (e) each party will comply with Section 6.5 and Section 4.5. Termination does not relieve Site Host of payment obligations accrued before the effective termination date, including refunds, chargebacks, taxes, reserves, and pass-through costs that arise afterward but relate to pre-termination activity. If Site Host terminates this Agreement or any Order Form other than for ChargeUp’s uncured material breach, or if ChargeUp terminates for Site Host’s breach, then Site Host will immediately pay all accrued but unpaid Fees.

11. Transition Services

Upon expiration or termination of the Services, ChargeUp may, at Site Host’s written request and subject to availability, provide reasonable transition, export, migration, reporting, configuration handoff, or other disengagement services approved by ChargeUp (collectively, “Transition Services”). Transition Services are not included in the Fees unless expressly stated otherwise in the Order Form and will be billed at ChargeUp’s then-current time-and-materials rates, plus any applicable third-party costs, pass-through charges, and Taxes.

ChargeUp will have no obligation to provide Transition Services unless: (a) Site Host requests them in writing no later than thirty (30) days after the effective date of termination or expiration; (b) Site Host has paid all undisputed amounts then due and payable, including any prepaid transition retainer requested by ChargeUp; and (c) the requested Transition Services are technically feasible and permitted by applicable law and third-party provider restrictions. ChargeUp may withhold or limit Transition Services where necessary to protect security, confidentiality, platform integrity, other customers, or ChargeUp’s rights in the Services. Unless otherwise agreed in writing, any access to the Services during Transition Services will be limited, non-production, and solely for migration or wind-down purposes.

12. General

12.1 Changes to the Services and Agreement. ChargeUp may modify the Services from time to time as permitted under any Order Form and this Agreement. ChargeUp may also update this Agreement on notice to Site Host, including changes required for product standardization, technical interoperability, Underlying Provider requirements, payment channel rules, fraud prevention, risk management, or evolving legal/compliance requirements; however, any such update will apply only prospectively and will not materially reduce Site Host’s rights or increase Site Host’s obligations during the then-current subscription term for already-purchased Services unless required by law, security, or an Underlying Provider requirement that materially affects the Services.

12.2 Assignment; Subcontracting. Site Host may not assign, transfer, delegate, or subcontract this Agreement or any rights or obligations under it without ChargeUp’s prior written consent. Any purported assignment in violation of the foregoing is void. ChargeUp may assign this Agreement in whole or in part, including in connection with a merger, financing, reorganization, sale of assets, or change of control, and may subcontract performance to affiliates and third parties, provided ChargeUp remains responsible for its obligations under this Agreement subject to the terms herein.

12.3 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, utility failure, internet or telecom failure, labor dispute, civil disorder, war, terrorism, governmental action, supply chain disruption, or failures of Underlying Providers (“Force Majeure Event”). This Section does not excuse Site Host’s payment obligations for Services already provided.

12.4 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, agency, franchise, employment, or other special relationship between the parties. Except for the ChargeUp Indemnitees and Underlying Providers where expressly stated, there are no third-party beneficiaries to this Agreement.

12.5 Governing Law; Venue. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law rules. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Toronto, Ontario for any dispute arising out of or relating to this Agreement, except that ChargeUp may seek injunctive or equitable relief in any competent jurisdiction to protect its confidential information, intellectual property, or security interests.

12.6 General Provisions. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings relating to that subject matter. If any provision is held unenforceable, the remaining provisions will remain in effect and the invalid provision will be interpreted to the minimum extent necessary to make it enforceable while preserving its intent as closely as possible. Waivers must be in writing and signed by the waiving party. Notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by recognized courier, or sent by email to the contact information in the Order Form. The headings in this Agreement are for convenience only and do not affect interpretation. This Agreement may be executed in counterparts and by electronic signature. The parties confirm that it is their express wish that this Agreement and all related documents be drawn up in English. Les parties confirment qu’elles ont expressément souhaité que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

IMPORTANT: THIS AGREEMENT GOVERNS THE EV CHARGER OWNER AND/OR CHARGE STATION OWNER’S ACCESS TO AND USE OF THE CHARGEUP CANADA NETWORK SERVICES AND RELATED SERVICES. THE EFFECTIVE DATE OF THIS AGREEMENT (THE DATE ON WHICH THE EV CHARGER OWNER AND/OR CHARGE STATION OWNER IS BOUND BY THE TERMS HEREOF) IS THE EARLIEST OF: (I) THE DATE ON WHICH AN ORDER FORM IS SIGNED, (II) CLICKING TO ACCEPT THESE TERMS, OR (III) ACCESSING OR USING THE SERVICES.

This ChargeUp Canada EV Charger Owner Agreement (this “Agreement”) is entered into between ChargeUp Canada Inc. (“ChargeUp”, “we”, “us”, or “our”) and the customer identified in the applicable Order Form or other ordering document (“EV Charger Owner”, “Charge Station Owner”, “you”, or “your”). For purposes of this Agreement, an EV Charger Owner or Charge Station Owner is the individual or organization that owns, leases, controls, manages, operates, or is otherwise authorized to deploy or operate one or more electric vehicle charging stations connected to the Services, whether or not that party owns or occupies the underlying real property where such charging stations are located. This Agreement governs your access to and use of ChargeUp’s branded electric vehicle charging network management, payment, support, dashboard, and related services (collectively, the “Services”) in connection with electric vehicle charging stations (“EVCS”), related hardware, and associated infrastructure located at the locations identified by the parties (the “Locations”). ChargeUp may provide all or part of the Services using software, infrastructure, and services licensed or obtained from third-party providers, including white-labeled or private-labeled technology. As between ChargeUp and EV Charger Owner, ChargeUp is the sole contracting party for the Services, and no third-party provider owes any duty or obligation directly to EV Charger Owner unless expressly agreed by such third party in writing.

This Agreement includes any Order Form, statement of work, service schedule, pricing schedule, privacy addendum, and other documents expressly incorporated by reference. In the event of a conflict, the following order of precedence applies unless the applicable document expressly states otherwise: (a) the Order Form; (b) any negotiated amendment or addendum signed by both parties; (c) any service schedule or privacy addendum; and (d) this Agreement. Any terms contained in a purchase order, vendor portal, invoice, click-through presented by EV Charger Owner, or other EV Charger Owner form are void and of no effect unless expressly accepted in a writing signed by ChargeUp.

