Last Updated January 02, 2026

KWEV Website Terms & Conditions

The following terms and conditions govern all use of the KWEV website and all content, services and products available at or through the website. The Website is owned and operated by KWEV, LLC. (“KWEV”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, KWEV’s Privacy Policy) and procedures that may be published from time to time on this Site by KWEV (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by KWEV, acceptance is expressly limited to these terms.

1.) Your KWEV Account. If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must not describe or assign keywords to your blog in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and KWEV may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause KWEV liability. You must immediately notify KWEV of any unauthorized uses of your blog, your account or any other breaches of security. KWEV will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

2.) Responsibility of Contributors. If you operate a blog, comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

The downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
The Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
Your blog is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
Your blog is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your blog’s URL or name is not the name of a person other than yourself or company other than your own;
You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by KWEV or otherwise.
By submitting Content to KWEV for inclusion on your Website, you grant KWEV a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, KWEV will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, KWEV has the right (though not the obligation) to, in KWEV’s sole discretion (i) refuse or remove any content that, in KWEV’s reasonable opinion, violates any KWEV policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in KWEV’s sole discretion. KWEV will have no obligation to provide a refund of any amounts previously paid.
3.) Responsibility of Website Visitors. KWEV has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, KWEV does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. KWEV disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

4.) Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which KWEV links, and that link to KWEV. KWEV does not have any control over those websites and webpages, and is not responsible for their contents or their use. By linking to a non-KWEV website or webpage, KWEV does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. KWEV disclaims any responsibility for any harm resulting from your use of non-KWEV websites and webpages.

5.) Copyright Infringement and DMCA Policy. As KWEV asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by KWEV violates your copyright, you are encouraged to notify KWEV. KWEV will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of KWEV or others, KWEV may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, KWEV will have no obligation to provide a refund of any amounts previously paid to KWEV.

6.) Intellectual Property. This Agreement does not transfer from KWEV to you any KWEV or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with KWEV. KWEV, the KWEV logo, and all other trademarks, service marks, graphics and logos used in connection with KWEV, or the Website are trademarks or registered trademarks of KWEV or KWEV’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any KWEV or third-party trademarks.

7.) Changes. KWEV reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. KWEV may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

8.) Termination. KWEV may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your KWEV account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9.) Disclaimer of Warranties. The Website is provided “as is”. KWEV and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither KWEV nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

10.) Limitation of Liability. In no event will KWEV, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to KWEV under this agreement during the twelve (12) month period prior to the cause of action. KWEV shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

11.) General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the KWEV Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

12.) Indemnification. You agree to indemnify and hold harmless KWEV, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

13.) Miscellaneous. This Agreement constitutes the entire agreement between KWEV and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of KWEV, or by the posting by KWEV of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; KWEV may assign its rights under this Agreement without condition. This Agreement will be binding upon and will insure to the benefit of the parties, their successors and permitted assigns.

Last Updated April 4, 2022

By using our mobile app or by signing up to use KWEV electric vehicle charging stations (“Services”), you agree to comply with and be bound by the following terms and conditions of service (“Terms”). 

Please review these Terms carefully. If you do not agree to these Terms, you should not use our Services.

These Terms are subject to change by KWEV LLC (“KWEV,” “us”, “we”, or “our”) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on the app, and you should review these Terms before purchasing any Services. Your continued use of the Services after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

KWEV also offers RFID (radio-frequency identification) cards branded with the KWEV name, or, in some instances, with the brand of a third party (“Branding Affiliate”). Regardless of such branding, KWEV remains solely responsible for the operations of KWEV, including KWEV cards. Except with respect to the negligence or willful misconduct of a Branding Affiliate, you agree to release and hold harmless all Branding Affiliates from any causes of action related to the KWEV cards. 

PRICES AND PAYMENT

All prices posted on our app are subject to change without notice. The price charged for the Service will be the price displayed on the app (“Fees”).

You agree to pay such Fees prior to initiating the charging session.

We accept only credit cards for payment of Fees. You represent and warrant that (is) the credit card information you provide to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

USER RESPONSIBILITIES

To use the Services, you may be required to provide information about yourself including your name, email address, username and password and other personal information. You agree that any registration information you give to us will always be current, correct, and complete. Your account must not be used for any illegal or unauthorized purpose. 

You agree to comply with any and all applicable laws and regulations, as well as any policies and rules of the owner of the KWEV charging station and/or the property owner on which the KWEV charging station is located.

Promptly update via the app any changes to your personal information and payment information.

Offers from Our Partners: 

From time to time, you may receive offers through KWEV from other organizations. Acceptance and performance under those offers is strictly between you and those organizations. KWEV does not assume responsibility for any performance by these organizations and you agree to look solely to them, and to release KWEV from any liability, with respect to any offers you accept. These organizations conduct business for themselves and are not part of the KWEV business. As such, you should always make sure to review their terms of service and privacy policies so that you may better understand what is being offered, what is expected of you and what may be done with any personally identifying information you provide to them.

Indemnification

You agree to indemnify, defend, and hold KWEV and its directors, officers, employees, agents, distributors, and affiliates (“Indemnitees”), harmless from all liability for any loss, damage or injury to persons or property arising from or related to your misuse of the Services or otherwise for your negligence or misconduct. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent.

Disclaimer

YOUR USE OF THE SERVICES AND KWEV CHARGING STATIONS IS AT YOUR SOLE RISK. THE KWEV CHARGING STATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KWEV EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KWEV DOES NOT WARRANT THAT (i) THE KWEV CHARGING STATIONS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (ii) THE OPERATION OF THE KWEV CHARGING STATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL KWEV BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE OR KWEV CHARGING STATIONS.

To the maximum extent allowed by law, you agree to, and hereby do, release the Indemnitees from all loss, damage, or injury whatsoever, known or unknown, arising out of or in any manner connected with the Services, including the use of the KWEV Charging Stations. You agree that none of the Indemnitees will incur any obligation or liability for any such loss, damage, or injury to the maximum extent allowable by law. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMER, LIMITATIONS AND RELEASE MAY NOT APPLY TO YOU.

Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under these Terms  which is due to an event beyond the control of such party including but not limited to any Act of God, pandemic, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavors to comply with the terms and conditions contained herein.

Applicable Law; Arbitration

You agree that the laws of the state of New York, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law will govern these Terms and any dispute that may arise between you and KWEV or its affiliates.

Any dispute arising from or relating to these Terms shall be arbitrated in New York County, New York. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered in any court of competent jurisdiction. If the Parties agree, a mediator may be consulted prior to arbitration. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.

Severability 

If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

Waiver

The failure of KWEV to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms by KWEV must be in writing and signed by an authorized representative of KWEV. Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

Termination

KWEV may terminate these Terms at any time, with or without notice, for any reason.

Relationship of the Parties

Nothing contained in these Terms or your use of the Site shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

Entire Agreement

This Terms of Use constitutes the entire agreement between you and KWEV and governs the terms and conditions of your use of the Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and KWEV with respect to the Services. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Services. 

Contact Us

You may contact us for any questions at privacy@kwev.com

Last Updated January 02, 2026

This Online Master Services and Subscription Agreement (including the Sales Order into which this Online Master Services and Subscription Agreement is incorporated, the “Agreement”) is entered into by and between KWEV, LLC., a New York Corporation, E-Mail: legal@kwev.com (“KWEV”), and the subscriber who is agreeing to this Agreement (“Subscriber”) as of the date it is agreed to by Subscriber (“Effective Date”). This Agreement may be amended by KWEV from time to time by posting an updated version, and Subscriber’s continued use of KWEVCloud constitutes acceptance of the amended terms.

DEFINITIONS.
a,“Certified EVSE” means any EVSE that has been approved by KWEV for use with KWEVCloud. A list of all Certified EVSE is available upon request by Subscriber.

b. “Confidential Information” means any and all information disclosed by one party to the other party, directly or indirectly, in writing, orally, electronically, or in any other form, that is marked as “confidential” or “proprietary” or with a similar designation at the time of the disclosure, or is or should be reasonably understood to be confidential or proprietary to the disclosing party given the nature of the information and the circumstances of the disclosure, including, without limitation, information about KWEVCloud, the Documentation, and the terms of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement or any other agreement by the recipient of the information; (ii) was known by the recipient of the information at or before the time such information was received from the discloser, as evidenced by the recipient’s tangible (including written or electronic) records; (iii) is received from a third-party that is not under an obligation of confidentiality to the disclosing party with respect to such information; or (iv) is independently developed by the recipient of the information without any breach of this Agreement, as evidenced by the recipient’s contemporaneous tangible (including written or electronic) records.

c. “Documentation” means such manuals, documentation and any other supporting materials relating to KWEVCloud that are provided to Subscriber by KWEV in connection with this Agreement.

d. “Driver” means any driver who charges an electric vehicle using EVSE that is managed by KWEVCloud.

e. “KWEVCloud” has the meaning set forth on Exhibit B.

f. “EVSE” means electric vehicle supply equipment used to charge electric vehicles, including Level 2 (AC) and Level 3 (DC) chargers, that is managed by KWEVCloud.

