PLATFORM SUBSCRIPTION AGREEMENT - SERVICE PROVIDERS

“Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Authorized User” means you and any of your users under your direction and control (whether they are employees, consultants, or agents) whom you authorize to access and use the Platform pursuant to the terms and conditions of this Agreement. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses and uses the Platform using any of your or your Authorized Users' access credentials.

“Confidential Information” means: (i) with respect to Alwayz, the Platform, the Website, and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, the EVSE(s) you may own and/or operate, data describing, generated by and/or concerning EVSEs you own and/or operate, and any other non-public information or material regarding your legal or business affairs, financing, customers, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party; provided, however, that these exclusions shall not apply to the Cases or Patient Data.

“EV” means and refers to electric vehicles.

“EVSE” shall mean electric vehicle supply equipment, including but not limited to electric vehicle charging stations, charging ports and all components of a charging station.

“Platform” means our proprietary, cloud-based platform and any related services that provides you and your Authorized Users the ability to receive notifications about your EVSEs, search for Service Providers to service and repair your EVSEs, process work orders for the repair, maintenance and service of your EVSEs, pay invoices for those repairs and services and store data concerning your EVSEs.

“Service Provider” means an electrician or other person or company that is qualified to maintain, repair and service EVSEs.

“Term” means the period commencing on the Effective Date and ending when this Agreement is terminated in accordance with the terms set forth herein.

“Website” means any website through which we provide access to the Platform.

Access. During the Term, we will provide you and your Authorized Users with access to the Platform subject to the terms and conditions of this Agreement and the applicable Terms of Use and Privacy Policy. We shall be responsible for hosting the Website, and you shall be responsible for obtaining Internet connections and other third-party software and services necessary for you and your Authorized Users to access the Website.

Modifications; Suspension. We modify the Platform and our Website from time to time by adding or deleting features to improve the user experience. In addition, we may suspend access to the Platform when we believe, in our sole discretion, such suspension is in the best interests of Alwayz, its Subscribers and Service Providers.

Customer Support. Phone support is available from 8:00 AM to 6:00 PM Eastern Time Monday through Friday, excluding US national holidays. We accept support questions twenty-four (24) hours per day, seven (7) days per week via the Platform and by email to support@alwayz.us. Responses to support questions submitted through the Platform or by email are provided during phone support hours only. We endeavor to respond to support questions within one (1) business day, and sooner where possible, although we do not promise or guarantee any specific response time.

Work Orders. An order requesting the maintenance, repair or service of an EVSE (“Work Order”) will be generated and submitted automatically, by an Operator or otherwise to the Platform. If you or an Authorized User discover any deficiencies with the information contained in a Work Order, you or your Authorized User will notify Alwayz™ and the Operator of the deficiencies and the Operator will either update the Work Order or otherwise acknowledge and accept corrections to the Work Order.

Work Order Processing. Upon receipt of a Work Order, Alwayz™, through the Platform, will notify qualified Service Providers that are within a reasonable distance from the EVSE(s) needing repair of the Work Order together with an opportunity to submit a proposal to complete the repair (“Repair Proposal”). Alwayz™ retains the right to assign the Work Order to a specific Service Provider without notifying other Service Providers who may be qualified to complete the Work Order. A Service Provider wishing to perform the repairs will deliver a Repair Proposal to the Platform for submission to the Operator. The Repair Proposal shall include, among other things, the Work Order to which the Repair Proposal is responding, the estimated time necessary to complete the repair, the hourly or other rate for the services, a description of any parts or other materials that may be necessary to complete the repair, if known at the time, and the date on which the Service Provider will begin the repair. The Operator or Alwayz™, as the case may be, will select the Repair Proposal and Service Provider that will complete the EVSE repair and notify all parties of the final selection.

The selection process employed by Alwayz™ will be based on the geolocations of the EVSE needing service and the Service Provider and the qualifications of nearby Service Providers. Completing the repair depends on the source and cause of the defect, availability of replacement parts, access to the electrical grid, and other factors that may be beyond the control of the Service Provider and Alwayz™. Subject to the foregoing, Service Provider will make commercially best efforts to complete the repair services within 24 hours of their first attempt to repair the EVSE unless otherwise notified. Upon completion of the repair services, Service Provider will submit an invoice for the parts and services to the Platform. The Operator will submit payment in the amount described in the invoice through the Platform within 20 days after the date of the invoice. Work Orders and Repair Proposals shall be processed Monday through Friday, between 8:00 am and 6:00 pm Eastern Time, exclusive of US national holidays, unless otherwise agreed by Alwayz™.

