Terms & Conditions

Terms and Conditions

SPARKCHARGE LEASE AGREEMENT  

This SPARKCHARGE LEASE AGREEMENT (“Agreement”), dated as of  (the “Effective Date”), is entered into between SPARKCHARGE, INC., a Delaware corporation (the “Lessor”) and  (the “Lessee”, and together with Lessor, the “Parties”, or individually, a “Party”’) as defined in Article IV, Section 16.

BACKGROUND

  1. WHERAS the Lessor wishes to lease to the Lessee, and the Lessee wishes to lease from the Lessor, one or more portable electric vehicle chargers and one or more portable electric vehicle batteries as well as related devices or components therefor (the “Products”), on the terms and conditions set forth in this Agreement; and
  2. WHEREAS the Parties contemplate and hereby agree that Lessee shall be the end user of the Products, and that the Lessee’s aim in leasing the Products is to use the Products in the course of their business.
  3. WHEREAS the Lessor shall always retain title of Products notwithstanding that the Lessee has physical possession of Products, or in the event that the Lessee executes their option to purchase Products at 24 months.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I. TERMS OF SALE.

  1. Terms of Lease and Sale. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Products specified in Exhibit A, at the prices, in the quantities and to the delivery location specified therein. Lease of the Products shall be initiated by Lease Orders placed by the Lessee pursuant to Section 3
  2. Price and Quantity. The quantities stated in Exhibit A do not commit the Lessor to supplying a minimum quantity of Products. Lessor may, in its sole discretion, add or make changes to Products, or remove Products from Exhibit A by giving notice to Lessee according to Section 14 of Article IV Any such changes to the Products do not obligate Lessor to modify any Products already delivered or to supply new Products to Lessee. Prices stated in Exhibit A are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Lessee under this Agreement, for which Lessee shall be responsible.
  3. Lease Orders. Lessor shall make available to Lessee the Products through Lease Orders (each, a “O.”) submitted in writing. By placing a L.O., Lessee makes an offer to lease the Products under the terms and conditions of this Agreement, and on no other terms. Lessor may, in its sole discretion, accept or reject any order. No L.O. is binding on Lessor unless accepted by it. Lessor may accept any L.O. by confirming the order in writing, or by delivering the requested Products. If Lessor does not accept the L.O. within thirty (30) days of receipt of the L.O., the offer shall be deemed to have been rejected by Lessor. In no event shall any terms and conditions set forth on any L.O. submitted by Lessee (including, without limitation, any preprinted terms and conditions of Lessee), other than the terms and conditions set forth herein, be binding on Lessor, unless agreed to in writing by Lessor.
  4. Payment Terms. Unless otherwise agreed to by the Parties in writing on any applicable L.O. placed by the Lessee and accepted by Lessor pursuant to Section 3 above, 100% of the $999 non-refundable deposit per Product will be invoiced to the Lessee by Lessor upon receipt of Lessee’s lease signed order; and $150 monthly payment per Product will be invoiced upon shipment delivery. $150 monthly payments per Product will continue in perpetuity until Termination at Will (Article III, Section 1) is enacted by Lessee. If shipments are delayed at the request of Lessee, invoices may be rendered on the date(s) Lessor is prepared to make shipment(s). Interest at the rate of one and one-half percent (1.5%) per month (not to exceed the maximum interest allowable by law) shall be paid on the balance of any invoice not paid by Lessee within 30 days of the invoice date. Such interest shall be in addition to the lease price hereunder. In addition:
    1. In the event Lessor engages a collection agency or commences a legal action or suit to collect the lease price or any part thereof, Lessee shall, in addition to the full lease price, including interest, be liable for all costs and expenses of such legal action or suit (including reasonable attorney’s fees); and
    2. Lessor reserves the right to require cash-before-shipment payment terms from any Lessee whose account is overdue or who has an unsatisfactory credit or payment record. Lessor may refuse to lease to any person until overdue accounts are paid in full
    3. Lessee herein agrees that the leased Products cannot be sold or leased to a third party.
