Terms & Conditions

Updated April 3, 2025

INTEGRA ENERGY EV SOLUTION HARDWARE TERMS AND CONDITIONS

These Integra Energy (IntegraLED LLC d/b/a Integra Energy, hereinafter referred to as “Integra”) EV Solution Hardware Terms and Conditions (these “T&Cs”), together with the applicable Purchase Order represent a legally binding agreement between Customer and Integra, effective upon Customer’s execution of the applicable Purchase Order (the date of Customer’s execution thereof, the “Effective Date”). Customer and Integra are occasionally referred to herein as the “Parties” or, individually, as a “Party.”

If a Purchase Order includes an estimate of incentives, grants, credits, rebates, or similar amounts (“Incentives”) that will be deducted from the Purchase Order price to determine the “Net Project Total” price, and the granting of such Incentives is subject to approval by the relevant agency or vendor, then the “Effective Date” shall be the date on which all such approvals have been awarded. The Parties hereto agree to reasonably cooperate with the other Party upon acceptance of the Purchase Order to submit Customer’s application for and receive the Incentive amount determination from the applicable incentive agency. If, after applying the approved Incentives, the Net Project Total differs materially from the amount shown on the Purchase Order, the Parties shall (i) agree in writing to the difference (“NPT Difference”), (ii) negotiate in good faith a new Net Project Total reflecting the Incentives, or (iii) either Party may choose to adjust their obligations under the Purchase Order to address the NPT Difference, If the Parties are unable to reach an agreement to resolve the NPT Difference, the Purchase Order shall terminate and the Parties shall have no further obligations to one another under the Purchase Order except with respect to any design or consulting services included in Covered Installation Services that will be performed by Integra in order to obtain an Incentive, and for which the Parties have agreed that Integra will be compensated regardless of whether the Incentives are awarded.

1. Definitions. Unless otherwise defined in these T&Cs, the following terms have the meanings provided in this Section:

(i)         “Affiliate” of a Person shall mean an entity that directly, or indirectly through one or more intermediate entities, has at least fifty percent (50%) ownership of or is at least fifty percent (50%) owned by, or Controls or is Controlled by, that Person or is under common Control with that Person. For purposes of the foregoing, “Control” of a Person shall mean that an entity or group of Affiliate entities, directly or indirectly, owns or controls at least fifty percent (50%) of the voting stock, partnership interest or other ownership interest of that Person, whether through the ownership of voting securities or by contract or otherwise.

(ii)        “AC Charger” means an EV charger that emits an AC electrical current and that is manufactured by or on behalf of Integra for the North American market and sold by Integra during the Hardware Term.

(iii)       “Applicable Law” means any and all conventions, treaties, statutes, regulations and rules, as well as the judicial or administrative judgments, decisions, decrees, orders, injunctions or directives, demands, tariffs, embargoes, levies or comparable obligations of any Governmental Authority, which are in force or enacted on or after the Effective Date and are, in each case, legally binding as at the relevant time, whether civil, criminal or administrative.

(iv)       “Attributes” means any vehicle, energy, fuel and emission characteristic, offset, credit, benefit, reduction, rebate, financial incentive, tax credit and other beneficial allowance, however titled, that is in effect or may come into effect during the Hardware Term under Applicable Law or otherwise become commercially available under voluntary arrangements (including informal or formal exchanges or markets). Attributes include any quantification of avoided emissions of pollutants or substances to the environment (such as avoided emissions of carbon monoxide, carbon dioxide, methane and other greenhouse gases), alternative vehicle credits, alternative or renewable fuel credits (such as the federal Renewable Identification Number and California Low-Carbon Fuel Standard), alternative or renewable electricity credits, Green-e products credits, manufacturing tax credits, investment tax credits, production tax credits, in each case as such credit is earned by or in connection with, or otherwise attributable to, the design, production, delivery, operation or use of Hardware.

(v)        “Authorized Installer” means an engineering, procurement, construction and maintenance (“EPCM”) contractor designated by Integra under a legally binding contract to perform Installation at a Designated Location on behalf of Integra.

(vi)       “Authorized Repairer” means (i) a licensed professional repairer of EV charging equipment that has been referred to Customer by Integra, but is directly retained by Customer to undertake the repair of Hardware at a Designated Location under Customer’s sole oversight, direction and control and at Customer’s sole expense, or (ii) a representative performing Support Services on behalf of Integra.

(vii)      “Change of Control” includes, with respect to Customer, the prospective:

1. sale, lease or exchange of a substantial portion of Customer’s assets;
2. sale or exchange of a controlling interest in the shares of Customer; or
3. execution of a voting or other agreement of Control; provided, that Customer shall provide Integra with Notice of a prospective Change of Control no fewer than ten (10) days prior to the date that the Change of Control will become effective, and Integra will have thirty (30) days from the date on which the Notice from Customer is given within which to notify Customer of its decision to terminate the Hardware Term, as well as the effective date of such termination, which will be no sooner than ten (10) days after the date on which such Notice of termination is given.

(viii)     “Claim” means a claim, allegation, action, cause of action, proceeding, demand, assertion, adjudication or suit made against or brought by a Person.

(ix)       “Connectivity Point” means the internal system by which the Hardware accesses and relays Data to the TMC.

(x)        “Contractor Permits” means all Permits, other than Customer Permits, required to be obtained or maintained by an Authorized Installer in connection with the Installation of the Hardware at a Designated Location.

(xi)       “Convert” means to create a derivate work (including by copying or mirroring any features, functions, interfaces or “look and feel” of the original), reverse engineer or otherwise access for any improper purpose, including to develop a wholly or partially competitive product or service.

(xii)      “Covered Installation Services” means, and are limited to, the preparation of an Engineered Design and performance of Installation services on a standard basis, as specified in Section 4, at Customer’s commercial or industrial Designated Locations by an Authorized Installer, and do not include: (a) any Site Activities, (b) Installation services performed by an Installer that is not an Authorized Installer, or (c) Installation services performed by any Installer at the residential location of Customer’s Operators. Covered Installation Services ordinarily commence with preparation of the Engineered Design and include subsequent Installation activities as specified in the Purchase Order.

(xiii)     “Cured” means to correct or remedy a breach, provided that any cure shall be completed in no more than thirty (30) days, except a non-payment breach which shall be paid in five (5) business days, or each otherwise shall be deemed uncured.

(xiv)     “Customer” means the Person purchasing Hardware or related services, as specified in the Purchase Order.

(xv)      “Customer Permits” means all Permits, other than Contractor Permits, required to be obtained or maintained in connection with the Installation and subsequent operation of the Hardware at a Designated Location.

(xvi)     “Data” means data, recorded information or content, regardless of form or medium, that is derived from, generated by, captured in or transmitted through the Hardware (including as a result of its operation and EV charging), and any transformation of the foregoing.

(xvii)    “DC Charger” means an EV charger that emits a DC electrical current and that is manufactured by or on behalf of Integra for the North American market and sold by Integra during the Hardware Term.

(xviii)   “Defect” means the direct design, workmanship or manufacturing-related material nonconformity of the Hardware with the applicable Purchase Order, excluding (i) Hardware parts that must be or customarily are replaced periodically, such as fuses, lamps, air filters or consumable materials subject to normal and reasonable wear and tear; (ii) Hardware parts not manufactured by the Supplier; or (iii) aesthetic impairments, such as scratches and dents, corrosion or normal aging, except to the extent such impairments clearly affect to the normal operation of the Hardware.

(xix)     “Defective Hardware” means any Hardware that contains a Defect, excluding any Nonconforming Hardware.

(xx)      “Depot Charger” means an EV charger intended for installation and use at Customer’s commercial locations or that is not a Home Charger, and may include AC Chargers and DC Chargers. Designation as a Depot Charger (as opposed to a Home Charger) will be inferred by the inclusion of Software applicable thereto in the Purchase Order.

(xxi)     “Designated Location” means any address specified by Customer for the shipment of Hardware as further described in Section 5(a)(ii).

(xxii)    “Design Comments” means reasonable comments provided by Customer to Integra reflecting Customer’s review of the proposed Engineered Design.

(xxiii)   “Dispute” means any disagreement over a Purchase Order, an Invoice or these T&Cs, provided that any Invoice Dispute shall require Customer to pay all undisputed amounts and detail, in writing, to Integra the basis for such Dispute in the timeframe provided in these T&Cs.

(xxiv)   “Engineered Design” means the permittable construction plans and engineering model of an integrated EV fleet depot charging system for a specific Designated Location or set of Designated Locations.

(xxv)    “EV” means an electric vehicle that can be charged using the Hardware.

(xxvi)   “Force Majeure Event” means: acts of God or the public enemy; natural catastrophes; acts of terrorism; fires or floods; strikes, lockouts or other industrial or labor disorders; civil commotion; unavailability of or restrictions on transportation; the actions or inactions by any Governmental Authority; pandemic or epidemic; inability to procure materials, labor or energy; industrial disturbances; or any other event, occurrence or circumstance beyond the reasonable control of the impacted Party. The term “Force Majeure Event” shall not include obligations regarding the payment of money.

(xxvii)  “Governmental Authority” means any domestic or foreign government and its divisions, agencies or instrumentalities (whether national, federal, state, provincial, local, tribal or otherwise), court of competent jurisdiction, arbitrator, arbitral tribunal, arbitral body, administrative agency, commission or other regulatory authority or quasi-regulatory authority acting under Applicable Law.

(xxviii) “Hardware” means EV charging stations and related equipment and accessories purchased by Customer from Integra, and may include AC Chargers and DC Chargers, as specified in the Purchase Order. If any specific Hardware specified in a Purchase Order is no longer commercially available or offered by Integra, or is otherwise unavailable for shipment to Customer, at the time of shipment, Integra reserves the right to ship to Customer substitute Hardware of substantially equal or greater kind and quality that is suitable for use in the same or substantially the same applications, without any additional cost or obligation to Customer.

(xxix)   “Hardware Term” means the term of these T&Cs, as provided in Section 3(a).

(xxx)    “Home Charger” means an EV charger intended for installation and use at a Customer’s personal residence.

(xxxi)   “Information” means the nature and details of the business relationship established by the Sales Contract, and the business and other information regarding a Party and its Affiliates.

(xxxii)  “Insolvency” means, with respect to a Party, that such Party: (i) files a petition in bankruptcy, (ii) is adjudicated as bankrupt, (iii) makes a general assignment for the benefit of creditors, (iv) is subject to a receiver’s, a liquidator’s or an administrator’s appointment, or (v) any equivalent procedure to any of those listed in the preceding clauses; provided, that “Party” in this definition also refers to any direct Affiliate with Control over the Party.

(xxxiii) “Installation” means a Hardware installation by an Installer in accordance with Integra’s written installation instructions.

(xxxiv) “Installer” shall be an EPCM contractor and shall include any Authorized Installer, any Licensed Contractor or any other Person who installs the Hardware, even if in non- compliance with these T&Cs and/or written installation instructions provided by Integra.

(xxxv)  “Installer Error” means any action or inaction by an Installer that is contrary to Integra’s written installation instructions, a Integra user manual applicable to the Hardware or Applicable Law and that causes the affected Hardware to malfunction, including an Installer’s failure to properly install, operate, handle or use the Hardware (including under conditions or in a manner for which the applicable Hardware was not designed).

(xxxvi) “Integra” means IntegraLED LLC, a New York limited liability company, with or by its designated Affiliates. For the avoidance of doubt, any reference in these T&Cs to Integra may mean the Integra-designated Affiliate or Representative engaged to provide the Hardware or related services.

(xxxvii) “Integra’s Business” means Integra’s and its Affiliates’ commercial purposes, including research, development and provision of existing or new products and services (including Software and EVs), enhancement and optimization of products and services (including Software and EVs), accident research or investigations, warranty and contract compliance, maintenance or diagnostics and conducting research or analyses of Data.

(xxxviii)           “Intellectual Property” means all intellectual property and other similar proprietary rights in any jurisdiction worldwide, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks (including common law and registered trademarks), trade dress, service marks, certification marks, logos, slogans, trade names, brand names, corporate names, assumed names, business names and all other indicia of origin, including all registrations and applications of the foregoing and the goodwill associated with any of the foregoing (collectively, “Product Marks”); (ii) works of authorship and all other copyrightable works, including all copyrights, database rights, domain names and all registrations, applications and extensions of the foregoing; (iii) trade secrets, invention disclosures, techniques, business and technical information, know-how and information; and (iv) inventions, ideas, discoveries, designs, drawings, developments, whether or not any of the foregoing are patentable, and any issued patents and pending patent applications, including any divisionals, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights.

(xxxix) “Interconnection” means the connection of the Hardware to an electric or telecommunications utility during Installation.

(xl) “Invoice” means a request for payment.

(xli) “Licensed Contractor” means an EPCM contractor designated by Customer under a legally binding contract to perform Standard Site Activities or Installation services under Customer’s sole oversight, direction and control and at Customer’s sole expense.

(xlii) “Loss” means, in relation to any Person, a damage, loss, cost, expense or liability incurred by the Person (including reasonable attorneys’ fees), however arising and whether present or future, fixed or unascertained, actual or contingent.

(xliii) “Support Services” means the support services Integra provides to Customer in accordance with the Purchase Order and Integra Energy EV Support Services Terms and Conditions.

(xliv) “Nonconforming Hardware” means Hardware actually supplied with a Defect upon delivery to Customer.

(xlv) “Notice” means any notice, claim, certificate, request, demand or other communication required or permitted under the Sales Contract. Where no timeframe or specification for Notice is made, Notice is to be thirty (30) days prior written, detailed Notice. Except where Notice by email is expressly permitted by these T&Cs, Notice will be deemed given when sent by (i) registered mail, return receipt requested, or (ii) a nationally recognized overnight delivery service (such as Federal Express), to the address listed in the Purchase Order for the recipient Party, with a copy sent to each of the General Counsel and Corporate Secretary of the recipient Party at the same address (or such other address or designee as provided in the Purchase Order or by Notice to the other Party).

(xlvi) “Operators” means all end users of the Hardware, including Customer’s Representatives who are authorized by Customer to use the Hardware.

(xlvii) “Permit” means any waiver, franchise, variance, permit, authorization, certificate, permission, concession, license, order, communication, decision or other authorizing or approving act, including any amendment to an existing Permit, of or from any Governmental Authority having jurisdiction over a Designated Location.

(xlviii) “Person” means an individual, corporation, partnership, firm, limited liability company, joint venture, trust, unincorporated organization, Governmental Authority, association, or any other legal entity.

(xlix) “PII” means any Data or Information that when used separately or in combination with other information could identify an individual, is reasonably linked to an individual or is related to or about an identified or identifiable natural person who can be identified, located or contacted, directly or indirectly from the Data or Information that is provided to or obtained by Parties pursuant to these T&Cs.

(l) “Platform Account” means an account on the online portal accessed through Integra’s website through which Customer links eligible Hardware in order to access the Software.

(li) “Process” means to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.

(lii) “Product Network” means the open-platform network of Connectivity Points, including the TMC, that is operated and maintained by or on behalf of Integra, and includes a web- hosted platform, dashboard and Connectivity Point control and certain reporting, analytics and ancillary energy services that Customer may access through its Platform Account.

(liii) “Project Lead” means the individual specified in the Purchase Order to serve as the principal point of day-to-day contact for routine communications between the Parties.