1. Services; Relationship of the Parties

1.1 Services. Subject to this Agreement and the applicable Order Form, ChargeUp grants EV Charger Owner a limited, non-exclusive, non-transferable, non-sublicensable right during the Term for EV Charger Owner and its authorized employees, contractors, property managers, operators, and agents (“Authorized Users”) to access and use the Services solely for EV Charger Owner’s internal business purposes in connection with the ownership, leasing, control, operation, management, maintenance, and monetization of EVCS and related infrastructure approved by ChargeUp for use with the Services.

1.2 End Users; EV Charger Owner Program Rules; Billing Model. EV Charger Owner may allow drivers, tenants, invitees, employees, customers, or other users approved by EV Charger Owner or ChargeUp (“End Users”) to access and use EVCS. ChargeUp may make available mobile applications, web tools, support channels, payment services, and end user terms applicable to End Users. EV Charger Owner is responsible for establishing the commercial rules for its Locations that are offered through the Services, including pricing, availability windows, access rules, parking or idle fee settings, and Location-specific policies, subject to applicable law, ChargeUp’s technical limitations, and any parameters specified in the Order Form. If ChargeUp or its payment processor collects charging fees, parking fees, reservation fees, idle fees, taxes, or other permitted amounts from End Users on EV Charger Owner’s behalf (“User Fees”), ChargeUp will account for and remit net amounts to EV Charger Owner in accordance with Section 3. ChargeUp may delay or condition payouts where required to verify identity, banking information, sanctions compliance, fraud concerns, disputed Location ownership, tax registration status, or suspected misuse.

1.3 Environmental Attributes. Unless otherwise expressly stated in an Order Form, all credits, incentives, rebates, offsets, environmental attributes, low-carbon fuel standard credits, renewable energy certificates, emissions reductions, and similar rights or benefits arising from the operation or energy consumption of the EVCS or the Services (“Environmental Attributes”) will belong exclusively to ChargeUp, and EV Charger Owner hereby assigns and agrees to assign to ChargeUp all right, title, and interest in and to such Environmental Attributes and will provide reasonable cooperation and documentation required for ChargeUp to register, claim, verify, monetize, transfer, or retain them. If applicable law prohibits such allocation, the parties will cooperate in good faith to achieve substantially the same economic result to the maximum extent permitted by law. EV Charger Owner represents and warrants that it has the right to assign the Environmental Attributes contemplated by this Section or, if third-party consents are required, that it will obtain them at its sole cost and expense.

1.4 Support; Third-Party Dependencies. ChargeUp will provide commercially reasonable remote support for the Services during the support hours or service levels, if any, stated in the Order Form. ChargeUp is not the manufacturer, installer, electrician, utility, network carrier, payment card network, or internet service provider, and ChargeUp is not responsible for faults, downtime, delays, data loss, billing errors, unavailability, or damage caused by EVCS hardware, firmware supplied by third parties, telecommunications failures, utility interruptions, payment processor failures, Location conditions, installation defects, misuse, vandalism, accidents, or other matters outside ChargeUp’s reasonable control. Where an issue is attributable to a third party, ChargeUp may coordinate with that third party as a courtesy, but ChargeUp does not assume that third party’s obligations or liabilities. ChargeUp is not responsible for faults, downtime, delays, data loss, billing errors, unavailability, or damage caused by EVCS hardware, firmware supplied by third parties, telecommunications failures, utility interruptions, payment processor failures, Location conditions, landlord or property owner restrictions, installation defects, access limitations, misuse, vandalism, accidents, or other matters outside ChargeUp’s reasonable control. All other responsibilities remain with EV Charger Owner, including responsibilities that depend on cooperation from any property owner, landlord, tenant, condominium corporation, site host, utility, or other third party.

1.5 Suspension; Protective Actions. ChargeUp may suspend or limit access to any portion of the Services, disable an EVCS connection, withhold payouts, or take other reasonable protective actions, with or without notice, if ChargeUp believes such action is necessary to: (a) address security or fraud risks; (b) comply with law, court order, or governmental request; (c) prevent harm to persons, property, the Services, or third parties; (d) respond to an EV Charger Owner breach of this Agreement or non-payment; (e) perform maintenance or emergency repairs; (f) respond to a suspension, restriction, or failure affecting any underlying software, infrastructure, telecommunications, payment, or other third-party dependency used to provide the Services; or (g) protect ChargeUp’s reputation, merchant relationships, payment channels, incentives, regulatory standing, or network integrity. ChargeUp will use commercially reasonable efforts to restore affected Services promptly when the applicable issue has been resolved. ChargeUp will have no liability for any suspension or protective action taken in good faith under this Section.

1.6 No Direct Rights Against Underlying Providers. EV Charger Owner acknowledges that certain components of the Services may be provided or enabled by third parties, including software licensors, cloud hosting providers, telecom providers, utilities, OEMs, and payment processors (“Underlying Providers”). EV Charger Owner has no direct claim, right of action, warranty, or beneficiary right against any Underlying Provider by virtue of this Agreement. To the maximum extent permitted by law, EV Charger Owner waives and releases any claim against any Underlying Provider arising from or relating to the Services, and EV Charger Owner’s sole contractual recourse in relation to the Services is against ChargeUp, subject to the limitations and exclusions in this Agreement.

2. EV Charger Owner Obligations; Restrictions

2.1 EV Charger Owner Responsibilities. Unless expressly stated otherwise in an Order Form, EV Charger Owner, at its sole cost and risk, is responsible for all matters necessary to deploy, connect, operate, maintain, and monetize the EVCS and Services at the applicable Locations, whether performed by EV Charger Owner directly or through any property owner, landlord, tenant, condominium corporation, site host, utility, contractor, installer, or other third party. EV Charger Owner, at its sole cost and risk, is responsible for: (a) procuring, installing, commissioning, owning or leasing, operating, testing, repairing, maintaining, and replacing the EVCS, utility service, networking, signage, parking controls, and all other Location equipment and infrastructure not expressly stated in an Order Form to be provided by ChargeUp; (b) ensuring the Locations are safe, legally compliant, accessible, and suitable for the EVCS and the Services; (c) obtaining and maintaining all landlord consents, permits, inspections, approvals, utility arrangements, insurance, and legal rights necessary for installation and operation of the EVCS and provision of the Services at the Locations; (d) maintaining reliable power and communications sufficient for the Services; (e) ensuring all pricing, marketing, on-Location disclosures, accessibility disclosures, and operational rules at the Locations comply with applicable law; (f) keeping all Authorized Users’ credentials secure and notifying ChargeUp promptly of any suspected unauthorized use; (g) responding promptly to outages, safety issues, customer complaints escalated by ChargeUp, chargebacks, tax questions, and governmental inquiries relating to the Locations; and (h) backing up and retaining EV Charger Owner’s own records. EV Charger Owner will not rely on the Services as its sole business continuity, safety, or accounting system. In circumstances where ChargeUp supplies the EVCS as part of the Order, ChargeUp will take on some of the responsibilities described above, as described in the Order Form.