g. “Expenses” means the out-of-pocket expenses incurred by KWEV in connection with its performance of any Related Services.

h. “Intellectual Property Rights” means any and all rights existing from time to time under patent, copyright, trademark, trade secret, unfair competition, moral rights, publicity rights, privacy rights laws, and any and all other proprietary rights.

i. “Legal Requirements” means all applicable laws, rules, regulations, governmental permits, or other binding determinations of any governmental authorities.

j. “Mobile App” means a mobile version of KWEVCloud (Apple and Android compatible) that allows Drivers to search for charging stations, charge their vehicles, receive notifications, communicate with customer support, and otherwise operate KWEVCloud driver features from their cell phones.

k. “Related Services” means any services related to KWEVCloud or from KWEV that KWEV has agreed to provide to Subscriber in a Statement of Work

l. “Sales Order” has the meaning set forth in Section 5(a) of this Agreement.

m. “SLA” means the Service Level Agreement(s) set forth on Exhibit A to this Agreement.

n. “Statement of Work” means a written statement of work executed by the parties that describes any Related Services to be provided by KWEV to Subscriber.

o. “Subscriber Affiliate” means any third party that enters into a written agreement with Subscriber permitting such third party to use KWEVCloud (including, without limitation, franchisees of Subscriber) for charging electric vehicles or developing applications that are integrated with KWEVCloud.

p. “Updates” means any modifications, error corrections, bug fixes, new releases, or other updates of or to KWEVCloud and/or Documentation that are generally made available by KWEV to its customers at no additional charge during the term of this Agreement. Updates do not include any releases, options, or future products that KWEV licenses separately.

q. “Usage Data” means information about each Subscriber Affiliate’s and Driver’s use of KWEVCloud, but excludes any personally identifiable information of any Subscriber Affiliate or Driver or any other Confidential Information of Subscriber.

r. “KWEVConnect” means an additional network connection for the EVSE to support the connection to KWEVCloud.

s. “Host” means the owner or operator of an EV charging station, which may be the Subscriber or a Subscriber Affiliate

2. KWEVCloud.

a. License to KWEVCloud. Subject to the terms and conditions of this Agreement and the timely payment of all fees hereunder, KWEV grants to Subscriber a nonexclusive, nontransferable, non-sublicensable limited right and license, during the term of this Agreement, to access and use KWEVCloud through a compatible Internet browser or other remote Internet interface approved by KWEV for the purpose of configuring and administering Subscriber’s network of EVSE; provided, however, that Subscriber’s use of KWEVCloud in accordance with the licenses above must be exercised solely (a) in accordance with the Documentation; (b) for Subscriber’s own internal business use; and (c) subject to the limitations and restrictions set forth in this Agreement (including, without limitation, in Statement of Work No. 1 attached hereto as Exhibit B). For clarity, the licenses above do not include a license with respect to any source code owned by KWEV. Subscriber may provide access to KWEVCloud through the Mobile App to as many Drivers as it deems appropriate. Each Subscriber Affiliate and Driver will be considered an agent of Subscriber, and not an agent of KWEV. KWEV makes no representations or warranties for the benefit of any Subscriber Affiliate or Driver. Subscriber will be responsible for (i) ensuring that each Subscriber Affiliate complies with all of the terms and conditions of this Agreement and (ii) all of the acts and omissions of any Subscriber Affiliate in connection with this Agreement as if such acts or omissions of the Subscriber Affiliate, as applicable, were Subscriber’s own acts or omissions. Except as set forth in this Section 2(a), no other right or license of any kind is granted by KWEV to Subscriber hereunder with respect to KWEVCloud. Except as otherwise expressly set forth in this Agreement (including in a Statement of Work), KWEV is not obligated to customize or alter KWEVCloud for Subscriber. If a Driver is an employee or related party to Subscriber, Driver will be considered an agent of Subscriber for purposes of this paragraph. For purposes of this Agreement, any Host shall be deemed an agent of Subscriber, and Subscriber shall be responsible for all acts and omissions of any Host as if such acts or omissions were Subscriber’s own.

 

b. Restrictions.

(1) Subscriber acknowledges that KWEVCloud, including, without limitation, the know-how embodied therein, constitute the valuable trade secrets of KWEV. Subscriber may not, and may not allow others, to (a) copy, disassemble, decompile, “unlock,” reverse translate, reverse engineer, decode, modify, create derivative works based on, or customize KWEVCloud, or any components of KWEVCloud; (b) copy, use, or commercially exploit in any way KWEVCloud (including the processes, methods and know-how embodied in KWEVCloud) or any component of KWEVCloud, other than as expressly allowed in this Agreement; (c) distribute, assign, sell, lease, sublicense, grant a security interest in, or otherwise offer the benefits of KWEVCloud to any third party, whether such arrangement is in the nature of a service bureau, an outsourcing service, or any other similar service or business; (d) access (or attempt to access) KWEVCloud by any means other than through the interface that is provided by KWEV to Subscriber; or (e) gain unauthorized access to KWEVCloud.

(2) Notwithstanding the foregoing, KWEV reserves the right to suspend or permanently terminate any Subscriber Affiliate’s or Driver’s use of KWEVCloud (or any portion thereof) if KWEV believes, in its sole discretion, that such use could be harmful to KWEV or Subscriber in any way, including, without limitation because such use could create liability for KWEV or Subscriber or otherwise negatively impact KWEV’s or Subscriber’s reputation or goodwill.

(3) Subscriber may not use KWEVCloud to manage any EVSE that is not Certified EVSE.

c. Service Level Agreement. The maintenance of KWEVCloud will be governed by the SLA(s) attached hereto as Exhibit A.

d. Subscriber Responsibilities.

(1) Subscriber agrees that Subscriber’s and all Subscriber Affiliates’ and Drivers’ use of KWEVCloud will comply with all Legal Requirements.

(2) Except to the extent otherwise set forth in this Agreement, Subscriber is responsible for providing, at its own expense, all EVSE, other hardware, system software, access devices, networks and telecommunications or other connections required to access KWEVCloud.

(3) Subscriber agrees to make available to KWEV, at Subscriber’s expense, any Subscriber Materials (as defined below) reasonably necessary for KWEV to perform any Related Services, including without limitation, any Subscriber Materials specified in a Statement of Work.

(4) If Subscriber moves an EVSE to a new location, Subscriber will update KWEV of the new location of such EVSE for KWEVCloud within five (5) days. If Subscriber ceases operating an EVSE, Subscriber will notify KWEV in writing within five (5) days.

e. Display of Name/Logo. During and after the Term, KWEV may display Subscriber’s name and logo on KWEV’s website and in KWEV’s sales materials for the sole purpose of identifying Subscriber as an existing or former customer of KWEV.

3. STATEMENTS OF WORK AND RELATED SERVICES.

a. Statements of Work. During the term of this Agreement, the parties may, from time to time, execute Statements of Work. The Statement of Work attached hereto as Exhibit B, as well as any future Statements of Work agreed to by the parties, are hereby incorporated into this Agreement.

b. Resources. KWEV will provide such resources and utilize such employees and/or subcontractors, as it reasonably deems necessary to perform any Related Services. The manner and means used by KWEV to perform any Related Services are in the sole discretion and control of KWEV.

4. CONFIDENTIAL INFORMATION; PRESS RELEASE.

a. Confidentiality Obligations. Each party will (i) hold all Confidential Information of the other party in strict confidence and will not disclose any Confidential Information to any third party except to its officers, employees, contractors and agents (collectively, “representatives”) who have a need to know such Confidential Information in connection with the performance of its obligations under this Agreement, provided that the receiving party’s representatives have been informed by the receiving party of the confidential nature of such Confidential Information and have been instructed by such receiving party to keep such Confidential Information confidential in accordance with the terms of this Section 4(a), it being understood that the receiving party will be responsible for any breaches of this Section 4(a) by such representatives, (ii) avoid the unauthorized use or disclosure of the other party’s Confidential Information using the same degree of care that it uses in safeguarding its own confidential information, but in no event less than a reasonable degree of care, and (iii) use the other party’s Confidential Information only in connection with the performance of its obligations under this Agreement. Notwithstanding the foregoing, the restrictions on Confidential Information contained in this Section 4(a) will not apply to the extent that such disclosure is: (i) approved in writing by the disclosing party, (ii) necessary for the receiving party to enforce its rights under this Agreement in connection with a legal proceeding, or (iii) required by law or by the order of a court or a similar judicial or administrative body, provided that the receiving party promptly notifies the disclosing party in writing of such required disclosure and cooperates with the disclosing party, at the disclosing party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

b. Equitable Relief. The parties acknowledge that (i) the covenants contained in Section 4(a) are reasonable and necessary to protect the legitimate interests of the parties; (ii) the parties would not have entered into this Agreement in the absence of such covenants; and (iii) any violation or threatened violation of such covenants would cause irreparable harm for which monetary damages would not be adequate. Therefore, the parties agree that, in the event of a breach of Section 4(a) by a party, the other party will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law, and the breaching party will reimburse the non-breaching party for the reasonable costs associated with such enforcement (including any attorney’s fees).

c. Usage Data. Notwithstanding anything to the contrary contained in this Agreement, Subscriber hereby (i) authorizes KWEV to disclose anonymized Usage Data to third party utilities and government authorities to the extent KWEV is required to share such Usage Data with such third parties under a written agreement with the applicable third party and (ii) grants to KWEV a royalty-free, worldwide, perpetual, non-exclusive right and license to use reproduce, distribute, and make derivative works of the Usage Data.

