Red E Charge, LLC

General Terms and Conditions

Purchase of Products and / or Services

1. Agreement.

These General Terms and Conditions (“Terms”) govern

Company’s purchase of electric vehicle (EV) charging

stations and related services from Red E.

All requests for the purchase of products and services or

modifications of products and services purchased from Red

E are subject to acceptance or rejection by Red E in its sole

discretion.

When Red E issues an Invoice to Company and Company

accepts the Invoice, these Terms, and Exhibits A, B, and C

to these Terms are incorporated by reference and together

constitute the full and final agreement between Red E and

Company (“Agreement”).

Any additional printed terms and / or conditions in

Company’s purchase order or other documents conflicting

with or adding to these terms, shall be of no force and

effect, unless an authorized representative of Red E agrees

in writing to accept such additional terms and /or

conditions.

Company accepts an Invoice when it: 1) signs the Invoice

(physically or electronically); 2) indicates in writing that it

accepts the invoice including by email; 3) makes any

payment on the Invoice, including a deposit; or 4) creates

an account on the Red E Customer Portal.

This Agreement may not be modified by course of dealing,

course of performance or usage of trade. This Agreement

supersedes all previous written or oral quotations,

statements, or agreements.

2. License.

When the Invoice provides for installation or servicing of

Red E products and / or services, Company grants a non-

exclusive irrevocable license to Red E to install and service

the EV Charging Stations at the Site, for the Term and any

Renewal Term.

3. Initial Inspection Period.

Notwithstanding anything to the contrary contained in this

Agreement, if the Invoice provides for the installation of

EV Charging Stations or other Equipment, Red E shall

have a period of up to thirty (30) days from when Red E

receives Utility Sign Off, to determine that the Site is

satisfactory for the installation of EV Charging Stations at

the price on the Invoice.

If Red E determines in its sole and exclusive discretion,

that the Site is not satisfactory for the installation of EV

Charging Stations it must give written notice to the

Company within seven (7) days that the Site is not suitable

for installation of EV Charging Systems, at which point

any services for the installation of EV Charging Systems

shall be stricken from Invoice and payment made by the

Company for the installation of EV Charging Systems or

Equipment will be refunded to Company.

4. Application for Grants and / or Rebates.

If requested by Company Red E may, but is not obligated

to, provide guidance or assistance in the preparation and

submission of applications for grants and rebates related to

the installation and use of EV Charging Stations, at no

charge to the Company.

5. Delivery / Shipping.

Shipping Costs. The cost of shipping is indicated on the

Invoice.

Shipping Terms. All shipping, unless otherwise indicated

on the Invoice shall be F.O.B. Red E’s point of shipment,

freight prepaid. Delivery by Red E to the point of shipment

(i.e., the location of Red E's warehouse) constitutes

delivery to the Company, and title and all risk of loss or

damage in transit shall pass to the Company at the time of

delivery at the F.O.B. point. Red E is not responsible for

breakage after having received “in good order” receipts

from the carrier. Company is responsible for pursuing any

damage claims with the carrier. No allowance will be made

in lieu of transportation if the Company accepts shipment

at factory, warehouse or freight station or otherwise

supplies its own transportation. Freight prepaid is defined

as: A) Shipments to destinations within the continental

United States to the accessible common carrier point

nearest the first destination. B) Shipments to U.S.

destinations outside the continental United States shall be

to the common carrier free delivery point in the United

States nearest the original port of embarkation. All charges

associated with F.A.S., C.I.F., or other charges such as pier

transfer, lift, ocean freight, and marine or war insurance

shall be paid by the Company, unless otherwise specified

in the Invoice. In no event will Red E be responsible for

demurrage or detention charges. All shipping dates are

approximate and are based upon prompt receipt of all

necessary information and required payments from

Company.

Transfer of Title. Delivery of the Equipment to Company

shall be completed upon delivery of the Equipment to

Company’s freight forwarder. Red E shall use

commercially reasonable efforts to deliver the Equipment

ordered by Company on or before the scheduled delivery

date. Unless otherwise agreed in the Invoice, all Equipment

ordered by Company shall be packed for shipment and

storage in accordance with Red E’s standard commercial

practices. It is Company’s obligation to notify Red E of

any special packaging requirements (which shall be at

Company’s expense). All claims for non-conforming

shipments must be made in writing by Company to Red E

within twenty (20) days of Company’s receipt of the

Equipment. Any claims made after such period shall be

deemed waived and released.

Substitutions. Red E shall have the right to make

substitutions and modifications to the Equipment and the

specifications of the Equipment to be delivered under the

terms of any applicable Invoice, provided that such

substitutions or modifications will not significantly alter

the performance, functionality, or safety of the Equipment.

Red E assumes no liability for deviation from published

dimensions and descriptive information not essential to

proper performance of the product.