(liv) “Purchase Order” means the Integra Purchase Order executed by Customer and accepted by Integra for the sale of Hardware or related services, including, as applicable, Covered Installation Services and Support Services.

(lv) “Representative” means a Person authorized by any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement or under Applicable Law to act for or on behalf of another Person, including such Person’s Affiliates, directors, officers, employees, agents, subcontractors, outsourcers and suppliers.

(lvi) “Sales Contract” means, collectively, (i) the Purchase Order, (ii) these T&Cs, (iii) any additional terms or conditions included in the Purchase Order as a condition of Customer’s execution thereof, including, to the extent the Purchase Order includes Customer’s purchase of Software, the Integra Energy EV Solutions Software as a Service Terms and Conditions (the “Software T&Cs”) and/or includes Customer’s purchase of Support Services, the Integra Energy EV Support Services Terms and Conditions (the “Support Services T&Cs”), and (iv) the Privacy Policy.

(lvii) “Site Activities” means the Standard Site Activities or Additional Site Activities, as applicable.

(lviii) “Software” means the programs, procedures, routines, instructions and code used by or in connection with the operation of computers, as well as the related technical information, documentation and databases (including digital or cloud databases), currently available and solely related to Integra’s EV charging stations. References to Software will include all Data produced or derived from such Software and the means of producing or deriving the same.

(lix) “Software Term” means the term of the Software T&Cs, as provided therein. (lx) “Supplier” means the direct supplier of Hardware to Integra.

(lxi) “Taxes” means any governmental, state, local government or municipal tax, imposition, exaction, duty, charge or its equivalent under Applicable Law, including sales taxes, use taxes, goods and services taxes, value-added and excise taxes, income taxes, franchise taxes, gross receipts taxes, property taxes, and withholdings or liabilities wherever chargeable and whether in the United States or any other jurisdiction.

(lxii) “TMC” means the transportation mobility cloud or comparable system that supports Customer’s access to its Platform Account, Software via subscription or other services made available to Customer by Integra via a Purchase Order. The TMC holds certain Data and Information, including Data aggregated, anonymized, Processed or otherwise analyzed by Integra from customers.

1. SALE OF HARDWARE. Throughout the Hardware Term, Integra will sell to Customer, and Customer will purchase from Integra, (a) the Hardware as specified in any Purchase Order and

(b) Covered Installation Services, if any, for those Designated Locations specified in any Purchase Order. Integra may designate one or more Affiliates or Representatives to provide any of the Hardware or related services, including Covered Installation Services, specified as being provided by Integra under these T&Cs. Project Leads will be the principal points of day-to-day contact for routine communications between the Parties with respect to all sales of Hardware and the Covered Installation Services.

2. PRICE; INVOICING; PAYMENT.

(a)        Price; Invoicing; Payments. Any quote that Integra issues to Customer with respect to Hardware or Covered Installation Services shall be valid for a period of thirty (30) days after the date of issuance of such quote. In connection with the sale of Hardware, the Purchase Order will specify Hardware prices (each, a “Hardware Price”) and include initial estimated transportation costs, which will be subject to final determination by Integra upon Customer’s designation of the applicable Designated Location (such finally determined amounts, together with the Hardware Price, the “Total Hardware Price”). Applicable Taxes will not be calculated until the time of invoicing. Integra will provide an Invoice for outstanding amounts owed, including any adjustment amount between the estimated price specified on a Purchase Order and the Total Hardware Price and any applicable Taxes. In connection with any Covered Installation Services, the applicable Purchase Order will specify the estimated cost of Covered Installation Services, including preparation of the Engineered Design, at the applicable Designated Location, which estimated cost is subject to adjustment by Integra as specified in these T&Cs (such finally determined amounts, the “Total Installation Price”). The Total Installation Price excludes all costs associated with applying for, obtaining or maintaining Contractor Permits or Customer Permits. Contemporaneously with issuance of the final Engineered Design as specified in Section 4(b), Integra will notify Customer of the Total Installation Price by providing an Invoice with respect thereto that reflects any adjustment between the applicable Purchase Order and the Total Installation Price. If not pre-paid, Invoices shall be due and payable by Customer in U.S. dollars within thirty (30) days after the date of the Invoice.

(b)        Taxes. The Total Hardware Price and Total Installation Price do not include any Taxes that may apply to the sale of Hardware or any related services, including Covered Installation Services and Support Services. If taxes are shown on a Purchase Order they represent Integra’s good faith estimates of applicable taxes. Customer shall be responsible for all such Taxes (excluding, for the avoidance of doubt, income Taxes imposed on Integra’s net income), and Customer agrees to pay or reimburse, via payment to Integra, any such Taxes that Integra or its Suppliers are required to pay or collect. If Customer is exempt from the payment of any applicable sales Tax or holds a direct payment permit, Customer shall, upon order placement, provide Integra a copy, reasonably acceptable to Integra, of any such exemption certificate or permit, and Integra must approve such permit prior to shipment of the applicable Hardware. If Customer is required by Applicable Law to withhold or deduct any amount from the amount payable to Integra under any Invoice, the sum payable by Customer shall be increased to the extent necessary to ensure that Integra receives a sum equal to the amount that Integra would have received had no such withholding or deduction been made. The Parties agree to reasonably cooperate to ensure that no more Taxes or similar charges are payable other than as required by Applicable Law, and to obtain a refund or credit of any Taxes that have been overpaid.

(c)        Customer Onboarding Process. To the extent Customer’s established internal procedures require Customer to use its own purchase order to process payments, Customer will use its best efforts to ensure that Integra is correctly identified and provided for in Customer’s accounts payable system, and Integra will use commercially reasonable efforts to accommodate such process. Customer shall, at the time of completing any such onboarding process, provide Integra an accounts payable contact name, email address and phone number to provide direct assistance to Integra in completing such process and supporting Integra’s ongoing use of Customer’s accounts payable system. Customer agrees to remit payment to Integra as specified in these T&Cs or as Integra may, in its sole discretion, accommodate with respect to such onboarding process. The terms of any such Customer-provided purchase order shall not be binding upon Integra and shall not, and shall not be deemed to, amend, supersede or otherwise modify the Sales Contract in any way. For the avoidance of doubt, any such purchase order submitted by Customer shall be subject in all respects to the provisions of these T&Cs, including Section 8(n).

(d)        Disputed & Late Payments. To the extent Customer disputes any Invoice, Customer shall provide Notice to Integra no later than fifteen (15) days after the date of such Invoice, specifying in detail all disputed Invoice amounts. The Parties will seek to resolve any such Dispute expeditiously and in good faith, with each Party continuing to perform its obligations under the Sales Contract, notwithstanding such Dispute. Disputed Invoices are not subject to reduction or set-off by Customer without Integra’s prior written approval. Finance charges of the greater of one percent (1%) per month and the maximum rate permitted by Applicable Law, calculated daily and compounded monthly, shall accrue on any late payments, whether or not such amounts were withheld subject to a Dispute, and Customer will reimburse Integra for all costs incurred in collecting any late payments, including reasonable attorneys’ fees. Except as specified in Section 3(d) and Section 5(a), all payment obligations are noncancellable and non-refundable. Integra reserves the right to deactivate any Hardware if any Invoice amounts are past due, and Customer shall be responsible for any reactivation costs or other related fees imposed or incurred by Integra in connection therewith. Integra will provide an Invoice for any such amounts, which Customer will pay as specified in Section 2(a).

3. HARDWARE TERM, TERMINATION,  CANCELLATION & DISCONTINUATION; REFUND.

(a) Hardware Term. Unless terminated as provided in these T&Cs, the Hardware Term commences upon the Effective Date and continues until the earlier of the following: (a) termination of the Hardware Term as specified in Section 3(c), (b) discontinuation by Integra of all programs to which the Hardware relates, as specified in Section 3(d), or (c) completion of the Installation of the last of the Hardware specified in the applicable Purchase Order. These T&Cs shall survive as set forth in Section 8(m).

(b)        Term of the Sales Contract. The term of the Sales Contract will begin on the Effective Date and will continue until both the Hardware Term and the Software Term, as applicable, have expired or been terminated in accordance with these T&Cs or the Software T&Cs, respectively; provided, that the termination or expiration of either the Hardware Term or the Software Term, individually, shall not terminate the Sales Contract, but only, with respect to termination or expiration of the Hardware Term, the Parties’ respective rights, duties and obligations provided under these T&Cs, and with respect to termination or expiration of the Software Term, the Parties’ respective rights, duties and obligations provided under the Software T&Cs, as applicable. Upon the termination or expiration of both the Hardware Term and the Software Term, as applicable, the Sales Contract shall immediately terminate with no further action required on the part of either Party. For the avoidance of doubt, the Sales Contract shall be of no force or effect, nor shall any agreement be deemed to exist between the Parties with respect to the subject matter of any Purchase Order, if neither the Hardware Term nor the Software Term remains in effect.

(c)        Termination; Effects. Each Party may terminate the Hardware Term, in each case upon the specified Notice, in the event of a Change of Control of Customer or the other Party’s:

(i) material breach of its obligations under these T&Cs, unless Cured; (ii) Insolvency; or (iii) as otherwise provided in these T&Cs, including as specified in Section 3(d). A terminating Party shall give thirty (30) days advance Notice of termination, except in the case of a Change of Control of Customer, where Integra may terminate as set forth in Section 8(k), or Insolvency, where a Party may terminate immediately upon Notice. If, in either Party’s reasonable discretion, a material breach cannot be Cured, the non-breaching Party may immediately, upon Notice, terminate the Hardware Term. Upon expiration or termination of the Hardware Term for any reason permitted pursuant to this Section 3(c), all rights and obligations of the Parties under these T&Cs, other than those that are specified in Section 8(m) as surviving termination or expiration, will cease. Termination of the Hardware Term by either Party or expiration of the Hardware Term will not limit a Party from pursuing any other remedies specified in these T&Cs as being available to such Party, nor will termination or expiration of the Hardware Term by Customer release Customer from its obligation to pay all Invoices (whenever issued) for any Hardware already shipped to Customer, except as specified in Section 3(d). In the absence of a material breach of its obligations under these T&Cs, Customer’s total liability to Integra for any termination of the Hardware Term shall be to pay Integra for any Hardware and related services provided for which Integra has not been previously compensated (or, in the case of a cancelled Purchase Order, all applicable restocking and cancellation fees) plus, to the extent such termination occurs after an Authorized Installer has been engaged to provide Covered Installation Services to Customer, all costs and expenses in excess thereof incurred by Integra as a result of such termination. Integra will provide an Invoice for any such amounts, which Customer will pay as specified in Section 2(a).

(d)        Cancellation of Purchase Order. Customer may cancel a Purchase Order in whole or in part for Hardware that has not yet been dispatched for shipment to Customer; provided, that any such cancellation shall be subject to Customer’s payment of all applicable restocking and cancellation fees for Hardware affected thereby. Restocking and cancellation fees will vary based on the Hardware included in the cancelled Purchase Order. Integra will provide an Invoice for any such amounts, which Customer will pay as specified in Section 2(a). To discuss cancellation of a Purchase Order, including the applicable restocking and cancellation fees, please contact the Integra Project Lead.

(e)        Discontinuation and Limited Right of Return. Integra may discontinue Hardware and any related services, including Covered Installation Services, from time to time upon reasonable advance Notice to Customer. To the extent such discontinuation affects Covered Installation Services detailed in the Purchase Order, Integra shall provide thirty (30) days’ advance Notice to Customer specifying the extent and effective date of the discontinuation. Upon such discontinuation, and except as specified in these T&Cs, Integra will stop performing its obligations under the Sales Contract solely with respect to such discontinued Hardware or related service, and Customer’s purchase of any discontinued Hardware or related services at any time previously shall not entitle Customer to purchase the same Hardware or related service after its discontinuation. To the extent any Hardware becomes obsolete due to such discontinuation, Customer may return to Integra such obsolete Hardware, and Integra will reimburse Customer the Hardware Price for such returned Hardware, less all diminution in value thereof attributable to Customer’s usage (including normal wear and tear). Except as specified in this Section 3(e), in no event shall any discontinuation relieve Customer of any unpaid Invoice amounts due and owed by Customer.

4. COVERED INSTALLATION SERVICES.

(a)        Provision of Covered Installation Services. Throughout the Hardware Term, Integra will provide, and Customer will purchase, the Covered Installation Services for those Designated Locations, if any, specified in the Purchase Order. For any Hardware for which Covered Installation Services will be provided under the Sales Contract (as specified in the Purchase Order), the Parties shall first cooperate to establish a plan and schedule for the Covered Installation Services, including the schedule for Integra’s (or its Representative’s) preparation of the Engineered Design, as specified in Section 4(b), and Customer’s performance of the Additional Site Activities, as specified in Section 5(a)(i).

(b)        Engineered Design. With respect to any Hardware for which Covered Installation Services will be provided under the Sales Contract (as specified in the Purchase Order), after preparation of such plan, an Authorized Installer will prepare, and Integra will deliver or cause to be delivered to Customer, a proposed Engineered Design for the applicable Designated Location. If Customer provides timely Design Comments, Integra promptly (and in no event later than fifteen

(15) days after receipt of such Design Comments) shall issue to Customer a proposed final Engineered Design reasonably responsive to Customer’s Design Comments. Customer promptly (and in no event later than five (5) days after receipt of the proposed final Engineered Design) shall approve or disapprove the proposed final Engineered Design. If Customer timely disapproves the proposed final Engineered Design, then Integra and Customer shall reasonably cooperate in good faith to remedy Customer’s concerns. If Integra and Customer cannot mutually agree on a final Engineered Design within ten (10) days, the Hardware Term shall terminate automatically with respect to that Designated Location at the end of such ten (10)-day period, except that any then- unpaid fees with respect to the Engineered Design shall be immediately due and payable in full by Customer to Integra. If Customer fails to disapprove the proposed final Engineered Design within the five (5)-day period, the proposed final Engineered Design shall be the final Engineered Design. With issuance of the final Engineered Design, Integra may amend an applicable Purchase Order to reflect the Total Installation Price and the Installation schedule, subject further to Customer’s timely and proper completion of all Additional Site Activities. Customer shall be solely responsible for ensuring that the Additional Site Activities are performed in compliance with the Engineered Design.

(c)        Installation. With respect to any Hardware for which Covered Installation Services will be provided under the Sales Contract (as specified in the Purchase Order), after the applicable Engineered Design has been finalized, Integra’s Authorized Installer will perform Installation of the Hardware in accordance with such Engineered Design for the applicable Designated Location, subject to Integra’s delivery of the Hardware and Customer’s timely and proper prior performance of all Additional Site Activities. Integra may amend the Invoice reflecting the Total Installation Price if the Installation phase is materially delayed or more complicated, or otherwise materially more costly, as a result of Customer’s failure to timely and properly complete the Additional Site Activities, and such Invoice shall be immediately due and payable by Customer as specified in Section 2(a). Integra shall provide Notice to Customer when Installation has been completed, and, upon receipt of such Notice, Covered Installation Services shall cease with respect to the respective Designated Location.

5. PARTY OBLIGATIONS.

(a)        Customer Obligations.

