Agreement Terms and Conditions

Any party (the “Contractor”) providing any goods or services to Rove Operating, LLC, a Delaware limited liability company, or any of its affiliate entities (collectively, the “Client”), consents to and agrees to the Rove Standard Agreement Terms and Conditions (“Terms”) as set forth herein. Client and Contractor are sometimes referred to individually as a "Party" and collectively as the "Parties."

1. Goods and Services

(a) Goods and Services. Contractor will provide goods and/or services to Client in accordance with the specifications, requirements, and deliverables and the time schedule approved in writing by Client (collectively, the "Goods and Services"), in connection with the specific development, construction, installation, work location or other work to which such Goods and Services relate (the "Project").

(b) Performance of Goods and Services.

(i) Client Satisfaction. Contractor shall use its commercially reasonable efforts to perform and deliver the Goods and Services such that the results are satisfactory to Client.

(ii) Standard of Care. Contractor will perform and deliver the Goods and Services with the reasonable skill and care ordinarily provided by the proper number of experienced, skilled, and licensed professionals practicing in the same discipline and locality under similar circumstances.

(iii) Permits and Licenses. In the performance of the Goods and Services, Contractor, its employees, agents, affiliates, and subcontractors shall meet all necessary qualifications for, and hold any and all applicable licenses, authorizations, permits, or certifications required by federal, state, or local rules and regulations to conduct and provide the Goods and Services.

(iv) Training. Contractor, its employees, and subcontractors shall have taken all training and certification courses required under all applicable federal, state, and local laws, rules, and regulations.

(v) Industry Standard Credentials. Contractor represents and agrees that all Goods and Services shall be performed and delivered by staff that have the credentials then prescribed by industry standards appropriate to the Goods and Services.

(vi) Staffing and Equipment. Contractor represents that it has, or will secure at its own expense, all personnel, equipment, and subcontractors required to perform the Goods and Services, and shall be responsible for all supervision and direction of its employees and any subcontractors.

(vii) Time of the Essence; Schedules. Contractor understands that prompt performance and delivery of the Goods and Services is required by Client to meet its schedules and commitments, and time is of the essence under these Terms. If any anticipated or actual delay in meeting Client's deadlines or scheduled completion dates is caused by the unacceptable performance of any Contractor employee or any other cause within the reasonable control of Contractor, Contractor shall provide additional temporary personnel, as requested by Client and at no charge to Client, to complete the assignment in a timely manner.

(viii) Method of Providing Goods and Services. Contractor shall be solely responsible for determining the method, details, and means of performing the Goods and Services. Client will have the right to exercise general supervision over the results to be derived from the Goods and Services and the dates by which such Goods and Services will be completed, and will determine whether such Goods and Services are satisfactory to Client. Contractor may, at its own expense, employ or engage such employees, subcontractors, partners, or agents as Contractor deems necessary to perform the Goods and Services (collectively, "Subcontractors"). Subcontractors are not employees of Client, and Contractor shall be wholly responsible for the professional performance of the Goods and Services by its Subcontractors such that the results are satisfactory to Client. Contractor shall expressly advise its Subcontractors of these Terms and shall require each Subcontractor to execute and deliver to Client a mutual non-disclosure agreement on Client's standard form, without modification.

(c) Changes to Scope. If Client wishes to modify the Goods and Services, Client will provide a written request to Contractor specifying the desired changes ("Change Request"). Contractor will evaluate each Change Request at its standard rates and charges and submit a written response within five (5) business days of receipt ("Change Request Response"), including the availability of Contractor's personnel and resources and any impact on price, delivery dates, deliverables, or warranty provisions. Upon Client's written acceptance of a Change Request Response, the Goods and Services shall be amended accordingly, and shall be governed by these Terms.

2. Fees

As consideration for the Goods and Services and Contractor's other obligations under these Terms, Client shall pay Contractor the amounts agreed in writing by Client, as shown by a document executed by Client.

3. Expenses

Contractor is not authorized to incur any expenses on behalf of Client and will be responsible for all expenses incurred in performing the Goods and Services.

4. Term and Termination

(a) Term. These Terms shall govern any and all Goods and Services provided by Contractor to Client, commencing upon Client's issuance of an executed purchase order, statement of work, or other written authorization to proceed, and continuing until completion of the applicable Goods and Services or earlier termination as provided herein (the "Term"). 

(b) Termination for Convenience. Client may terminate any agreement with Contractor for its convenience upon not less than seven (7) days' written notice to Contractor. In the event of such termination, Contractor shall be paid for the portion of the Goods and Services performed prior to termination and any expenses properly incurred up to that date. Contractor waives any claim for lost profits, anticipated profits, or other consequential damages arising from a termination under this Section 4(b). 