6. Installation and Site Preparation.

If the Invoice provides for the installation of EV Charging

Stations, Red E will plan, prepare, and install the Charging

Stations at the Site. In some cases, Red E may need to

prepare the Site, this includes but is not limited to,

electrical service upgrades, installing conduit runs, running

wiring, installing cell repeaters, ensuring cellular coverage

and other Site work necessary to prepare the Site. Any

costs associated with preparing the Site are covered in the

Invoice. Red E may elect to use third parties for these

services at its sole and exclusive discretion. Red E cannot

guarantee a specific date when the EV Charging Stations

will be installed. However, in most cases Red E will install

the EV Charging Stations within 6 months of the

completion of any necessary Site preparations.

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7. Warranty, Extended Warranty, and Limitation of

Liability.

OEM Warranty. The EV Charging Stations are covered by

the terms of original manufacture warranty that comes with

the EV Charging Stations (“OEM Warranty”). RED E

DOES NOT PROVIDE ANY ADDITIONAL

WARRANTY OUTSIDE THE OEM WARRANTY. A

copy of the OEM Warranty can be obtained by reaching

out to an authorized Red E representative.

Disclaimer of Warranties. EXCEPT FOR THE OEM

WARRANTY PROVIDED WITH THE EV CHARGING

STATIONS, RED E MAKES NO WARRANTIES,

EITHER EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, WITH RESPECT TO THE

PERFORMANCE OF THE EV CHARGING STATIONS,

OR ANY PRODUCTS AND OR SERVICES PROVIDED

UNDER THE INVOICE. RED E EXPRESSLY

DISCLAIMS ALL OTHER WARRANTIES,

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTIES OF NON-INFRINGEMENT OF THIRD-

PARTY RIGHTS, MERCHANTABILITY, AND

FITNESS FOR A PARTICULAR PURPOSE. RED E

DOES NOT WARRANT THAT THE OPERATION OF

THE EV CHARGING STATIONS WILL BE

UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability. NOTWITHSTANDING

ANYTHING TO THE CONTRARY CONTAINED IN

THIS AGREEMENT, EXCEPT FOR A PARTY’S

INDEMNIFICATION OBLIGATIONS HEREUNDER, IN

NO EVENT SHALL RED E BE LIABLE TO COMPANY

FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL OR PUNITIVE DAMAGES

ARISING OUT OF THESE TERMS OR THE

TRANSACTIONS CONTEMPLATED HEREUNDER,

WHETHER FOR BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE), OR OTHERWISE, AND

WHETHER OR NOT SUCH PARTY OR ITS AGENTS

HAVE BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES.

COMPANY’S SOLE REMEDY FOR ANY BREACH BY

RED E OF ITS OBLIGATIONS OR WARRANTIES

UNDER THESE TERMS SHALL BE LIMITED TO, AT

RED E’S OPTION, EITHER THE REPAIR OR

REPLACEMENT OF THE EV CHARGING STATIONS

THAT DO NOT CONFORM TO THE SPECIFICATIONS

SET OUT IN THE INVOICE, OR A REFUND BY RED E

OF ALL OR A PART OF THE PURCHASE PRICE OF

THE NON-CONFORMING EV CHARGING STATIONS.

Warranty Exclusions. The OEM Warranty set forth in this

Agreement is subject to certain exclusions as more fully set

forth in the OEM Warranty. COMPANY HAS BEEN

INFORMED AND UNDERSTANDS THAT, IN THE

EVENT ANY SUCH EXCLUSION BECOMES

APPLICABLE, ALL REPRESENTATIONS AND

WARRANTIES CONTAINED IN THIS AGREEMENT

SHALL IMMEDIATELY BECOME NULL AND VOID.

Exclusive Remedies. THE REMEDIES PROVIDED IN

SECTION 7 ARE COMPANY’S SOLE AND

EXCLUSIVE REMEDIES, AND THEY REPLACE ANY

OTHER RIGHTS OR REMEDIES THAT COMPANY

MAY HAVE AGAINST RED E WITH RESPECT TO

THE NON-CONFORMANCE OF THE EV CHARGING

STATIONS OR OTHER PRODUCTS AND/OR

SERVICES PROVIDED BY RED E UNDER THE

INVOICE.

8. Extended Warranty – Labor Only.

The service covered by this Section 8 is only applicable

if the Operation & Maintenance Plan is purchased on

the Invoice.

If Company has purchased the Operation & Maintenance

Plan as reflected by the Invoice, the Operation &

Maintenance Terms and Conditions attached as Exhibit B

shall apply.

9. Subscription to Red E – Enterprise Software.

All EV Charging Stations sold by Red E are designed to

work on and require a subscription to Red E’s cloud-based

application services (“Red E – Enterprise Software”),

which provides features such as remote monitoring and

control, usage reporting, and customer support.

If the Invoice provides for the purchase of EV Charging

Stations or the purchase of Red E – Enterprise Software,

Company agrees to be bound by the Red E – Enterprise

Software terms and conditions in addition to these Terms.

The Red E – Enterprise Software Terms and Conditions are

attached as Exhibit C.

10. Payment of Invoices.

Payment. Unless otherwise indicated on the Invoice, all

payments will be due and payable to Red E in cash on the

Effective Date.