EV Charger Owner represents, warrants, and covenants that it has and will maintain throughout the Term all rights, permissions, and authorizations necessary to place, access, connect, operate, service, and remove EVCS at each Location and to permit ChargeUp and its subcontractors to provide the Services in connection therewith.

2.2 Restrictions. EV Charger Owner will not, and will not permit any third party to: (a) sublicense, resell, bureau, timeshare, or otherwise commercially exploit the Services except as expressly permitted by ChargeUp in writing; (b) copy, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, trade secrets, or underlying ideas of the Services, except to the limited extent such restriction is prohibited by law; (c) remove or obscure proprietary notices; (d) use the Services in violation of law, third-party rights, or posted usage policies; (e) upload or transmit malicious code, interfere with system integrity, attempt unauthorized access, or perform penetration testing without ChargeUp’s prior written approval; (f) use the Services to develop or benchmark a competing product or service; (g) use the Services with hardware or configurations that are not approved or supported by ChargeUp where doing so may impair performance, security, compliance, or billing accuracy; (h) use any robot, scraper, crawler, or automated means to access, monitor, extract, or compile data from the Services except through approved APIs; (i) use the Services to train any machine learning or artificial intelligence model without ChargeUp’s prior written consent; or (j) circumvent usage limits, security controls, or billing mechanisms.

2.3 Compliance Cooperation. To the extent not provided on the Order Form, EV Charger Owner will, on request, promptly provide information, certifications, and reasonable cooperation to ChargeUp to verify EV Charger Owner’s identity, authority, tax status, sanctions compliance, anti-money laundering compliance, Location eligibility, privacy compliance, or compliance with any program, incentive, utility, payment, or regulatory requirement related to the Services.

3. Fees; Taxes; Settlement

3.1 Fees; Payouts. EV Charger Owner will pay the fees stated in the Order Form, including subscription fees, setup fees, support fees, transaction fees, overage fees, hardware-related fees, and pass-through fees (“Fees”). Unless otherwise stated in the Order Form, Fees are billed in advance, are non-cancellable and non-refundable, and are due monthly, in advance, on presentation of invoice. If ChargeUp or its processor collects User Fees on EV Charger Owner’s behalf, ChargeUp will remit to EV Charger Owner the net amount collected, less Fees, refunds, chargebacks, reserves, processor fees, taxes, credits, incentives retained by ChargeUp, and any other amounts ChargeUp is permitted to deduct under this Agreement or the Order Form (“Net Proceeds”). ChargeUp may withhold, set off, or establish reserves against Net Proceeds for anticipated refunds, chargebacks, fraud, taxes, non-payment, disputes, or other amounts owed or potentially owed by EV Charger Owner. Except as expressly stated in the Order Form, ChargeUp has no obligation to advance funds for uncollected or disputed User Fees.

3.2 Taxes; Payment Information. Fees are exclusive of applicable sales, use, excise, GST/HST, PST/QST, value-added, withholding, and other taxes, duties, levies, or assessments (collectively, “Taxes”), all of which, subject to what is set out in the Order Form, will be paid by EV Charger Owner. EV Charger Owner is solely responsible for determining and satisfying any tax, utility, metering, consumer disclosure, permit, licensing, or other regulatory obligations arising from its ownership or operation of the EVCS at the Locations, except to the extent ChargeUp expressly agrees in writing to perform a specific obligation.

3.3 Disputes; Setoff. Any invoice, payout statement, or settlement report is deemed accepted unless EV Charger Owner provides written notice of a specific dispute within thirty (30) days after the applicable statement date. EV Charger Owner’s dispute notice must include reasonable supporting detail. The parties will work in good faith to resolve timely disputes, and any adjustment determined to be owing will be reflected in a future statement. ChargeUp may set off any amount owed by EV Charger Owner or any of its affiliates to ChargeUp or its affiliates against any amount payable by ChargeUp under this Agreement or any related agreement.

3.4 Late Payments. Overdue amounts bear interest at the lesser of 1.5% per month and the maximum rate permitted by law, plus all reasonable costs of collection, including legal fees. If EV Charger Owner is overdue on any payment obligation, ChargeUp may suspend or permanently cease the Services, withhold payouts, revoke promotional pricing, and require prepayment or revised billing terms until such time as accounts in arrears are brought back to current.

3.5 Currency; Records. Unless otherwise stated in the Order Form, all amounts are in Canadian dollars. ChargeUp’s books and records, including records from its processors and underlying providers, will be presumed accurate absent manifest error.

3.6 Excessive Use of Network Services. If EV Charger Owner’s access and use of the Network Services exceeds ordinary data usage, as determined by ChargeUp, then ChargeUp reserves the right to charge EV Charger Owner additional fees for such data usage overage at ChargeUp’s then-current data usage overage fees plus all applicable Taxes.

3.7 Disputes of EVCS Fees. If EV Charger Owner wishes to dispute the amount of EVCS Usage Fees remitted to EV Charger Owner, the Transaction Fees retained by ChargeUp, or any amounts payable by EV Charger Owner, EV Charger Owner must contact ChargeUp no later than 30 days following the end of the applicable calendar month in which the error or problem appeared, in order to receive an adjustment or credit. Such adjustment or credit will be determined by ChargeUp in its sole discretion. Inquiries should be directed to contact@chargeupcanada.ca.

4. Data; Privacy; Security

4.1 EV Charger Owner Data; Service Data. As between the parties, EV Charger Owner retains its rights in data, content, records, configuration information, Location information, and other materials submitted by or on behalf of EV Charger Owner to the Services (“EV Charger Owner Data”). EV Charger Owner grants ChargeUp and its affiliates, contractors, subprocessors, underlying providers, and payment partners a worldwide, non-exclusive, royalty-free right during the Term to host, access, use, process, transmit, copy, modify, display, and disclose EV Charger Owner Data as necessary to provide, secure, support, improve, and administer the Services, to comply with law, and to enforce this Agreement. ChargeUp owns and may freely use telemetry, logs, usage data, operational metrics, technical data, and aggregated or de-identified data generated by or through the Services (“Service Data”), provided Service Data does not identify EV Charger Owner as the source except as permitted by this Agreement or applicable law. ChargeUp owns and may collect, generate, derive, use, disclose, commercialize, and otherwise exploit Service Data for any lawful business purpose, including analytics, benchmarking, reporting, product improvement, fraud prevention, forecasting, network optimization, commercialization, and development of new products and services, provided that ChargeUp will not publicly identify EV Charger Owner as the source of such Service Data except as expressly permitted by this Agreement or applicable law.