(c) Termination for Cause. Client may terminate any agreement with Contractor immediately upon written notice, without the notice period in Section 4(b), if Contractor: (i) materially breaches these Terms or any agreement and fails to cure such breach within five (5) business days after written notice (or immediately, without opportunity to cure, if the breach involves a safety violation, loss of a required license or permit, or fraud); (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings; or (iii) fails to maintain the insurance required under Section 8. Upon termination for cause, Client's payment obligations shall be limited to amounts owed for conforming Goods and Services actually accepted by Client prior to termination, less any costs Client incurs to complete or correct the Goods and Services using another party. 

5. Independent Contractor

(a) Contractor's relationship with Client is that of an independent contractor, and not an employee, agent, joint venturer, or partner of Client, for purposes of these Terms or any agreement.  Nothing herein creates an employer-employee relationship between Contractor and Client, or between Client and any employee, agent, or subcontractor of Contractor. Contractor and its employees, agents, and subcontractors are not employees of Client for any purpose, including tax purposes. Contractor retains the right to perform services for others, subject to Section 10.

(b) No Authority to Bind Client. Contractor and its Subcontractors have no authority to enter into contracts binding Client or creating obligations on Client's behalf without Client's prior written authorization.

(c) No Benefits. Contractor and its Subcontractors are not eligible for any Client employee benefits, and Contractor (on behalf of itself and its employees) expressly declines participation in any such benefits.

(d) Taxes; Indemnification. Contractor is fully responsible for all applicable taxes on compensation paid to Contractor or its Subcontractors, including withholding requirements, and for compliance with applicable labor and employment requirements, including workers' compensation coverage and immigration requirements. Contractor shall indemnify, defend, and hold Client harmless from any liability, claims, penalties, or interest relating to such taxes, labor, or employment requirements, including liability imposed on Client by taxing authorities in connection with compensation paid to Contractor or its Subcontractors.

6. Intellectual Property Rights

(a) Contractor will promptly disclose to Client all work product, inventions, works of authorship, designs, methods, processes, procedures, discoveries, analyses, data collections, technology, patterns, techniques, and proposed slogans, logos, domain names, and other indicia of origin created, authored, invented, reduced to practice, discovered, learned, or developed by Contractor (solely or jointly) during the Term that relate to or result from performance of the Goods and Services, whether on Client's premises or elsewhere (collectively, "Client Work Product")

(b) All rights to patents, copyrights, trademarks, trade secrets, rights of inventorship, rights of authorship, or other intellectual property rights ("Intellectual Property Rights") embodied by or subsisting in any Client Work Product are the exclusive property of Client, including (i) all rights to derivative works, developments, or improvements based on Client Work Product, and (ii) all rights to sue for past, present, and future infringement or misappropriation and recover related damages or proceeds (collectively, "Client Intellectual Property").

(c) Contractor (i) transfers and assigns to Client, without further consideration, all right, title, and interest in and to Client Intellectual Property, and (ii) waives any "moral rights" in Client Work Product, including the right to restrain or claim damages for distortion, mutilation, or other modification.

(d) Contractor will, at Client's expense, execute documents and take actions (including giving testimony) reasonably requested by Client, at any time during or after the Term, to confirm, register, protect, and enforce Client's rights in Client Intellectual Property and Client Work Product. Contractor irrevocably appoints Client as its attorney-in-fact to execute such documents on Contractor's behalf, an appointment coupled with an interest.

(e) Contractor will not use Client's or its affiliates' trademarks, service marks, or trade names in advertising or publicity without Client's prior written consent, except that Contractor may reference its engagement by Client on its resume or similar professional materials.

(f) Upon expiration or termination of any agreement or the Goods and Services, Contractor will have no further rights in Client Work Product and will make no further use or disclosure of it.

7. Indemnification

(a) To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Client, Rove Charging, LLC, Rove Asset Holdings, and their affiliates, officers, directors, members, owners, interest holders, agents, employees, successors, and assigns ("Client Group") from and against all suits, actions, claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from performance of the Goods and Services, including without limitation claims (i) attributable to Contractor's breach of these Terms, (ii) for personal injury, bodily injury, or property damage, and (iii) for infringement of copyright, patent, or other proprietary right. 