  5. Changes and Cancellation of Orders. All changes in Products, materials, supplies, and/or labor made at the request of Lessee shall be at its sole expense and sole risk. Orders may be cancelled only with Lessor’s written consent and upon payment of reasonable cancellation charges, including Lessor’s actual out of pocket costs, overhead and a 10% cancellation fee. Partial cancellation of an order may result in adjustment of prices for the balance of the order. Upon Lessee enacting Termination at Will, all costs and risks associated with return and shipment of Products to Lessor are assumed by Lessee.
  6. Product Holding Periods:
    1. If Lessee holds product for 24 months, Lessee has option to purchase Products and cease $150 monthly payments.
    2. If Lessee holds current Product, and Lessor creates a new Product, Lessee will have option to trade in old Product to Lessor and negotiate a discount on Down Payment on Lessor’s new Product.
  7. Shipment, Title and Risk of Loss. Lessor shall always retain title of Products notwithstanding that the Lessee has physical possession of Products.
    1. Upon Lessors receipt of the Lessees $999 per Product non-refundable deposits, Lessor will ship Products to Lessee within a mutually agreed upon date range;
    2. Unless otherwise agreed to by the Parties in writing, title and risk of loss passes to Lessee upon transferof the Products by Lessor to a common carrier for delivery to Lessee, such that Lessee bears all risk of loss during transport. Risk of loss passes FOB sellers shipping vehicle;
    3. As collateral security for the payment of the lease price of the Products, Lessee hereby grants to Lessor a lien in and to all of the right, and interest of Lessee in the Products—and all accessions to, replacements for, and proceeds from (including insurance proceeds) those Products—wherever located and whenever acquired. This security interest is a lease money security interest;
    4. Lessor encourages the Lessee to sign up for insurance policy that will compensate the Lessee in case loss occurs during shipment or product possession.
  8. Inspection and Acceptance of Products. Lessee shall promptly inspect Products received under this Before the fifth (5th) day following delivery of the Products, Lessee shall be deemed to have accepted the Products, unless it earlier notifies Lessor in writing and furnishes written evidence or other documentation as reasonably required by Lessor that the Products: (a) do not conform to Lessor’s limited warranties as provided herein; or (b) do not conform to the Products identified in the applicable accepted L.O. or were otherwise delivered to Lessee as a result of Lessor’s error. If Products are rejected, Lessor shall determine, in its sole discretion, whether it is responsible for the rejection, and, if so, shall determine, in its sole discretion, whether to repair or replace the Products, or to refund the price for the Products.
  9. Training. Lessor will provide up to 1 hour of virtual or in-person safety and operational training, free of charge for a group of Lessee’s personnel. All travel and living expenses incurred in connection with such training of Lessee’s personnel shall be borne by Lessee. Additional training shall be subject to prior mutual agreement of the parties. Lessee hereby acknowledges and agrees that at least two (2) of its personnel must receive training as contemplated by this Section prior to Lessee’s use of the Products, and it shall not allow any of its employees, contractors, affiliates, customers, agents, or any others who may be given access to the Products to use the Products without first having the user receive appropriate safety and operational training on the use of Products in strict accordance with Lessor’s written instructions contained in the most recent user manual published by Lessor. Lessee further agrees that it shall be responsible for supervising any person using the Products while it is in the possession of any third parties.
  10. Technical Assistance and Product Support. Reasonable technical assistance and customer service from Lessor’s personnel will be provided during the Term. Upon reasonable request by Lessee, Lessor will supply technical support to Lessee for its sales activities including, but not limited to: (a) assistance in providing technical answers; (b) assistance in responding to technical inquiries from Lessee; and (c) review and development of adaptations or applications of the Products.
  11. Insurance: Lessor encourages Lessee to enroll in insurance policy that will fairly compensate Lessor in case loss to Products is incurred.

ARTICLE II. LICENSES, MARKETING, FACILITIES, AND INVENTORY.