4.2 End User Data; Privacy Compliance. The parties acknowledge that each may collect, use, disclose, or otherwise process personal information in connection with the Services. Each party will comply with applicable privacy laws, including, as applicable, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and substantially similar provincial laws. To the extent ChargeUp processes personal information on EV Charger Owner’s behalf, ChargeUp will use such information only to provide and support the Services, subject to this Agreement and any applicable privacy addendum. EV Charger Owner is solely responsible for providing any notices and obtaining any consents required for EV Charger Owner’s collection and use of personal information at the Locations, including CCTV, access controls, parking enforcement, and local marketing practices. EV Charger Owner will not use personal information made available through the Services for unsolicited marketing or any purpose not authorized by law and this Agreement.

4.3 Security. Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect personal information and confidential information in its possession or control against unauthorized access, use, disclosure, alteration, or destruction. EV Charger Owner acknowledges that no system is completely secure and that the Services may depend on third-party infrastructure. ChargeUp will notify EV Charger Owner without undue delay after confirming a security incident affecting EV Charger Owner Data or personal information processed by ChargeUp on EV Charger Owner’s behalf where notice is required by law or reasonably necessary for EV Charger Owner to meet its legal obligations. ChargeUp does not undertake to archive EV Charger Owner Data as a system of record, and EV Charger Owner remains solely responsible for retaining copies of all records required for its legal, tax, accounting, operational, and evidentiary purposes.

4.4 Subprocessors; Cross-Border Transfers. EV Charger Owner authorizes ChargeUp to engage affiliates and third parties as subprocessors and service providers in connection with the Services, including providers located outside Canada. EV Charger Owner acknowledges that personal information may be stored or processed in other jurisdictions and may be subject to lawful access by courts, law enforcement, and regulatory authorities in those jurisdictions.

4.5 Retention and Deletion. Subject to legal, regulatory, accounting, backup, and operational requirements, ChargeUp will make EV Charger Owner Data available for export, return, or deletion in accordance with its standard processes after expiration or termination of the applicable Services. ChargeUp may retain copies of EV Charger Owner Data and personal information as required by law, for bona fide backup and archival purposes, or to establish, exercise, or defend legal claims.

4.6 Incident Cooperation. EV Charger Owner will promptly notify ChargeUp of any actual or suspected unauthorized access to the Services, account compromise, security incident at the Locations that may affect the Services, privacy complaint, regulatory inquiry, or legally compelled disclosure relating to personal information or the Services, and the parties will reasonably cooperate in investigating and responding to such matters.

4.7 Audits. Except to the extent required by applicable law or a negotiated privacy addendum, EV Charger Owner has no general audit right over ChargeUp’s systems, facilities, or records. Any agreed audit must be conducted on reasonable prior notice, during normal business hours, in a manner that does not disrupt ChargeUp’s operations or compromise other customers’ confidentiality or security, and at EV Charger Owner’s expense.

The contents of this Section 4 are subject to the contents of any Privacy and Data Addendum concluded between the parties.

5. Intellectual Property; Branding

5.1 ChargeUp Property. ChargeUp and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services, Service Data, documentation, software, workflows, interfaces, trademarks, branding, templates, know-how, and all improvements, modifications, derivative works, and related materials (“ChargeUp Property”). Except for the limited rights expressly granted in this Agreement, no rights are granted to EV Charger Owner by implication, estoppel, or otherwise.

5.2 EV Charger Owner Marks. EV Charger Owner grants ChargeUp a limited, non-exclusive, revocable license during the Term to use EV Charger Owner’s name, logo, and Location information as reasonably necessary to provide the Services, onboard End Users, identify charging locations, and, unless EV Charger Owner opts out in writing, list EV Charger Owner as a customer in ChargeUp’s customer lists and standard marketing materials. Any goodwill arising from use of a party’s marks will inure solely to that party.

5.3 Feedback. If EV Charger Owner or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback relating to the Services (“Feedback”), ChargeUp may use, disclose, reproduce, license, distribute, and otherwise exploit that Feedback without restriction, attribution, or compensation, and EV Charger Owner hereby assigns to ChargeUp any rights necessary to permit such use.

5.4 White-Label and Third-Party Branding. EV Charger Owner acknowledges that the Services may display only ChargeUp branding even where underlying technology or support functions are provided by one or more Underlying Providers. ChargeUp may change branding, interfaces, workflows, or user experience elements from time to time, including to satisfy obligations to Underlying Providers, provided that such changes do not materially reduce the core functionality purchased by EV Charger Owner during the then-current subscription term except as permitted under Section 1.1.

5.5 Reservation of Rights. EV Charger Owner obtains no ownership interest in any software, mobile application, dashboard, API, documentation, or other ChargeUp Property, even if EV Charger Owner pays setup, integration, or customization fees, unless an Order Form expressly states otherwise.

6. Confidentiality

6.1 Confidential Information. Each party (“Receiving Party”) may receive non-public business, commercial, financial, technical, security, or legal information from the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential in light of the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information of ChargeUp includes the Services, non-public documentation, pricing, security information, and ChargeUp Property. Confidential Information of EV Charger Owner includes non-public EV Charger Owner Data and non-public business information disclosed by EV Charger Owner.

6.2 Use and Protection. The Receiving Party will use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement and will protect such Confidential Information using at least a reasonable degree of care. The Receiving Party may disclose Confidential Information to its employees, affiliates, subcontractors, professional advisors, lenders, insurers, potential investors, acquirers, and financing sources who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

6.3 Exclusions; Required Disclosure. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was already lawfully known to the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, court order, or regulatory request, provided that, where legally permitted, it gives prompt notice and reasonable cooperation to permit the Disclosing Party to seek confidential treatment or other protective measures.

6.4 Equitable Relief. Each party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which damages may be inadequate, and therefore the Disclosing Party may seek injunctive or other equitable relief without posting bond, in addition to any other remedies available at law or in equity.

6.5 Return or Destruction. Upon written request after expiration or termination of this Agreement, each party will return or destroy the other party’s Confidential Information in its possession or control, except for copies retained in routine backups, archival systems, or as required by law, regulation, internal compliance, lender requirements, or bona fide record retention policies.