(i)         Site Activities in Advance of Delivery. Customer will complete, or cause to be completed in compliance with Applicable Law, (A) with respect to Hardware for which a Licensed Contractor will perform Installation, the site preparation activities necessary for Installation of such Hardware at the applicable Designated Location (collectively, the “Standard Site Activities”), or (B) with respect to Hardware for which Covered Installation Services will be performed, the site preparation activities necessary or appropriate in Integra’s reasonable discretion, prior to or in furtherance of Integra’s performance of such Covered Installation Services at the Designated Location (collectively, the “Additional Site Activities”), which activities specified in clauses (A) and (B) shall, in each case, include Customer’s timely obtaining of all Customer Permits and facilitating all Interconnections. Upon Integra’s request, Customer will provide Notice to Integra of its completion of the Site Activities, expressly affirming to Integra that Customer has obtained, and throughout the Hardware Term will maintain, all Permits required for the Installation and operation of the Hardware at the applicable Designated Location, including for Integra’s performance of Support Services on the Hardware at such Designated Location as specified in these T&Cs and the Support Services T&Cs.

(ii)        Delivery. All Purchase Orders for Hardware must include a default “ship to” address of Customer (the “Default Shipping Address”). If no Default Shipping Address is provided, the Default Shipping Address shall be the address at which Customer receives Notice. Unless otherwise agreed by the Parties, Customer will schedule a delivery date and designate the Designated Location for all Hardware with Integra (via Project Leads) within thirty (30) days after the Effective Date. Customer may schedule more than one delivery date and designate more than one Designated Location for Hardware subject to a single Purchase Order. Unless otherwise agreed to by the Parties, or specified in the Purchase Order or applicable Engineered Design documents, Customer may not schedule a delivery date for a date that is more than three (3) months after the Effective Date, and if Customer fails to take delivery of any Hardware within three (3) months after the date of the Effective Date, then Integra may, in its sole discretion, at any time after the expiration of such three (3)-month period, cancel such Purchase Order.

(iii)       Customer’s Representations, Warranties & Covenants. As of the Effective Date and throughout the Hardware Term, Customer represents, warrants and covenants that Customer (A) possesses necessary rights to the Designated Locations to support Integra’s (and its Authorized Installers’, as applicable) provision of the Covered Installation Services; (B) will complete, or cause to be completed, the Site Activities, in each case, in compliance with Applicable Law, and, as applicable, the Engineered Design; and (C) will timely provide to Integra at all Designated Locations reasonable staging and access rights to, and such other Information reasonably requested by, Integra in connection with its delivery of any Hardware and performance of any related services, including Covered Installation Services and Support Services, under these T&Cs and the Support Services T&Cs, including ensuring that access to the Hardware is unimpeded, and free of obstacles, debris and rubbish. If Customer does not purchase Covered Installation Services, Customer will be solely responsible for selecting and engaging a Licensed Contractor to perform Installation of the Hardware. As a courtesy to Customer, Integra may from time to time provide names of EPCM contractors to Customer to assist in Customer’s selection and engagement of a Licensed Contractor. Integra makes no representations or warranties with respect to any such EPCM contractor, including the qualifications of, the work to be performed by, or any aspect of Customer’s relationship with any such EPCM contractor, and Customer assumes all risk in its selection and engagement of any such EPCM contractor.

(iv)       Acceptance of Hardware; Inspection Remedies. Hardware shall be deemed to have been accepted by Customer upon delivery of such Hardware to the applicable carrier for shipment. If any Hardware is delivered damaged, including any damage to packaging or shipping containers or other patent or observable damage at the time of delivery (such damaged Hardware, a “Damaged Delivery”) or a delivery arrives with missing Hardware (such missing Hardware, a “Missing Delivery”), or it is Nonconforming Hardware, it shall only be covered by the original equipment manufacturer of the Hardware (“OEM”) pursuant to the Hardware Warranty set forth in Section 6(a), except, if applicable, such Hardware is covered under the Support Services and such Support Services T&Cs cover the services for damage to Hardware or Nonconforming Hardware. The Customer acknowledges and agrees that the remedies specified in this Section 5(a)(iv) are Customer’s exclusive remedies for a Damaged Delivery or Nonconforming Hardware, or for any Missing Delivery.

(v)        Return Requests. Except as specified in Section 3(e), Section 5(a)(iv) and this Section 5(a)(v), all sales of Hardware to Customer are made on a one-way basis, and Customer has no right to return Hardware to Integra for any reason. Customer may request to return any Hardware within thirty (30) days after shipment, which request may be approved, denied or otherwise conditioned by Integra in its sole discretion. If Integra approves any such return request, the Hardware must be received by Integra at the address provided at the time of such approval in unopened and undamaged original packaging, in resalable condition, within thirty (30) days after such approval. Hardware returns pursuant to this Section 5(a)(v) are subject to a restocking fee, which Integra shall be entitled to deduct from the amount credited to Customer’s account as a result of the return. Customer is solely responsible for return shipping and will not be entitled to freight credit on the original shipment. To request a return of Hardware, including the applicable restocking fee, please contact the Integra Project Lead.

(vi)       Hardware Use; Compliance with Applicable Law. Except as expressly authorized under these T&Cs or required by Applicable Law, Customer will not (and waives any right to) and will take reasonable commercial measures to ensure its Operators do not: (A) interfere with, disrupt, or attempt to gain unauthorized access to, the Hardware; (B) reverse engineer, decompile, disassemble or otherwise attempt to derive or extract the source code or other Intellectual Property of or embedded within the Hardware; (C) Convert the Hardware or related Intellectual Property; (D) copy, frame or mirror any part or all of the Hardware; (E) develop, advance or create derivative works from the Hardware, including derivative works that employ any of Integra’s Product Marks; (F) remove, conceal or cover any of the Product Marks on or within the Hardware; (G) access the Hardware or Covered Installation Services (or, as applicable, the Intellectual Property related thereto) for any competitive purpose to Integra’s Business or for any improper purpose whatsoever, including in order to build a competitive product or service or copy any features, functions, interface, graphics or “look and feel” of the Hardware; (H) use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the Hardware for any unauthorized purpose; (I) use the Hardware or facilitate use of the Hardware by a Person barred from doing so under Applicable Law; or (J) interfere with Integra’s performance of Support Services. Customer acknowledges that certain Hardware (together with any Software, technology, documents, and other material that may be embedded therein or provided therewith) may be subject to export controls under Applicable Law, including those of the Export Administration Regulations of the United States Department of Commerce (the “EAR”), which may restrict the export of Hardware from the United States and the re-export of Hardware from other countries. Customer shall comply with all Applicable Law relating to the export, re-export, transshipment, and diversion of any Hardware, and without limiting the foregoing, shall not, without first obtaining permission to do so from the appropriate government agencies and from Integra, (Y) export, re-export, transship, or divert any Hardware into any of those countries listed from time to time in the EAR as countries subject to embargo or to any persons who are specially designated nationals of such countries, or (Z) export, re-export, transship, divert, transfer, distribute or sell any Hardware to a person or entity if Customer knows or should know that such person or entity intends to export, re-export, transship, divert, transfer, distribute or sell the Hardware to any such embargoed country or a national thereof or intends to use or allow others to use the Hardware for any prohibited activity. Customer shall cooperate fully with Integra in any official or unofficial audit or inspection relating to the export control laws or regulations of the United States government. Customer further acknowledges and agrees that other countries from which Integra may ship Hardware to Customer may have export controls similar or dissimilar to those described in this Section 5(a)(vi), and that Customer is likewise required to comply with such other export controls.

(b)        Integra’s Obligations.

(i)         Delivery. Subject to Section 5(a)(ii), Integra will deliver, or cause to be delivered, the Hardware to the applicable Designated Location (or the Default Shipping Address) using Integra’s standard methods for packaging and shipping such Hardware. If Integra is unable to deliver the Hardware because of Customer’s failure to complete the Site Activities, or if Customer or Customer’s Representative fails to receive the Hardware upon delivery, Integra may

(A) terminate the Purchase Order with respect to such Hardware or (B) store the Hardware until Customer or Customer’s Representative retrieves the Hardware, subject to any additional logistical costs and expenses incurred by Integra in connection with the failed delivery.

(ii)        Provision of Support Services. Integra shall provide the Support Services to such Hardware if included in the Purchase Order and subject to the Support Services T&Cs. If an Installer Error occurs and is caused by an Installer, other than an Authorized Installer, Integra may, in its reasonable discretion, void its obligation to provide Support Services under the Sales Contract.

6. DISCLAIMER OF WARRANTIES; INDEMNITIES; LIMITATIONS.

(a)        Integra’s Limited Hardware Warranty. The Hardware is covered only by OEM’s warranty, if any (the “Hardware Warranty”). This limited Hardware Warranty applies only to the original Customer of the Hardware and is not transferable. FOR THE AVOIDANCE OF DOUBT, INTEGRA’S MAXIMUM LIABILITY IN CONNECTION WITH THE FAILURE OF THE HARDWARE TO COMPLY WITH THE HARDWARE WARRANTY SHALL BE THE PURCHASE PRICE OF THE HARDWARE AT THE TIME OF PURCHASE BY THE CUSTOMER. To make a warranty claim or related inquiry, please contact Integra via electronic mail to the current email address set forth in your Integra account or the OEM directly.

(b)        Limited Installation Warranty. Notwithstanding anything to the contrary herein, with respect to the Installation, Integra hereby provides this limited warranty (“Installation Warranty”), which is Integra’s sole warranty to Customer (and is not available to Operators) with respect to Installer Errors caused by an Authorized Installer, provided that: (i) Customer notifies Integra of such Installer Error no later than thirty (30) days after the Authorized Installer’s completion of the Installation, and (ii) Integra determines, in its reasonable discretion, that the Installer Error was caused wholly or substantially by the Authorized Installer. In connection with the failure of the Installation to comply with the Installation Warranty, in full satisfaction of the Installation Warranty, and subject to the limitations specified in Section 6(c), Integra will, in its sole discretion, either correct, or cause to be corrected, the Installer Error causing such failure or compensate Customer for reasonable costs of undertaking such necessary correction. Integra provides no warranty, limited or otherwise, with respect to any Installer that is not an Authorized Installer.

(c)        Disclaimer of Warranties. THE HARDWARE AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR CUSTOMER’S USE WITHOUT WARRANTIES OF ANY KIND, AND ALL CONDITIONS, WARRANTIES OR OTHER TERMS NOT EXPRESSLY SET OUT IN THESE T&CS (WHETHER IMPLIED BY LAW, STATUTE, COURSE OF DEALING, CUSTOM OR OTHERWISE) ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING ANY CONDITION, WARRANTY OR OTHER TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND CUSTOMER AGREES THAT IT HAS NOT RELIED UPON ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, IN PURCHASING ANY OF THE HARDWARE AND RELATED SERVICES. FURTHER THE HARDWARE IS WITHOUT WARRANTIES OF ANY KIND, AND ALL CONDITIONS, WARRANTIES OR OTHER TERMS AS TO THE ACCURACY, SUFFICIENCY OR SUITABILITY OF ANY TECHNICAL OR OTHER INFORMATION PROVIDED IN MANUALS OR OTHER DOCUMENTATION. TO THE EXTENT ANY IMPLIED WARRANTIES ARE REQUIRED UNDER APPLICABLE LAW TO APPLY TO ANY PORTION OF THE HARDWARE AND RELATED SERVICES NOTWITHSTANDING THIS SECTION 6, ANY SUCH IMPLIED WARRANTIES SHALL, TO THE EXTENT PERMITTED BY SUCH APPLICABLE LAW, BE LIMITED IN DURATION TO THE SHORTER OF THE MINIMUM PERIOD REQUIRED BY SUCH APPLICABLE LAW. THE APPLICABLE REMEDIES SPECIFIED IN SECTION 6 WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND WILL CONSTITUTE INTEGRA’S ENTIRE LIABILITY, WITH RESPECT TO THE HARDWARE AND RELATED SERVICES, INCLUDING FOR ANY DEFECTIVE HARDWARE.

(d)        Indemnification; Limitations.

(i)         Indemnification. Subject to the limitations specified in Section 6, and only to the extent not subject to a Installation Warranty or Hardware Warranty, each Party (as applicable, the “Indemnifying Party”) will defend, indemnify and hold harmless the other Party and its Representatives (collectively, the “Indemnified Party”) from and against any and all any threatened, pending, or completed action, suit, proceeding, or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative, or other, and whether made pursuant to federal, state, or other law (collectively, “Claims” and each a “Claim”) and/or losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses” and each a “Loss”); provided, however, that “Losses” shall not include punitive damages, except to the extent actually awarded to a Governmental Authority or other third party, to the extent arising from or relating to the Indemnifying Party’s: (A) material breach of these T&Cs; (B) gross negligence, recklessness, or willful misconduct in connection with performance under these T&Cs; or (C) infringement of Integra’s Intellectual Property rights arising from the grant of any Intellectual Property licensed to the Indemnifying Party.

(ii)        Indemnification Procedures. Upon learning of any actual or threatened Loss or Claim subject to indemnification pursuant to Section 6(d)(i), the Indemnified Party promptly shall provide Notice thereof to the Indemnifying Party (an “Indemnification Notice”). The Indemnifying Party, at its own expense, shall defend the Claim with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party, at its own expense, may participate in such defense using counsel of its choice. If the Indemnifying Party fails or refuses, within thirty (30) days of receiving the Indemnification Notice, to commence or to adequately continue the defense of the Claim, the Indemnified Party may provide Notice to the Indemnifying Party of its assumption of the defense and right to unilaterally settle any Claim. Except to the extent an Indemnified Party has taken over the defense of a Claim, no settlement of any Claim may be made by either Party without the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

(iii)       Integra Indemnification Limitations. Integra’s aggregate indemnification obligations (as specified in Section 6(d)(i)) and Integra’s maximum liability to the Customer for any and all other Losses or Claims arising from or in connection with or relating to the Sales Contract (including these T&Cs) or any Hardware or any related services, including Covered Installation Services, shall not exceed lesser of the following: (i) the purchase price of the Hardware at the time of Customer’s purchase or (ii) replacement expenses of the Hardware to be incurred by Integra. Any Loss or Claim arising from or in connection with or relating to the Sales Contract (including these T&Cs), any Hardware or any related services, including Covered Installation Services, shall be subject solely to the provisions of this Section 6. The limitations specified in these T&Cs may not be compounded with, and will not be deemed to be expanded by, the limitations that may be set forth in any other portion of the Sales Contract, including under the Software T&Cs and Support Services T&Cs, if applicable, or any other agreement entered into by the Parties, including any agreement relating to Integra’s provision and licensing of any Data to Customer or Customer’s access to its Platform Account (each, as applicable, a “EV-Related Agreement”). Customer shall not be permitted to recover for any single Loss or Claim under, and no Loss or Claim will be deemed to arise under, more than one of (a) these T&Cs, (b) the Software T&Cs, (c) the Support Services T&Cs, or (d) any EV-Related Agreement. Without limiting the foregoing, Integra’s aggregate indemnification obligations and maximum liability to the Customer for any and all other Losses or Claims arising from or in connection with or relating to the Sales Contract, any other sales contract between Customer and Integra in the twelve (12) months preceding such Loss or Claim or otherwise relating to Integra’s provision of services or EV services in the twelve (12) months preceding such Loss or Claim, regardless of the subject matter to which such Loss or Claim relates or whether arising under these T&Cs, the Software T&Cs or any EV-Related Agreement, shall not exceed, in the aggregate for all Losses and Claims, the lesser of the following: (i) the purchase price of the Hardware at the time of Customer’s purchase or (ii) replacement expenses of the Hardware to be incurred by Integra.