Finance Charges. Unless otherwise indicated on the

Invoice, Company agrees to pay finance charges on the

unpaid balance of all amounts, less any applicable

payments and credits, from the Effective Date at a rate of

three percent (3%) per month, or the highest applicable and

lawful rate on such unpaid balance, whichever is lower.

Remedies for Non-Payment. Upon Company failing to

cure any default of the payment terms in this Section 10 of

Terms for seven (7) days after receipt of written notice by

Red E of such breach, Red E may, in addition to any other

rights or remedies it may have at law, under these Terms,

or otherwise: 1) declare the entire balance of Company’s

account immediately due and payable; 2) foreclose any

security interest in any such goods delivered; 3) deduct

outstanding amounts from any charging fees the Company

may be entitled to due to use of the Red E - Enterprise

Software; 4) refuse to deliver any of the products or

services provided for in the Invoice; 5) terminate the

Invoice; and / or 6) Disable the EV Charging Stations or

Red E - Enterprise Software.

In the event of any dispute, Red E shall be entitled to

recover all reasonable costs and expenses, including but

not limited to any costs of collection incurred by Red E, in

connection with the enforcement of these Terms including

all reasonable attorneys’ fees.

Set-off. Company shall not be entitled to any reduction by

set-off or otherwise without the express written consent of

Red E’s Chief Financial Officer, except if such set-off is as

a result of a right to a refund under these Terms.

Taxes, Duties, and Shipping Fees. Unless otherwise

indicated on the Invoice all taxes, duties, and shipping fees

of any sort shall be the sole cost and responsibility of the

Company.

11. Security Interest.

Red E shall retain a purchase money security interest in the

EV Charging Stations and other products delivered to

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Company under the Invoice until entire purchase price is

paid to Red E by Company. Company hereby grants to Red

E a security interest in all of the right, title and interest of

Company in and to the EV Charging Stations and other

products delivered by Red E under the Invoice. The

security interest granted herein shall secure the payment of

all amounts due and owing under this Agreement.

Company hereby authorizes Red E to file all financing

statements and other documents deemed necessary by Red

E to perfect the security interest granted herein.

Company hereby waives any rights Company may have to

require Red E to proceed against any person or property,

and hereby waives any rights Company may have to

require Red E to proceed in any particular order against

any person or property.

Company hereby agrees that Red E may accelerate the

maturity of the obligations secured by this security interest

upon the occurrence of default of these Terms.

Upon payment in full for the products and / or services

delivered under Invoice, Red E shall promptly file a

termination statement or other documented needed to

discharge any applicable security interest of Red E.

12. Termination.

Red E and Company agree that the products and / or

services provided for on the Invoice may be terminated in

the following manner:

a. At the expiration of the Term;

b. Pursuant to Section three (3) of these Terms;

c. Pursuant to Section ten (10) of these Terms; and

d. Upon the default of Company under the

Agreement.

Any termination of the Agreement shall be

accompanied by notice of the same in accordance

with the notice requirements of these Terms.

13. Effect of Termination

Upon the termination of this Agreement:

Red E shall have the right, at its option, to enter

the Site and to remove any of the EV Charging

Stations or other equipment installed by and

owned by Red E;

All amounts owing to Red E shall become

immediately due and payable upon termination;

Company shall be liable for any and all costs

and expenses incurred by Red E in connection

with the removal of the EV Charging Stations,

other equipment installed by Red E, and any

and all EV rebates Red E must return;

Company shall cease its use of any intellectual

property or licenses granted by Red E to

Company; and

Company will return any materials that Red E

provided to Company during the Term of this

Agreement.

Termination of this Agreement by either Red E or

Company for any reason shall not relieve the parties of any

obligations accrued under this Agreement.

Nothing in this Section 13 shall serve to limit any rights

and remedies Red E would have against Company for

termination of this Agreement.

14. Intellectual Property.

Company shall not: (i) create derivative works based on the

products and / or services provided by Red E or its supplier

of such products and / or services; (ii) copy, frame or

mirror any part or content of the  products and / or services

provided by Red E or its supplier of such products and / or

services; (iii) reverse engineer any products and / or

services provided by Red E or its supplier of such products

and / or services; or (iv) access the products and / or

services provided by Red E for any improper purpose

whatsoever, including, without limitation, in order to (A)

build a competitive product or service or (B) copy any

features, functions, interface, graphics or “look and feel” of

the products and / or services provided by Red E or its

supplier of such products and / or services.

All right, title and interest in and to any intellectual

property related in any way to the Equipment is, and shall

remain, the exclusive property of Red E. The term

“intellectual property” shall mean, for purposes of these

Terms, all of a party’s patents, patent applications, patent

rights, copyrights, moral rights, algorithms, devices,

application programming interfaces, databases, data

collections, diagrams, inventions, methods and processes

(whether or not patentable), know-how, trade secrets,

trademarks, service marks and other brand identifiers,

network configurations and architectures, proprietary

information, protocols, schematics, specifications, software

(in any form, including source code and executable code),

techniques, interfaces, URLs, web sites, works of

authorship, and all other forms of technology, in each case

whether or not registered with a governmental entity or

embodied in any tangible form and all rights and forms of

protection of a nature similar to any of the foregoing or

having equivalent effect anywhere in the world in any way

arising prior to or during the term of these Terms.