5. PAYMENT.

a. Fees. Subscriber shall pay KWEV (i) the fees (collectively, the “Fees”) set forth in Exhibit B to this Online Master Services Agreement and in the applicable Sales Order into which this Agreement is incorporated (the “Sales Order”), and (ii) any approved Expenses, in U.S. Dollars. Unless otherwise expressly stated in the applicable Sales Order, one hundred percent (100%) of all KWEV Fees are invoiced and due in full upon charger activation and commissioning. For purposes of this Agreement, “Activation” means KWEV’s enablement of an EVSE in KWEVCloud after receiving confirmation that such EVSE has been installed. KWEV has no obligation to verify installation. If KWEV incurs any processing fees, transaction fees, or other charges resulting from Subscriber’s chosen method of payment, Subscriber shall reimburse KWEV for such fees. Following the expiration of the Initial Term (as defined in Section 6(a)), all Fees shall increase by three percent (3%) for each Renewal Term, on a compounded basis.

b. Invoices and Payment Terms. Except as otherwise expressly set forth in a Sales Order or applicable Statement of Work, KWEV shall invoice Subscriber for all Fees and approved Expenses in accordance with the payment terms specified therein. All Fees designated as payable upon activation shall be invoiced and due in full at the time of charger activation and commissioning. Any other Fees or Expenses shall be invoiced as incurred.

Subscriber shall pay all undisputed invoices in U.S. Dollars via ACH or credit card. By providing ACH or credit card payment information to KWEV, Subscriber irrevocably authorizes KWEV to store such payment method on file and to automatically initiate ACH debits or credit card charges, as applicable, without further notice or consent, for all amounts due under this Agreement, including, without limitation: (i) all Fees due upon activation, (ii) any past-due amounts, and (iii) all Renewal Term fees, which shall be billed automatically, in advance, on the applicable renewal date, unless otherwise expressly stated in the applicable Sales Order or Statement of Work.

Subscriber may change its designated payment method or billing information only by providing prior written notice and updated information to KWEV, and any such change shall not relieve Subscriber of any payment obligations incurred prior to such change.

Subscriber’s continued use of KWEVCloud after the expiration of any promotional or bundled subscription period constitutes acceptance of KWEV’s then-current subscription rates and billing terms.

If any Fee or other amount owed is past due, KWEV reserves the right, in addition to any other remedies available at law or equity, to: (i) assess a service charge on the overdue balance at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if less); (ii) suspend Subscriber’s access to KWEVCloud; and/or (iii) suspend or pause the sharing of Usage Data with third-party utilities or governmental authorities.

c. Taxes. Subscriber will also be responsible for payment of all taxes (other than taxes based on KWEV’s income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of Fees to KWEV under this Agreement, whether collected by taxing authorities pursuant to existing Legal Requirements or Legal Requirements enacted in the future. Subscriber will pay all Fees to KWEV free and clear of, and without reduction for, any withholding taxes. Taxes will be calculated at billing when applicable in accordance with this Section 5(c).

d. Other Payments. To the extent permitted by Legal Requirements, KWEV will be entitled to receive any and all credits, benefits, rebates, refunds, and other incentives provided by governmental authorities and/or utilities resulting from Subscriber’s, Subscriber Affiliates’, and Drivers’ use of EVSE.

6. TERM; TERMINATION.

a. Term. The term of this Agreement will commence on the Effective Date and will continue for the period set forth in the Sales Order (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”; and together with the Initial Term, the “Term”) unless either party notifies the other party of its intention not to renew this Agreement at least one hundred eighty (180) days before the end of the then-current Renewal Term.

b. Termination. Either party may terminate this Agreement by providing written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) calendar days after written notice thereof by the non-breaching party. Upon a termination of this Agreement, all Statements of Work then in effect will automatically terminate as well.

c. Effects. Upon the expiration or termination of this Agreement for any reason: (i) all rights and licenses granted to Subscriber (and Subscriber Affiliates and Drivers) hereunder will immediately terminate; (ii) Subscriber will immediately stop using KWEVCloud; and (iii) within thirty (30) days, each party will, at the other party’s option, either destroy or permanently erase all copies of the other party’s Confidential Information under its control; provided, however, that each party may retain one archival copy the other party’s Confidential Information. Upon any termination of this Agreement, Subscriber will still be obligated to pay all Fees and Expenses that have accrued pursuant to this Agreement prior to the effective date of termination within five (5) days after such date of termination. Either party’s termination of this Agreement will be without prejudice to any other right or remedy that it may have at law or in equity, and will not relieve either party of breaches occurring prior to the effective date of such termination. Sections 1, 2(b), 2(e), and 4-11, and any other provisions in the Exhibits to this Agreement that by their nature would reasonably be expected to survive, will survive the expiration or termination of this Agreement. Except as expressly set forth in this Agreement, all Fees paid or payable are non-refundable.

7. PROPRIETARY RIGHTS.

a. KWEV. As between KWEV and Subscriber, KWEV will exclusively own and retain all right, title, and interest, including all Intellectual Property Rights, in and to (i) KWEVCloud (including all Documentation) and any Related Services, including, without limitation, all software, technology, information, content, and materials relating thereto; (ii) all Confidential Information of KWEV; (iii) any suggestions, recommendations, or other feedback relating to KWEVCloud provided by Subscriber or any Subscriber Affiliate or Driver to KWEV; and (iv) any modifications, Updates, copies, translations, improvements, derivative works, or adaptations of any of the foregoing, irrespective of who authored, invented, or made same.

b. Subscriber. As between KWEV and Subscriber, Subscriber will exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to (i) the Usage Data and (ii) all Confidential Information of Subscriber (collectively, the “Subscriber Materials”). Subscriber hereby grants KWEV a royalty-free, worldwide, non-exclusive right and license to use, reproduce, distribute, transmit, perform, display, and make derivative works of the Subscriber Materials, or any portion thereof, solely for the purpose of performing any Related Services.

8. LIMITED WARRANTY.

a. Mutual. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement (i) is within its corporate powers, (ii) has been duly authorized by all necessary corporate action on such party’s part, and (iii) does not and will not contravene, violate, or constitute a default under, and is not and will not be inconsistent with, any Legal Requirement, judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party.

b. KWEVCloud. KWEV warrants that, when operated in accordance with the Documentation, KWEVCloud will substantially conform to the specifications set forth in the Documentation. Notwithstanding the foregoing, KWEV’s warranty in this paragraph will not apply to the extent that KWEV’s breach of such warranty arises from (i) any use of KWEVCloud not in accordance with the terms of this Agreement or any Legal Requirements; (ii) any use of KWEVCloud in combination with other services, products or data provided by Subscriber or third parties; or (iii) any modification of KWEVCloud by Subscriber or any third party. KWEV’s sole obligation, and Subscriber’s sole remedy, for a breach of the warranty in this paragraph will be, at KWEV’s option, either to (i) remedy the purported defect within a reasonable time or (ii) terminate this Agreement and refund any Fees that have been prepaid by Subscriber for KWEVCloud for any period of time after such termination.

c. Related Services. KWEV warrants that it will perform any Related Services that KWEV is obligated to provide in a professional and workmanlike manner. KWEV’s sole obligation, and Subscriber’s sole remedy, for a breach of this warranty will be, at KWEV’s option, either to: (a) re-perform any Related Services that fail to meet the foregoing warranty; or (b) terminate the applicable Statement of Work and refund any Fees that have been paid by Subscriber for any Related Services that fail to meet the foregoing warranty.

d. General Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8(a), 8(b) and 8(c), KWEVCLOUD IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND KWEV EXPRESSLY DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY ASPECT OF KWEVCLOUD, ANY RELATED SERVICES, OR ANY OTHER ASPECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. KWEV DOES NOT WARRANT THAT KWEVCLOUD WILL MEET ALL OF SUBSCRIBER’S REQUIREMENTS, THAT ITS ACCESSIBILITY OR OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT THE ELECTRICAL, INTERNET, WIRELESS, OR CELLULAR NETWORKS NECESSARY TO OPERATE KWEVCLOUD WILL BE AVAILABLE, OR THAT KWEVCLOUD WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. KWEV IS NOT LIABLE TO SUBSCRIBER FOR ANY LOSS OR CORRUPTION OF SUBSCRIBER CONTENT ON KWEVCLOUD. SUBJECT TO ANY KWEV OBLIGATIONS IN EXHIBIT A TO THIS AGREEMENT, SUBSCRIBER ACKNOWLEDGES THAT ACCESS TO INFORMATION STORED IN KWEVCLOUD IS NOT GUARANTEED, AND SUBSCRIBER AGREES TO EMPLOY APPROPRIATE BACK-UP PROCEDURES FOR DATA STORAGE IN ORDER THAT ANY LOSS OF DATA CAUSED BY KWEVCLOUD OR ITS UNAVAILABILITY WILL NOT ADVERSELY AFFECT SUBSCRIBER. TO THE EXTENT KWEV MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

e. Third-Party Data. KWEVCLOUD MAY CONTAIN DATA FROM THIRD-PARTY PROVIDERS AND/OR WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY KWEV. KWEV HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, SUCH DATA OR POLICIES, OR PRACTICES OF ANY THIRD-PARTY DATA PROVIDER. SUBSCRIBER EXPRESSLY RELIEVES KWEV FROM ANY AND ALL LIABILITY ARISING FROM SUBSCRIBER’S USE OF ANY SUCH THIRD-PARTY DATA.