(iv)       Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, INTEGRA’S LIABILITY FOR CUSTOMER’S DAMAGES WILL, IN THE AGGREGATE, NOT EXCEED THE LESSER OF THE FOLLOWING: (I) THE PURCHASE PRICE OF THE HARDWARE OR (II) REPLACEMENT EXPENSES OF THE HARDWARE TO BE INCURRED BY INTEGRA. INTEGRA WILL NOT BE LIABLE UNDER CONTRACT, TORT OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES INCLUDING LOSS OF ANTICIPATED PROFITS OR REVENUE ARISING FROM INSTALLATION OR USE OF THE HARDWARE EVEN IF INTEGRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACTS, WORKMANSHIP OR NEGLIGENCE OF CUSTOMER’S OPERATORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS OR AGENTS. CUSTOMER ASSUMES RESPONSIBILITY FOR ALL PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM THE HANDLING, POSSESSION OR USE OF THE HARDWARE. THE LIMITATIONS CONTAINED IN THIS PARAGRAPH, HOWEVER, MAY NOT BE APPLICABLE TO CUSTOMER DEPENDING ON THE LAW IN THE CUSTOMER’S STATE AND ARE ONLY APPLICABLE TO THE EXTENT PERMITTED BY LAW.

7. INTELLECTUAL PROPERTY; DATA. Integra (a) is or will be the sole and exclusive owner of all right, title and interest in and to all Intellectual Property and Data (other than certain Information and PII as set forth below) related in any way to the Hardware and related services, including Covered Installation Services (and the Engineered Design), and (b) solely to the extent necessary or appropriate in connection with the provision of Hardware and related services as specified in these T&Cs, hereby grants to Customer, subject to its compliance with these T&Cs, a fully paid-up, non-exclusive, transferable, irrevocable license to such Intellectual Property and Data solely to the extent necessary for Customer to use the Hardware and receive the related services as specified in these T&Cs. In furtherance of the foregoing, Integra may collect certain Data from Customer in connection with the Hardware and related services, for which Integra is the sole and exclusive owner, and Customer expressly consents to Integra’s collecting, Processing, disclosing and commercializing of such Data (other than certain Information and PII as set forth below) collected by Integra for Integra’s Business. To the extent Integra provides any such Data collected from Customer to Customer, Customer agrees that the Data is provided for planning purposes only, and that various conditions in which Customer’s Hardware operates may differ from what is provided or expected from such Data, and Customer shall exercise reasonable judgment in Customer’s use of any such Data. Customer further acknowledges that certain Data may contain PII, including PII gathered from the provision of Hardware and related services and operation of such Hardware. Prior to being transferred to any third party, including any customer of Integra, Data will be adapted to exclude PII. It is the sole responsibility of Customer to (i) notify any Operator that Data and PII may be collected and of the type and nature of that Data and PII, and (ii) obtain all necessary consents for Integra’s collection and use, as described in these T&Cs, of such Data and PII as required by Applicable Law and these T&Cs (collectively, “Consents”). Customer shall indemnify Integra pursuant to the provisions of Section 6 and will hold harmless Integra for any failure by Customer to obtain such necessary Consents. All ownership, right, title and interest in and to all Information regarding a Party or its Affiliates shall be the sole and exclusive property of the Party providing or disclosing Information or, if such Party is not the owner thereof, the Person that owns such Information. Integra may also create a de-identified set of the Data (which does not contain any PII or Information that could be used to determine that the Data is related to Customer) and use such Data set for Integra’s commercial purposes, and Customer consents to Integra’s collection, processing and retention of de-identified Data for Integra’s Business.
8. MISCELLANEOUS.

(a)        Confidentiality. The Information regarding a Party and its Affiliates (collectively, the “Disclosing Party”) that the other Party (the “Receiving Party”) receives or obtains access to in the course of the relationship established by these T&Cs constitutes confidential and proprietary information, the disclosure, copying, or distribution of which could result in competitive harm to the Disclosing Party. Integra and Customer will each use reasonable care to maintain the other Party’s Information in the strictest confidence and not to disclose, copy, or distribute the other Party’s Information, whether orally or in writing, directly or indirectly, in whole or in part, except

(i) to those of the Receiving Party’s Representatives who need to have the Information in order to perform their obligations under the Sales Contract (and agree in writing to be bound by confidentiality provisions comparable to those specified in this Section 8(a)) and (ii) as otherwise permitted by these T&Cs (including as specified in Section 7). Reasonable care in this respect is the standard of care that the Receiving Party would use in protecting the confidentiality of its own Information. The confidentiality obligations specified in this Section 8(a) will continue in effect for the Hardware Term and for a period of four (4) years after the termination or expiration thereof. Notwithstanding the foregoing, nothing in this Section 8(a) will apply to any information (including Information) (A) which is or becomes generally available to the public other than as a result of disclosure by a Receiving Party or its Representatives in violation of any confidentiality obligations existing between the Parties; (B) which was available on a non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives; (C) which becomes available to a Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not known, after reasonable inquiry, to be subject to any prohibition against transmitting the Information; or (D) which is disclosed pursuant to Applicable Law, provided that the Receiving Party will, to the extent permitted by Applicable Law, give the Disclosing Party prompt Notice of such threatened disclosure and the right to defend against such disclosure, at the Disclosing Party’s expense, and provided further that the Receiving Party will cooperate reasonably in such defense.

(b)        Privacy; PII. Integra may collect PII that includes contact information from Customer in connection with the Sales Contract and the provision of Hardware and related services. Customer, for itself and on behalf of its Affiliates, agrees and consents to Integra’s use of such contact information to send marketing, advertising and promotional communications to Customer concerning Integra’s and its business partners’ products and services that Integra believes may be of interest to the Customer or its Affiliates. Customer is subject to the Integra Privacy Policy, as such policy may be amended from time to time, which such policy is available at https://integraenergy.com/terms-conditions/ (the “Privacy Policy”). For more information on how Integra handles PII and other identifiable information, please see the Privacy Policy, which contains information on how a recipient of our marketing communications may opt-out from such communications or withdraw this consent.

(c)        Title and Risk of Loss. Title and, except as provided in Section 5(a)(iv) with respect to the delivery of replacement Hardware, risk of loss for the Hardware will pass to Customer upon the delivery of such Hardware to the applicable carrier for shipment to the applicable Designated Location, unless otherwise specified in the Purchase Order or otherwise required by Applicable Law. As collateral security for the payment of all amounts invoiced to Customer pursuant to these T&Cs, Customer hereby grants to Integra a lien on and security interest in and to all of the right, title and interest of Customer in, to and under the Hardware, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this Section 8(c) will constitute a purchase money security interest under the Uniform Commercial Code of the state in which the Hardware is located, and Customer hereby consents to Integra filing one or more financing statements to perfect and record such interest.

(d)        Electrical, Wireless, Cellular and Internet Service Interruptions. Neither Integra nor Customer will have any liability whatsoever to the other with respect to damages caused by: (a) electrical outages, power surges, brown-outs, utility load management or any other similar electrical service interruptions, whatever the cause; (b) interruptions in wireless, cellular or internet services linking Hardware to the Product Network; (c) interruptions or malfunctions in Hardware attributable to unauthorized Product Network intrusions; (d) interruptions in services provided by any service provider that is not an Affiliate of Integra, including any underlying carrier; or (e) the inability of Hardware to access the Product Network as a result of any change in service offerings (including any network upgrades or the introduction of any “next generation” services) of any wireless, cellular or internet carriers. The limitations of liability specified in this Section 8(d) shall apply to any loss of Data resulting from such electrical, wireless, cellular or internet service interruptions. Integra will not be responsible for, and makes no representation or warranty with

respect to, initial or continuous availability of the quantity, quality or price of electrical service related to any of the Hardware.

(e)        Hardware Not a Fixture. To the extent permitted by Applicable Law, Customer acknowledges that Hardware will not be deemed a fixture upon Installation. Notwithstanding the foregoing, if Customer sells, leases, or otherwise disposes of the facility or location where Hardware is installed, Integra will be under no obligation to provide any Support Services or other related services, whether under these T&Cs or under any other agreement or understanding between Integra and Customer, to any second-hand owner of the Hardware. For the avoidance of doubt, except as set forth in Section 8(k), these T&Cs may not be assigned, directly or indirectly, by Customer to any second-hand owner of the Hardware without the prior written consent of Integra, which may be withheld in Integra’s sole discretion.

(f)        Modification. No release, discharge, waiver or modification of any of the provisions of these T&Cs, shall be binding upon a Party, nor will any statement, whether oral or in writing, by or on behalf of either Party serve as the basis of any representation or warranty of such Party, nor shall such statement be deemed to be a part of the Sales Contract, unless expressly agreed in writing by both Parties.

(g)        Force Majeure. A Party’s obligations under these T&Cs will be temporarily suspended during any period that the Party is unable to carry out such obligations under these T&Cs by reason of a Force Majeure Event, with any delayed performance of then-pending obligations under these T&Cs excused for so long as the Force Majeure Event continues. An impacted Party shall provide prompt Notice to the other Party, specifying the period that the Force Majeure Event is expected to continue. An impacted Party shall take reasonable commercial measures to mitigate the impacts of a Force Majeure Event, resuming performance of its obligations as soon as reasonably practicable after the removal of the cause thereof. If the impacted Party’s delayed performance continues for a period of ninety (90) consecutive days, either Party may terminate the Hardware Term or cancel any portion of the affected Purchase Order upon thirty

(30) days’ advance Notice.

(h)        Governing Law/Invalidity. The Sales Contract shall be construed and enforced in accordance with, and governed by, the laws of the State of New York without regard to rules of conflict of laws. If any provision of the Sales Contract is declared unlawful or unenforceable by judicial determination or performance, the remainder of the Sales Contract shall continue in force as if the invalidated provision did not exist.

(i)         Attributes. Ownership, right, title and interest of Attributes arising in connection with or related to (i) the development, commercialization, marketing and offering of the Hardware and any related services, including Covered Installation Services (including the Engineered Design) and Support Services, shall be exclusively with Integra, and (ii) the Customer’s performance of any Site Activities, Installation by a Licensed Contractor and use and operation of the Hardware shall be exclusively with Customer. To the extent that Attributes cannot be allocated to a Party using the foregoing criteria or there is a risk of double counting of Attributes, the Parties shall use commercially reasonable efforts to agree upon an appropriate allocation of those Attributes. No Party shall agree, indicate, report, or otherwise communicate, directly or indirectly, to any third party, including to any end user, that Attributes allocated under these T&Cs belong to any third party.

(j)         No Agency/Partnership. The Sales Contract does not create, and shall not be construed as creating, any agency, partnership, joint venture or other employment relationship. Neither Party shall have any right, power, or authority to assume, create, or incur any expense, liability or obligation, express or implied, on behalf of the other Party, except as expressly provided in the Sales Contract.

(k)        Assignment. Neither Party may assign, delegate or transfer the Sales Contract, or any of its rights, duties or obligations hereunder, whether voluntarily, by merger or operation of law, or otherwise, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except that Integra may assign the Sales Contract, or any portion thereof, to any of its Affiliates and may delegate any of its duties and obligations hereunder to any Affiliate or Representative, without obtaining Customer’s prior written consent. No permitted assignment shall relieve a Party of its rights and obligations under these T&Cs prior to the effective date of such assignment, and any unpermitted assignment shall be null and void. The Sales Contract will inure to the benefit of any respective successor or permitted assign of a Party.

(l)         Arbitration. Disputes between the Parties arising out of or in connection with the Sales Contract, upon Notice, shall be submitted to and finally settled by a single commercial arbitrator with substantial experience in the industry and in resolving complex commercial contract disputes. Arbitration shall be conducted in the State of New York, as determined by the Party initiating the dispute, in accordance with the then-applicable American Arbitration Association. Notwithstanding the foregoing, the arbitrator shall have the power to rule on objections concerning jurisdiction, including the existence, validity or scope of this arbitration provision, the Sales Contract and issues of arbitrability, but shall have no authority to appoint or retain expert witnesses for any purpose, unless agreed to by the Parties. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and judgment upon the arbitration award may be entered by any court having jurisdiction over a Party. A Party also may apply to any such court, without waiving arbitration rights, for equitable relief or interim measures.

(m)       Survival. Upon termination or expiration of the Hardware Term for any reason, Section 2(a), Section 3(b), Section 5(a)(vi) and Section 6 through this Section 8 (inclusive) of these T&Cs will survive.

(n)        Entire Agreement; Interpretation; Execution and Counterparts. The Sales Contract constitutes the entire agreement between the Parties with respect to the subject matter of the Sales Contract and supersedes all prior oral or written representations and agreements with regard to the same. Any other terms or conditions of purchase, sale or otherwise that are not specifically set forth in the Sales Contract shall be binding only with the specific written consent of Integra. Integra’s specific written consent in this respect shall mean a written agreement signed by a duly authorized representative of Integra. Any terms and conditions proposed by Customer, including any preprinted, linked, referenced or customized terms and conditions on or with Customer’s order, including in any purchase order submitted by Customer, are hereby expressly rejected and will not form or be deemed to form any part of the Sales Contract. Customer hereby agrees that any purchase order submitted to Integra by or on behalf of Customer may be used, solely as a courtesy to Customer, for order processing and invoicing purposes only, but in no event will any such purchase order, or any terms or conditions set forth therein, supersede, amend, supplant or otherwise modify in any way the Sales Contract (including, for the avoidance of doubt, these T&Cs or the contents of the Purchase Order), which represents and constitutes the sole and entire agreement between the Parties with respect to the subject matter thereof. The Sales Contract confers no rights upon any third party, including any Representative of either Party or other Operator, except as expressly provided in the Sales Contract. Except as specifically stated otherwise, in the event of any conflict or inconsistency between the terms of these T&Cs and any other term of the Sales Contract, (a) the terms of these T&Cs will control with respect to Hardware and any related services, including Covered Installation Services, (b) the terms of the Software T&Cs, if applicable, will control with respect to Software and any matters relating thereto, and (c) the terms of the Support Services T&Cs, if applicable, will control with respect to the Support Services. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “herein,” “hereto,” “hereof” and words of similar import refer to these T&Cs as a whole and not to any particular section hereof; (ii) the word “including” and words of similar import mean “including without limitation” or “including, but not limited to;” (iii) any pronoun includes the corresponding masculine, feminine and neuter forms; (iv) words in the singular or the plural include the plural or the singular, as the case may be; and (v) headings are for convenience only and shall not affect interpretation. The Purchase Order may be executed by electronic means, including by Customer clicking the “Accept” button on a digital version of the Purchase Order, or by executing one or more counterparts of the Purchase Order, each of which will be deemed an original version of the Purchase Order. In such case, for purposes of the Purchase Order, a facsimile, scanned, or electronic signature will be deemed an original signature.

