This Services Agreement (this “Agreement“), dated as of the date of execution (the “Effective Date“), is by and between EV Charge Oregon, LLC, an Oregon limited liability company, with its principal place of business located at 8795 SW Tualatin Sherwood Rd #1013, Tualatin, OR 97062 (“EV Charge”) and the undersigned customer (“Customer” and together with EV Charge, the “Parties“, and each a “Party“).
WHEREAS EV Charge has the capability and capacity to provide certain electric vehicle charging services (the “Services”); and
WHEREAS Customer desires to retain EV Charge to provide said Services, and EV Charge desires to perform such Services under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EV Charge and Customer agree as follows:
1. Services. EV Charge shall provide to Customer the Services as defined in the Recitals above and as outlined in this Agreement.
2. Proposal, Installation and Payment.
2.1. Proposal and EV Charge Website. Customer shall access EV Charge’s website to review information. EV Charge’s website provides access to information and this Services Agreement. Details of Services, pricing for such Services, and any supplemental terms offered by EV Charge (collectively, a “Proposal”) will be sent to Customer via email. If Customer approves the Proposal, then Customer will be able to review the Services Agreement and sign and accept the terms of the Proposal and Services Agreement electronically.
2.2. Installation. Customer shall provide EV Charge access to Customer’s property to install residential charging station and the necessary electrical work.
2.3. Payment. EV Charge offers 5 payment options for Customer to choose from: 1) credit or debit card; 2) Venmo; 3) PayPal; 4) PayPal Pay Later or 5) 2% cash discount. Once Customer approves the Proposal, Customer will receive an email with a link to the payment page of EV Charge’s website where Customer will be able to choose a desired payment option. Cash payments can be mailed to EV Charge PDX, 8795 SW Tualatin-Sherwood Rd, #1013, Tualatin, OR 97062.
If Customer chooses option 1, 2, 3 or 5, EV Charge will require a 50% down payment and the remaining balance shall be paid when the Services are complete. If Customer chooses option 4, Customer will be prompted to the PayPal website where Customer will apply for this financing option. All payment options and payments are processed via secured third party portals. EV Charge does not store or collect Customer’s credit card or other payment information.
If the remaining payment is not paid on time when the Services are complete, then an interest rate of eighteen percent (18%) per annum will be assessed to the remaining balance until all amounts owing for the Services are paid.
2.4. Consent. Customer consents to the receipt of email communications and agrees to accept the terms and
conditions of the EV Charge’s website.
3. Fees. If additional fees or charges are required, then EV Charge will bill Customer for those fees and charges.
4. Charging Services Support.
4.1. Support. In the event of any equipment malfunction or other technical issue with a charging station provided by EV Charge, please call EV Charge or the support number for the manufacturer of the charging station. Warranty support for any charging station sold by EV Charge will be provided by the charging station manufacturer. To ensure the quality of the Services, Customer consents to EV Charge monitoring and recording calls between Customer and EV Charge.
5. Limited Warranty and Limitation of Liability.
5.1. Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ALL OTHER SIMILAR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED WITH RESPECT TO (I) THE CHARGING STATIONS THAT EV CHARGE PROVIDES AND/OR RELATED EQUIPMENT; AND (II) THE SERVICES, EXCEPT AS SET FORTH IN THIS AGREEMENT. EV CHARGE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR THAT THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE OR OPERATIONAL AT ANY PARTICULAR LOCATION OR AT ANY PARTICULAR TIME. EV CHARGE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF MERCHANTS OR THIRD-PARTY PROVIDERS. CUSTOMER AGREES THAT THE ENTIRE RISK ARISING OUT OF CUSTOMER’S USE OF THE SERVICES, AND ANY SERVICE OR PRODUCT REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH CUSTOMER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT CUSTOMER’S VEHICLE’S BATTERY IS SUFFICIENTLY CHARGED TO MEET CUSTOMER’S NEEDS AND THAT ALL CHARGING IS DONE IN ACCORDANCE WITH THE MANUFACTURER’S RECOMMENDATIONS REGARDING THE TYPE, FREQUENCY AND DURATION OF CHARGING.
5.2. Limitation of Liability. In no event shall EV Charge or its affiliates be liable to Customer for any indirect, special, punitive, exemplary, incidental, or consequential damages arising out of or related to the subject matter of this Agreement, including without limitation, damages resulting from the performance or nonperformance of EV Charge’s obligations hereunder, whether or not arising from sole, joint or concurrent negligence, strict liability, violation of law, breach of contract, breach of indemnity provisions, breach of warranty or any other theory or source whether or not foreseeable and regardless of whether EV Charge has received notice of the possibility of such damages, and Customer hereby releases EV Charge from any such damages. whether in contract, tort, negligence, strict liability in tort or by statute or otherwise to Customer for any matter related to this Agreement. The negation and limitation of damages set forth herein are fundamental elements of the basis of the bargain between EV Charge and Customer.
The Services would not be provided without such limitations. No advice or information, whether oral or written, obtained by Customer from EV Charge shall create any warranty, representation, or guarantee not expressly stated in this Agreement.
5.3. Indemnification. Customer agrees to indemnify, hold harmless and defend EV Charge, its officers and employees from and against all actual and prospective claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of or in connection with (i) personal injury, bodily injury, including fatal injury to, or loss of or damage to the property of, any person or entity (including the parties hereto) arising out of or in connection with Customer’s (or anyone using Customer’s access credential) use of the Services; (ii) Customer’s negligent use of the Services; and (iii) any breach by Customer of any representation, warranty, agreement, obligation, or covenant made by Customer to EV Charge.
6. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of EV Charge in the course of performing the Services shall be owned by EV Charge.
7. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments and appendices, if any, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
8. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify“) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is
effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 9.
Notice to Customer: [Customer Address as Defined on EV Charger & Installation Quote ]
Attention: [Customer Name Defined on EV Charger & Installation Quote]
Notice to EV Charge: 8795 SW Tualatin Sherwood Rd #1013, Tualatin, OR 97062
Attention: Robert Grove, Manager
9. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
10. Amendments. EV Charge may amend this Agreement from time to time. Amendments made by EV Charge will be effective as of the date EV Charge has posted such amendments on its website. Customer’s continued access or use of the Services after such notice and posting confirms Customer’s consent to be bound by the Agreement, as amended.
11. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
12. Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of EV Charge. Any purported assignment shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. EV Charge may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of EV Charge’s assets without Customer’s consent.
13. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
14. Choice of Law. This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Oregon, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Oregon.
15. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including contract, equity, tort, fraud and statutory claims, in any forum other than the United States District Court for the District of Oregon or, if such court does not have subject matter jurisdiction, the courts of the State of Oregon sitting in Washington County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in United States District Court for the District of Oregon or, if such court does not have subject matter jurisdiction, the courts of the State of Oregon sitting in Washington County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
16. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT may HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
17. Attorney Fees. In the event suit or arbitration or other action is instituted by any Party against the other, the prevailing party shall be entitled to recover from the losing party their costs and reasonable attorney fees, including all such costs and fees in any appellate proceeding relating thereto, which amount shall be determined by the court before which the matter is tried, heard or decided.
IN WITNESS WHEREOF, Customer has caused this Agreement to be executed as of the Date of the Signed Quote.