9. LIMITATION OF LIABILITY. KWEV’S AGGREGATE LIABILITY TO SUBSCRIBER FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL THEORY (WHETHER IN TORT, CONTRACT, INDEMNITY, STATUTORY, OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY SUBSCRIBER TO KWEV PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH SUCH CLAIM INITIALLY AROSE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN TORT, CONTRACT, INDEMNITY, STATUTORY, OR OTHERWISE) WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, GOODWILL, LOST PROFITS OR LOST DATA, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM SUCH PARTY’S OR THIRD PARTY’S PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY’S BUSINESS.

10. INDEMNIFICATION.

a. KWEV. KWEV will, at its sole expense, defend, indemnify, save and hold harmless Subscriber and Subscriber’s officers, directors, agents and employees from any and all damages, losses, liabilities, costs or expenses, including reasonable attorneys’ fees (collectively, “Losses”), resulting from third-party claims, demands, suits, or proceedings (collectively, “Claims”) arising out of or relating to (i) KWEV’s breach of its representations, warranties, or covenants set forth in this Agreement, (ii) the infringement of any valid United States copyright or trade secret by KWEVCloud (which, for clarity, does not include Subscriber Materials), and (iii) KWEV’s gross negligence or willful misconduct. Notwithstanding the foregoing, KWEV’s indemnity obligation in this paragraph will not apply to the extent that such obligation arises from (i) any use of KWEVCloud not in accordance with the terms of this Agreement or any Legal Requirements; (ii) any use of KWEVCloud in combination with other services, products or data provided by Subscriber or third parties; or (iii) any modification of KWEVCloud by Subscriber or any third party.

b. Subscriber. Subscriber will, at its sole expense, defend, indemnify, save and hold harmless KWEV and KWEV’s officers, directors, agents and employees from any and all Losses resulting from Claims arising out or relating to (i) an alleged breach by Subscriber or any Subscriber Affiliate of any representation, warranty or covenant of Subscriber in this Agreement; (ii) the Subscriber Materials; (iii) any representations or warranties made by Subscriber to a Subscriber Affiliate, Driver, or other third party concerning any aspect of KWEVCloud or Related Services; (iv) acts or omissions of Subscriber, or any Subscriber Affiliate, in connection with Subscriber’s use of KWEVCloud; and (v) Subscriber’s gross negligence or willful misconduct.

c. Requirements. Any party seeking indemnification under this Agreement will (i) promptly notify the indemnifying party in writing regarding any facts that may give rise to a claim for indemnification under this Agreement (provided that any delay in notification will not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such delay); (ii) provide the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (at the indemnifying party’s expense, to the extent of any out-of-pocket expenses); and (iii) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party’s approval of any such settlement, which approval will not be unreasonably withheld or delayed.

11. INSURANCE. During the Term, KWEV will maintain, with reputable insurance companies, the following insurance coverages: (a) workers’ compensation insurance as required by Legal Requirements, (b) general liability insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 aggregate. Upon Subscriber’s request, KWEV will provide certificates of insurance evidencing the insurance coverages set forth above.

12. MISCELLANEOUS.

a. Arbitration. In the event of any dispute, claim or controversy between the parties arising out of or relating to this Agreement, whether in contract, tort, equity or otherwise, and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this agreement, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim or controversy will be resolved by and through an arbitration before one (1) arbitrator in New York to be administered by Judicial Arbitration and Mediation Services, Inc., or its successor, pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Both the foregoing agreement of the parties to arbitrate any and all such disputes, claims and controversies, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration will be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The costs of the arbitrator, the arbitration proceeding, any proceeding in court to confirm or to vacate any arbitration award, and each party’s reasonable attorneys’ fees and costs will be borne by the unsuccessful party or, at the discretion of the arbitrator(s), may be prorated between or among the parties in such proportion as the arbitrator(s) determine(s) to be equitable and will be awarded as part of the arbitrators’ award.

b. Export Restrictions. Subscriber understands and acknowledges that KWEV is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, that prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of KWEV to provide access to KWEVCloud are subject in all respects to such United States laws and regulations as from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations (“EAR”) issued by the Department of Commerce, International Trade Administration, Bureau of Export Administration (“BXA”). Subscriber agrees to comply in all respects with the export and re-export restrictions applicable to KWEVCloud and will otherwise comply with the EAR or other United States laws and regulations in effect from time to time.

c. Entire Agreement; Amendments. This Agreement, including any exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter, including, without limitation, any purchase orders or other business forms drafted by Subscriber, whether or not signed by KWEV, which are hereby terminated and of no further force or effect. KWEV may amend this Agreement at any time, and Subscriber’s continued use of KWEVCloud shall constitute acceptance of such amendment.

d. Waivers. The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement. No delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operates as a waiver of any right or remedy

e. Severability. If the application of any provision of this Agreement to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (i) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby and (ii) such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

f. Assignment. The rights granted and obligations undertaken in this Agreement are personal to Subscriber and Subscriber agrees not to transfer, assign or sublicense such rights or obligations to any third-party. Any attempted transfer, assignment or sublicense of such rights or obligations by Subscriber will be null and void.

g. Relationship. The relationship of KWEV and Subscriber established by this Agreement is that of independent contractors, and nothing contained in this Agreement will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the parties or any of its respective agents or employees. Nothing in this Agreement grants to either party the authority to make any promise, warranty, guarantee, or representation that will create any obligation or liability whatsoever, whether express or implied, on behalf of the other.

h. Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any contrary choice of law rules, and applicable United States federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

i. Notices. All notices under this Agreement will be in writing and will be delivered to Subscriber at the physical address or e-mail address specified in the Sales Order, and KWEV’s physical address or e-mail address indicated above, Attn: Legal Notice, by: (1) depositing the notice in the mail, using registered mail, return receipt requested; (2) overnight delivery service; (3) e-mail; or (4) hand delivery to an individual authorized to accept such delivery. The notice will be effective; (i) seven (7) calendar days after deposit in the mail; (ii) the next business day after deposit with an overnight delivery service; (iii) upon receipt by e-mail; or (iv) on the date of hand delivery.

j. Force Majeure. Except for Subscriber’s obligations to pay KWEV hereunder, neither party will be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control.

k. Construction. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent. This Agreement will be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement.

l. Headings. The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement. m. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same Agreement. All signed fax copies of the Agreement will be deemed as valid as an original.

 

EXHIBIT A
SAAS Service Level Agreement

1. DEFINITIONS.

a. “Error” means, with respect to this Exhibit A only, an event that causes interruption to, or a reduction in, the quality of the Software.

b. “EV” means electric vehicle.

c. “EVSE” means the hardware components (electric vehicle supply equipment) that make up an EV charging station.

d. “Host” means the owner or operator of an EV charging station.

e. “Response Time” means, after KWEV receives notice of an Error, the amount of time it takes KWEV to provide Subscriber with an update and potential resolution time for such Error.

f. “Resolution Time” means, after KWEV receives notice of an Error, the amount of time it takes KWEV to resolve such Error, which may include a permanent fix or temporary workaround.

g. “Scheduled Downtime” means the number of hours in a given calendar month that one or more material elements of the Software is not available to Subscriber because of scheduled system maintenance across the Software (i.e., not Subscriber-specific) for which KWEV has provided Subscriber with at least 48 hours prior notice. Notwithstanding the foregoing, Software downtime that occurs any day between 12:00 p.m. and 5:00 p.m. Time will qualify as “Scheduled Downtime” without the need for KWEV to provide prior notice to Subscriber. KWEV will use commercially reasonable efforts to perform Scheduled Downtime from 11:00 p.m-4:00 a.m. Eastern Time.

h. “Incident Levels” mean the categories of Errors set forth below:

Incident Level	Description of Error
Critical	• A production system is down or a mission critical failure in a production system is imminent   • System is not usable until the issue is fixed and no workaround is available
High	• The issue is causing a loss of key functionality which affects significant aspects of the business or operations • Something major isn’t working, but the system is still usable to an extent
Moderate	• The issue is impacting non-critical functionality which does not affect significant aspects of the business or operations • In general, the system is working normally except for a limited portion
Low	• A minor issue: the system is still fully usable with limitations or workarounds

a.“Software” means the software included within KWEVCloud.

b.“Unscheduled Downtime” means the number of hours in a given calendar month that one or more material elements of the Software is not available to Subscriber because of system maintenance that is not Scheduled Downtime.