Integra Energy EV Solution Software as a Service Terms & Conditions

The Integra Energy EV Solution Software as a Service Terms & Conditions (“ITCs”) set forth below shall be incorporated into one or more orders referencing the ITCs (each an “Order”) and shall represent a legally binding agreement (“Agreement”) between Integra Energy (IntegraLED LLC d/b/a Integra Energy, hereinafter referred to as “Integra”) and the Customer, effective upon Client’s execution of the applicable Order or use of any of the Services. Integra and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. Definitions.

(a)       “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Integra in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b)       “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(c)       “Charging Station” means the electric vehicle charging station(s) purchased or leased by you that are registered and activated on the Integra Network.

(d)       “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(e)       “Documentation” means Integra’s user manuals, handbooks, and guides relating to the Services provided by Integra to Customer either electronically or in hard copy form/end user documentation relating to the Services available at https://integraenergy.com.

(f)        “Integra IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Integra IP includes Aggregated Statistics and any information, data, or other content derived from Integra’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.

(g)       “Integra Network” or “Integra Platform” means the open-platform network of electric vehicle charging stations and the vehicle charging applications the network delivers, that is operated and maintained by Integra in order to provide various services to, among others, Customer.

(h)       “Malicious Code” means viruses, worms, time bombs, Trojan horses and all other forms of malicious code, including without limitation, malware, spyware, files, scripts, agents or programs.

(i)        “PII” means personally identifiable information regarding you or a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact, or locate you or such User.

(j)        “Services” means the software-as-a-service offering described on the applicable Order(s).

(k)       “Third-Party Products” means any third-party products provided with or incorporated into the Services.

(l)        “User” means any person using the Customer Charging Stations

2. Access and Use.

(a)       Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other/the terms and conditions of this Agreement, Integra hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Integra shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.

(b)       Documentation License. Subject to the terms and conditions contained in this Agreement, Integra hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

(c)       Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not:

(i)        sell, resell, license, rent, lease or otherwise transfer the Services or any data collected or maintained by Integra in connection with the Services to any third party;

(ii)       interfere with or disrupt the Services, servers, or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;

(iii)      attempt to gain unauthorized access to the Services or related systems or networks or any data contained therein, or access or use the Services through any technology or means other than those provided or expressly authorized by Integra;

(iv)      reverse engineer, decompile or otherwise attempt to extract the source code of the Services, except to the extent expressly permitted or required by applicable law;

(v)       create derivative works based on the Services, or any of Integra’s various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used in connection with Integra Charging Stations, (the “Integra Marks”) and all other Integra supplied material;

(vi)      except as otherwise expressly permitted by this Agreement or in any applicable data sheet relating to the Service, copy, frame or mirror any part of the Service, other than copying or framing on Customer’s own intranets or otherwise solely for Customer’s own internal business use and purposes;

(vii)     access the Services for any competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service or copy any features, functions, interface, graphics or “look and feel;”

(viii)    use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about Integra users for any unauthorized purpose;

(ix)      upload, transmit or introduce any malicious code to the Services;

(x)       use any of the Services if Customer is a person barred from such use under the laws of the United States or of any other jurisdiction;

(xi)      use the Services to upload, post, display, transmit or otherwise make available (i) any inappropriate, defamatory, obscene, or unlawful content;

(ii) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (iii) any messages, communication or other content that promotes pyramid schemes, chain letters,

(d)       Reservation of Rights. Integra reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Integra IP.

(e)       State and Federal Incentives and Benefits. To the extent that there are State, Federal or industry sponsored programs that offer financial or economic benefits to the owners and operators of charging stations and to which both Customer and Integra are eligible but that may only be claimed by one of them, the Parties agree Integra shall have the exclusive right to claim such benefits, unless Integra consents in writing that Customer shall be entitled to such benefits. Such programs shall include, by way of example only, Oregon’s Clean Fuel Program California’s Low Carbon Fuel Standard, the federal Renewable Fuel Standard Program.

(f)        Suspension. Notwithstanding anything to the contrary in this Agreement, Integra may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Integra reasonably determines that (A) there is a threat or attack on any of the Integra IP; (B) Customer’s or any Authorized User’s use of the Integra IP disrupts or poses a security risk to the Integra IP or to any other customer or vendor of Integra; (C) Customer, or any Authorized User, is using the Integra IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Integra’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Integra has suspended or terminated Integra’s access to or use of any third- party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Integra shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Integra shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Integra will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(g)       Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Integra may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Integra and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Integra. Customer acknowledges that Integra may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Integra may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3. Customer Responsibilities.

(a)       General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

(b)       Third-Party Products. Integra may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

(c)       Customer Information. Customer shall be solely responsible for: (i) keeping its contact information accurate and up to date; (ii) updating on the Service, within five (5) business days, the location to which any of Customers Charging Stations are moved; (iii) the maintenance, service, repair and/or replacement of your Charging Stations as needed, including updating the Services of the existence of any Charging Stations that are non-operational and not intended to be replaced or repaired by Client and (iv) compliance with all applicable laws in connections with its use of the Services.

4. Integra Responsibilities.

(a)       General. Integra agrees to provide and shall be responsible for: operating, maintaining, administering and supporting the Integra platform and the Services and related infrastructure (other than Charging Station and infrastructure for transmitting data from Charging Stations to the Integra operations center unless otherwise agreed to in writing between Customer and Integra) in compliance with all applicable laws. Integra will protect the confidentiality and security of PII in accordance with all applicable laws and regulations and the Integra Privacy Policy.

(b)       Limitation on Responsibility. Integra shall not be responsible for, and makes no representation or warranty with respect to the following: (i) continuous availability of electrical service to any of Customer’s Charging Stations; (ii) continuous availability of any wireless or cellular communications network or Internet service provider network necessary for the continued operation by Integra of the Services; and

(iii) availability of or interruption of the Integra network attributable to unauthorized intrusions.

5. Fees and Payment.

(a)       Fees. Customer shall pay Integra the fees (“Fees”) as set forth on the applicable Order without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth on the Order. If Customer fails to make any payment when due, without limiting Integra’s other rights and remedies: (i) Integra may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Integra for all reasonable costs incurred by Integra in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Integra may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

(b)       Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Integra’s income.

6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback.

(a)       Integra IP. Customer acknowledges that, as between Customer and Integra, Integra owns all right, title, and interest, including all intellectual property rights, in and to the Integra IP and, with respect to Third-Party Products, the applicable third- party and Integra own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b)       Customer Data. Integra acknowledges that, as between Integra and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Integra a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Integra to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

(c)       Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Integra by mail, email, telephone, or otherwise, suggesting or recommending changes to the Integra IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Integra is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Integra on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Integra is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Integra is not required to use any Feedback.

8. Warranty Disclaimer.1

THE SERVICES AND THE INTEGRA IP IS PROVIDED “AS IS” AND “AS AVAILABLE”. INTEGRA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. INTEGRA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. INTEGRA MAKES NO WARRANTY OF ANY KIND THAT THE INTEGRA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

1.      We provide no warranty with respect to the services, nor any assurances of service levels – This is ideal for us, provided that it is acceptable to the Customers, If we begin charging for maintenance – do we intend to offer anything in the way of SLA or limited warranties. The following is the warranty provided by Saascharge, [Saascharge warrants that (i) the Services shall perform materially in accordance with the Service Description, (ii) subject to [Sections applying to third party software], the functionality of the Services will not be materially decreased during a subscription term, and (iii) Saascharge will not transmit Malicious Code to Reseller or any Customers provided that if Reseller, a Customer or a User uploads a file containing Malicious Code into the Services and later downloads that file, this warranty shall not apply to such file. For any breach of a warranty above, Reseller’s exclusive remedy shall be [Termination of the contract, and return of confidential information]].                        Additionally the Saascharge agreement provides for modest penalties if there is a failure to resolve service tickets within certain time periods, starting at failure to resolve within 6 hours]

9. Indemnification.

(a)       “Damages” shall mean any injury, wound, wrong, hurt, harm, fee, damages, cost, expense, expenditure, or loss of any nature, including, but not limited to:

(i) injury or damage to any property or right; and (ii) injury, damage or death to any person or entity, (iii) attorneys’ fees, witness fees, expert witness fees and expenses; and

(iv) all other litigation costs and expenses.

(b)       “Claims” shall mean all claims, requests, accusations, allegations, assertions, complaints, petitions, demands, suits, actions, proceedings, and causes of action of every kind and description.

(c)       Customer shall indemnify, defend and hold Integra and its affiliates, and any of their respective present and former directors, officers, members, shareholders, employees, representatives and agents, and all of its and their successors and assigns, harmless from and against any and all Damages from third-party Claims which arise out of or relate to: (i) Customer’s negligent acts or omissions, recklessness or willful misconduct; or (ii) the loss of life or any injury to persons or property due to conditions existing at the Customer’s charging locations, unless any such Damages arise out of or relate to Integra’s gross negligence or willful misconduct.

(d)       The obligations under this Section shall survive the termination or expiration of this Agreement.

10. Limitations of Liability.

IN NO EVENT WILL INTEGRA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER INTEGRA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL INTEGRA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO INTEGRA UNDER THIS AGREEMENT IN THE TWELVE (12) CALENDAR MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN ORDER TO DELIVER THE SERVICES, INTEGRA HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS (THE “UNDERLYING CARRIER”). YOU HAVE NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING CARRIER AND YOU ARE NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN INTEGRA AND THE UNDERLYING CARRIER. YOU UNDERSTAND AND AGREE THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO YOU, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE UNDERLYING CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH USE, FAILURE TO USE, OR INABILITY TO USE THE WIRELESS SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING CARRIER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THIS INDEMNITY WILL SURVIVE THE TERMINATION OF THESE TERMS AND CONDITIONS. YOU HAVE NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. YOU UNDERSTAND THAT INTEGRA AND THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE INTEGRA PLATFORM OR THE USE OF THE INTEGRA SERVICES. CELLULAR CARRIER LIABILITY

11. Electrical, Cellular and Internet Service Interruptions.

Neither Integra nor Customer shall have any liability whatsoever to the other with respect to damages caused by: (i) electrical outages, power surges, brown-outs, utility load management or any other similar electrical service interruptions, whatever the cause; (ii) interruptions in wireless or cellular service linking Charging Stations to the Integra Network; (iii) interruptions attributable to unauthorized Integra Network intrusions; (iv) interruptions in services provided by any internet service provider not affiliated with Integra; or (v) the inability of a Charging Station to access the Integra Network as a result of any change in product offerings (including, without limitation, the any network upgrade or introduction of any “next generation” services) by any wireless or cellular carrier. This includes the loss of data resulting from such electrical, wireless, cellular or Internet service interruptions.

12. Term and Termination.

(a)       Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the number of years indicated in the applicable Order (the “Initial Term”). This Agreement will automatically renew additional successive one year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 60 days prior to the expiration of the then- current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

(b)       Termination. In addition to any other express termination right set forth in this Agreement:

(i)        Integra may terminate this Agreement, effective on written notice to Customer, if Customer[: (A) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Integra’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;

(ii)       either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii)      either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c)       Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and Integra IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Integra IP and certify in writing to the Integra that the Integra IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(d)       Survival. Those provisions dealing with the Integra IP, limitations of liability and disclaimers, disclaimers of warranties, applicable law and those other provisions which by their nature or terms are intended to survive the termination of this Agreement will remain in full force and effect as between the Parties hereto regardless of the termination of these Agreement.

13. Miscellaneous.

(a)       Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(b)       Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the applicable Order (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c)       Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d)       Amendment and Modification; Waiver. Integra may, from time to time, make revisions to or amend the terms of the Agreement (“Revisions”). Revisions will be effective immediately except that material Revisions will be effective thirty (30) days after posting or notice to Customer of the Revisions unless otherwise stated. Integra may require that Customer accept the Revisions in order to continue to use the Service. If Customer does not agree to the Revisions, then Customer should discontinue the use of the Service. Except as expressly permitted in this Section, the Agreement may be amended only by a written agreement signed by authorized representatives of the Parties. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e)       Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f)        Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of Albany and County of Albany, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g)       Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Integra, which consent shall not be unreasonably withheld, conditioned, or delayed. Integra may assign its rights and obligations under this Agreement. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h)       No Agency or Partnership. Integra, in the performance under this Agreement, is an independent contractor. In performing its obligations under this Agreement, Integra shall maintain complete control over its employees, its subcontractors and its operations. No partnership, joint venture or agency relationship is intended by you and Integra to be created by this Agreement. Neither party hereto has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

(i)        Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

(j)        US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or

(b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(k)                                 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Updated April 2, 2025

INTEGRA ENERGY EV SUPPORT SERVICES TERMS AND CONDITIONS

These Integra Energy (IntegraLED LLC d/b/a Integra Energy, hereinafter referred to as “Integra”) EV Support Services Terms and Conditions (these “T&Cs”), together with the applicable purchase order and/or support services addendum (collectively referred to as a “Purchase Order”) represent a legally binding agreement between Customer and Integra, effective upon Customer’s execution of the applicable Purchase Order (the “Effective Date”). Customer and Integra are occasionally referred to herein as the “Parties” or, individually, as a “Party.” Capitalized terms not otherwise defined herein shall have the meanings given in the Product Agreements (as defined below).

1. Definitions.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Covered Products” means the Customer’s electric vehicle charging station hardware (“Hardware”) and software (“Software”) acquired from or provided by Integra pursuant to a Purchase Order and subject to the terms and conditions of Integra Energy EV Solutions Hardware Terms and Conditions and Integra Energy EV Solutions Software as a Service Terms and Conditions (collectively the “Product Agreements”).

“Collection Services” means those certain Integra collection services as set forth in, and in accordance with the terms and conditions therein, a collection services addendum between Integra and Customer.

“Deliverables” means the Maintenance Releases, Remote Access Software, and any other work product that Integra provides or makes available to Customer in connection with the Services.

“Designated Location” means any of Customer’s facilities set forth in the Product Agreements.

“Error” means a Hardware Malfunction or Software Error.

“First Line Support” means, in connection with the identification, diagnosis, and correction of Errors, the provision of: (a) telephone, email, or chat assistance; (b) Remote Services; and (c) access to technical information on Integra’s website for proper use of the Covered Products.

“Hardware Malfunction” means a physical problem within the Hardware itself, preventing it from functioning properly, including without limitation, internal circuitry, power components, connections, or charging cable.

“Incident” means a support request that begins when Customer contacts Integra to report one specific Error and ends when Integra either: (a) Resolves the Error; or (b) determines in its reasonable discretion that the Error cannot be Resolved.

“Integra Personnel” means all Persons involved in the performance of Services as employees, agents, or independent contractors of Integra or any subcontractor.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Loss” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Software, including any updated Documentation, that Integra may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, but does not include any new or additional subscription software released by Integra, to be determined by Integra in its sole discretion (“Additional Subscription”). Additional Subscriptions may be purchased by Customer for an additional price, as determined by Integra, and such Additional Subscription upon purchase shall be included in the term “Software” referred to herein.

“Normal Business Hours” means 9:00 a.m. to 5:00 p.m. Eastern Time, Monday to Friday, excluding generally recognized United States holidays.

“Open Source Components” means any software component that is subject to any open source license agreement, including any software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

“Optional Support Services” means any of the Services set out in a separate support services addendum and any other services to Customer under a Purchase Order that Customer and Integra may from time to time agree on in writing.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Remote Access Software” means software installed on Customer’s network that employs technological measures designed to collect and transmit to Integra certain diagnostic, technical, usage, and related information, including information about Customer’s computers, systems, network, and any Third-Party Materials, relating to or derived from Customer’s use of Software.