  1. Licenses. Lessee shall, at its own expense, obtain and maintain required certifications, credentials, licenses, and permits necessary to conduct business in accordance with this Agreement, including, but not limited to, any import licenses or permits necessary for the entry of the Products into the Territory, or their delivery to Lessee. Lessee shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Products.
  2. Marketing. Lessee shall market, advertise, promote, and use the Products in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Lessor and is consistent with good business practice. To accomplish these obligations, Lessee shall follow any specific marketing and use guidelines provided by Lessor from time to time, including, without limitation. Lessee shall give Lessor as much advance notice as possible of any prospective or actual changes in laws and regulations applicable to the use of the products in the Territory.
  3. Maintenance of Adequate Facilities and Inventory. Lessee shall maintain a place of business which includes adequate office, storage, and warehouse facilities required and suitable for it to perform its duties under this Agreement.
  4. Knowledge of the Products. Lessee shall have sufficient knowledge of the industry and products competitive with each Good (including specifications, features, and benefits) so as to be able to explain in detail to its personnel: (a) the differences between the Product and competing products; and (b) information on standard use instructions, protocols and features of each Product. Lessee shall promptly notify Lessor of any complaint or adverse claim about any Good or its use of which Lessee becomes aware.

ARTICLE III. LEASE TERMINATION.

  1. Lease Termination at Will: This agreement shall continue in perpetuity until Lease is terminated by the Parties. Either party may terminate the agreement at any time provided 15 days’ advance notice. Upon enacting Lease Termination at Will, Lessee’s $150 monthly payments per product will cease.
  2. Termination for Breach. Either Party may terminate this Agreement, upon written notice to the other Party, if the other Party is in material breach of this Agreement, and either the breach cannot be cured, or if the breach can be cured, it is not cured within twenty-one (21) days following the other Party’s receipt of written notice of such breach. Lessor may also, in its sole discretion, terminate this Agreement if Lessee:
    1. Engages in any act or omission which Lessor deems, in its reasonable discretion, to be detrimental to its business or reputation;
    2. Defaults in any payment due hereunder and such default continues unremedied for a period of 10 calendar days following written notice by Lessor; or
    3. Petitions for reorganization, readjustment or rearrangement of its business affairs under any laws or governmental regulations relating to bankruptcy or insolvency, or is adjudicated bankrupt, or if a receiver is appointed for Lessee, or if Lessee makes or attempts to make an assignment for the benefit of creditors, or is unable to meet its obligations in the normal course of business as they fall due.
  3. Effect of Termination. Upon termination of this Agreement, all of Lessee’s rights to lease Products from Lessor shall cease as of the date of such termination. Upon termination of this Agreement:
    1. Lessee must return Products to Lessor. Lessee must provide a Product return date that is mutually agreed upon between Parties. Lessee has five days upon enacting Termination at Will to return Products to Lessor. If Lessee breaches 7-day period, Lessor will pursue actions as listed in (Article 1, Section 4A).
    2. Lessee shall cease to use any of Lessor’s trademarks, logos, or trade names in connection with the promotion or advertising of the Products;
    3. Lessee shall return to Lessor all of its Confidential Information (defined below) in Lessee’s possession, all of Lessor’s sales and marketing manuals, any equipment owned by Lessor, and any unused sales literature; provided, that, Lessee may retain, upon terms mutually agreed in writing, materials necessary to perform any service obligations Lessee has to customers by contract or under the law of the Territory;
    4. Lessee shall, no later than 10 days after termination, pay Lessor any sums due to Lessor as of and through the date of termination; and
    5. Lessee shall have the obligation, to:
      1. Return to Lessor, at Lessee’s sole expense (F.O.B. Lessor’s Shipping Location) all Products leased within the ten (10) days preceding termination, for full invoice credit less any prompt payment discounts previously given or credits previously paid; and
    6. Effect of Termination on Future Sales of Products. Upon termination of this Agreement for any reason, Lessee shall be prohibited from selling or leasing the Products.