2. AVAILABILITY. The Software will be available to Subscriber twenty-four (24) hours a day, seven (7) days a week, 99.9% of the time (the “Availability Percentage”), measured on a calendar monthly basis, excluding (a) Scheduled Downtime, (b) up to a total of four (4) hours per month of Unscheduled Downtime, and (c) downtime caused by Subscriber or its agents or by other forces beyond the reasonable control of KWEV (including, without limitation, hardware or software failures). Notwithstanding anything to the contrary in this Exhibit A, the unavailability of certain specific features or functions of the Software that are not, in the aggregate, material to the Software as a whole will not constitute unavailability of the Software.

3. RESOLUTION OF ERRORS.

a. Categorization of Errors. The Incident Level of any Error will be determined by KWEV in its reasonable discretion.

b. Response & Resolution Times. Subscriber will use commercially reasonable efforts to provide detailed, accurate, and immediate notification to KWEV of any Error so that KWEV can take remedial action as soon as possible. KWEV will use commercially reasonable efforts to respond to and resolve each Error in accordance with its Incident Level as set forth in the table below:

Incident Level	Response Time	Workaround Time**	Full Resolution Time
1*	2 Hours	4 Hours	72 Hours
2*	4 Hours	12 Hours	96 Hours
3*	1 Business Day	Seven Days	45 Days
4*	2 Business Days	N/A	90 Days

* Notwithstanding anything to the contrary contained in this Agreement, KWEV is not obligated to remedy any Error caused by user error or Subscriber’s or any user’s failure to access the Software with a compatible system or web browser or any Error caused by the EVSE.

** Subscriber will power cycle the EVSE upon request of KWEV. If KWEV is unable to fix an Error remotely within the applicable remote workaround time period set forth in the table above, such Error will be referred to the Subscriber’s field service team for resolution. If the Error is not covered by a valid warranty, additional service fees may apply to such site visit(s).

4. TECHNICAL SUPPORT. KWEV technical support will be available by phone at (888) 505-5938 or by email at host_support@kwev.com (email subject to change) based on the schedule below:

Requesting Party	Days	Time	Contact
Subscriber or Subscriber Affiliate	Monday to Friday (excluding legal and KWEV corporate holidays)	8:00 AM – 6:00 PM Eastern Time	KWEV Account Manager or the KWEV support phone number or e-mail address set forth above
Driver	24/7	N/A	KWEV support phone number or e-mail address set forth above

 

 

[Note: The below KWEVPlus Service Level Agreement applies only if the Subscriber has opted to include the KWEVPlus service on the applicable Sales Order.]

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A-2
KWEVPlus Service Level Agreement

1. DEFINITIONS.

a. “Connector” means a connector on any EVSE that allows a Driver to successfully authorize a charging session on the Driver’s EV.

b. “Error”, with respect to this Exhibit, means an event that causes any EVSE to be unable to charge a Driver’s EV.

c. “EV” means electric vehicle.

d. “EVSE Incident Levels” means the categories of Errors set forth below:

EVSE Incident Level	Description of Error
1	More than 50% of the Connectors at a particular location are failing.
2	50% or less of the Connectors at a particular location are failing
3	Error that does not significantly impact an EVSE’s functionality.
4	Error that is minor or cosmetic in nature and does not materially impact an EVSE’s functionality.

e.“Site Visit Time” means, after KWEV determines that an Error cannot be repaired remotely, the amount of time it takes KWEV to send a field technician to perform an initial Site Visit.

f. “Site Visit” means a visit by a field technician to an EVSE for repairing an Error.

g. “KWEVPlus” means KWEV’s optional hardware support and maintenance service offering, which may include remote monitoring, diagnostics, coordination of repairs, and field service support as expressly described in the applicable Sales Order or Statement of Work. KWEVPlus is a service offering only and is not a warranty, insurance product, or guarantee of uninterrupted operation, and does not extend, replace, or modify any manufacturer hardware warranty unless expressly stated in writing by KWEV.

2. DESCRIPTION OF SERVICE. KWEV agrees to provide the following services for so long as Subscriber purchases and maintains the respective KWEVPlus Subscription:

a. Remote Monitoring, Error Detection, and Remote Repair

(1) KWEV will remotely monitor each EVSE for Errors from 8am-6pm Eastern Time.

(2) If KWEV detects any Errors as a result of such remote monitoring, KWEV will notify Subscriber in accordance with Section 3 below.

(3) KWEV will attempt to repair such Errors remotely; however, if KWEV is unable to repair the Error remotely, KWEV will perform a Site Visit to repair such Error in accordance with Section 4 below.

b. Repair – Site Visit

(1) KWEV will coordinate all repairs to ensure your EVSE is operational.

(2) KWEV will supply all necessary parts and perform all required labor to correct any Errors and ensure the EVSE functions according to its published specifications.

(3) KWEV reserves the right, in its sole discretion, to replace the EVSE with one from a different brand, provided that the replacement has substantially similar functionality and technical specifications.

(4) RESPONSE TIME. KWEV will provide a response to Subscriber within one (1) business day after discovery of an Error. KWEV’s response time is calculated as time elapsed from the earlier of (i) the moment the Error is first detected or identified by KWEV through its remote monitoring or other means, or (ii) the moment Subscriber notifies KWEV of an Error.

3. RESOLUTION OF ERRORS.

a. Categorization of Errors. The EVSE Incident Level of any Error will be determined by KWEV in its reasonable discretion.

b. Subscriber Obligations. Subscriber will use commercially reasonable efforts to provide detailed, accurate, and immediate notification to KWEV of any Error so that KWEV can take remedial action as soon as possible. Subscriber will power cycle EVSEs upon request of KWEV.

c. Resolution Times.

(1) Remote. KWEV will use commercially reasonable efforts to remotely resolve Errors in accordance with the applicable Incident Level and KWEVPlus package as set forth in the table below:

EVSE Incident Level	KWEVPlus Pro	KWEVPlus Essential
1-4	3 Business Days	1 Business Day

 

(2) Site Visit. KWEV will use commercially reasonable efforts to perform a Site Visit in accordance with the applicable Incident Level and Shield package as set forth in the table below:

EVSE Incident Level	KWEVPlus Pro Site Visit Time*	KWEVPlus Essential Site Visit Time*
1	3 Business Days	6 Business Days
2	5 Business Days	10 Business Days
3	10 Business Days	15 Business Days
4	30 Business Days	30 Business Days

*The Site Visit Time may be extended for (a) any failure of Subscriber to provide timely access to the location or timely responses to KWEV’s requests for information and Subscriber to cycle power of the EVSE that maybe necessary to resolve the Error and (b) the delivery of any parts required to resolve the Error. If the field service technician determines during the initial Site Visit that a return Site Visit is required to resolve the Error, KWEV will use commercially reasonable efforts to schedule a return Site Visit within three (3) business days after the initial Site Visit, subject to the availability and delivery of any parts required to resolve the Error. KWEV will provide the Subscriber with periodic updates regarding the resolution of an Error.

4. REPAIR COSTS.

a. KWEVPlus Professional: Included. EVSE must be under an active hardware warranty, otherwise charges may apply.

b. KWEVPlus Essentials: Not Included. KWEV will provide the Subscriber with a cost estimate and will proceed only after customer approval of the scope. A field service visit shall be paid to KWEV in two installments: (i) a deposit, which is due prior to the commencement of any on-site work, and (ii) a final payment, which shall be payable upon completion of the work performed during the Site Visit.

5. EXCLUSIONS. Notwithstanding anything to the contrary in this KWEVPlus Service Level Agreement (“KWEVPlus SLA”), KWEV’s obligations under this KWEVPlus SLA do not apply to the following types of Errors:(a) Errors caused by the electrical infrastructure, poor cell/wifi quality or strength or poor network connectivity or performance, (b) Errors that can be fixed by manually power cycling the EVSE, (c) Errors caused by the improper installation of an EVSE by Subscriber or a third-party, (d) Errors caused by vandalism, misuse, or abuse of the EVSE, (e) Errors relating to damage to a Connector (e.g., caused by a Driver running over the Connector), (f) cosmetic damage to an EVSE, (g) normal wear and tear to EVSE (e.g., fading of colors), (h) Errors caused by the negligence of Subscriber or a Driver (e.g., striking the EVSE with a vehicle), (i) Errors caused by the modification or relocation of an EVSE other than by KWEV, (j) Errors caused by the use of the EVSE with software or parts that are not supplied by KWEV, and (k) Errors caused by extreme power surges, extreme electromagnetic fields, or any other acts of nature (collectively, “Excluded Errors”).

6. CHARGES FOR EXCLUDED ERRORS. If (a) Subscriber requests that KWEV repair an Excluded Error, (b) KWEV agrees to repair such Excluded Error, and (c) Subscriber agrees to KWEV’s cost estimate for repairing such Excluded Error, Subscriber will be responsible for paying for such services and parts immediately after the repair is completed. If, during an initial Site Visit, it is determined that the Error is an Excluded Error, Subscriber will pay for any service and parts provided during such Site Visit immediately after the Site Visit.