7. Warranties; Disclaimers

7.1 Mutual Authority. Each party represents that it has the full power and authority to enter into this Agreement. EV Charger Owner further represents, warrants, and covenants that: (a) it has all rights, consents, licenses, permissions, and authorizations necessary for the EVCS, the Locations, and EV Charger Owner Data to be used with the Services; (b) it is the owner of, or has lawful possession of or authority to control and operate, the EVCS covered by the applicable Order Form; (c) the installation, placement, access, operation, maintenance, and removal of the EVCS, and the provision and use of the Services in connection with the Locations, comply with applicable law and all leases, licenses, access agreements, condominium documents, site rules, and other third-party restrictions applicable to the EVCS or Locations; (d) EV Charger Owner will comply with all laws applicable to its ownership or operation of the EVCS and related commercial activities, including consumer protection, accessibility, pricing, tax, privacy, and electrical or utility requirements; and (e) EV Charger Owner will not make any representation, warranty, or commitment on behalf of ChargeUp or any Underlying Provider.

7.2 Limited Service Warranty. ChargeUp warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry practice. EV Charger Owner’s exclusive remedy and ChargeUp’s sole obligation for breach of this warranty is for ChargeUp to re-perform the non-conforming Services or, if ChargeUp determines re-performance is not commercially reasonable, to provide a pro rata credit for the affected portion of the Services. EV Charger Owner must notify ChargeUp of any alleged warranty breach within thirty (30) days after the applicable non-conforming Services were performed, failing which the claim is waived.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.2, THE SERVICES, EVCS INTEGRATIONS, DASHBOARDS, APPLICATIONS, DOCUMENTATION, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHARGEUP DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR UNINTERRUPTED AVAILABILITY. CHARGEUP DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OPERATE WITH ANY PARTICULAR HARDWARE, FIRMWARE, NETWORK, UTILITY, OR THIRD-PARTY SERVICE.

7.4 No Safety or Regulatory Assurance. EV Charger Owner acknowledges that the Services are not a safety system, emergency service, legal compliance service, tax advice service, or utility management system. EV Charger Owner remains solely responsible for Location safety, electrical safety, ADA/accessibility compliance, consumer disclosures, tax reporting, parking enforcement, and operational decisions at the Locations.

7.5 Underlying Provider Disclaimer. Without limiting the foregoing, ChargeUp is not liable for any act, omission, insolvency, suspension, deprecation, API change, service failure, or security event of any Underlying Provider, except to the extent directly caused by ChargeUp’s breach of this Agreement.

8. Indemnities

8.1 EV Charger Owner Indemnity. EV Charger Owner will defend, indemnify, and hold harmless ChargeUp and its affiliates, officers, directors, employees, contractors, and Underlying Providers from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to: (i) EV Charger Owner’s lack of authority to place, access, connect, operate, maintain, or remove any EVCS at a Location; (ii) any dispute with a landlord, property owner, tenant, condominium corporation, site host, utility, or other third party concerning the EVCS or Services at a Location; or (iii) any failure by EV Charger Owner to obtain or maintain the rights, approvals, consents, permits, or authorizations required under this Agreement.

8.2 ChargeUp IP Indemnity. ChargeUp will defend EV Charger Owner against any third-party claim alleging that the Services, as provided by ChargeUp and used by EV Charger Owner in accordance with this Agreement, infringe a Canadian or U.S. patent, copyright, trademark, or trade secret, and ChargeUp will pay amounts finally awarded against EV Charger Owner or included in a settlement approved by ChargeUp. ChargeUp has no obligation under this Section to the extent the claim arises from: (a) modifications not made by ChargeUp; (b) combinations with items not provided by ChargeUp; (c) use of the Services in violation of this Agreement or documentation; (d) data, instructions, or specifications provided by EV Charger Owner; or (e) use of a superseded version after ChargeUp made a non-infringing replacement available. If such a claim appears likely, ChargeUp may modify the Services, procure the right for EV Charger Owner to continue using them, or terminate the affected Services and provide a pro rata refund of prepaid unused subscription fees for the terminated portion. THIS SECTION STATES CHARGEUP’S SOLE LIABILITY AND EV CHARGER OWNER’S EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM RELATING TO THE SERVICES.

8.3 Procedure. The indemnified party must promptly notify the indemnifying party of any claim, permit the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim in a manner that admits fault of, imposes ongoing obligations on, or restricts the rights of the indemnified party without that party’s prior written consent, not to be unreasonably withheld or delayed.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR: (A) EV CHARGER OWNER’S PAYMENT OBLIGATIONS; (B) EV CHARGER OWNER’S INDEMNIFICATION OBLIGATIONS; (C) A PARTY’S FRAUD OR WILFUL MISCONDUCT; (D) EV CHARGER OWNER’S MISAPPROPRIATION OR INFRINGEMENT OF CHARGEUP’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; AND (E) AMOUNTS PAYABLE BY CHARGEUP UNDER SECTION 8.2, NEITHER PARTY NOR ANY CHARGEUP INDEMNITEE WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, EXPECTED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHARGEUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) THE TOTAL FEES PAID OR PAYABLE BY EV CHARGER OWNER TO CHARGEUP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR (II) $100,000.

EV CHARGER OWNER’S SOLE AND EXCLUSIVE REMEDIES FOR SERVICE FAILURE, DOWNTIME, UNAVAILABILITY, ERRORS, OR PERFORMANCE ISSUES ARE THE EXPRESS REMEDIES SET OUT IN THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT ENLARGE THE FOREGOING CAP.

10. Term; Termination; Transition

10.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated in accordance with the terms of the Order Form and this Agreement.

10.2 Termination for Cause. Save for non-payment by EV Charger Owner, which may, at ChargeUp’s sole discretion, cause immediate cessation of Services, either party may terminate this Agreement or any affected Order Form on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving notice describing the breach in reasonable detail. ChargeUp may terminate or suspend immediately on notice if: (a) EV Charger Owner becomes insolvent, makes an assignment for the benefit of creditors, enters bankruptcy or receivership proceedings, or ceases business operations; (b) continued provision of the Services would violate law or expose ChargeUp or any Underlying Provider to material legal, regulatory, security, or commercial risk; (c) an Underlying Provider ceases to make a material component of the Services available to ChargeUp on commercially reasonable terms, and ChargeUp is unable through commercially reasonable efforts to provide a substitute with substantially similar core functionality; (d) EV Charger Owner challenges, contests, or attempts to impair ChargeUp’s ownership of ChargeUp Property, Service Data, or Environmental Attributes; (e) EV Charger Owner engages in fraud, abuse, charge manipulation, prohibited resale, or unlawful activity; or (f) EV Charger Owner’s use of the Services creates disproportionate support, compliance, fraud, reputational, or payment network risk.