ARTICLE IV. GENERAL PROVISIONS

  1. Warranties of the Lessor. Lessor makes no warranties regarding the Products, other than as provided herein, which will not apply when any Good has been: (a) subjected to abuse, negligence, accident, improper installation, inspection, handling or storage, or use contrary to any instructions issued by Lessor; (b) has been altered in any way by persons other than Lessor or its authorized representatives; or (c) has been used with any third party product that has not been previously approved in writing by Lessor.
  2. Lessor’s Express Limited Warranty. Lessor hereby represents and warrants that all Products will, for a period of twelve (12) months following receipt of any of the Products by Lessee be free from any defects in workmanship and material.

EXCEPT FOR THE LIMITED EXPRESS WARRANTY PROVIDED BY LESSOR PROVIDED IN THIS SECTION: (A) NEITHER LESSOR NOR ANY PERSON ON ITS BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; AND (B) LESSEE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY LESSOR, OR ANY OTHER PERSON ON ITS BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN THIS SECTION.

  1. Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 5 OF THIS ARTICLE IV, NEITHER PARTY SHALL BE LIABLE BEYOND THE PRICE PAID FOR THE PRODUCTS TO THE OTHER OR TO ANY THIRD PARTY FOR ANY PERSONAL INJURY, DEATH, DISABILITY, PROPERTY DAMAGE, LOSS OF CHANCE, EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.
  2. Lessor’s Trademark License Grant. Lessor hereby grants to Lessee a limited, non-exclusive, non-transferable, and non-sublicensable license solely on or in connection with the promotion, advertising, and use of the Products in accordance with the terms and conditions of this Agreement, to use all Lessor’s trademark(s), whether registered or unregistered, including any registrations and applications which may be granted pursuant to such applications.
  3. Indemnification. Lessee shall indemnify, defend and hold harmless Lessor and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party in a final judgment (collectively, “Losses”), relating to or arising out of any negligence, willful misconduct, or breach of any representation, warranty, or obligation of this Agreement by Lessee.
  4. Confidential Information. All non-public, confidential, or proprietary information of the Lessor, including, but not limited to: (a) any written, printed, graphic, physical or hardware or electronically recorded materials furnished by Lessor for the Lessee to use; (b) business plans, client lists, pricing, discounts, or rebates, operating procedures, trade secrets, design formulas, know-how and processes, specifications, samples, patterns, plans, drawings, documents computer programs and inventories, discoveries, and improvements of any kind; (c) information belonging to any clients or customers of Lessor about which the Lessee gained knowledge as a result of its relationship with the Lessor hereunder—whether or not marked, designated, or otherwise identified as “confidential,” transmitted in connection with this Agreement (collectively, “Confidential Information”)—is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized by Lessor in writing. Additionally, the following terms apply to Lessee’s use of any Confidential Information hereunder:
    1. Upon termination of this Agreement or at Lessor’s request, Lessee shall promptly return all documents and other materials received from Lessor.
    2. Lessee acknowledges that Lessor shall be entitled to injunctive relief for any violation of this Section.
    3. As additional protection for Lessor’s proprietary or confidential information, Lessee agrees that during the Term of this Agreement, and for one year thereafter, Lessee will not encourage or solicit any employee or consultant of the Lessor to leave its business for any reason.
    4. Nothing in this Section shall prohibit the Parties from entering into one or more additional agreement(s) regarding the protection and use of the Parties’ Confidential Information (each, an “NDA”). In the event the Parties enter into any such NDA, whichever terms of the NDA or the terms of this Agreement provide the greatest protection for the Parties’ Confidential Information shall control.
  5. Mediation and Binding Arbitration. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to make a good faith effort to settle the dispute through mediation. Any settlement through mediation shall be binding upon the parties. Upon failure to resolve the dispute through mediation, the remaining dispute shall be settled by binding arbitration administered by an arbitrator through a reputable arbitration association such as the American Arbitration Association. All disputes shall be mediated and arbitrated in Middlesex County, Massachusetts and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Section does not apply to any breach by Lessee of its obligations set forth in Section 6 above regarding confidentiality.
  6. Entire Agreement; Amendment and Modification. This Agreement, together with any related Exhibits attached hereto, constitutes the entire agreement between the parties. This Agreement shall not be amended or modified except by a writing signed by duly authorized representatives of the parties. In the event of conflict between the terms of this Agreement and the terms of any lease order or other document submitted by one Party to the other, this Agreement shall control unless the Parties specifically otherwise agree in writing pursuant to this Section.
  7. Force Majeure. Lessor shall not be liable for any costs, damages, delays or non-performance under this Agreement caused by or arising out of an Act of God or other major event beyond its control, including, but not limited to, a natural disaster, pandemic, computer virus, or act of terrorism, war or governmental action. Insofar as compliance is not permanently impossible as a result of a force majeure event, Lessor’s obligations are suspended until the conditions constituting the Act of God are lifted.
  8. Assignment & Successors. Lessee shall have no right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Lessor. This Agreement is binding on and will inure to the benefit of the respective successors, assigns, and personal representatives of the parties.
  9. Severability & Survival. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. Subject to the limitations and other provisions of this Agreement, the entirety of Article III, as well as Sections 1, 2, 3, 4, 5, and 6 of Article IV of this Agreement shall survive the termination of this Agreement.
  10. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard for conflicts of laws principles.
  11. Language. This Agreement is drafted in the English language. If this Agreement is translated into any other language, the meanings and interpretation of English text shall prevail.
  12. No Partnership. This Agreement does not create a partnership or joint venture relationship. The Lessee does not have authority to enter into contracts on the Lessor’s behalf.
  13. Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered effective only as follows: (a) when delivered personally to the recipient’s address as stated on this Agreement, (b) three (3) days after being deposited in the United States mail, sent via certified mail with postage prepaid to the recipient’s address as stated on this Agreement, or (c) when sent electronically to the email address of the recipient stated in Section 15 Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail or the recipient delivers a written confirmation of receipt.
  14. Notice Address. All notices required under this Agreement shall be delivered to the addresses for each party set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section):