[Note: The below Statement of Work applies only if the Subscriber is subscribing to KWEVs KWEVCloud Network product.]

 

EXHIBIT B

Statement of Work No. 1 – KWEVCloud Network

This Statement of Work No. 1 (“SOW”) is at all times subject to the terms and conditions set forth in the main body of the Agreement in which it is incorporated. Any capitalized term used, but not defined, in this SOW will have the meaning given to that term in the main body of the Agreement.

1. Definitions.

a. “Charging Session” means a Driver’s use of an EVSE to charge such Driver’s electric vehicle.

b. “Driver Transaction Fee” means a fee equal to 8% of the applicable Session Fee for a Charging Session plus a connection fee of up to $0.50 per Charging Session. KWEV may modify the Driver Transaction Fee by giving Subscriber sixty (60) days prior written notice.

c. “KWEVCloud” means, collectively, (i) the object code versions of KWEV’s web-based software that manages the networks to which EVSEs are connected and includes the following functionality and services: dashboard, reporting suite, flexible pricing policies, EVSE station access control, OCPI integrations, and compatibility with virtually any OCPP1.6 (or the most up-to-date version or standard) JSON-enabled hardware, (ii) the Mobile App; (iii) the Documentation; and (iv) Updates to any of the foregoing.

d.“Regulatory Charges” means any and all charges or fees imposed by applicable state and federal regulatory authorities with respect to a Charging Session or the use of EVSE.

e.“Session Fees” means any and all fees collected by KWEV for each Charging Session, including any applicable Taxes and/or Regulatory Charges.

f.“Taxes” means sales, use, and other taxes imposed by applicable taxing authorities with respect to a Charging Session.

2. Territory.Subscriber may implement KWEVCloud only with respect to EVSE located in the United States.

3. Trademarks.Subscriber agrees not to remove, conceal, or modify any KWEV trademarks, service marks, logos or any other markings or labels displayed on EVSE (or peripheral equipment thereto) that is sold or otherwise provided to Subscriber by KWEV.

4. Related Services.

a.Setup and Configuration Services. KWEV will provide the following services to Subscriber: (i) help Subscriber set up and configure KWEVCloud according to KWEV’s standard specifications and (ii) provide Subscriber with up to two (2) hours of product and functionality training during setup of KWEVCloud.

b.Additional Services. Any services requested by Subscriber that are outside the scope of this SOW (including, without limitation, training services that exceed the time limitations set forth in this SOW) will be considered “Additional Services”. Subscriber will pay hourly rates for such Additional Services (or enter into a separate Statement of Work with KWEV for Additional Services prior to the provision of such Additional Services).

5. Compensation.

a.Collection of Session Fees.Subscriber will have the sole authority to determine and set the Session Fees for each Charging Session. KWEV may set a default Session Fees at commissioning or change the Session Fees on behalf of Subscriber’s request. KWEV will collect all Session Fees. KWEV will also collect applicable Taxes and Regulatory Charges only if Subscriber has enabled the Tax Support Feature within the KWEVCloud Management Console for each applicable state identified by Subscriber. Conditioned on such enablement, KWEV will collect and pay the Taxes and Regulatory Charges to the corresponding appropriate taxing or regulatory authorities.

b. Enablement of Tax Support Feature. Subscriber shall be responsible for accessing their Management Console, selecting the Payment features, and enabling the Tax Support Feature for each state for which they intend KWEV to collect such Taxes and Regulatory Charges.

c. Remittance of Session Fees. KWEV will remit to Subscriber the Session Fees within thirty (30) days after the end of the calendar quarter in which such Session Fees and/or Taxes and Regulatory Fees were collected by KWEV, after deducting the applicable “Driver Transaction Fees” (as described in Section 5(e) below.

d. Subscriber Responsibility for Taxes and Regulatory Charges. Subscriber is responsible for the payment of all Taxes and Regulatory Charges to the appropriate taxing or regulatory authorities when/if such Taxes and/or Regulatory Charges are imposed, whether or not collected by KWEV; provided, however, that KWEV will be responsible, on behalf of Subscriber, for the collection of such Taxes and Regulatory Charges from Drivers if Subscriber has enabled the Tax Support Feature in their Payment Dashboard.

e.Driver Transaction Fee. KWEV shall retain, for its own account, a Driver Transaction Fee deducted from the tax-inclusive amounts collected from the Driver, based on Host-set charging rates.

f. Other Fees.All other Fees payable to KWEV will be set forth on the applicable Sales Order (which Fees will begin to accrue on the Effective Date of this Agreement).

g.Expenses.All Expenses will require Subscriber’s prior written approval. Subscriber will reimburse KWEV for all Expenses on a monthly basis. KWEV will provide Subscriber with supporting documentation for Expenses upon request.

Last Updated January 02, 2026

Hardware Standard Terms and Conditions

These Hardware Standard Terms and Conditions (including the Sales Order into which these Hardware Standard Terms and Conditions are incorporated, the “Agreement”) are entered into by and between KWEV, LLC., a New York Corporation , E-Mail: legal@kwev.com (“KWEV”), and the buyer who is agreeing to this Agreement (“Subscriber or Buyer”) as of the date it is agreed to by Subscriber (“Effective Date”). This Agreement may be amended by KWEV from time to time by posting an updated version, and Subscriber’s continued use of the KWEV’s services constitutes acceptance of the amended terms

1. DEFINITIONS.
a.) “EVSE” means electric vehicle supply equipment used to charge electric vehicles, including Level 2 (AC) and Level 3 (DC) chargers.
b.) “Expenses” means the out-of-pocket expenses incurred by KWEV in connection with its performance of any Related Services.
c.) “Legal Requirements” means all applicable laws, rules, regulations, governmental permits, or other binding determinations of any governmental authorities.
d.) “Related Services” means any services that KWEV has agreed to provide to Subscriber in a Statement of Work or related agreement.
e.) “Sales Order” has the meaning set forth in Section 4(a) of this Agreement.
f.) “Statement of Work” means a written statement of work executed by the parties that describes any Related Services to be provided by KWEV to Subscriber.
g.) “Subscriber Affiliate” means any third party that enters into a written agreement with Subscriber permitting such third party to use EVSE (including, without limitation, franchisees of Subscriber) for charging electric vehicles or developing applications that are integrated with the EVSE.
h.) “KWEVPlus” means KWEV’s optional hardware support and maintenance service offering, which may include remote monitoring, diagnostics, coordination of repairs, and field service support as expressly described in the applicable Sales Order or Statement of Work. KWEVPlus is a service offering only and is not a warranty, insurance product, or guarantee of uninterrupted operation, and does not extend, replace, or modify any manufacturer hardware warranty unless expressly stated in writing by KWEV.