“Remote Services” means the delivery of Services remotely over the internet through the use of Remote Access Software that Integra installs on Customer’s network.

“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

“Resolve” means the provision of: (a) Services that, in Integra’s reasonable discretion, correct the Error; (b) information to Customer that corrects the Error; (c) information to Customer on how to obtain a solution that corrects the Error; (d) notice to Customer that the Error is caused by a known, unresolved issue or an incompatibility issue with the Covered Product(s); (e) information to Customer that identifies the Error as being corrected by upgrading to a newer release of the Software; or (f) notice to Customer that the Error has been identified as arising out of or resulting from a Service Exception.

“Respond” means Integra’s initial communication with Customer, whether by telephone, email, or otherwise, acknowledging Customer’s request for Services in connection with a specific Error. “Response” has a correlative meaning.

“Second Line Support” means, in connection with the identification, diagnosis, and correction of Errors, the provision of on-site technical support at Customer’s Designated Location.

“Severity Level One Incident” means an Error that causes the Covered Product(s) not to operate and has a critical impact on Customer’s business operations.

“Severity Level Two Incident” means an Error that results in a lack of Covered Product(s) functionality but the Covered Product(s) are still operational.

“Severity Level Three Incident” means an Error that causes the Covered Product(s) to behave not as expected but does not impact the functionality of the Covered Product(s).

“Severity Level Four Incident” means an Error that has a low impact on the Covered Product(s), usually a cosmetic issue.

“Software” means the ongoing subscription access to Integra’s charging station management platform, a proprietary software solution for connecting and administering electric vehicle charging stations.

“Software Error” means a reproducible failure of the Software to perform in substantial conformity with the specifications set forth in the Documentation, whose origin can be isolated to a single cause.

“Third-Party Materials” means materials and information, in any form or medium, that are not proprietary to Integra, including any third-party: (a) documents, data, content, or specifications; (b) Open Source Components or other software, hardware, system, network, or other product, facility, equipment, or device; and (c) accessories, components, parts, or features of any of the foregoing.

2. Services. Subject to the T&Cs, the Purchase Order and the Product Agreements, and conditioned on Customer’s and its Representatives’ compliance therewith, during the Term, Integra will provide to Customer Integra’s standard customer support services for Covered Products (the “Services“) at such support levels as Customer purchases in accordance with Integra’s description of support services addendum then in effect (“Service Level”). Integra may amend the available Service Levels from time to time in its sole discretion. All Services will be performed by an authorized technician selected by Integra (“Service Technician”). Integra has the sole and absolute right to (i) select the Service Technician to perform the service and (ii) determine the rates and other pricing terms under which the Service Technician will be compensated. The Service Technicians are independent contractors and not employees or agents of Integra or its affiliates and are not authorized by Integra to perform services outside of the Services covered hereunder. Integra is not responsible or liable for any services performed by the Service Technician beyond the scope of the Services hereunder.
3. Limitations.

3.1 Incidents. Integra has the sole right to determine, in its reasonable discretion: (a) what constitutes an Incident; and (b) when an Incident is deemed to be Resolved.

3.2 Response Time and Resolution. Integra will use commercially reasonable efforts to: (a) Respond within the applicable Response time provided in the applicable Service Level; and (b) Resolve an Incident, but does not guarantee that it will be able to Respond within that specific time period or that any Incident will be Resolved.

3.3 On-Site Visits. If applicable under the Service Level, Integra may provide on- site Second Line Support only at the Designated Location during Normal Business Hours, unless otherwise agreed to by Integra in writing.

3.4 Effect of Customer Failure or Delay. Integra is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform any of Customer’s obligations under the Product Agreements or the T&Cs, in accordance with their respective terms and conditions, including, without limitation, the failure to provide the Service Technician with safe and reasonable access to all Covered Products, and related systems and lines (each, a “Customer Failure“).

4. Exceptions. Integra has no obligation to provide Services relating to Errors that, in whole or in part, arise out of or result from any of the following (each a “Service Exception“):

(a) Software, or the media on which it is provided, that is modified or damaged by Customer or any third party;

(b) any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Customer’s use in the Documentation;

(c) any Third-Party Materials;

(d) any negligence, abuse, misapplication, or misuse of the Covered Product(s) other than by Integra Personnel, including any Customer use of the Covered Product(s) other than as specified in the Documentation;

(e) any Customer Failure, including Customer’s failure to promptly install any Maintenance Release that Integra has previously made available to Customer;

(f) the operation of, or access to, Customer’s or a third party’s system or network;

(g) any relocation, installation or integration of the Covered Product(s) other than by Integra;

(h) any Open Source Components, beta software, software that Integra makes available for testing or demonstration purposes, temporary software modules, or software for which Integra does not receive a license fee;

(i) any breach of or noncompliance with any provision of these T&Cs or the Product Agreements by Customer or any of its Representatives; or

(j) any Force Majeure Event (including abnormal physical or electrical stress).

5. Service Exclusivity. Customer hereby grants Integra with an exclusive right to install, maintain, service, or operate the Covered Products on the Designated Location during the Term. Customer shall not directly or indirectly service, repair, modify, or adjust the Covered Products.
6. Customer Obligations.

6.1 Notification. Customer shall promptly notify Integra of any Error and provide Integra with reasonable detail of the nature and circumstances of the Error.

6.2 Compliance. Customer shall comply with all terms and conditions of these T&Cs, and the Product Agreements.

6.3 Use. Customer shall use the Covered Product(s) solely in accordance with the terms and conditions set forth in the Product Agreements.

6.4 Environment. Customer shall set up, maintain, and operate in good repair and in accordance with the Documentation all environmental conditions and components, including all networks, systems, and hardware, on, in or through which: (a) the Covered Product(s) operate(s); and/or (b) the Customer accesses or uses any of the Services.

6.5 Access. In connection with the performance of the Services, Customer shall provide Integra Personnel and Service Technicians with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable Integra to perform its obligations (including the provision of the Services), and exercise its rights, under and in accordance with these T&Cs, including:

(a) reasonable, uninterrupted access, both physical and virtual, to the Covered Product(s) and Customer’s premises, systems, networks, and facilities;

(b) a safe working environment;

(c) reasonable access to the appropriate Customer personnel, including network, systems, operations, and applications personnel; and

(d) all necessary authorizations and consents, whether from third parties or otherwise, in connection with any of the foregoing.

6.6 Data Back-up. Customer agrees to back up all data, files, and information prior to the performance of any Services and hereby assumes sole responsibility for any lost or altered data, files, or information.

6.7 Technical Contact. Customer shall designate and maintain throughout the Term one or more individuals to serve as its primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services (each, a “Technical Contact”). The Technical Contact(s) shall be the sole contact(s) between Customer and Integra in connection with day-to-day matters relating to the provision of Services and be responsible for reporting Incidents, providing day-to-day consents and approvals on behalf of Customer, and communicating with and providing timely and accurate information and feedback to Integra in connection with the Services. Customer shall ensure its Technical Contact(s) have the requisite organizational authority, skill, experience, and other qualifications to perform these duties. Customer shall use commercially reasonable efforts to maintain the same Technical Contact(s) in place throughout the Term and provide at least 5 days’ prior written notice to Integra of any replacement or change in the name or contact information of any Technical Contact.

6.8 Information. Customer shall provide Integra with all information reasonably requested by Integra from time to time relating to Customer’s use of the Covered Product(s), including information on Customer’s hardware, network, systems, and any related Third-Party Materials.

6.9 Current Release Software. Except as otherwise specified in these T&Cs or the applicable Purchase Order, Customer must run only the current release level of the Software that Integra has made available to its customers. Customer shall install all Maintenance Releases as soon as reasonably possible from the date they are made available by Integra.

6.10 Responsibility for Representatives. Customer shall remain responsible and liable for: (a) the supervision, coordination, and performance of Customer’s Representatives in connection with these T&Cs; and (b) all acts and omissions of Customer’s Representatives, each of which shall be ascribed to the Customer to the same extent as if such acts or omissions were by Customer itself. Any noncompliance by any Customer Representative with the provisions of these T&Cs will constitute Customer’s breach hereof.

7. Confidentiality.

7.1 Confidential Information. In connection with these T&Cs each Party (as the “Disclosing Party“) may disclose or make available Confidential Information to the other Party (as the “Receiving Party“). Subject to Section 7.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing: (a) the Software and Deliverables are the Confidential Information of Integra; and (b) these T&Cs are the Confidential Information of Integra.

7.2 Exclusions and Exceptions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these T&Cs; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these T&Cs; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

7.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under, and in accordance, with these T&Cs;

(b) except as may be permitted under the terms and conditions of Section 7.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these T&Cs; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 7; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 7;

(c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;

(d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and

(e) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 7.

Notwithstanding any other provisions of these T&Cs, the Receiving Party’s obligations under this Section 7 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

7.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.3; and

(b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

8. Service Charges Payment Terms.

8.1 Service Charges. In consideration of the Services and the rights granted by Integra to Customer under the Purchase Order and these T&Cs, Customer shall pay to Integra Service Charges and other amounts payable pursuant to this Section 8 as set forth in accordance with the support services addendum (“Service Charges“).

8.2 Fee Increases. Integra may increase Service Charges after the first contract year of the Initial Term, including any contract year of any Renewal Term, by providing written notice to Customer at least 60 calendar days prior to the commencement of such Renewal Term.

8.3 Remedial Service Charges. If an Error is falsely reported by or on behalf of Customer, or the cause of any Error or system problem is other than the Covered Product(s), Customer shall pay Integra’s standard hourly rates then in effect for any Second Line Support provided to investigate or attempt to Resolve such Error or problem.

8.4 Reimbursable Expenses. Customer shall reimburse Integra for all out-of-pocket expenses incurred by Integra in connection with performing Second Line Support or any other on-site Services (“Reimbursable Expenses“).

8.5 Taxes. All Service Charges and other amounts payable by Customer under the Purchase Order and these T&Cs are exclusive of taxes and similar assessments. If taxes are shown on a Purchase Order they represent Integra’s good faith estimates of applicable taxes. Without limiting the foregoing, Customer is responsible for all sales, service, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Integra’s income.

8.6 Payment. Customer shall pay all Service Charges after the Effective Date and Reimbursable Expenses within 30 days after the date of the invoice therefor. Customer shall make all payments hereunder in US dollars to the address or account specified in the Purchase Order or such other address or account as Integra may specify in writing from time to time.

8.7 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available to Integra:

(a) Integra may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law;

(b) Customer shall reimburse Integra for all reasonable costs incurred by Integra in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees; and

(c) if such failure continues for 30 days following written notice thereof, Integra may suspend performance of the Services until all past due amounts, including interest, have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

8.8 No Deductions or Setoffs. All amounts payable to Integra under this the Purchase Order and these T&Cs shall be paid by Customer to Integra in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).

9. Term and Termination.

9.1 Initial Term. The initial term of the Services commences as of the Effective Date and will continue in effect until one (1) year from such date unless terminated earlier pursuant to any of the Purchase Order or these T&Cs express provisions (the “Initial Term“).

9.2 Renewal Term. The Services will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Purchase Order or the T&Cs express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term“).

9.3 Termination. The Services may be terminated at any time:

(a) by Integra, effective on written notice to Customer, if Customer fails to pay any amount when due under the Purchase Order, these T&Cs or the Product Agreements, where such failure continues more than 30 days after Integra’s delivery of written notice thereof (“Payment Failure“);

(b) by Integra, on 30 days prior written notice to Customer;

(c) by either Party, effective on written notice to the other Party, if the other Party materially breaches these T&Cs or Product Agreements and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non- breaching Party provides the breaching Party with written notice of such breach; or

(d) by Integra, effective immediately, if the Customer: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

9.4 Effect of Termination or Expiration.

On the expiration or earlier termination of the Service subscribed to in the Purchase Order or these T&Cs:

(a) all rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall:

(i) immediately cease all use of and other activities with respect to the Integra’s Confidential Information relating to the Services; and

(ii) within 10 days deliver to Integra, or at Integra’s written request destroy, and permanently erase from all devices and systems Customer directly or indirectly controls, the Deliverables, and Integra’s Confidential Information, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials, provided that, if as of, and for so long after, the effective date of the expiration or termination of the Services subscribed for in the Purchase Order, the Product Agreements remain in effect, Customer may retain, under the confidentiality and other terms and conditions set forth in the Product Agreements, and solely as and to the extent permitted thereby, such, if any, copies of the Software, Deliverables, and Integra’s Confidential Information relating to the Covered Products as are necessary for Customer’s operation and use of the Covered Products; and

(iii) certify to Integra in a signed written instrument that it has complied with the requirements of this Section 9.4.

(b) all amounts payable by Customer to Integra of any kind under the Purchase Order or pursuant to these T&Cs are immediately payable and due no later than the effective date of the expiration or 5 days after termination of Services under the Purchase Order or these T&Cs.

9.5 Surviving Terms. The provisions set forth in the following sections, and any other right, obligation, or provision under these T&Cs that, by its nature, should survive termination or expiration of the Services subject to these T&Cs, will survive any expiration or termination of the Services: this Section 9.5, Section 1 (Definitions), Section 7 (Confidentiality), Section 9.4 (Effect of Termination or Expiration), Section 10.1 (Mutual Representations and Warranties), Section 10.3 (Disclaimer), Section 11 (Indemnification), Section 12 (Limitations of Liability), and Section 14 (Miscellaneous).

10. Representations and Warranties.

10.1 Mutual Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under the Purchase Order and these T&Cs;

(c) the execution of the Purchase Order, and the agreement to these T&Cs by its representative, whose signature appears on the Purchase Order, has been duly authorized by all necessary corporate or organizational action of such Party; and

(d) when executed and delivered by both Parties, the Purchase Order and these T&Cs will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

10.2 Additional Integra Representations and Warranties. Integra represents, warrants, and covenants to Customer that during the Term Integra will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under the Purchase Order and these T&Cs.

10.3 DISCLAIMER OF WARRANTIES. THE COVERED PRODUCT(S), DELIVERABLES AND SERVICES ARE PROVIDED “AS IS.” INTEGRA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INTEGRA MAKES NO WARRANTY OF ANY KIND THAT THE COVERED PRODUCT(S), THE SERVICES, THE DELIVERABLES, OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET CUSTOMER’S OR OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS. THESE T&CS DO NOT AMEND, AUGMENT, OR OTHERWISE MODIFY INTEGRA’S WARRANTIES UNDER THE PRODUCT AGREEMENTS OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.