 

 

If to Lessor:

 

SparkCharge, Inc.

Attn: Joshua Aviv

24 Dane St

Somerville, MA 02143

josh@sparkcharge.io

If to Lessee:

 

 

See contact information generated through e-commerce check out process that these terms and conditions are attached to.

 

 

To evidence the Parties’ agreement to this Agreement, they have executed and delivered it as of the Effective Date first written above.

 

LESSOR

 

 

 

Name: Joshua Aviv

Title: Chief Executive Officer

SPARKCHARGE, INC.

LESSEE

 

 

 

By checking the box going through checkout on online form the Lessee, as defined in Article IV Section 16, agrees to the terms contained in this agreement.

 

 

EXHIBIT A

IDENTIFICATION OF PRODUCTS, PRICE, QUANTITY, AND DELIVERY LOCATIONS SUBJECT TO CHANGE AT THE DISCRETION OF LESSOR

Lessee’s Products, Price, Quantity and Delivery Locations are as defined in the SPARKCHARGE, INC E-commerce checkout cart.

 

SPECIAL TERMS AND CONDITIONS FOR SUPPLY OF SPARKCHARGE PRODUCT

As an express condition to the agreement of SparkCharge (LESSOR) to supply (LESSEE) as defined in Article IV, Section 16 with (the “PRODUCT”), LESSEE hereby agrees without reservation to all of the special terms and conditions set forth below.