2. DELIVERY.
a.) Delivery and Risk of Loss. All EVSE will be delivered to Buyer directly from the EVSE manufacturer or distributor to the address provided by Buyer on the Sales Order. Buyer assumes all risk of loss with respect to EVSE, , and Buyer is deemed to be the purchaser of the EVSE from the time the order is placed, regardless of whether the purchase is direct with the manufacturer or through KWEV as a reseller; provided, however, that title to the EVSE will only pass from the manufacturer or distributor to Buyer upon full payment by Buyer. All shipping will be arranged by the EVSE manufacturer or distributor, and charges will be set forth in the Sales Order and will be paid by Buyer. KWEV will use commercially reasonable efforts to ensure that EVSE manufacturers deliver EVSE in accordance with this Sales Order. Buyer may not cancel an order or receive a refund of any amounts paid after KWEV and Buyer execute the Sales Order.
b.) Remedies. If Buyer breaches any of its obligations hereunder, KWEV may (a) suspend delivery of EVSE, (b) declare any unpaid balance immediately due and payable, (c) repossess the EVSE or any part thereof, and/or (d) exercise all other rights and remedies at law or in equity. Buyer will reimburse KWEV for all costs and fees incurred to collect amounts owed hereunder, including, without limitation, reasonable attorney’s fees. Buyer hereby irrevocably appoints KWEV as the Buyer’s lawful attorney-in-fact to execute and file all documents necessary or desirable to effectuate the purposes of this Section, including the filing of a UCC-1.
3. PROPRIETARY RIGHTS. Buyer may not, and may not allow others, to copy, disassemble, reverse translate, reverse engineer or in any manner decode, or customize the EVSEs for any reason or modify or create any derivative works based upon the EVSEs.
4. PAYMENT.
a.) Invoices; Security Interest. Payment for EVSE is due as follows: (i) 25% of one-time cost is invoiced upon execution of the Sales Order, and (ii) 75% of one-time cost is invoiced to release shipment from the EVSE manufacturer. Payment on invoices is due (30) days from the date of the invoice. Interest will be charged at the rate of 1.5% per month or the highest lawful rate, whichever is less, on all overdue amounts. Buyer hereby grants KWEV a security interest in the EVSE and any proceeds thereof to secure all of Buyer’s obligations under this Agreement, Upon request by KWEV, Buyer will execute any instrument required to perfect KWEV’s security accordance with the Sales Order. Buyer may not cancel an order or receive a refund of any amounts paid after KWEV and Buyer execute the Sales Order. KWEV has the right to reschedule or cancel any order of Buyer if Buyer’s account is delinquent. If KWEV believes that the financial condition of Buyer at any time does not justify delivery upon the payment of the terms specified, KWEV may require full or partial payment in advance.
b.) Taxes. In addition to the price of the EVSEs on the Sales Order, Buyer will also be responsible for payment of all federal, state and local excise, sales, use and similar taxes, and all import, export or custom duties, tariffs, or like charges relating to the sale, shipment, delivery, or use of the EVSEs to Buyer. Subscriber will also be responsible for payment of all taxes (other than taxes based on KWEV’s income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment to KWEV under this Agreement, whether collected by taxing authorities pursuant to existing Legal Requirements or Legal Requirements enacted in the future. Subscriber will pay all Fees to KWEV free and clear of, and without reduction for, any withholding taxes. When applicable, taxes will be invoiced in accordance with this Section 4(b).
5. TERM; TERMINATION.
a.) Term. The term of this Agreement will commence on the Effective Date and will continue for the period set forth in the Sales Order (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”; and together with the Initial Term, the “Term”) unless either party notifies the other party of its intention not to renew this Agreement at least one hundred eighty (180) days before the end of the then-current Renewal Term.
b.) Termination. Either party may terminate this Agreement by providing written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) calendar days after written notice thereof by the non-breaching party. Upon a termination of this Agreement, all Statements of Work then in effect will automatically terminate as well.
c.) Effects. Upon the expiration or termination of this Agreement for any reason: within thirty (30) days, each party will, at the other party’s option, either destroy or permanently erase all copies of the other party’s Confidential Information under its control; provided, however, that each party may retain one archival copy the other party’s Confidential Information. Upon any termination of this Agreement, Subscriber will still be obligated to pay all Fees and Expenses that have accrued pursuant to this Agreement prior to the effective date of termination within five (5) days after such date of termination. Either party’s termination of this Agreement will be without prejudice to any other right or remedy that it may have at law or in equity, and will not relieve either party of breaches occurring prior to the effective date of such termination. Sections 1, 2(b), 2(e), and 4-11, and any other provisions in any Exhibits to this Agreement that by their nature would reasonably be expected to survive, will survive the expiration or termination of this Agreement.
6. LIMITED WARRANTY.
a.) Warranties. KWEV hereby conveys to Buyer any and all right, title, and interest in and to any warranties provided by the applicable manufacturer(s) of the EVSE to KWEV upon KWEV’s purchase of the EVSE (the “Warranties”). Buyer has determined that EVSE conforming to such Warranties will satisfy its contemplated use of the EVSE. Buyer’s exclusive remedy for breach of the warranty above is that KWEV, at its option, will use commercially reasonable efforts to get the applicable manufacturer of EVSE to (i) repair or replace the non-conforming EVSE or (ii) provide a credit to Buyer for the purchase price of the non-conforming EVSE, in each case provided Buyer returns the EVSE to KWEV upon KWEV’s request. Buyer waives all rights of offset. The applicable manufacturer warranties are limited to the warranty term and scope provided by such manufacturer, which may vary by EVSE model, and which are described in the manufacturer’s warranty documentation. Buyer acknowledges that warranty claims are subject to the applicable manufacturer’s return, repair, and replacement procedures (including any RMA requirements)”. Manufacturer warranties do not apply to EVSE that are improperly installed, modified, relocated, or serviced by parties other than the manufacturer or its authorized service providers. To the extent any EVSE or hardware is branded, co-branded, assembled, or manufactured by or for KWEV, such hardware is warranted only in accordance with the applicable factory or manufacturer warranty terms provided with such hardware. KWEV does not provide any separate or additional warranty with respect to such hardware beyond the applicable factory or manufacturer warranty expressly passed through to Buyer. Any extended warranty, warranty extension, or additional coverage purchased by Buyer is provided solely by the applicable EVSE manufacturer or its authorized warranty provider and is subject to such provider’s terms, conditions, limitations, and procedures. KWEV does not underwrite, insure, or independently provide any extended warranty and assumes no additional obligations with respect thereto.
b.) Warranty Claim Process; Costs. Buyer acknowledges that warranty claims are administered under the applicable manufacturer’s return, repair, and replacement procedures (including any RMA requirements). Unless expressly included in a purchased KWEVPlus (or similar) service, Buyer is responsible for all costs of access, troubleshooting, removal, packaging, shipping, insurance, reinstallation, and on-site labor.
c.) General Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 6(a), KWEV’S SERVICES HEREUNDER ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND KWEV EXPRESSLY DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY ASPECT OF KWEV’S SERVICES, ANY RELATED SERVICES, OR ANY OTHER ASPECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. KWEV DOES NOT WARRANT THAT THE EVSE OR RELATED SERVICE WILL MEET ALL OF SUBSCRIBER’S REQUIREMENTS, THAT ITS ACCESSIBILITY OR OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT THE ELECTRICAL, INTERNET, WIRELESS, OR CELLULAR NETWORKS NECESSARY TO OPERATE THE EVSE WILL BE AVAILABLE, OR THAT THE EVSE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. KWEV IS NOT LIABLE TO SUBSCRIBER FOR ANY LOSS OR CORRUPTION OF SUBSCRIBER CONTENT RELATED TO THE EVSE. For avoidance of doubt, software, network connectivity, monitoring, and support services are governed exclusively by the applicable KWEV Master Services and Subscription Agreement and are not covered under this hardware warranty
d.) KWEVPlus Dependency on Manufacturer Warranty. Buyer acknowledges that KWEVPlus services are available only while the applicable EVSE is covered by an active and valid manufacturer hardware warranty, unless expressly stated otherwise in a Sales Order. KWEVPlus does not extend, replace, or revive any expired manufacturer warranty.
7. LIMITATION OF LIABILITY. NO KWEV REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING EVSE, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACTIY, SUITABILITY FOR USE OR PERFORMANCE OF PRODUCTS, WHETHER MADE BY KWEV EMPLOYEES OR OTHERWISE, WILL BE DEEMED TO BE A WARRANTY BY KWEV FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF KWEV WHATSOEVER UNLESS CONTAINED IN THIS AGREEMENT. KWEV’S AGGREGATE LIABILITY TO BUYER UNDER THE SALES ORDER WILL NOT EXCEED THE AMOUNT PAID BY BUYER TO KWEV UNDER THE SALES ORDER. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN TORT, CONTRACT, INDEMNITY, STATUTORY, OR OTHERWISE) WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, GOODWILL, LOST PROFITS OR LOST DATA, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM SUCH PARTY’S OR THIRD PARTY’S PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY’S BUSINESS.
8. INDEMNIFICATION.
a.) KWEV. KWEV will, at its sole expense, defend, indemnify, save and hold harmless Subscriber and Subscriber’s officers, directors, agents and employees from any and all damages, losses, liabilities, costs or expenses, including reasonable attorneys’ fees (collectively, “Losses”), resulting from third-party claims, demands, suits, or proceedings (collectively, “Claims”) arising out of or relating to (i) KWEV’s breach of its representations, warranties, or covenants set forth in this Agreement, (ii) KWEV’s gross negligence or willful misconduct. Notwithstanding the foregoing, KWEV’s indemnity obligation in this paragraph will not apply to the extent that such obligation arises from (i) any use of the EVSE not in accordance with the terms of this Agreement or any Legal Requirements; (ii) any use of the EVSE in combination with other services, products or data provided by Subscriber or third parties; or (iii) any modification of the EVSE by Subscriber or any third party.
b.) Subscriber. Subscriber will, at its sole expense, defend, indemnify, save and hold harmless KWEV and KWEV’s officers, directors, agents and employees from any and all Losses resulting from Claims arising out or relating to (i) an alleged breach by Subscriber or any Subscriber Affiliate of any representation, warranty or covenant of Subscriber in this Agreement; (ii) any representations or warranties made by Subscriber to a Subscriber Affiliate, or other third party concerning any aspect of the EVSE or Related Services; (iii) acts or omissions of Subscriber, or any Subscriber Affiliate, in connection with Subscriber’s use of the EVSE; and (v) Subscriber’s gross negligence or willful misconduct.
c.) Requirements. Any party seeking indemnification under this Agreement will (i) promptly notify the indemnifying party in writing regarding any facts that may give rise to a claim for indemnification under this Agreement (provided that any delay in notification will not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such delay); (ii) provide the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (at the indemnifying party’s expense, to the extent of any out-of-pocket expenses); and (iii) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party’s approval of any such settlement, which approval will not be unreasonably withheld or delayed.
9. INSURANCE. During the Term, KWEV will maintain, with reputable insurance companies, the following insurance coverages: (a) workers’ compensation insurance as required by Legal Requirements, (b) general liability insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 aggregate. Upon Subscriber’s request, KWEV will provide certificates of insurance evidencing the insurance coverages set forth above.
10. MISCELLANEOUS.
a.) Arbitration. In the event of any dispute, claim or controversy between the parties arising out of or relating to this Agreement, whether in contract, tort, equity or otherwise, and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this agreement, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim or controversy will be resolved by and through an arbitration before one (1) arbitrator in New York, to be administered by Judicial Arbitration and Mediation Services, Inc., or its successor, pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Both the foregoing agreement of the parties to arbitrate any and all such disputes, claims and controversies, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration will be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The costs of the arbitrator, the arbitration proceeding, any proceeding in court to confirm or to vacate any arbitration award, and each party’s reasonable attorneys’ fees and costs will be borne by the unsuccessful party or, at the discretion of the arbitrator(s), may be prorated between or among the parties in such proportion as the arbitrator(s) determine(s) to be equitable and will be awarded as part of the arbitrators’ award.
b.) Export Restrictions. Subscriber understands and acknowledges that KWEV is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, that prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of KWEV to provide access to the EVSE are subject in all respects to such United States laws and regulations as from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations (“EAR”) issued by the Department of Commerce, International Trade Administration, Bureau of Export Administration (“BXA”). Subscriber agrees to comply in all respects with the export and re-export restrictions applicable to the EVSE and will otherwise comply with the EAR or other United States laws and regulations in effect from time to time.
c.) Entire Agreement; Amendments. This Agreement, including any exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter, including, without limitation, any purchase orders or other business forms drafted by Subscriber, whether or not signed by KWEV, which are hereby terminated and of no further force or effect. KWEV may amend this Agreement at any time, and Subscriber’s continued use of the EVSE shall constitute acceptance of such amendment.
d.) Waivers. The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement. No delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operates as a waiver of any right or remedy.
e.) Severability. If the application of any provision of this Agreement to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (i) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby and (ii) such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
f.) Assignment. The rights granted and obligations undertaken in this Agreement are personal to Subscriber and Subscriber agrees not to transfer, assign or sublicense such rights or obligations to any third-party. Any attempted transfer, assignment or sublicense of such rights or obligations by Subscriber will be null and void.
g.) Relationship. The relationship of KWEV and Subscriber established by this Agreement is that of independent contractors, and nothing contained in this Agreement will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the parties or any of its respective agents or employees. Nothing in this Agreement grants to either party the authority to make any promise, warranty, guarantee, or representation that will create any obligation or liability whatsoever, whether express or implied, on behalf of the other.
h.) Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any contrary choice of law rules, and applicable United States federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
i.) Notices. All notices under this Agreement will be in writing and will be delivered to a party at the physical address or e-mail address specified in the Sales Order, Attn: Legal Notice, by: (1) depositing the notice in the mail, using registered mail, return receipt requested; (2) overnight delivery service; (3) e-mail; or (4) hand delivery to an individual authorized to accept such delivery. The notice will be effective; (i) seven (7) calendar days after deposit in the mail; (ii) the next business day after deposit with an overnight delivery service; (iii) upon receipt by e-mail; or (iv) on the date of hand delivery.
j.) Force Majeure. KWEV will not be liable for any failure or delay in performance due, in whole or part, to any cause beyond KWEV’s reasonable control (a “Force Majeure Event”), including, without limitation, acts of God or of the public enemy, strikes, fire, flood, epidemics, quarantine restrictions, freight embargoes, earthquake, unusually severe weather, insurrection or mob violence, laws, regulations, actions of or the failure to act of any governmental authority, shortage of inventory, raw material, power or fuel, or difficulties with equipment or transportation.
k.) Construction. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent. This Agreement will be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement.
l.) Headings. The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.
m.) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same Agreement. All signed fax copies of the Agreement will be deemed as valid as an original.