10.3 Effect of Termination. Upon expiration or termination: (a) all rights granted to EV Charger Owner under this Agreement will immediately end; (b) EV Charger Owner will cease accessing and using the affected Services; (c) all Fees and other amounts then owed become immediately due and payable; (d) ChargeUp may offset final amounts owing between the parties; and (e) each party will comply with Section 6.5 and Section 4.5. Termination does not relieve EV Charger Owner of payment obligations accrued before the effective termination date, including refunds, chargebacks, taxes, reserves, and pass-through costs that arise afterward but relate to pre-termination activity. If EV Charger Owner terminates this Agreement or any Order Form other than for ChargeUp’s uncured material breach, or if ChargeUp terminates for EV Charger Owner’s breach, then EV Charger Owner will immediately pay: (a) all accrued but unpaid Fees; (b) all non-cancellable third-party charges and pass-through costs committed by ChargeUp in reliance on the applicable Order Form; and (c) as liquidated damages and not as a penalty, the remaining recurring Fees that would have become due during the remainder of the then-current Initial Term or renewal term, discounted by ten percent (10%) to reflect accelerated payment, provided that where applicable law prohibits such recovery the parties will enforce this provision to the maximum extent permitted by law.

11. Transition Services

Upon expiration or termination of the Services, ChargeUp may, at EV Charger Owner’s written request and subject to availability, provide reasonable transition, export, migration, reporting, configuration handoff, or other disengagement services approved by ChargeUp (collectively, “Transition Services”). Transition Services are not included in the Fees unless expressly stated otherwise in the Order Form and will be billed at ChargeUp’s then-current time-and-materials rates, plus any applicable third-party costs, pass-through charges, and Taxes.

ChargeUp will have no obligation to provide Transition Services unless: (a) EV Charger Owner requests them in writing no later than thirty (30) days after the effective date of termination or expiration; (b) EV Charger Owner has paid all undisputed amounts then due and payable, including any prepaid transition retainer requested by ChargeUp; and (c) the requested Transition Services are technically feasible and permitted by applicable law and third-party provider restrictions. ChargeUp may withhold or limit Transition Services where necessary to protect security, confidentiality, platform integrity, other customers, or ChargeUp’s rights in the Services. Unless otherwise agreed in writing, any access to the Services during Transition Services will be limited, non-production, and solely for migration or wind-down purposes.

12. General

12.1 Changes to the Services and Agreement. ChargeUp may modify the Services from time to time as permitted under any Order Form or this Agreement. ChargeUp may also update this Agreement on notice to EV Charger Owner, including changes required for product standardization, technical interoperability, Underlying Provider requirements, payment channel rules, fraud prevention, risk management, or evolving legal/compliance requirements; however, any such update will apply only prospectively and will not materially reduce EV Charger Owner’s rights or increase EV Charger Owner’s obligations during the then-current subscription term for already-purchased Services unless required by law, security, or an Underlying Provider requirement that materially affects the Services. Any amendment to an Order Form or negotiated term must be in writing and signed by both parties.

12.2 Assignment; Subcontracting. EV Charger Owner may not assign, transfer, delegate, or subcontract this Agreement or any rights or obligations under it without ChargeUp’s prior written consent. Any purported assignment in violation of the foregoing is void. ChargeUp may assign this Agreement in whole or in part, including in connection with a merger, financing, reorganization, sale of assets, or change of control, and may subcontract performance to affiliates and third parties, provided ChargeUp remains responsible for its obligations under this Agreement subject to the terms herein.

12.3 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, utility failure, internet or telecom failure, labor dispute, civil disorder, war, terrorism, governmental action, supply chain disruption, or failures of Underlying Providers (“Force Majeure Event”). This Section does not excuse EV Charger Owner’s payment obligations for Services already provided.

12.4 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, agency, franchise, employment, or other special relationship between the parties. Except for the ChargeUp Indemnitees and Underlying Providers where expressly stated, there are no third-party beneficiaries to this Agreement.

12.5 Governing Law; Venue. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law rules. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Toronto, Ontario for any dispute arising out of or relating to this Agreement, except that ChargeUp may seek injunctive or equitable relief in any competent jurisdiction to protect its confidential information, intellectual property, or security interests.

12.6 General Provisions. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings relating to that subject matter. If any provision is held unenforceable, the remaining provisions will remain in effect and the invalid provision will be interpreted to the minimum extent necessary to make it enforceable while preserving its intent as closely as possible. Waivers must be in writing and signed by the waiving party. Notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by recognized courier, or sent by email to the contact information in the Order Form. The headings in this Agreement are for convenience only and do not affect interpretation. This Agreement may be executed in counterparts and by electronic signature. The parties confirm that it is their express wish that this Agreement and all related documents be drawn up in English. Les parties confirment qu’elles ont expressément souhaité que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

This Privacy and Data Addendum (“Addendum”) forms part of and is incorporated into the ChargeUp Canada Order Form (the “Order Form”) between ChargeUp Canada Inc. (“ChargeUp”) and the customer identified in the Order Form (“Customer”). This Addendum supplements the ChargeUp Canada Site Host Agreement or other underlying agreement incorporated into the Order Form (the “Agreement”).

In the event of a conflict between this Addendum and the Agreement, this Addendum governs solely with respect to privacy, security, and data handling matters expressly addressed in this Addendum.

1. Definitions

For purposes of this Addendum:

(i) “Applicable Privacy Law” means all privacy, data protection, data breach notification, and electronic communications laws applicable to the collection, use, disclosure, retention, safeguarding, and processing of Personal Information under the Agreement, including, where applicable, PIPEDA, substantially similar provincial private-sector privacy laws, and any other applicable Canadian privacy laws.

(ii) “Authorized User Data” means Personal Information relating to Customer’s employees, contractors, property managers, agents, and other users authorized by Customer to access the Services.

(iii) “Customer Data” means all data, content, records, and information submitted to, made available to, transmitted through, or otherwise processed through the Services by or on behalf of Customer or its Authorized Users, including Site information, account information, pricing settings, support records, and operational data, but excluding ChargeUp Data.

(iv) “ChargeUp Data” means data, records, and information owned or controlled by ChargeUp, including platform usage data, system logs, service analytics, aggregated or de-identified information, operational know-how, benchmarking information, service performance data, and any data derived from Customer Data that does not identify Customer, any individual, or any specific Site.

(v) “End User Data” means Personal Information relating to drivers, tenants, invitees, employees, customers, or other end users who access or use the EVCS or related Services.

(vi) “Personal Information” means information about an identifiable individual, or information that otherwise falls within the definition of personal information, personal data, or a similar term under Applicable Privacy Law.