  1. ACKNOWLEDGEMENT OF RISKS; FOR LIMITED USE ONLY.  The PARTIES agree that such special terms and conditions are necessary because of the INHERENT DANGERS associated with the PRODUCT if it not properly used and/or operated in strict accordance with LESSOR’S written instructions, and then only by persons that are properly trained to use the PRODUCT.  LESSEE hereby acknowledges and agrees that the PRODUCT has been designed, tested, certified, manufactured, and sold by LESSOR to LESSEE strictly for commercial use by trained technicians of LESSOR and/or LESSEE.  Under no circumstances should the LESSEE, in turn, sell, offer for sale, or make the PRODUCT otherwise available for use or distribution to end consumers and/or members of the general public, which the LESSEE agrees is STRICTLY PROHIBITED.
  2. TRAINING AND SUPERVISION.  Recognizing and acknowledging the INHERENT DANGERS associated with the PRODUCT, LESSEE will not, at any time, in any form or manner, use the PRODUCT, nor shall it allow any of its affiliates, Lessees, agents, and all others who may be given access to the PRODUCT to use the PRODUCT, without first having the user receive appropriate safety and operational training, on the use of PRODUCT in strict accordance with LESSOR’S written instructions contained in the most recent user manual published by LESSOR.  LESSEE further agrees that it shall be responsible for supervising any person using the PRODUCT while it is in LESSEE’S possession.
  3. SALES TO TRAINED END-USERS ONLY.  LESSEE shall limit any distribution and/or follow-on sales of the PRODUCT to properly trained commercial Lessees only.  LESSEE will not and shall cause its Lessees not to sell or otherwise distribute or make available the PRODUCT to individual consumers and/or members of the general public.  Without limiting the foregoing, LESSEE will require its Lessees to agree to all of the Special Terms and Conditions for the Supply of the PRODUCT as set forth herein and include in its terms and conditions of sale, among other things, an express prohibition restricting any untrained consumer or member of the general public from using the PRODUCT in any manner, including, without limitation, from setting up, testing, troubleshooting, starting, and connecting the PRODUCT to an Electric Vehicle (EV).  Such terms and conditions shall require LESSEE’S Lessee—for example, a business providing charge delivery or “concierge” services– to execute an acknowledgment that the PRODUCT shall be set up, connected to an EV, and safely initialized by trained professionals.  Furthermore, LESSEE’S Lessee shall ensure that recipients of charging services and other members of the general public agree, in writing, that they:
  • Are aware of the dangers and hazards inherent in PRODUCT, both during use and when idle.
  • Will not touch the PRODUCT before, during, or after charging.
  • Will not attempt to connect or disconnect the charging cable from the EV.
  • Will monitor the EV being charged to prevent any horseplay or other activity that could result in inadvertent contact with equipment.
  • Will monitor the EV being charged to prevent any children from approaching the PRODUCT.

LESSEE will establish the necessary programs and procedures to ensure this is accomplished.  LESSEE will implement measures and require its Lessee to implement measures to ensure that only trained employees of a commercial owner of the PRODUCT can use the PRODUCT, including setting up, initiating, connecting, and ensuring safe operation of PRODUCT.

  1. RELEASE/INDEMNIFICATION.  As a further inducement and condition to LESSOR’S willingness to sell the PRODUCT to LESSEE, LESSEE  HEREBY WAIVES, RELEASES, AND DISCHARGES LESSOR from any and all loss or damage, and any claim or cause of action, present or future, whether known, anticipated or unanticipated, including but not limited to, liability for death, disability, personal injury, property damage, loss of property, or damage or loss of any other kind, resulting from or arising out of, or incident to, LESSEE’S use or LESSEE’S Lessee’s use of the PRODUCT in violation of LESSOR’S Standard Terms and Conditions of Sale accompanying the sale of the PRODUCT and these Special Terms and Conditions for the Supply of PRODUCT; and LESSEE HEREBY FURTHER AGREES ON BEHALF OF ITSELF AND ITS LESSEES TO INDEMNIFY AND HOLD HARMLESS LESSOR from any and all liabilities or claims made in connection with LESSEE or LESSEE’S Lessee’s use of the PRODUCT in violation of the terms set forth herein. This release and waiver of liability shall be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law.
  2. CONFLICT RESOLUTION.  In the event of any conflict between any provision contained in these Special Terms and Conditions for Supply of Product and LESSOR’S Standard Terms and Conditions of Sale, these Special Terms and Conditions shall prevail and take precedence.

 

AGREED TO:

 

LESSOR:

By: Joshua Aviv

Name: SPARKCHARGE, INC.

Title: Chief Executive Officer

Date: As displayed on the Website Checkout

 

LESSEE:

 

By, Name, Title, Date: See contact information and date generated through e-commerce check out process