Product Warranty Terms

The following warranties apply to KWEV, LLC (“KWEV“) level 2 electric vehicle charging products that meet all of the following conditions: (a) the product was purchased by a contractor on behalf of the end-user or by the end-user from an authorized KWEV distributor who purchased the product directly from KWEV and from no other source; (b) if the product has been installed, the entire installation was performed by a licensed electrician or under the supervision of a licensed electrician and the product was in its original, unopened and new condition at the time of installation. By way of example only and not in limitation, products purchased from anyone other than KWEV or its authorized distributors, including from third party resellers on-line through Amazon, or any other service, are not covered by any KWEV warranty. 

KWEV disclaims all representations and warranties with respect to all other products, including without limitation products that have been purchased from any person or entity other than an authorized KWEV distributor, or installed by any person or entity other than a licensed electrician or under the supervision of a licensed electrician, and all products that are used or are otherwise not in their original KWEV packaging at the time of installation.

General Product Warranty. Each KWEV product will be free from defects in materials and workmanship for a period of one (1) year from the date of delivery to the end-user.

Three (3) Year Product Warranty. Each KWEV level 2 charging station including the electronics and components of its properly installed product will be free from defects in materials and workmanship for a period of three (3) years from the date of delivery to the end-user. Exceptions apply as defined in product specification sheets which are incorporated herein by reference. Defects in material or workmanship do not include improper installation or operation, alterations, stray charging cables, power surges or overheating due to external conditions. 

The 3 Year Product Warranty includes the following performance criteria:

• The device will operate within the specifications
• Equipment finish will not exhibit cracking, peeling, excessive fading or corrosion

KWEV will either replace the product, a component or part of the product with the same or similar model that  fails, to meet this Limited Warranty and not provide any other remedies. A KWEV product can be returned to KWEV for replacement; or KWEV can directly ship the replacement product.

Warranty Claims can be made contacting KWEV Customer Service at 1-888-505-5938 Monday – Friday 9:00 am to 5:00 pm eastern time. KWEV may request the product be returned or discarded, depending on criteria determined by KWEV at the time of the claim.

Extended Warranty (5 Year Warranty). The extended product warranty shall only apply to the KWEV products that were purchased with an extended warranty and registered within 30-days of receipt. The warranty period will be five (5) years rather than the standard three (3) year period.

Pedestal Warranty. Each KWEV Pedestal will be free from defects in materials and workmanship for a period of (1) year from the date of delivery to the end-user. Powder Coat paint finish on products other than natural aluminum or brass will not exhibit cracking, peeling, excessive fading or corrosion during the warranty period. Pedestals must be installed by a properly insured and licensed contractor using the supplied anchor bolts or equivalent and mounting templates. Using a pedestal product in any manner other than as disclosed in the Application Specification automatically voids the warranty and may cause failure resulting in injury, death or significant property damage.

Exceptions and Other Limitations. None of the warranties stated herein shall apply and KWEV makes no representations or warranties with respect to:

1. problems caused by acts of god including without limitation lightning strikes;
2. problems caused by any improper action or failure to act by any person or entity other than KWEV, including without limitation problems caused by improper installation by the buyer, an authorized KWEV distributor, or any other person or entity;
3. any housing or parts that are pierced for any reason, including without limitation, piercing caused by installation of additional conduits, accessories or any other purpose. The installation must be sealed properly to maintain water tight operation; any piercing will void the KWEV warranty;
4. using or installing a product in any manner other than as disclosed in the KWEV Owner’s Manual; and
5. To the extent that KWEV’s warranty covers costs for services under the such costs must be approved by KWEV prior to incurring such costs. Failure to secure such approval will result in voiding that portion of the warranty and KWEV reserves the right to reject payment for such costs.

Remedy. KWEV’s obligations for breach of warranty shall be limited to what is stated in the relevant warranties above and provided that buyer gives KWEV written notice and returns the defective product to KWEV in accordance with KWEV’s return material authorization (RMA) policies, and KWEV confirms the defect. Except as otherwise stated herein and approved by KWEV’s in advance of any costs, Buyer is responsible for all costs to de-install defective products and re-install replacement or repaired products and KWEV shall not be liable for labor or other costs related to de-installation or re-installation.

Disclaimer. The foregoing warranties are in lieu of, and KWEV expressly disclaims, all other representations, guarantees and warranties, express or implied in fact or by law, including without limitation all warranties of merchantability or fitness for a particular purpose or otherwise. The foregoing warranties state KWEV’s entire and exclusive liability, and buyer’s sole and exclusive remedy, in connection with the products and all parts, their design, suitability for use, installation and operation.

Limitation of liability. KWEV shall not be liable under any theory of relief, including without limitation breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to any breach of warranty, any KWEV products and the use thereof, or any other acts or omissions of KWEV for: (i) any indirect, incidental, special or consequential damages, whatsoever (including without limitation, loss of anticipated value of a business or its reputation) or (ii) any damage or loss in excess of the price actually paid by buyer to the authorized KWEV distributor for the products that caused the damages. Any action by buyer must be commenced within one year after the cause of action has accrued.

Miscellaneous. These product warranty terms shall be governed by the laws of the State of New York. Buyer consents to the personal jurisdiction and venue of the courts of the State of New York. Any legal or equitable claim of any nature arising hereunder shall be filed and maintained in the state or federal courts in the State of New York and buyer agrees that such courts are a convenient forum for adjudication. In the event that suit is necessary to recover amounts owed KWEV, buyer shall be liable for reasonable attorney’s fees, interest and costs of collection. No agreement or understanding varying the terms and conditions hereof shall be binding upon KWEV or buyer unless in writing and signed by duly authorized representatives of both parties. These product warranty terms shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.