11. Indemnification.

11.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Integra and its Affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors, and assigns (each, including Integra, a “Integra Indemnitee”) from and against any and all Losses incurred by the Integra Indemnitee in connection with any Action by a third party (other than an Affiliate of a Integra Indemnitee) to the extent that such Losses arise from any allegation in such Action:

(a) that any Intellectual Property Right or other right of any Person, or any Law, is or will be infringed, misappropriated, or otherwise violated by any:

(i) modification of the Covered Product(s) by Customer other than:

(A) by Integra Personnel in connection with these T&Cs; or (B) with Integra’s express written authorization and in strict accordance with Integra’s written directions and specifications;

(ii) incorporation, combination, operation, or use of the Covered Product(s) by Customer with any good, service, technology, or other matter whatsoever (including any software, hardware, firmware, system, or network) that is neither provided by Integra Personnel nor expressly authorized by Integra in any of the Product Agreements or these T&Cs;

(iii) good, service, technology, or other matter whatsoever (including any software, hardware, firmware, system, or network) directly or indirectly provided by Customer or directed by Customer to be installed, combined, integrated, or used with, as part of, or in connection with the Covered Product(s);

(iv) use of the Covered Product(s) by Customer after Integra’s notice to Customer of such activity’s alleged or actual infringement, misappropriation, or other violation of a third party’s rights; or

(v) failure by Customer to timely implement any Maintenance Release, modification, update, for, or replacement of, Covered Product(s) made available to Customer by or on behalf of Integra;

(b) of or relating to facts that, if true, would constitute a breach by Customer of any representation, warranty, covenant, or obligation under the Product Agreements or these T&Cs;

(c) of or relating to negligence, abuse, misapplication, misuse, or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Customer or any of its Representatives with respect to the Covered Product(s), or otherwise in connection with these T&Cs; or

(d) of or relating to use of or other act relating to the Covered Product(s) by or on behalf of Customer that is: (i) outside the scope of Customer’s license under the Product Agreements, if applicable, or the purpose, scope, or manner of use authorized by the Product Agreements, these T&Cs or the Documentation; or (ii) in any manner contrary to Integra’s instructions.

12. Limitations of Liability.

12.1 Exclusion of Damages. IN NO EVENT WILL INTEGRA, OR ANY OF ITS LICENSORS, INTEGRA PERSONNEL, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE APPLICABLE PURCHASE ORDER OR THESE T&CS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF USE, DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION, (b) BUSINESS INTERRUPTION, INCREASED COSTS, OR DIMINUTION IN VALUE, OR

(c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF INTEGRA AND ITS LICENSORS, INTEGRA PERSONNEL, SUBCONTRACTORS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THE APPLICABLE PURCHASE ORDER OR THESE T&CS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT CHARGED FOR THE SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THE PURCHSE ORDER OR THESE T&CS FAIL OF THEIR ESSENTIAL PURPOSE.

13. Force Majeure.

13.1 No Breach or Default. In no event will Integra be liable or responsible to Customer, or be deemed to have defaulted under or breached these T&Cs, for any failure or delay in fulfilling or performing any of these T&Cs, when and to the extent such failure or delay is caused by any circumstances beyond Integra’s reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the Effective Date; and (vi) national or regional emergency. Either Party may terminate the applicable Purchase Order and these T&Cs if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more.

13.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, Integra shall give prompt written notice to Customer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

14. Miscellaneous.

14.1 Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to these T&Cs.

14.2 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in the Purchase Order or these T&Cs shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

14.3 Notices. Any notice, request, consent, claim, demand, waiver, or other communication under these T&Cs will have legal effect only if in writing and addressed to a Party at the address set forth above (or to such other address or such other person that such addressee Party may designate from time to time in accordance with this Section 14.3). Notices sent in accordance with this Section 14.3 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the 3rd day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

14.4 Interpretation. For purposes of these T&Cs: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these T&Cs as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these T&Cs: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, these T&Cs; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend these T&Cs to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these T&Cs to the same extent as if they were set forth verbatim herein.

14.5 Headings. The headings in these T&Cs are for reference only and do not affect the interpretation of these T&Cs.

14.6 Entire Agreement. These T&Cs, together with the Purchase Order, the Product Agreements and any other documents incorporated herein by reference, including but not limited to any exhibits or addenda, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

14.7 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, the Purchase Order and these T&Cs, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Integra’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under the Purchase Order and these T&Cs for which Integra’s prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under the Purchase Order and these T&Cs. Any purported assignment, delegation, or transfer in violation of this Section 14.7 is void. These T&Cs are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

14.8 No Third-Party Beneficiaries. The Purchase Order and these T&Cs are for the sole benefit of the Parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these T&Cs.

14.9 Amendment and Modification; Waiver. These T&Cs may be amended from time to time by Integra. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these T&Cs, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these T&Cs shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14.10 Severability. If any provision of these T&Cs is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these T&Cs or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these T&Cs so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.11 Governing Law; Submission to Jurisdiction. The Purchase Order and these T&Cs are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to these T&Cs or the Services, Deliverables, or other subject matter hereof, or any transactions contemplated hereby, shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of Albany and County of Albany, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

14.12 Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal suit, action, or proceeding arising out of or relating to the Purchase Order or these T&Cs or the Services, Deliverables, or other subject matter hereof, or any transactions contemplated hereby.

14.13 Equitable Remedies. Customer acknowledges and agrees that a breach or threatened breach of the Customer of any of its obligations under Section 6 (Customer Obligations), Section 7 (Confidentiality), or Section 11 (Indemnification) of these T&Cs would cause the Integra irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Integra will be entitled to equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

ALL INCLUSIVE SUPPORT SERVICES ADDENDUM

This All Inclusive Support Services Addendum (“All Inclusive Support” or “All Inclusive Support Addendum”) to the Integra Energy EV Support Services Terms and Conditions (the “Support Services T&Cs”) sets forth certain additional terms and conditions specific to the “All Inclusive Support” Service Level to be provided by Integra as identified on the Purchase Order. Capitalized terms not defined herein shall have the meaning given in the Support Services T&Cs.

1. Scope of Services. During the Term, Integra will use commercially reasonable efforts to Resolve any Incidents reported by Customer as follows:

(a) Integra will provide First Line Support and Second Line Support;

(b) Integra, in its sole discretion, will determine the amount of time it will need to spend to attempt to Resolve any specific Incident;

(c) Integra will initially provide First Line Support to Customer to attempt to Resolve the reported Incident; and

(d) Integra will subsequently provide such, if any, Second Line Support at Customer’s Designated Location as Integra, in its sole discretion, deems necessary to attempt to Resolve the Incident.

2. Response Time. During the Term, Integra shall use commercially reasonable efforts to Respond to Incidents reported by Customer within the following timeframes:

(a) for a Severity Level One Incident, within 24 hours of Integra’s receipt of Customer’s notification during Normal Business Hours;

(b) for a Severity Level Two Incident, within 7 days of Integra’s receipt of Customer’s notification during Normal Business Hours;

(c) for a Severity Level Three Incident, within 14 days of Integra’s receipt of Customer’s notification during Normal Business Hours; and

(d) for a Severity Level Four Incident, within 30 days of Integra’s receipt of Customer’s notification during Normal Business Hours.

3. Remote Services. Customer acknowledges and agrees that Integra may provide Remote Services to Customer to assist in analyzing and Resolving any Incident. Customer acknowledges and agrees that: (a) Integra may collect, maintain, process, and use this information in the course of performing the Services under this All Inclusive Support Addendum, provided that Integra shall only access, control, and gather such information that it believes to be necessary to assist in analyzing and Resolving an Incident; and (b) all or portions of the Remote Access Software may remain on Customer’s network after an Incident is Resolved. At all times Customer’s information will be treated in accordance with Integra’s privacy policy, as amended from time to time, which can be viewed at: https://integraenergy.com/terms-conditions/ or a successor website address.
4. Collection Services. Integra shall provide, pursuant to the terms hereof, Collection Services.
5. Optional Support Services. Integra, in its sole discretion, may provide Optional Support Services to Customer on Customer’s request, at Integra’s standard hourly rates then in effect. The terms and conditions of this All Inclusive Support Addendum and Support Services T&Cs shall govern the provision of any Optional Support Services delivered by Integra to Customer.
6. Maintenance Releases. During the Term, Integra will provide Customer with all Maintenance Releases under the terms and conditions set forth in the Product Agreements and Support Services T&Cs.
7. Service Changes. Integra may, in its sole discretion, change any aspect of the Services or their performance on written notice to Customer, provided that no such change materially reduces or otherwise has a material adverse effect on the: (a) Integra’s level of effort in performing the Services; (b) Integra’s obligation to provide the Services under this All Inclusive Support Addendum; or (c) Customer’s rights under this All Inclusive Support Addendum.
8. Subcontractors. Integra may, in its sole discretion, perform any of the Services by or through third parties subcontractors or any other Integra Personnel.
9. Service Charges. Subject to the Support Services T&Cs, the Service Charge for the All Inclusive Support shall be an amount equal to $________.

Privacy Policy

Last modified: March 17, 2025

NOTICE: We may sell your sensitive and biometric personal data.

Introduction

IntegraLED, LLC (“Integra,” “Company,” “us,” “our” or “we”) respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you are a visitor to the Integra’s website: https://integraenergy.com/, a user of the Integra app, an operator of our electric vehicle (EV) charging stations, a user of EV charging stations on the Integra network, a user of a Integra account, an owner of a Integra radio-frequency identification (RFID) card, a user of our EV monitoring solutions, a user of any other service offered by Integra that includes a link to this policy and our practices for collecting, using, maintaining, protecting, and disclosing that information. Each of these services and applications are collectively defined as the “Service(s)”.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Service(s). By accessing or using this Service(s), you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Service(s) after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

The “Integra network” is defined as the network of electric vehicle charging stations and the vehicle charging and telematics applications that the network delivers, which is operated and maintained by Integra.

Children Under the Age of 16

Our Service(s) is not intended for children under 16 years of age. No one under age 16 may provide any personal information to or on the Service(s). We do not knowingly collect personal information from children under 16. If you are under 16, do not use or provide any information on this Service(s), through any of its features, register on the Service(s), make any purchases through the Service(s), use any of the interactive or public comment features of this Service(s), or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us at info@integraenergy.com.

Residents of certain states under 13, 16, or 18 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your State Privacy Rights for more information.

Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Service(s), including information:

• Account registration data. If you register for an account, we may collect your full name, username, password, title, email address, telephone number, postal code, address, device information, IP addresses and other log files, as well as how you interacted with the Service(s) (“personal information“). In addition, we may collect your RFID card number, user identification, user differentiator, contract information including conditions and fees, or payment information including invoices and turnovers (document date and number, last four digits of your credit card number, total amount and currency, line items, payment status, date of document dispatch, tax and recipient information, etc.). You may also provide other information to us through your account, such as driver tips, station images, photos uploaded, your full address or information about your vehicle (e.g., make, model, color, etc.).
• Charging network When you use the Integra network, we may collect information about your charging session such as charging station location, charging station name, charging session date, start time, end time, duration, performance curve, energy dispensed, charging port identification number, parking time, authorization details including identification media, total fees associated with each charging session, payment method, pricing policy applied, (RFID card) identification number, or power cycle patterns, current and voltage.
• Integra station data. If you own or operate an Integra station for commercial use, we collect certain information from you as a “Site Host,” such as contact details and your Site Host affiliation or association to a company account. If you own or operate an Integra station for home use, we may collect your name, phone number, email address, physical address, session and scheduling data, and the Wi-Fi network name you use connect to the Integra station.
• Customer support data. If you call our customer support line, we may record your conversations and collect case-related details.
• Communication data. If you sign up for the Service(s), use the Service(s), or send an email or other communication to Integra (e.g., phone call, text, push notification, etc.), we may retain your contact information and related communication.
• Survey We may process information you provide through online surveys and polls.
• Business relationship data. We may process information you provide in the context of a business relationship with Integra in the capacity of a (potential) customer, vendor or partner. This information may include your name, company name, contact details such as phone number and email address, or notes and correspondence related to the transaction.
• Social media data. When you use Integra social media features, we may collect your username and other information such as charging station name and charging station
• Telematics If your company uses our telematics monitoring solutions and you are a driver of a connected vehicle, we collect account data (email address, name, username/driver ID, company name and team identifier) as well as data on driving behavior including vehicle identifier (VID), acceleration, speed, odometer (distance driven), voltage, current, fuel used, fuel level, gyroscope (orientation), pedal position, HVAC parameters, GPS location, trip information, operator name, time of departure, time of arrival, VIN (or other vehicle identifier), driver ID, route ID, route name, and route destination or direction. In addition, we collect service usage information (device information, location and log files) as well as data on how you used our dashboard.

• Camera footage. Where we indicate this with a sign, we have cameras directed toward the entrance of certain buildings and charging stations collecting video footage. Please note that the cameras do not record audio.

We collect this information:

• Directly from you when you provide it to us. For example, you may provide us with information through:
  • Use of the Service(s)
  • Registration for a user or administration account
  • Access to and use of the Integra network
  • Purchases
  • Communications with us, including for customer support, technical assistance, marketing and billing
  • Communications with other users of the Service(s)
  • Participation in surveys, polls, sweepstakes or promotions
• Automatically as you navigate through the site. Information collected automatically may include:
  • App and website data. When you use our app or visit our website, we and our third-party service providers may use cookies, web beacons and other tracking technologies to collect and store information about your use of the Service(s). As described further below, we may collect and analyze information including, but not limited to, IP address, device identifier, online identifiers, date and day of access request, pages viewed, time zone difference to Eastern Standard Time (EST), the standard HTTP header information, the time spent on each page of our website or app page, personal app information (first start, app opening, app update, in-app purchases, information on crash behavior of the app, RFC-4122 UUID, crash information, bundle ID, device identifier, additional app information), links you have clicked on our website, the page you visit before and after you come to our website, browser type, operating system, language, advertising identification number and vendor identifier, usage data including information on how you navigate the Service(s), and version of browser software.
  • Location When you use our Service, we may collect information from which your location could be derived (such as IP address). If you install our app, we may ask you to grant us access to your mobile device’s geolocation data. If you grant such permission, we may collect information about your precise geolocation, in order to provide you with location-based features such as identification of Integra stations available near you. If you access the Service through a mobile device and you do not want your device to provide us with location-tracking information, you can disable the GPS or other location-tracking functions on your device or disable GPS only for the Integra application, provided your device allows you to do this. See your device manufacturer’s instructions for further details. If you disable certain functions, you may be unable to use certain aspects of our Service(s).

• Customer support data. When you call our customer support center, we may record the details of the communication as well as a general sense of the overall sentiment during the call, and we may generate a corresponding transcript of the conversation.

• From third parties, for example, our business partners.

Cookies and Other Electronic Technologies

Integra uses cookies and similar technologies including web beacons, embedded scripts and e- tags (together referred to as “cookies,” unless otherwise stated) to provide users an efficient user experience in using the website. A cookie is a small data file that is placed on your computer or mobile device by your web browser. It is a tool that stores information about website visits, recognizes you and your preferences each time you visit the website, optimizes website functionality, and enables us to provide our Service(s).

Integra uses cookies for a variety of reasons, including to provide you the Service(s) you have requested, enhance our website’s performance or analyze how people use our website.

The table below explains the categories of cookies that are used on our website. Depending on your location and corresponding jurisdiction, we request that visitors provide permission (opt-in) prior to Integra using such technologies. Alternatively, we provide granular controls through our website, which enables visitors to keep only their preferred cookie categories. The following table summarizes our cookie categories.

Third-Party Use of Cookies and Other Tracking Technologies

Some content or applications, including advertisements, on the Service(s) are served by third- parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

Access to any other websites linked from our website is at the user’s own risk, and Integra is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on those websites. Integra provides these links merely as a convenience, and the inclusion of such links does not imply any kind of endorsement. If you provide any third party with your information, we recommend that you review their privacy policies as Integra does not control how they collect, process and transfer your information.

If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

How We Use Your Information

Integra may use the information we collect from or about you for a range of business or commercial purposes.