(b) Construction Contract Savings Clause. Notwithstanding Section 7(a), to the extent this Section 7 applies to a "construction contract" as defined in California Civil Code Section 2783, this indemnification obligation shall not require Contractor to indemnify the Client Group for liability arising from the Client Group's own active negligence or willful misconduct, or from defects in design furnished by the Client Group, and this Section 7 shall be construed and enforced consistent with California Civil Code Sections 2782 and 2782.05. 

8. Insurance

(a) Insurance Coverage. In addition to any other insurance Contractor may be required or choose to carry, Contractor shall, at its sole expense, maintain at all times during performance of the Goods and Services, insurance with limits not less than those below, with insurers licensed in California and reasonably acceptable to Client, naming Client and Client Group as additional insureds, and including a cross-liability clause:

i. Commercial General Liability — $2,000,000 per occurrence / $2,000,000 annual aggregate for bodily injury or death and property damage, including loss of use thereof.

 ii. Comprehensive Automobile Liability (owned, non-owned, hired) — $3,000,000 combined single limit per occurrence.

iii. Statutory Workers' Compensation and Employers' Liability — $1,000,000 per occurrence, or higher if required by statute. iv. Umbrella/Excess Liability — $5,000,000 combined single limit.

v. Errors and Omissions / Professional Liability — $3,000,000 per claim / $5,000,000 annual aggregate, with an extended reporting period expiring no earlier than one year after delivery of the Goods and Services and a retroactive date preceding commencement of the Goods and Services.

(b) Insurance proceeds received by Client reduce, but do not eliminate, Contractor's other obligations under these Terms; Contractor is responsible for all deductibles and retentions.

(c) Client shall be named additional insured on each policy except those in 8(a)(iii) and 8(a)(v).

(d) All policies shall waive subrogation against Client and Client Group (except the policy in 8(a)(v)), and the policies in 8(a)(i), (ii), and (iv) shall be primary and non-contributory with any Client insurance.

(e) Contractor shall cause its Subcontractors to procure equivalent insurance; if Contractor fails to acquire required coverage, Client may do so and charge Contractor.

(f) Each policy shall require the insurer to provide Client at least 30 days' prior written notice of change or cancellation (10 days for non-payment).

9. Supervision of Contractor's Goods and Services

Services will be performed as agreed between Contractor and a Client-designated representative ("Representative"). Contractor will report to the Representative regarding the Goods and Services performed under these Terms, with the nature and frequency of reports left to the Representative's discretion. 

10. Consulting or Other Services for Competitors

Contractor represents and warrants that it does not presently perform, and will not perform while providing the Goods and Services, consulting or other services for, or engage or intend to engage in an employment relationship with, any company whose business involves products or services competitive with Client's products or services (including those proposed or in development) during the Term.

11. Confidential Information

Contractor shall, as a condition of providing any Goods and Services, execute Client's standard Mutual Nondisclosure Agreement (the "NDA") if requested by Client, which shall be incorporated into and binding under these Terms and shall continue for three (3) years after the earlier of (a) termination of any agreement between the Parties, or (b) completion of all Goods and Services.  Contractor shall advise its Subcontractors of the NDA's terms. Independent of the NDA, any information revealed, obtained, or developed in connection with the Project is Client's confidential and proprietary information ("Confidential Information"), limited in access to Contractor personnel working on the Project, and not to be disclosed to third parties without Client's prior written consent, except to: (1) Contractor personnel who need to know it to perform work on the Project; (2) Subcontractors who need it to perform work on the Project and whose contracts include equivalent confidentiality restrictions; or (3) disclosure required by law. If the NDA and this Section 11 conflict, the provision affording Client greater protection controls.

12. Conflicts with these Terms

Contractor represents and warrants that neither it nor any Subcontractor is under any pre-existing obligation conflicting with these Terms, that performance of these Terms will not breach any confidentiality obligation owed to a third party, and that Contractor has the right to disclose and use, without liability to any third party, all ideas, processes, techniques, and information it discloses to or uses on behalf of Client.

13. Mechanics Liens

(a) Duties and Obligations. Contractor shall keep Client's property and premises (including the Project site, "Site," and any Client "Facilities") free of all mechanic's, supplier's, and materialmen's liens, claims, encumbrances, and stop notices resulting from Contractor's Goods and Services. Contractor will furnish, upon request, receipts and releases showing all costs of the Goods and Services have been paid and no third-party liens exist. If any lien, encumbrance, or stop notice is filed against the Site or Facilities relating to Contractor's Goods and Services (other than as a result of Client's failure to pay Contractor), Contractor shall immediately discharge it or bond over it, and pay all related costs, expenses, and fees (including reasonable attorneys' fees).