Incomplete Repairs. If the EVSE needing repair is not in proper working order after a Service Provider completes the work, the Operator must notify Alwayz™ within three (3) business days after the repair services are completed. Alwayz™ will assist the parties in assessing the alleged defect and, if confirmed, correct the defect in repair. If it is discovered that the repair described in the Work Order was properly performed by the Service Provider and the defect in the EVSE is unrelated to the services, the Service Provider and Operator will work together to identify the cause of the newly discovered defect and the time and cost necessary to repair it. Thereafter, the Service Provider will deliver a new invoice to the Platform and the Operator will issue payment through the Platform. If a dispute arises between the parties with respect to the repair services performed, you will submit a summary of the dispute to Alwayz™ at support@Alwayz™.us and Alwayz™ will work with the Parties to resolve the dispute.

Subscription Payment to Alwayz™. You agree to pay Alwayz™ for access to and use of the Platform by agreeing that Alwayz™ will add a fee, in the amount of fifteen percent (15%) of the total invoice for repair of an EVSE, to each invoice generated by you through the Platform (“Subscription Fee”). The Subscription Fee is separate from and independent of the cost of the repair services necessary to repair an EVSE. You authorize us to use a third party to process payments and hereby consent to the disclosure of your billing information to such third party. We will retain the Subscription Fee upon receipt of the Operator's payment of an invoice and submit the balance to you. You will keep your contact information and payment information up to date. Changes may be made on your billing page on the Platform.

Payment by Operators. Once you complete your repair services, you will submit an invoice to the Platform that includes the date(s) on which the repairs were performed, the total time spent performing repair services, the rate (hourly or flat) for the repair services, the cost of all parts and other materials required to complete the repair, a description of the services performed and the total amount for labor and materials. When you submit the invoice to the Platform it will be automatically submitted to the Operator for payment. Payment terms for the Operator are twenty (20) days after receipt of your invoice. Alwayz™ will remit payment of your invoice within ten (10) business days after receiving payment from the Operator. If the Operator fails to remit payment as provided herein, Alwayz™ will notify them that payment is delinquent. If the Operator fails to cure this deficiency within five (5) days after receipt of the notice, Alwayz™ will take any and all steps to collect the service fee permitted by applicable law. If an Operator disputes part or all of an invoice generated by a Service Provider, they must deliver notice of that dispute, including a detailed description of the deficiency(ies) in the repair service, by email to support@Alwayz™.us within ten (10) days after receipt of the invoice. Failure to submit the notice of dispute as provided herein will mean that Operator has constructively accepted the obligation to pay the full amount of the repair invoice and waive any dispute of that invoice.

Term. The term of this Agreement shall be for one (1) year commencing on the Effective Date (“Initial Term”), unless earlier terminated by the provisions set forth in Section 6.2. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each a “Renewal Term”). The Initial Term and any Renewal Term together shall be the “Term.”

Termination. We may terminate this Agreement for any reason or no reason upon forty-five (45) days' prior written notice. In addition, either Party may terminate this Agreement: (i) upon thirty (30) days' prior written notice to the other Party if the other Party breaches a material term of this Agreement, and the breach remains uncured at the expiration of such period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

Confidentiality. The Receiving Party will: (i) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (ii) not use any of the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement; and (iii) not disclose the Disclosing Party's Confidential Information to any party other than its employees, contractors, advisors, and agents, who are bound by obligations of confidentiality as restrictive as those set forth in this Agreement. If the Receiving Party is legally compelled to disclose any of the disclosing Party's Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.

Feedback. During the Term, you may elect to provide us with feedback, comments, and suggestions with respect to the Platform and/or the Website (“Feedback”). You agree that Alwayz™ shall be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you.

Restrictions on Use. You and your Authorized Users will not (and will not authorize or knowingly permit any third party to): (i) allow anyone other than Authorized Users to access and use the Platform or the Website; (ii) modify, adapt, or translate the Platform or the Website; (iii) make any copies of the Platform or the Website; (iv) resell, distribute, or sublicense the Platform or the Website; (v) remove or modify any proprietary marking or restrictive legends placed on the Platform or the Website; (vi) use the Platform or Website in violation of any Applicable Law or regulation or for any purpose not specifically permitted in this Agreement; or (vii) develop a service or program having any functional attributes, visual expressions, or other features similar to those of the Platform.