(vii) “Process”, “Processing”, or “Processed” means any collection, access, use, storage, organization, disclosure, transfer, analysis, deletion, or other handling of data.

(viii) “Security Incident” means unauthorized access to, unauthorized acquisition of, unauthorized disclosure of, loss of, or alteration of Personal Information in ChargeUp’s custody or control, excluding unsuccessful attempts, scans, pings, or other activity that does not compromise the confidentiality, integrity, or availability of Personal Information.

(ix) “Subprocessor” means any third party engaged by ChargeUp to Process Personal Information in connection with the Services, including cloud providers, software providers, payment processors, customer support providers, analytics providers, telecommunications providers, and other underlying service providers.

2. Scope and Roles

2.1 Scope

This Addendum applies to Personal Information Processed by ChargeUp in connection with the Services provided under the Order Form.

2.2 Independent Business Roles

The parties acknowledge that the nature of the Services may involve the parties handling Personal Information for overlapping but distinct business purposes.

Unless otherwise expressly stated in the Order Form or a separate written addendum:

• Customer is responsible for Personal Information it collects, controls, or makes available through its Sites, EVCS operations, End User relationships, and internal business operations;
• ChargeUp is responsible for Personal Information it collects, uses, or discloses for purposes of operating, securing, maintaining, supporting, billing, administering, and improving the Services, fulfilling legal obligations, preventing fraud, and managing its commercial relationship with Customer; and
• where ChargeUp Processes Personal Information on Customer’s behalf for a specific, documented purpose, ChargeUp will do so in accordance with Section 3.

2.3 No Sale of Personal Information

ChargeUp will not sell Personal Information in a manner prohibited by Applicable Privacy Law.

3. Processing Instructions and Permitted Uses

3.1 Customer-Directed Processing

To the extent ChargeUp Processes Personal Information on behalf of Customer, ChargeUp will Process such Personal Information:

• to provide the Services and perform its obligations under the Agreement and the Order Form;
• on Customer’s documented instructions as set out in the Agreement, Order Form, product configuration, support requests, or other written directions accepted by ChargeUp;
• to maintain, support, secure, troubleshoot, monitor, and improve the Services;
• to prevent fraud, abuse, misuse, and security threats;
• to comply with law, regulation, court order, payment network requirements, or requests from governmental authorities; and
• as otherwise permitted under the Agreement and Applicable Privacy Law.

3.2 ChargeUp Business Purposes

Customer acknowledges that ChargeUp may Process Personal Information as necessary for its own legitimate business and operational purposes related to the Services, including:

• account administration;
• authentication and access control;
• payment processing and settlement administration;
• support and service communications;
• product maintenance and reliability;
• usage analytics and service improvement;
• audit logging and fraud prevention;
• regulatory compliance; and
• the creation and use of aggregated and de-identified information.

3.3 Prohibited Instructions

ChargeUp is not required to follow any instruction that would, in ChargeUp’s reasonable opinion, violate Applicable Privacy Law, compromise security, conflict with the Agreement, or materially degrade the integrity or reliability of the Services.

4. Categories of Personal Information

Depending on the Services ordered and Customer’s deployment model, Personal Information Processed under the Agreement may include:

• name, email address, phone number, mailing address, and account identifiers;
• Authorized User credentials and account access details;
• End User identifiers and contact details;
• vehicle charging session information, including date, time, duration, station or port identifier, usage metrics, and pricing information;
• transaction, billing, payout, refund, and chargeback information;
• support communications and service tickets;
• site access, parking, and operational preferences;
• device, network, telemetry, log, and diagnostic information;
• IP address, browser, app, and authentication data;
• tax, banking, and remittance information; and
• any other Personal Information submitted through or reasonably required for the Services.

ChargeUp will not knowingly require Customer to provide more Personal Information than is reasonably necessary for the applicable Services.

5. Customer Responsibilities

Customer will:

• obtain all rights, authorizations, notices, and consents required under Applicable Privacy Law for ChargeUp to Process Personal Information as contemplated by the Agreement;
• ensure that its collection, use, disclosure, and configuration of Personal Information through the Services comply with Applicable Privacy Law;
• maintain and make available any privacy notices required for End Users, Authorized Users, tenants, employees, or other individuals interacting with the EVCS or Services through Customer’s Sites;
• configure the Services in a lawful and appropriate manner, including pricing, access controls, communications, and user permissions;
• respond to requests, complaints, and inquiries from individuals or regulators to the extent they relate primarily to Customer’s own privacy practices, Sites, EVCS operations, or Customer-controlled data;
• avoid uploading or disclosing sensitive Personal Information unless reasonably necessary for the Services and expressly permitted by the Agreement; and
• promptly notify ChargeUp if Customer becomes aware that any instruction previously given to ChargeUp is inaccurate, unlawful, or no longer authorized.

6. ChargeUp Responsibilities

ChargeUp will:

• implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Personal Information against unauthorized access, collection, use, disclosure, copying, modification, disposal, or destruction;
• limit access to Personal Information to personnel, contractors, and Subprocessors who require access for authorized purposes and who are subject to appropriate confidentiality obligations;
• use Personal Information only as permitted by the Agreement, this Addendum, and Applicable Privacy Law;
• maintain policies and procedures reasonably designed to support secure operation of the Services;
• provide commercially reasonable cooperation to Customer in connection with Customer’s compliance obligations, to the extent reasonably necessary and proportionate to the Services provided; and
• ensure that persons authorized by ChargeUp to Process Personal Information are bound by obligations of confidentiality.

7. Security Measures

ChargeUp will maintain a security program appropriate to the nature of the Services and the sensitivity of the Personal Information Processed, which may include, as appropriate:

• role-based access controls;
• authentication controls;
• encryption in transit and, where appropriate, at rest;
• network and endpoint protection measures;
• logging and monitoring;
• vulnerability management;
• backup and recovery procedures;
• personnel confidentiality obligations;
• incident response procedures; and
• vendor risk management measures.

ChargeUp may update its security measures from time to time, provided such updates do not materially diminish the overall level of protection for Personal Information during the applicable Term.

8. Security Incidents

8.1 Notice

If ChargeUp becomes aware of a Security Incident affecting Personal Information in ChargeUp’s custody or control, ChargeUp will notify Customer without undue delay after confirming the Security Incident, where notification is required by Applicable Privacy Law or where the incident is reasonably likely to materially affect Customer’s use of the Services or Customer’s legal obligations.