(b) Indemnity. Final payment to Contractor does not relieve Contractor of its obligation to discharge and release any lien filed before or after payment, and CONTRACTOR AGREES THAT IT IS STRICTLY LIABLE FOR AND SHALL, WITHOUT LIMIT AND AT ITS OWN COST, FULLY INDEMNIFY, DEFEND, AND HOLD THE CLIENT GROUP HARMLESS FROM AND AGAINST ALL CLAIMS FOR LIENS OR DAMAGES RESULTING FROM THE FILING, PROSECUTION, OR EXECUTION OF SUCH LIENS ARISING OUT OF OR RELATED TO THE GOODS AND SERVICES, EXCEPT TO THE EXTENT DUE TO CLIENT'S NEGLIGENCE OR NON-PAYMENT.

(c) Notice. Contractor shall immediately notify Client in writing of any lien notice or notice of intent to file a lien relating to the Goods and Services, and provide all related information and documentation.

14. Claims and Disputes

(a) Meeting. Upon a dispute regarding the Goods and Services, and upon 4 business days' notice (or earlier if arranged), the Parties shall meet in person, by conference call, or other means to discuss resolution.

(b) Mediation. If a dispute is not resolved by the Meeting, the Parties agree to mediation with a neutral mediator, selected by agreement or, absent agreement, under the AAA Commercial Mediation Rules, within 30 days of the Meeting (or as otherwise agreed). Mediation is a condition precedent to arbitration under Section 14(c). Mediation costs are shared equally.

(c) Arbitration. If mediation does not resolve the dispute, the Parties agree to confidential, binding arbitration under the AAA Commercial Arbitration Rules then in effect, held in Costa Mesa, Orange County, California. The arbitrator's award will be final, and judgment may be entered in the U.S. District Court for the Central District of California, or, if that court lacks jurisdiction, the Superior Court of California, County of Orange. The Parties consent to the jurisdiction and venue of such courts for purposes of enforcing an arbitration award and will not contest jurisdiction or venue for that purpose. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute regarding the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or part of it is void or voidable. 

(d) Consolidation or Joinder.

(i) Subject to the AAA Rules, either Party may consolidate an arbitration under these Terms with another arbitration to which it is a party if (1) the other arbitration agreement permits consolidation, (2) the arbitrations substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and arbitrator-selection methods.

(ii) Subject to the AAA Rules, either Party may join persons or entities substantially involved in a common question of law or fact whose presence is required for complete relief, provided the party to be joined consents in writing. Consent to joinder as to one claim does not constitute consent as to any other claim not described in the written consent.

(iii) Any person or entity joined or consolidated into an arbitration under this Section 14(d) has the same joinder/consolidation rights as the Parties.

(e) Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF, OR RELATING TO THESE TERMS OR ANY RELATED TRANSACTION OR DOCUMENT.

15. Miscellaneous

(a) Governing Law. These Terms are governed by California law, without regard to conflicts-of-law principles.

(b) Entire Agreement; Controlling Agreement. These Terms are the entire agreement between the Parties regarding their subject matter and supersede all prior discussions and agreements, other than the NDA. In the event of a conflict between these Terms and any other written agreement between the Parties (including agreements executed after publication of these Terms), these Terms control unless the other written agreement expressly identifies, by section number, the specific provision(s) of these Terms it is intended to supersede and is mutually executed by both Parties, in which case the express override controls solely as to those identified provisions. 

(c) Waivers. No delay or failure to require performance of any provision constitutes a waiver as to that or any other instance.

(d) Successors and Assigns. These Terms bind and benefit the Parties' successors, assigns, heirs, executors, administrators, and legal representatives. Client may assign its rights and obligations under these Terms, including to an affiliate or in connection with a merger, reorganization, or sale of assets, without Contractor's consent. No other party may assign its rights or obligations without Client's prior written consent.

(e) Notices. Notices must be in writing and are deemed given when delivered personally, by overnight courier, by email (upon transmission, absent an error or bounce-back message), or 48 hours after deposit in the U.S. mail as certified or registered mail, postage prepaid. Notices to Client go to the address below; notices to Contractor go to Contractor's most recent address in Client's books and records, unless Contractor provides a different address in writing.

To Client: Rove Operating, LLC 2619 Manhattan Beach Boulevard Redondo Beach, CA 90278 Attention: Chief Executive Officer Email: notices@rovecharging.com

WITH A COPY TO: legal@rovecharging.com  AND notices@rovecharging.com

Either Party may, in its sole discretion, deliver documents or notices electronically. The Parties consent to (i) conduct business electronically, (ii) receive documents and notices electronically, and (iii) sign documents electronically and participate through an online system established by Client or a third party.

