Reseller terms & conditions
Reseller terms & conditions
United States version. Last updated: April 2024.
ChargeLab reseller agreement
By signing an agreement with ChargeLab to resell software, the company ("Reseller") hereby enters into this Reseller Agreement with ChargeLab USA Inc. (“ChargeLab”), a Delaware corporation with a mailing address at 1049 El Monte Ave, Suite C #592, Mountain View, CA 94040.
WHEREAS ChargeLab provides a charging station management system ("CSMS") and EV charging Network Services; and WHEREAS Reseller wishes to distribute, resell, or offer some or all of the Network Services and ChargeLab is willing to make such appointment on the terms contained herein; NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions
The following definitions apply to capitalized terms in this Reseller Agreement. All other capitalized terms are defined in the body of the Reseller Agreement.
1.1. “Affiliate" means to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
1.2. "Connectivity Services" means ChargeLab's supply of SIM cards and cellular network data to Reseller and its Customers. ChargeLab is not a cellular network operator, but resells services of third-party cellular network operators and mobile virtual network operators (MVNOs). ChargeLab's current cellular network providers include Rogers, Hologram, and Twilio (KORE), however, these vendors are subject to change.
1.3. “Customer” means any entity that purchases Network Services for its own internal use, typically a third-party end customer that has purchased ChargeLab Network Services resold by Reseller.
1.4. "Documentation" means any user documentation, on any media, provided by ChargeLab for use with the Network Services.
1.5. "End User" means end users of EVCS owned or managed by Reseller or a Customer.
1.6. "EVCS" means electric vehicle charging stations, including both Level 2 charging stations ("Level 2 EVCS") and DC fast charging stations ("DCFCs").
1.7. "Network Services" means ongoing subscription access to ChargeLab’s charging station management system ("CSMS"), a proprietary software solution for connecting and administering EVCS. For Network Services, the EVCS are already, or will be, installed by a third-party at properties owned or managed by Customers.
1.8. "Territory" means the United States of America. Both parties may discuss in good faith and agree to expand the Territory to other areas if it is applicable based on terms and conditions agreed by both ChargeLab and Reseller.
2. Appointment of Reseller
2.1. Authorization and Appointment. ChargeLab hereby authorizes and appoints Reseller as a non-exclusive partner to purchase Network Services from ChargeLab and to market, sell, or incorporate for resale ChargeLab Network Services to Customers in the Territory. Reseller accepts the appointment.
2.2. Restrictions on Appointment. Reseller's authorization from ChargeLab to resell ChargeLab Service is limited to the Territory. Additional sales locations must be pre-approved by ChargeLab.
2.3. Revision of Authorization. ChargeLab reserves the right to revise the list of Network Services at any time during the term of this Reseller Agreement.
3. Software License Grant
ChargeLab hereby grants Reseller a non-transferable, non-exclusive license to use and distribute ChargeLab software and Network Services.
4. Services, Price, and Payment
4.1. Services. ChargeLab will maintain an up-to-date list of Network Services (“ChargeLab SKU List”).
4.2. Service Prices. ChargeLab SKU List shall specify recommended sales prices (“Selling Prices”). The above order form shall specify any applicable partner discount ("Partner Discount"). While ChargeLab provides recommended Selling Prices, Reseller may choose its own resale prices to bill Customers.
4.3. Advertised Service Prices. While Reseller may bill its Customers any price for Network Services, Reseller shall not publicly advertise any prices lower than the Selling Prices.
4.4. Revision of Service Prices. ChargeLab reserves the right to revise Selling Prices and Partner Discount from time to time with at least 90 days notice.
4.5. Services Payment Processing. Reseller shall bill Customers directly for Network Services. ChargeLab will invoice Reseller for any Network Services purchased for resale. All invoices shall be paid within thirty (30) days of the date of the invoice.
4.6. Taxes. Reseller shall be responsible for all taxes associated with the sale of Network Services other than US taxes based on ChargeLab’s net income.
4.7. Currency. All references in this Reseller Agreement and its Schedules to currency are to United States Dollars.
4.8. Network Services Terms and Conditions. The Network Services shall be used by Reseller and their Customers in accordance with the ChargeLab Network Services Agreement hosted at https://www.chargelab.co/terms-and-conditions/us-services.
5. EVCS Compatibility
5.1. Compatibility. ChargeLab does not guarantee functionality of the Network Services with unapproved EVCS models and firmware versions.
5.2. Third-Party EVCS Manufacturers. ChargeLab is not an EVCS manufacturer. ChargeLab shall not be responsible for the functionality of EVCS hardware.