• Integra may use your account registration and charging app data to:
• Process your application to create an account with Integra
• Provide our Service(s) to you or your company (This includes providing information, products and services you request from us that enable you to access our charging )
• Enable you to access external charging stations outside of the Integra network (roaming)
• Analyze usage patterns to improve our products and services
• Process payment or reimbursement of fees (e.g., if you are the beneficiary of a charging arrangement with a provider)
• Notify you of changes to our website or Service(s)
• Integra uses your Integra station data to install a charging station at your premises, including making the install appointment and providing follow-up service.
• Integra uses your charging network data to manage and administer your account, including to distinguish between multiple vehicles or users under a single account and to analyze information about your charging sessions (e.g., duration, energy consumption, station owner and station data).
• Integra uses your customer support data to:
  • Process your support cases in accordance with our contractual obligations
  • Continuously improve the quality of our support services and products through manual or automated means of analyzing the customer and support agent interaction and overall call sentiment
• Integra uses your account registration data, business relationship data, charging network data and telematics data to:
  • Manage and respond to any inquiries, correspondence, concerns or complaints you have sent to us
  • Otherwise communicate with you as a customer or user regarding the use of our website or Service(s), including for sales and marketing purposes
• Integra uses your location data to provide you with location-based features such as identifying the closest chargers relative to your position as well as to improve the positioning of our chargers on the map.
• Integra uses your social media data to:
  • Enable you to communicate with other users (e.g., providing other users and site hosts information through driver tips)
  • Improve visibility of Integra products through public tips provided by drivers
• Integra uses your communication data to provide the Integra Service(s) and, to the extent we are obligated, to retain communication with you under the applicable laws (including tax, financial or other governmental regulations).
• Integra uses account registration data to:
  • Notify you per SMS (e.g., for sending you a verification code, providing charging session receipts, messages related to the Waitlist feature, vehicle charging status, )
  • Provide you with e-books and other information or services
• Integra uses application and website data to:
• Assist with customer service requests and accessibility
• Keep our website and app secure and operational
• Provide you with all services offered on our website and in the app
• Track static and company IP addresses on the website for potential customer identification
• Integra uses your account registration data, connections data, telematics data, Integra station data, charging network data, and fraud and safety protection data to:
  • Safeguard the security of our systems and Service(s)
  • Analyze and compile information on Service(s) use patterns
  • Perform billing (including settling roaming charges) and customer support processes
  • Improve services and other elements of our business
  • Provide value-added services, promotions and pricing
• Integra uses camera footage data to protect the persons and property at Integra charging stations and offices.
• Integra may use your account registration data and charging network data to provide you with advertising and marketing-related information about our products, services, sweepstakes, newsletters, events, promotions or information from our third-party partners that may interest you (only based on your consent where required by applicable law).
• Integra may combine any of the information that we collect from you with other information, including information that we obtain from third parties or information derived from any other products or services we provide for general purpose uses, as permissible under this policy.
• We may also aggregate or de-identify information collected through our Service(s) and process such information as permitted by applicable law.
• In any other way we may describe when you provide the
• For any other purpose with your

For more information, see Choices About How We Use and Disclose Your Information.

We may use the information we have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Disclosure of Your Information

We may disclose any of the above categories of your information to third-party entities as follows:

• Cooperation partners — for example, when we offer services together with a third party
• IT and other service providers
• Call centers — for example, when providing customer support
• Integra operators — for example, when we provide invoicing and billing services to Integra operators
• Marketing service providers — for example, when we use third parties for marketing campaigns
• Consultancies — for example, when we employ consultants to conduct market studies
• Collection agencies and law firms — for example, when collecting unpaid invoices
• File and data storage disposal services — for example, if we ask third parties to delete files or data
• Cookie providers — in the app or on the website
• Other vendors that perform services on our behalf
• Our affiliates

In addition, we provide personal data to third parties such as government or regulatory authorities when we have a legal obligation to do so. We may also disclose certain information if we believe in good faith that doing so is necessary or appropriate to protect or defend Integra or other parties, including to defend or enforce this policy, our Terms and Conditions or any other contractual arrangement or to protect the rights, property or personal safety of Integra, our agents and affiliates, our employees, users or the public.

We may disclose certain information if we believe in good faith that doing so is necessary or appropriate to comply with any law enforcement, legal or regulatory process, such as to respond to a warrant, subpoena, court order, or other applicable laws and regulations.

We may also disclose or make available some of your information with advertising and analytics partners to serve advertisements on our behalf across the internet and to provide analytics services. These entities may use cookies and tracking technologies to allow us to, among other things, track and analyze data, determine the popularity of certain content, deliver advertising and content targeted to your interests and better understand your online activity.

We may disclose certain information, in connection with or during negotiations or closing of any merger, sale of company assets, financing or acquisition of all or a portion of our business, to another company.

Except as stated above, we will not disclose your personal data to any third parties for any other purposes unless we have your consent or we otherwise have the legal basis or obligation to do so in an individual case.

With respect to our disclosure of information to service providers and third-party network providers, such parties may have limited access to certain features and data from the Integra network to be able to provide the required services (such as billing and pricing). If you are a beneficiary of a charging arrangement with a provider, for example, when your employer or a leasing company has agreed to cover the cost of your charging session, the provider will have access to your session and, in some cases, to certain data within your account.

With regard to the processing of such data, Integra and the provider are either individual (sole) controllers or joint controllers, depending on the contractual agreement. Please refer to the provider’s privacy policy to understand how they process, collect, use and disclose your data. If you would like a summary of the commitments between the parties where Integra is a joint controller, please see Contact Information below.

No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All other categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of the Service(s) may then be inaccessible or not function properly.
• Marketing You may unsubscribe from our marketing communications by following the directions in those communications or by email at info@integraenergy.com. Please note that we may still send you certain communications relating to your use of our Service(s) (e.g., service announcements, notices about new features or information on the Service(s), administrative messages, and communications about your account).

We do not control third parties’ collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI“) on the NAI’s website.

Residents of certain states may have additional personal information rights and choices. Please see Your State Privacy Rights for more information.

Accessing and Correcting Your Information

You can review and change your personal information by logging into the Service(s) and visiting your account profile page.

You may also send us an email at info@integraenergy.com to request access to, correct, or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

Residents of certain states may have additional personal information rights and choices. Please see Your State Privacy Rights for more information.

Your State Privacy Rights

State consumer privacy laws may provide their residents with additional rights regarding our use of their personal information.

California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Montana, Oregon, Tennessee, Texas, Utah, and Virginia provide (now or in the future) their state residents with rights to:

• Confirm whether we process their personal
• Access and delete certain personal
• Correct inaccuracies in their personal information, taking into account the information’s nature processing purpose (excluding Iowa and Utah).
• Data
• Opt-out of personal data processing for:
  • targeted advertising (excluding Iowa);
  • sales; or
  • profiling in furtherance of decisions that produce legal or similarly significant effects (excluding Iowa and Utah).
• Either limit (opt-out of) or require consent to process sensitive personal

The exact scope of these rights may vary by state. To exercise any of these rights or to appeal a decision regarding a consumer rights request please email info@integraenergy.com.

Nevada provides its residents with a limited right to opt-out of certain personal information sales. Residents who wish to exercise this sale opt-out rights may submit a request to this designated address: info@integraenergy.com.

California Notice

The California Consumer Privacy Act (CCPA) requires us to disclose information regarding the categories of personal information and sensitive personal information that we have collected about California consumers, the categories of sources from which the information was collected, the business or commercial purposes (as those terms are defined by applicable law) for which the information was collected, and the categories of parties to whom we disclose personal information.

Throughout this policy, we describe the specific pieces of personal information and sensitive personal information we collect, the sources of that information and when we disclose it. Under the CCPA, we also have to provide you with the “categories” of personal information and sensitive personal information we collect and disclose for “business or commercial purposes” (as those terms are defined by applicable law). The categories of personal information are identifiers (such as name, address and email address), California Customer Records’ personal information categories, California or federal law protected classifications characteristics, commercial information (such as transaction data), financial data (such as credit card and other financial account information), internet or other network or device activity (such as IP address), professional or employment-related information (such as your current employer), geolocation information, inference data about you, physical characteristics or description (such as when you voluntarily submit a photo), non-publicly available educational information under the Family

Educational Rights and Privacy Act (FERPA) and related regulations, audio and visual information (such as when you call into customer service or visit our offices) and other information that identifies or can be reasonably associated with you (including: government identifiers; complete account access credentials; precise geolocation; racial or ethnic origin, religious or philosophical beliefs, or union membership; citizenship or immigration status; genetic data; mail, email, or text messages contents; unique identifying biometric information; health information; and sexual orientation information). The categories of sensitive personal information are account log-in and password or other credentials allowing access to your account and precise geolocation.

Integra and our service providers collect and disclose the above categories of personal information for the purposes described in our policy. This includes the following business and commercial purposes (as those terms are defined in applicable law):

• Provision of the Service(s) (e.g., account servicing and maintenance, order processing and fulfillment, customer service, advertising and marketing, analytics, and communication about the Service(s))
• Operations (e.g., to enable and troubleshoot our Service(s))
• Audit of consumer interactions on our site (e.g., measuring ad impressions)
• Security and integrity to the extent the use of the personal information is reasonably necessary and proportionate for these purposes
• Bug detection, error reporting and activities to maintain the quality or safety of our Service(s)
• Short-term, transient use, such as customizing content that we or our service providers display on the Service(s)
• Improvement of our existing Service(s) and development of new services (e.g., by conducting research to develop new products or features or analyzing and measuring our customer support interactions)
• Activities that advance our commercial or economic interests, such as third-party advertising and communications with you about relevant offers from third-party partners
• Other purposes about which we will notify you

We collect the categories of personal information identified above directly from you, through your use of the Service(s), from our affiliates and from third parties such as site hosts, other users and social networks.

We describe our information-sharing practices in the policy above. In the previous 12 months, we may have disclosed certain categories of personal information with unaffiliated parties (as defined by the CCPA), including but not limited to vendors, contractors, partners, and providers, for the business purposes described above. For example, we may disclose your information with providers when you connect with an Integra charging station operated by that provider, or site host. You may also intentionally direct us to disclose your information with utility companies or their vendors. The information we disclose with providers and utility companies may include account registration data (identifiers) and charging network data (commercial information).

Chapter 1 Rights of California consumers

If you are a California resident, you may have certain rights. California law may permit you to request that we:

• Provide you the categories of personal information we have collected or disclosed about you; the categories of sources of such information; the business or commercial purpose for collecting, selling or sharing your personal information; the categories of third parties to whom we disclose, sell or share personal information; and the categories of personal information we sell or share
• Provide access to or a copy of certain information we hold about you
• Delete certain information we have about you
• Correct inaccurate personal information that we maintain about you

You may have the right to receive information about the financial incentives that we offer to you, if any. You also have the right to not be discriminated against (as provided for in applicable law) for exercising certain of your rights. Certain information may be exempt from such requests under applicable law. We need certain types of information so that we can provide the Service(s) to you. If you ask us to delete it, you may no longer be able to access or use the Service(s).

If you would like to exercise any of these rights, please submit a request through one of our available channels:

• Email: info@integraenergy.com, or
• Phone (24/7): +1(855) 270-3107

You will be required to verify your identity before we fulfill your request. To do so, you will need to provide the information identified in the webform or as otherwise directed by us. You can also designate an authorized agent to make a request on your behalf. To do so, you must provide us with written authorization or a power of attorney, signed by you, for the agent to act on your behalf. You will still need to verify your identity directly with us.

The CCPA requires businesses that sell personal information, as the term “sell” is defined under the CCPA, to provide an opt-out from such sales. Some people have taken the position that when a website uses third-party cookies or similar technology for its own analytics or advertising purposes, the website is engaged in a “sale” under the CCPA if the third parties have some ability to use, disclose or retain the data to improve their service or to take steps beyond the most narrowly drawn bounds of merely providing their service to the website or app. Some take this position even when the website pays the third party (not vice versa) and, in most cases, merely provides the third party with an opportunity to collect data directly, instead of providing personal information to the third party. These analytics and advertising services technologies may access identifiers (such as IP addresses), internet or other electronic network activity information (such as information regarding an individual’s browsing interactions on the Integra website) and commercial information (such as the fact that a browser visited a page directed to people who are considering an electric vehicle) to those sorts of companies. While Integra does not believe these are “sales” as that term is defined under the CCPA, you can opt out of this activity by changing your “privacy choices” on our website.

The CCPA also requires businesses that share personal information to provide an opt-out from such sharing. Under the CCPA, sharing is defined as the targeting of advertising to a consumer based on that consumer’s personal information obtained from the consumer’s activity across websites. We share information for these purposes to provide more relevant and tailored advertising to you regarding our Service(s). As part of this advertising, we may share identifiers (such as IP addresses and email addresses), internet or other electronic network activity information (such as information regarding an individual’s browsing interactions on an Integra website), and commercial information (such as the fact that a browser visited a page directed to people who are considering an electric vehicle) with advertising platforms and advertising networks. To opt out of such sharing, please change your “privacy choices” online, on our website (when accessing the Integra website, you will be presented with a privacy preference center which will enable your choices).

We do not knowingly sell or share the personal information of children under 16.

The CCPA also allows you to limit the use or disclosure of your sensitive personal information (as defined in the CCPA) if your sensitive personal information is used for certain purposes. Please note that we do not use or disclose sensitive personal information other than for purposes for which you cannot opt out under the CCPA.

The retention schedule of your personal information is further detailed below, in Retention, Deletion and Storage.

California Do Not Track setting. We do not respond to browser-initiated Do Not Track signals, as the internet industry is currently still working on Do Not Track standards, implementations and solutions.

Retention, Deletion and Storage

We generally retain information for as long as it may be relevant to the purposes above and in compliance with applicable law. To dispose of any personal data, we may anonymize it, delete it or take other appropriate steps. Information may persist in copies made for backup and business continuity purposes for an additional period of time.

The following table summarizes our retention times for your personal data:

Data Security

Integra has implemented administrative, physical and technical security measures to protect your information under our control.

While Integra takes precautions against possible security breaches of its website and Service(s), no website or internet transmission is completely secure, and we cannot guarantee that unauthorized access, hacking, data loss or other breaches will never occur. We are unable to guarantee the security of your information while it is being transmitted to our website or stored in our systems, and any transmission is at your own risk.

You should take steps to keep your information safe (including your password) and log out of your account after use. Where we have provided or you have chosen a password that enables you to access certain parts of our website or an RFID card that provides access to charging stations, you are responsible for keeping your password and RFID card confidential. You must not share these with anyone or store them in a way that may allow a third party to access them. If that happens, you should report it immediately to the contact provided below. Integra cannot be held and is not responsible for your failure to keep your password or RFID card secure.

You should update your password periodically to help reduce the risk of unauthorized access to your account with us. When you do, you should strengthen your password with the combination of uppercase and lowercase letters, numbers, punctuation and other symbols.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Service(s). Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Service(s).

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users’ personal information, we will notify you in accordance with legal requirements, which may be by email. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to- date active and deliverable email address for you, and for periodically visiting our Service(s) and this privacy policy to check for any changes.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at:

745 Albany Shaker Road
Latham, NY 12110
info@integraenergy.com
(855)270-3107