Any software or computer information, in whatever form

such information is provided with the products and / or

services purchased from Red E is licensed to Company

solely pursuant to Red E – Enterprise Software Terms and

Conditions or its supplier of such software or computer

information which licenses are hereby incorporated by

reference. Red E does not warrant that such software or

computer information will operate error-free or without

interruption, and warrants only that during the warranty

period applicable to the EV Charging Stations, the software

will perform its essential functions. If such software or

computer information fails to conform to such warranty,

Red E will, at its option, provide an update to correct such

non-conformance or replace the software or computer

information with the latest available version containing a

correction. Red E shall have no other obligation to provide

updates or revisions.

15. Confidentiality.

Company acknowledges that Confidential Information of

Red E, including trade secrets and valuable business

information, is to be kept confidential for two (2) years

following termination. Company agrees to exercise due

diligence to protect the integrity of Red E's Confidential

Information and to not analyze, modify, or reverse

engineer it. Company further agrees to Red E's restrictions

due to their legitimate business interests. Company

consents to Red E's use of its name in marketing materials.

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16. Carbon Credits.

Unless otherwise indicated on the Invoice, Red E shall

have exclusive rights as it relates to any Carbon Tax

Credits and any other credits that result from the use or

existence of the EV Charging Stations.

17. Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in

accordance with the laws of the State of Michigan, without

regard to its conflict of laws principles. Any disputes,

actions, claims, or causes of action arising out of or in

connection with this Agreement shall be exclusively

subject to the jurisdiction of the state and federal courts

located within the State of Michigan. The parties hereby

submit to the personal jurisdiction and venue of such courts

for the purpose of resolving any such disputes.

18. Injunctive Relief.

In the event of a breach or threatened breach by the

Company of any provision of this Agreement, Red E shall

be entitled, in addition to any other rights and remedies

available to it at law or in equity, to seek injunctive relief

or specific performance to enforce the provisions of this

Agreement without the need to post a bond or other

security. The pursuit of injunctive relief by Red E shall not

limit or prejudice any other rights or remedies available to

Red E under this Agreement or at law.

19. Amendment.

This Agreement may only be amended or modified by a

written agreement signed by both Red E and Company. No

oral or implied amendment or modification shall be

binding on either party.

20. Miscellaneous Provisions.

Severability. In the event that any provision of this

Agreement is determined to be unenforceable or invalid

under applicable law or by a court of competent

jurisdiction, such provision shall be modified or limited to

the extent necessary to render it enforceable and valid. If

such modification or limitation is not possible, the

unenforceable or invalid provision shall be severed from

this Agreement, and the remaining provisions shall remain

in full force and effect. The parties shall make good faith

efforts to replace the unenforceable or invalid provision

with a valid and enforceable provision that achieves, to the

extent possible, the original intent and economic effect of

the severed provision.

Attorneys’ Fees. In the event that any action at law or in

equity is necessary to enforce the terms of this Agreement,

the prevailing party shall be entitled to recover its

reasonable attorneys' fees, costs, and expenses incurred in

connection with such action, in addition to any other relief

to which the prevailing party is entitled.

Force Majeure. Neither party shall be liable for any failure

or delay in the performance of its obligations under this

Agreement if such failure or delay is caused by acts of

God, fire, flood, war, terrorism, government action, or any

other event beyond the reasonable control of the party

("Force Majeure Event"). The party affected by the Force

Majeure Event shall promptly notify the other party in

writing of the Force Majeure Event and its expected

duration. During the continuance of the Force Majeure

Event, the affected party's obligations under this

Agreement shall be suspended to the extent and for the

duration of such Force Majeure Event. The affected party

shall use reasonable efforts to mitigate the effects of the

Force Majeure Event and to resume performance under this

Agreement as soon as reasonably practicable.

Headings. The headings used in this Agreement are for

convenience only and shall not be deemed to limit,

interpret, or affect the provisions of this Agreement.

Waiver. The failure of either party to enforce any provision

of this Agreement shall not be deemed a waiver of future

enforcement of that or any other provision. No waiver of

any provision of this Agreement shall be effective unless it

is in writing and signed by the waiving party.

Counterparts and Electronic Signatures. This Agreement

may be executed in any number of counterparts, each of

which shall be deemed an original, but all of which

together shall constitute one and the same instrument. This

Agreement may be executed and delivered by facsimile,

email, or other electronic means, and such facsimile, email,

or electronic signature shall be deemed an original for all

purposes.

Further Assurances. Each party agrees to promptly execute

and deliver, or cause to be executed and delivered, any

further documents, instruments, or agreements and to take

any further actions that may be necessary or desirable to

give full effect to this Agreement and to carry out its

provisions. Each party shall cooperate fully with the other

party and provide any reasonable assistance that may be

required to complete any such further documents,

instruments, or agreements or to take any such further

actions.