8.2 Contents of Notice

To the extent available at the time, the notice will include reasonably relevant information regarding:

• the nature of the Security Incident;
• the categories of affected Personal Information;
• the known or reasonably suspected impact;
• the measures taken or proposed to address the Security Incident; and
• information reasonably requested by Customer to support legally required notifications.

8.3 Investigation and Cooperation

ChargeUp will use commercially reasonable efforts to contain, investigate, mitigate, and remediate a Security Incident affecting Personal Information in ChargeUp’s custody or control, and will provide reasonable cooperation to Customer in relation to Customer’s legally required response obligations.

8.4 No Admission

Notification of a Security Incident does not constitute an admission of fault or liability by ChargeUp.

9. Individual Requests and Regulatory Inquiries

9.1 Individual Requests

If ChargeUp receives a request from an individual seeking access to, correction of, deletion of, or information about Personal Information for which Customer is primarily responsible, ChargeUp may direct the individual to Customer and, where appropriate, notify Customer.

9.2 Assistance

Where reasonably necessary and taking into account the nature of the Services, ChargeUp will provide commercially reasonable assistance to Customer in responding to legally valid requests from individuals or regulators relating to Personal Information Processed through the Services, provided that Customer will reimburse ChargeUp for any material out-of-scope effort at ChargeUp’s then-current professional services rates unless the request arises from ChargeUp’s breach of this Addendum.

9.3 Regulatory Communications

Each party will promptly inform the other, to the extent legally permitted, of any regulatory inquiry, investigation, or complaint relating to Personal Information or privacy practices under the Agreement that could reasonably affect the other party.

10. Subprocessors and Third Parties

10.1 Use of Subprocessors

Customer acknowledges and agrees that ChargeUp may engage Subprocessors to provide all or part of the Services.

10.2 Subprocessor Obligations

ChargeUp will require Subprocessors that Process Personal Information on ChargeUp’s behalf to be bound by contractual obligations regarding privacy, confidentiality, and security that are materially protective of Personal Information in a manner appropriate to the nature of the services provided.

10.3 Payment Processors and Third-Party Platforms

Where payment processing, telecommunications, OEM software, cloud hosting, hardware integrations, analytics, support tools, or other third-party services are used in connection with the Services, Customer acknowledges that Personal Information may be Processed by those third parties in accordance with their applicable terms, privacy policies, and legal obligations, as contemplated by the Agreement.

11. Cross-Border Processing

Customer acknowledges that ChargeUp and its Subprocessors may Process Personal Information in Canada, the United States, and other jurisdictions where ChargeUp or its Subprocessors operate.

ChargeUp will take commercially reasonable steps to ensure that cross-border Processing undertaken on its behalf is subject to contractual or other measures appropriate under Applicable Privacy Law.

Customer is responsible for ensuring that any notices or consents required in connection with cross-border transfers or foreign Processing are properly provided or obtained to the extent required by Applicable Privacy Law and applicable to Customer’s role.

12. Data Retention and Deletion

ChargeUp may retain Personal Information for the duration of the Term and for such additional period as reasonably necessary to:

• perform post-termination obligations;
• process settlements, refunds, chargebacks, audits, disputes, and tax matters;
• maintain backups and business records;
• comply with legal, regulatory, contractual, security, and accounting obligations;
• enforce the Agreement; and
• prevent fraud or misuse.

Upon Customer’s written request made within 30 days after termination or expiration of the applicable Services, ChargeUp will use commercially reasonable efforts to provide Customer with access to or export of Customer Data then available through the Services in ChargeUp’s standard format, subject to technical feasibility, security requirements, legal restrictions, and payment of any applicable fees for transition or professional services.

Thereafter, ChargeUp may delete or render inaccessible Customer Data in accordance with its retention practices, subject to any legal or operational retention requirements.

Nothing in this Addendum requires ChargeUp to delete or alter:

• backups retained in the ordinary course;
• data required for legal compliance;
• data necessary to defend claims, resolve disputes, or enforce rights;
• de-identified or aggregated data; or
• ChargeUp Data.

13. Data Ownership and Use Rights

As between the parties:

• Customer retains its rights in Customer Data, subject to the rights granted to ChargeUp under the Agreement and this Addendum;
• ChargeUp retains all rights in the Services, ChargeUp Data, service analytics, system logs, operational know-how, and all aggregated or de-identified information; and
• ChargeUp may generate, compile, use, and disclose aggregated and de-identified information for lawful business purposes, including analytics, benchmarking, service development, fraud prevention, and reporting, provided such information does not identify Customer or any individual.

14. Confidentiality

Personal Information disclosed or made available under the Agreement will be treated as Confidential Information, subject to the confidentiality provisions of the Agreement.

If there is any conflict between this Addendum and the confidentiality provisions of the Agreement in relation to Personal Information, the more protective provision will govern to the extent of the conflict.

15. Audit and Information Rights

Except where otherwise expressly required by law or agreed in writing, ChargeUp is not required to permit on-site audits of its systems or facilities.

Upon reasonable written request, and no more than once annually unless required by law or triggered by a Security Incident, ChargeUp will provide Customer with commercially reasonable information regarding its privacy and security practices relevant to the Services, which may include summaries of policies, certifications, or questionnaire responses, subject to confidentiality, security, and third-party restrictions.

Any additional audit, assessment, or review requested by Customer will be subject to ChargeUp’s reasonable approval, security requirements, resource availability, and reimbursement of ChargeUp’s reasonable costs, unless the request arises from a material breach of this Addendum by ChargeUp.

16. Limitation

ChargeUp’s obligations under this Addendum are subject to the limitations, exclusions, disclaimers, and allocation of risk set out in the Agreement, unless expressly prohibited by Applicable Privacy Law.

17. Order of Precedence

If there is a conflict between this Addendum and any other schedule relating specifically to privacy, security, or Personal Information signed by both parties, the more specific signed privacy schedule governs with respect to that subject matter.

18. Survival

The following sections survive termination or expiration of the Agreement to the extent applicable: Sections 8 through 18, and any other provision that by its nature is intended to survive.

19. Optional Commercial Privacy Selections

If the parties wish, this section can be completed for deal-specific privacy terms:

Item	Selection
Primary data residency preference	[Canada only / Canada and U.S. / As required by service providers]
Custom incident notice period	[e.g., without undue delay / 72 hours / 5 business days]
Custom retention period after termination	[Insert]
Customer-approved Subprocessor list required	[Yes / No]
Annual privacy/security questionnaire right	[Yes / No]
Custom encryption requirement	[Insert]
Special category data permitted	[Yes / No, and if yes describe]

If no selections are completed above, the default terms of this Addendum apply.