5.3. Approved EVCS. Reseller shall consult with ChargeLab to ensure that EVCS hardware purchased is compatible with the Network Services.
5.4. New EVCS. If Reseller selects untested EVCS hardware, additional fees may apply for testing and validation.
5.5. Hardware Release. ChargeLab shall not be liable for any issues arising from unapproved hardware.
6. Connectivity Services
6.1. SIM Cards. SIM cards may only be inserted in a charging device model pre-approved by ChargeLab.
6.2. Third-Party Cellular Data Providers. ChargeLab is not a telecommunications provider and does not guarantee connectivity availability.
6.3. Data Cap. ChargeLab cellular data plans include up to 200 MB of data usage per month per SIM at a rate of $0.10 per MB for additional usage.
6.4. Configuration. Reseller shall notify ChargeLab prior to hardware shipment if they require configuration of the SIMs.
6.5. Termination of Other Services. Reseller shall be responsible for notifying ChargeLab of the removal of SIMs if the EVCS is replaced or this Agreement is terminated.
6.6. Connectivity Services Indemnification. Reseller shall indemnify ChargeLab from any claims arising out of Reseller's use of the SIMs or Connectivity Services.
7. White-label and Custom Services
7.1. White-Label Services. Reseller can offer Network Services under their own brand. ChargeLab will customize a version of select Network Services for this purpose.
7.2. License. Reseller grants ChargeLab a license to use the White-Label Brand and marks.
7.3. Multiple Services. Each Service shall be treated independently for the purposes of white-labeling.
7.4. Updates. Updates to ChargeLab’s Core Network Services will be automatically added to the White-Label Services.
7.5. Interchangeable Language within this Reseller Agreement. ChargeLab Services and White-Label Services are interchangeable for purposes of Section 7.
7.6. Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of ChargeLab’s provision of White-Label Services.
7.7. Custom Services. Reseller may request custom features, with ChargeLab owning the intellectual property related to these services.
8. ChargeLab Responsibilities
8.1. Marketing Resources. ChargeLab shall provide documents to support the marketing and sales of the Network Services.
8.2. Technical Support. ChargeLab shall provide technical support for configuration and provisioning of the Network Services.
8.3. Promotion of Reseller Products. ChargeLab will not recommend competing EVCS Products to Customers referred by Reseller.
8.4. Cooperation. ChargeLab agrees to help Reseller meet their sales goals.
8.5. Support. ChargeLab shall provide Tier 1 support to End Users of Network Services.
9. Reseller Responsibilities
9.1. Marketing. Reseller shall promote and sell Network Services in the Territory.
9.2. Employee Training. Reseller shall ensure employees are properly trained.
9.3. Cooperation. Reseller agrees to work closely with ChargeLab.
9.4. Sales Forecast. Reseller shall provide ChargeLab a quarterly sales forecast.
9.5. Reverse Engineering. Reseller will not attempt to discover the source code, object code or underlying structure of Network Services.
9.6. Support. Reseller shall respond to all technical questions from Customers.
10. Confidentiality; Proprietary Rights; Trademark
10.1. Each party agrees to protect Proprietary Information.
10.2. Ownership of Customer Data shall be assigned by order forms.
10.3. ChargeLab has the right to collect and analyze data for improving Network Services.
10.4. Reseller may use ChargeLab Marks in marketing materials as authorized.
11. Term and Termination
11.1. Initial Term of this agreement is for one year.
11.2. Automatically renews for periods equal to Initial Term unless terminated.
11.3. Either party may terminate without cause with 90 days' notice.
11.4. Termination for Cause includes material breach and insolvency.
11.5. Upon termination, Reseller must cease all distribution and use of Marks.
11.6. Obligations to pay sums owed to ChargeLab remain after termination.
12. Indemnification
12.1. Reseller shall indemnify ChargeLab against damages resulting from breaches of this Reseller Agreement.
12.2. Conditions to indemnity include notice of claims and reasonable assistance.
13. Intellectual Property Infringement
13.1. ChargeLab shall indemnify Reseller for infringement claims from the Network Services.
13.2. Conditions to indemnity include prompt notice and reasonable assistance from Reseller.
13.3. ChargeLab's indemnity obligations are limited under specified conditions.
14. Warranty and Disclaimer
ChargeLab makes no warranty that Network Services will be uninterrupted or error-free; they are provided “AS IS.”
15. Limitations of Liability
ChargeLab and its suppliers shall not be liable for certain damages or losses incurred.
16. Miscellaneous
Reseller Agreement is unenforceable if any provisions are invalid. This agreement is governed by the laws of the State of New York.