Voluntary and Informed Execution. The parties hereby

acknowledge that they have read and understood the terms

and conditions of this Agreement, and that they have

voluntarily and knowingly executed this Agreement

without any duress, coercion, or undue influence. Each

party further acknowledges that they have had the

opportunity to seek independent legal advice regarding the

terms and implications of this Agreement, and that they

have executed this Agreement with full knowledge and

understanding of its contents.

Notices. Any notice, request, demand, or other

communication required or permitted to be given by either

party under this Agreement shall be in writing and shall be

deemed to have been effectively given or served when

delivered personally, sent by registered mail, or by email

with confirmation of receipt to the respective addresses of

the parties as set forth below:

To Red E:

As indicated on the Invoice.

To Company:

At the Site.

Either party may change its address for notice by providing

written notice to the other party in accordance with this

section.

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Exhibit A: Definitions

1. "Company" refers to the entity(s) and / or individual(s) identified under the “BILL TO” section on the Invoices.

2. "Red E" refers to Red E Charging LLC, a Michigan limited liability company.

3. “Invoice” refers to invoices issued by Red E to Company for products and / or services.

4. “Red E Customer Portal” refers to the platform that Company will use in setting up its use of the Red E – Enterprise Software Terms and Conditions.

5. "EV Charging Stations" refers to the electric vehicle charging stations sold by Red E to Company pursuant to the Invoice.

6. “Equipment” refers to the EV Charging Stations and / or any other physical products purchased from Red E by Company pursuant to the Invoice.

7. “Term” refers to 5 years from the Effective Date, unless otherwise indicated on the Invoice.

8. “Renewal Term” refers to any subsequent terms that may be agreed upon by Red E and Company.

9. "Site" refers to the Company’s physical address identified on the Invoice under the “BILL TO” section, where the EV Charging Stations and / or

Equipment will be installed or serviced.

10. "Effective Date" refers to the date the Company accepted the Invoice pursuant to Section one (1) of the Terms.

11. “Confidential Information” refers to any confidential and proprietary information of either party disclosed by Red E to Company, including without

limitation, trade secrets, valuable business or professional information, and all terms and conditions of this Agreement.

12. “Utility Sign Off” means when the applicable utility informs Red E of the required infrastructure to install the EV Chargers.

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Exhibit B – Operation & Maintenance Terms and Conditions

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Exhibit C – Red E – Enterprise Software Terms and Conditions

RED E – ENTERPRISE SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS

1. Agreement and Applicability.

These Red E – Enterprise Software as a Service (SaaS) Terms and

Conditions (“SaaS Agreement”) are entered into as of the Effective

Date (as defined in the Terms), between Red E (as defined in the

Terms) (“Licensor”) and Company (as defined in the Terms)

(“Subscriber”).

For purposes of this SaaS Agreement, Subscriber and Licensor

each will be referred to individually as a "Party" and together as

"the Parties."

Any capitalized terms used in this SaaS Agreement and not defined

in this SaaS Agreement, shall have the meaning given to them in

the Terms.

This SaaS Agreement, the Invoice, and the Terms are incorporated

in this SaaS Agreement by reference.

In the event of a conflict between this SaaS Agreement, the Invoice

and the Terms, the terms of the Invoice shall take precedence,

followed by the terms of this SaaS Agreement, and finally the

Terms.

2. Definitions.

“Application” shall mean the Licensor-developed application used

by Subscriber for the Service hereunder;

“Authorized User” shall mean one (1) of Subscriber’s employees

and independent contractors working for Subscriber in the ordinary

course of Subscriber’s business who: (i) agree to be bound by the

terms of this SaaS Agreement; and (ii) are specifically authorized

by Subscriber to access the Service;

“Authorized Reseller” shall mean a third party authorized by Red

E to sell the Service which are the subject of this SaaS Agreement.

“Billing Start Date” shall mean the date identified on the Invoice

as the date from which billing shall be calculated (which under no

circumstances or if not indicated on the Invoice shall be later than

the Service Start Date, as defined below);

“Display Devices” shall mean any display device used to access

and display the Service;

“Service” shall mean Licensor’s service level subscribed to by

Subscriber when they log into the Red E Customer Portal for the

first time;

“Service Start Date” shall mean the date from which Subscriber

creates a profile on the Red E Customer Portal for the Service;

“Fees” shall mean the fees payable pursuant to Section 4 hereof;

“Office” shall mean the Site;

“Invoice” shall mean the Invoice that sets out the commercial

terms and is executed by the Parties, if Subscriber purchased the

Service from Licensor. If Subscriber purchases the Service from an

Authorized Reseller then Invoice shall mean whatever document

outlines the fees and payments for the Service;

“Term” shall mean a period of five (5) years;

“Terms” Shall mean the General Terms and Conditions that are

available upon request by emailing us at

[info@redecharge.com].

3. License to Receive the Service.

Grant. Licensor hereby grants the Subscriber a limited,

nonexclusive and non-transferable license, without right of

sublicense, during the Term to access and display on Subscriber’s

Display Devices within the United States, the Service, and to

permit Authorized Users to use the Service, subject to the terms

and conditions of this SaaS Agreement. All rights in the Service

not expressly granted hereunder are reserved to Licensor.