Monitoring. We have the right to monitor your and your Authorized Users' use of the Website and Platform and compliance with this Agreement. If any such monitoring reveals that you or your Authorized Users are not using the Website or the Platform in compliance with this Agreement, then you will remedy any such non-compliance within five (5) business days of receiving notice from us.

Onboarding of Authorized Users. Authorized Users must log into the Website. During the initial registration, Authorized User will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating the Authorized User's identity when he or she logs-in in the future (“Unique Identifiers”). When creating the account, Authorized Users must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of Authorized Users' Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website or the Platform. You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change Authorized Users' Passwords, Sign-In Names, or Unique Identifiers at any time and for any reason. We will not be liable for any loss or damage caused by any unauthorized use of an Authorized User's account.

Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (iv) that it (and with respect to you, your Authorized Users) shall comply with all applicable statutes, laws, ordinances, rules, and regulations (collectively, “Applicable Laws”) in performing its obligations hereunder.

Indemnification by Alwayz™. Subject to Section 10.2, we will defend, indemnify, and hold harmless you and your Authorized Users, officers, directors, managers, and employees from any and all losses, liabilities, costs, and expenses, including reasonable attorneys' fees (collectively, “Losses”) incurred by such parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from: (i) our gross negligence or willful misconduct; (ii) our breach of this Agreement; or (iii) use of the Platform and/or the Website in accordance with this Agreement infringing or misappropriating any third-party copyrights or trade secrets; provided, however, that the foregoing obligations shall be subject to your: (a) promptly notifying us of the Claim; (b) providing us, at our expense, with reasonable cooperation in the defense of the Claim; and (c) providing us with sole control over the defense and negotiations for a settlement or compromise of the Claim.

Exceptions to Our Indemnification Obligations. We are not obligated to indemnify, defend, or hold you or any third party harmless hereunder to the extent: (i) the Claim arises from or is based upon your or your Authorized Users' use of: (a) the Platform and/or the Website not in accordance with this Agreement; or (b) any unauthorized modifications, alterations, or implementations of the Platform and/or the Website made by you or at your request (other than by us); (ii) the Claim arises from use of the Platform and/or the Website in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by us; or (iii) the Claim arises from any use of the Platform and/or the Website for which they were not designed.

Indemnification by You. See Section 9 of the Terms of Use.

Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that a Party may, upon written notice to the other Party and without the consent of the other Party, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), provided that in all cases, the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver of any such right or remedy.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard for choice of law provisions thereof.

Exclusive Forum. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

Notices. All notices required under this Agreement (other than routine operational communications) must be in writing in one of the following forms. Notices shall be effective upon: (i) actual delivery to the other Party, if delivered in person, or by facsimile, or by e-mail (other than notices under Section 5.1, which may not be made via e-mail), or by national overnight courier; or (ii) five (5) business days after being mailed via U.S. postal service, postage prepaid.

Independent Contractors. The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other.

Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

Force Majeure. Neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, earthquakes, strikes, or shortages of materials or resources.

Third-Party Beneficiaries. The Parties hereby agree that the licensors of the Third-Party Components are express, intended third-party beneficiaries under this Agreement with respect to their intellectual property rights. Except as set forth in the immediately prior sentence and in Section 12.1 and Section 12.4, there are no other third-party beneficiaries under this Agreement.

Complete Understanding. This Agreement, the Terms of Use and Privacy Policy constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements.

Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or PDF), each of which will be deemed an original, but all of which together will constitute the same Agreement.

Publicity. During the Term, each Party hereby grants to the other Party a non-exclusive, non-transferable, non-assignable (except upon a permitted assignment of this Agreement) right to reproduce, use, and display such Party's trademarks, service marks, logos, trade name, corporate name, or any other proprietary designations (collectively, the “Marks”) solely to market, promote, and publicize Alwayz™ and the Platform, provided that all goodwill in and to the Marks shall remain the sole and exclusive property of the granting Party. All such uses of the Marks shall be subject to the prior approval of the granting Party with such approval not to be unreasonably withheld, conditioned, or delayed.