(f) Severability. If a provision is held unenforceable, the Parties will negotiate in good faith to replace it; absent agreement, the provision is excluded, the balance of these Terms is interpreted as if it were excluded, and the balance remains enforceable. This Section 15(f) applies independently to the arbitration provisions in Section 14; if any part of Section 14 is held unenforceable, the remainder of Section 14 remains in force to the maximum extent permitted by law. 

(g) Acceptance. Contractor accepts these Terms, and by taking any action toward delivery or performance of the Goods and Services, agrees to be fully bound. 

(h) Attorney Fees and Costs. In any legal action (including arbitration) to enforce or interpret these Terms, the prevailing party, as determined by the court or arbitrator, is entitled to recover its reasonable attorneys' fees and costs.

(i) Limitation of Liability. IN NO EVENT SHALL CLIENT BE LIABLE TO CONTRACTOR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY AGREEMENT BETWEEN THE PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION 15(i) LIMITS CONTRACTOR'S LIABILITY TO CLIENT, WHICH REMAINS UNCAPPED. 

(j) Modification of Terms. Client may amend or modify these Terms from time to time by posting the updated Terms at Client's website and providing notice to Contractor (which may be by email to Contractor's address on file). Amendments apply prospectively only and do not apply to any dispute, claim, or Goods and Services that arose or commenced before the amendment's effective date. Contractor's continued provision of Goods and Services after the effective date of an amendment constitutes Contractor's acceptance of the amended Terms. 

(k) Non-Solicitation. During the Term and for twelve (12) months thereafter, Contractor shall not, directly or indirectly, solicit for employment any employee of Client with whom Contractor had contact in connection with the Goods and Services, without Client's prior written consent. 

(l) Data Protection. To the extent Contractor collects, processes, or has access to personal information or Client data (including in connection with any technology, software, or EV charging network Goods and Services), Contractor shall comply with applicable data protection laws (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act), maintain reasonable administrative, technical, and physical safeguards, and notify Client promptly (and in no event later than 48 hours after discovery) of any actual or suspected unauthorized access to or disclosure of Client data. 

(m) Safety Compliance. Contractor shall comply with all applicable Cal/OSHA and other occupational safety requirements in performing the Goods and Services, and shall be responsible for the safety of its and its Subcontractors' personnel and equipment on any Client Site or Facility. 

(n) Survival. The provisions of Sections 1(b), 4(b), 5, 6, 7, 8, 11, 13, 14, 15(a), 15(c)–(m), and 16 survive termination of any agreement between the Parties. 

16. Warranties

(a) General Warranty. Contractor represents and warrants that all Goods and Services will: (i) conform to the specifications, requirements, and deliverables approved in writing by Client; (ii) be performed in a professional and workmanlike manner consistent with the standard of care in Section 1(b)(ii); (iii) be free from defects in material, workmanship, and design; (iv) comply with all applicable laws, codes, and industry standards, including without limitation the California Building Code, National Electrical Code, applicable UL listing standards for EV charging equipment, and applicable accessibility requirements (including California Building Code Chapter 11B and the ADA); (v) be new and unused unless otherwise agreed in writing, and free of liens, encumbrances, and security interests; and (vi) not infringe or misappropriate any third party's intellectual property rights.

(b) Equipment Warranty. For any Goods constituting EV charging equipment, hardware, or other durable goods, Contractor further warrants such Goods against defects in material and workmanship for not less than the greater of (a) any statutory warranty imposed by law, or (b) twenty-four (24) months from Client's final acceptance, (the "Warranty Period"), and shall assign or pass through to Client the full benefit of all applicable manufacturer warranties, cooperating in their enforcement at no cost to Client.

(c) Remedy. If any Goods or Services fail to conform to these warranties during the Warranty Period, Contractor shall, at Client's election and Contractor's sole cost, promptly repair, replace, or re-perform the nonconforming Goods or Services. If Contractor fails to commence cure within ten (10) business days after written notice, Client may perform or engage a third party to cure, at Contractor's expense, without waiving any other right or remedy.

(d) No Disclaimer; Cumulative Remedies. Nothing in this Section 16 limits or waives any implied warranty of merchantability, fitness for a particular purpose, or other warranty available to Client under the California Commercial Code or other applicable law. Remedies under this Section 16 are cumulative and not exclusive of any other remedy available to Client, including under Section 7.

(e) Survival. The warranties and remedies in this Section 16 survive final payment, acceptance, and any termination or expiration of these Terms.