Scope. The license granted to Subscriber hereunder is limited to a

single, authorized Application for the display and retrieval of the

Service on an Authorized User’s desktop. The license does not

extend to multiple applications for the display or retrieval of

content within the Services. Subscriber shall have no right pursuant

to this SaaS Agreement to distribute the Service in whole or in part

over the internet, or via email or instant messaging, via an intranet,

personal digital assistant, wireless application protocol, short

message service or radio system. Nothing in this SaaS Agreement

shall obligate Licensor to continue providing access to any Service

beyond the date when Licensor ceases providing such Service to

subscribers generally.

Restrictions on Use. Subscriber shall not edit, alter, abridge or

otherwise change in any manner the content of the Service,

including, without limitation, all copyright and proprietary rights

notices. Subscriber may not, and may not permit others to: (1)

reverse engineer, decompile, decode, decrypt, disassemble, or in

any way derive source code from, the software or Service; (2)

modify, translate, adapt, alter, or create derivative works from the

Service; (3) copy (other than one back-up copy), distribute,

publicly display, transmit, sell, rent, lease, or otherwise exploit the

Service; or (4) distribute, sublicense, rent, lease, loan, or grant any

third party access to or use of the Service.

4. Fees and Payment.

In exchange for the license granted above, commencing on the

Billing Start Date, Subscriber shall pay Licensor for the Term

hereof the Fees, based on the Services and on any other

commercial terms contained in this SaaS Agreement. Subscriber

shall only be entitled to one Authorized User.

5. Access.

Delivery and Acceptance. The Service is delivered to Subscriber

via the Display Device, Licensor will make the Service available to

Subscriber as indicated on the Invoice. The Service will be deemed

accepted upon the Service Start Date. Any updates, bug fixes, or

upgrades (“Corrections”) to the Service will be deemed accepted

by Subscriber on the day such Corrections are delivered.

6. Copyright Protection;

Use Restrictions; Security. Subscriber agrees that the Service

specifications, including without limitation, the editorial coding

and metadata contained therein, are the property of Licensor or

Licensor’s licensors. The works and databases included in the

content of the Service are protected by applicable copyright

laws. Subscriber agrees that only Authorized Users shall be

permitted access to the Service. Except as set forth herein, no

clients or other persons or entities who are not legal employees of

Subscriber or independent contractors consulting for Subscriber in

the ordinary course of Subscriber’s business may be Authorized

Users. Subscriber shall not reverse engineer, decompile or

disassemble any part of the Service. Subscriber further agrees that

neither Subscriber nor any Authorized User shall store (except as

permitted under this SaaS Agreement for retrieval and display

purposes only), copy, reproduce, retransmit, disseminate,

sublicense, sell, distribute, publish, broadcast, circulate, create

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derivative works (including, without limitation, trading

algorithms), test algorithms in conjunction with, or distribute by

any means the Service in whole or in part to anyone, including, but

not limited to, other employees of Subscriber, without Licensor’s

express prior written consent; provided, however, that Authorized

Users may on an occasional basis in the normal course of business

include limited portions of the Service (a) in oral and (with proper

attribution to the respective Service) non-electronic written

communications with clients and other employees, and (b) in email

and instant messaging communications with other employees

and/or securities professionals. Without limiting the foregoing,

under no circumstances shall distribution under this Section by

Subscriber be permitted if such distribution may be viewed as a

substitute for a subscription to the Service itself. Subscriber agrees

that when using the Service in this way, the facts, content, and

intent of the Service will not be changed in form or in spirit or

otherwise in any way be prejudicial to the integrity of the Service

or Licensor. Other than as expressly set forth in this SaaS

Agreement, no license or intellectual property rights owned or

licensed by Licensor are granted to Subscriber, and all such rights

are hereby expressly reserved.

7. Disclaimer.

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE

SERVICE(S), THE CONTENTS THEREIN, AND ANY

ACCOMPANYING DOCUMENTATION ARE PROVIDED ON

AN “AS IS,” “AS AVAILABLE” BASIS AND LICENSOR

DOES NOT MAKE ANY AND HEREBY SPECIFICALLY

DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS,

GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, ANY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, OR NONINFRINGEMENT OF

INTELLECTUAL PROPERTY RIGHTS.

8. Indemnification.

Subscriber Infringement Indemnity. Subscriber, at its expense,

will defend, indemnify, and hold Licensor harmless from and

against any and all third-party claims for damages (whether

ordinary, direct, indirect, incidental, special, consequential, or

exemplary), judgments, liabilities, fines, penalties, losses, claims,

costs, and expenses including, without limitation, reasonable

attorney’s fees, finally awarded by a court of competent

jurisdiction, after all rights of appeal are exhausted, against

Licensor which directly relate to a claim, action, lawsuit, or

proceeding made or brought against Licensor by a third party

alleging the infringement or violation of such third party's

registered patent, trade secret, copyright, or trademark (each a

“Licensor Claim”) by way of Licensor's use of any Subscriber

content that Subscriber provides to Licensor and Licensor uses in

the provision of any Services.

Licensor Infringement Indemnity. Licensor, at its expense, will

defend, indemnify, and hold Subscriber harmless from and against

any and all third-party claims for damages (whether ordinary,

direct, indirect, incidental, special, consequential, or exemplary),

judgments, liabilities, fines, penalties, losses, claims, costs, and

expenses including, without limitation, reasonable attorney’s fees,

finally awarded by a court of competent jurisdiction, after all rights

of appeal are exhausted, against Subscriber which directly relate to

a claim, action, lawsuit, or proceeding made or brought against

Subscriber by a third party alleging the infringement or violation of

such third party's registered patent, trade secret, copyright, or

trademark (each a “Subscriber Claim”) by way of Subscriber's use

of the Service that Licensor provides to Subscriber.

Limitation of Liability. LICENSOR AND ITS SUBSIDIARIES,

AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS,

EMPLOYEES AND LICENSORS (“THE PARTIES”) WILL

NOT BE LIABLE (JOINTLY OR SEVERALLY) TO

SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD

PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL,

INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES,

INCLUDING, WITHOUT LIMITATION, LOST PROFITS,

LOST SAVINGS AND LOST REVENUES (COLLECTIVELY,

THE “EXCLUDED DAMAGES”), WHETHER OR NOT

CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT,

OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE

PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF

OR COULD HAVE FORESEEN ANY OF THE EXCLUDED

DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN

ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO

EVENT WILL THE LIABILITY OF THE PARTIES ARISING

OUT OF ANY CLAIM RELATED TO THIS SAAS

AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY

INFRINGEMENT OR THE SUBJECT MATTER HEREOF

EXCEED THE AGGREGATE AMOUNT PAID BY

SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS

IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO

SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS

ANY PORTION OF THIS SECTION TO BE

UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL

BE LIMITED TO THE FULLEST POSSIBLE EXTENT

PERMITTED BY APPLICABLE LAW. SUBSCRIBER WILL

INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR

FOR ANY LOSS, DAMAGE OR COST IN CONNECTION

WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT

BY ANY THIRD PARTY AGAINST LICENSOR RELATING

TO ANY BREACH OF THIS SAAS AGREEMENT BY

SUBSCRIBER.

9. Term; Early Termination.

This SaaS Agreement shall become effective when Subscriber

signs the Invoice or creates an account on the Red E Customer

Portal and, unless terminated earlier in accordance herewith, shall

continue from the Billing Start Date for the Term. This SaaS

Agreement shall automatically renew for subsequent like terms

unless either Party gives the other written notice of its intention not

to renew no later than sixty (60) days prior to the end of the then

current term. For clarity: (i) in the event Subscriber executes the

Invoice after the Billing Start Date then this SaaS Agreement will

be deemed effective from the Billing Start Date, and (ii) in the

event Subscriber receives the Service before the Invoice is

executed, then this SaaS Agreement shall be deemed effective

from the Service Start Date. Modifications in any ongoing Fees

shall be communicated to Subscriber no later than ninety (90) days

prior to their effective date, and such modified Fees shall be

deemed to replace those previously stated in the Invoice.

This SaaS Agreement may be terminated as follows: (a) if either

Party commits a material breach of any provision of this SaaS

Agreement and fails to remedy such breach within thirty (30) days

of receiving written notice thereof by the non-breaching Party

(Notice of Breach), the Party giving such notice may then deliver a

second written notice to the breaching Party terminating this SaaS

Agreement, in which event this SaaS Agreement, and the licenses

granted hereunder, will terminate on the date specified in such

second notice; or (b) if a receiver is appointed over any assets of

either Party or if either Party makes any arrangement with its

creditors or becomes subject to an administration order or goes into

liquidation or anything equivalent to the foregoing under any

jurisdiction or ceases to carry on business, the other may terminate

by giving written notice with immediate effect. If this SaaS

Agreement is terminated before the end of its then current term for

any reason other than by Subscriber under this Clause 9(a) or (b) ,

then Subscriber will pay to Licensor as liquidated damages the

amount due by Subscriber for the previous calendar month times

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the number of months remaining in such Term (Liquidated

Damages) within 30 days after such termination. The Parties agree

that the Liquidated Damages under this clause are not intended to

be and will not be punitive in effect and that the Liquidated

Damages are a genuine pre-estimate of loss (which may be

difficult to ascertain) resulting from early termination of this SaaS

Agreement. Notwithstanding anything to the contrary contained in

this SaaS Agreement, if Subscriber receives any notice of late

payment under this SaaS Agreement in any form, written or

electronic, from Licensor including any business division (e.g.,

Licensor's Credit Department), such notice will be deemed to be a

Notice of Breach.

10. Confidentiality.

Subscriber and Licensor understand and agree that in the

performance of this SaaS Agreement each Party may have access

to private or confidential information of the other Party which

either is marked as “confidential” or the receiving Party should

reasonably know under the circumstances that such information is

confidential and/or proprietary information of the other Party. Each

of us shall hold such information in confidence and not, without

the consent of the other, disclose it to a third party or use it for any

purpose other than in performance of this SaaS Agreement. This

obligation of confidentiality shall not apply to information that is

generally available to the public through no act or omission of the

receiving Party or becomes known to the receiving Party through a

third party with no obligation of confidentiality, or is required to be

disclosed by law, court or by any government or regulatory

authority. If any confidential information is required to be

disclosed by statute, rule, regulation or order of any court of

competent jurisdiction, before any such disclosure the receiving

Party will provide notice to the disclosing Party reasonably

sufficient to allow the disclosing Party the opportunity to apply for

a protective order or other restriction regarding such disclosure. If

either Party elects to file this SaaS Agreement with the U. S.

Securities and Exchange Commission or any other securities

exchange or market, regulatory authority or other body, the filing

Party will provide the non-filing Party, no less than five (5)

business days before the expected date of the filing (the “Filing

Date”), a copy of the SaaS Agreement marked to show the sections

for which the filing Party plans to seek confidential treatment. The

filing Party agrees to expand its confidential treatment request to

include those provisions of this SaaS Agreement reasonably

indicated by the non-filing Party before the Filing Date as

provisions for which the non-filing Party requests confidential

treatment. All confidential information will remain the exclusive

property of the owner. No public announcement, press release or

communication concerning this SaaS Agreement shall be made

without the prior consent of the other Party.

11. Miscellaneous.

Notice. All notices to a Party hereunder shall be in writing, and

delivered by certified mail, return receipt requested or overnight

courier service, with confirmation by the above described mailing

methods to the address(es) set forth on the Invoice, or to a different

address which a Party may give written notice of pursuant to this

section from time to time. Notice will be deemed delivered and

received on the date it is actually received.

Amendment. This SaaS Agreement may not be amended except in

a writing executed by authorized representatives of Subscriber and

Licensor.

Assignment. This SaaS Agreement is not transferable, assignable,

delegable, or sublicensable by Subscriber in whole or in part,

without the prior written permission of Licensor. This SaaS

Agreement will be binding upon and inure to the benefit of the

Parties and their respective successors, trustees, administrators, and

assigns.

Survival. The following obligations of the Parties will survive

termination or expiration of this SaaS Agreement for any reason:

Sections 1 , 6 , 7 , 8 , and 9 , of this SaaS Agreement and any payment

obligations of Subscriber that accrue prior to such termination or

expiration.

Independent Contractor. Licensor is acting in performance of

this SaaS Agreement as an independent contractor.

Binding Effect and Third-Party Beneficiary. Except if

specifically stated in this SaaS Agreement, neither Party, nor any

of their respective employees or agents, will have the power or

authority to bind or obligate the other Party. No third party is a

beneficiary of this SaaS Agreement.

Waiver of Rights. Except where specifically stated to the

contrary, all remedies available to either Party for breach of this

SaaS Agreement under this SaaS Agreement, at law, or in equity,

are cumulative and nonexclusive. A waiver or failure of either

Party at any time to require performance by the other Party of any

provision hereof will not affect the full right to require such

performance at any time thereafter.

Injunctive Relief. If Subscriber breaches Section 2 of this SaaS

Agreement, Licensor will be entitled, in addition to any other

rights available under this SaaS Agreement or at law or in equity,

to apply for immediate injunctive relief without any requirement to

post a bond or other security and Subscriber acknowledges and

agrees to not contest such application.

Severability. If any provision or portion thereof of this SaaS

Agreement or its application in a particular circumstance is held to

be invalid or unenforceable to any extent in any jurisdiction, such

provision or portion thereof will, as to such jurisdiction only, be

ineffective to the extent of such unenforceability. All other

provisions and portions of them hereunder will not be affected by

the invalidity and will be valid and enforced to the fullest extent

permitted by law.

Choice of Law and Venue. This SaaS Agreement, as well as any

and all tort claims arising from this SaaS Agreement or arising

from any of the proposals, negotiations, communications or

understandings regarding this SaaS Agreement, will be governed

by and construed in accordance with the laws of the State of

Michigan, United States, applicable to contracts made entirely

within Michigan and wholly performed in Michigan, without

regard to any conflict or choice of law principles. The sole

jurisdiction and venue for any litigation arising out of this SaaS

Agreement will be an appropriate federal or state court located in

Michigan.

Force Majeure. Any failure or delay by Licensor in the

performance of its obligations pursuant to this SaaS Agreement

will not be deemed a default or breach of the SAAS Agreement or

a ground for termination to the extent such failure or delay is due

to computer or internet or telecommunications breakdowns, denial

of service attacks, fire, flood, earthquake, elements of nature or

acts of God, pandemics, epidemics, local disease outbreaks, public

health emergencies, communicable diseases, and quarantines, acts

of war, terrorism, riots, civil unrest, rebellions or revolutions in the

United States or any nation where the obligations under this SaaS

Agreement are to be executed, strikes, supplier and third-party

failure, lockouts, or labor difficulties, or any similar cause beyond

the reasonable control of Licensor.

Entire Agreement. This SaaS Agreement contains the final and

entire agreement of the Parties and supersedes all previous and

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contemporaneous verbal or written negotiations, understandings, or

agreements regarding the SaaS Agreement’s subject matter.