Autochargers.ca Corporation (the “Company”) is an authorized supplier and/or reseller of the Products (as defined below) throughout Canada.

The Company desires to grant to you (the “Participant”) certain rights to participate in the Program (as defined below) to store, display, warehouse, sell and/or distribute the Products.

This Partner Program Agreement (the “Agreement”) sets forth the terms and provisions of the parties in connection with the Participant’s rights to participate in the Program during the Term (as defined below).

NOW THEREFORE in consideration of these premises and the mutual covenants, agreements and conditions hereinafter contained and for other good and valuable consideration (the receipt, adequacy and sufficiency of which is hereby mutually acknowledged), the parties hereto do hereby covenant and agree as follows:

DEFINITIONS

For the purposes of this Agreement, the following definitions shall apply (in addition to any other capitalized terms defined elsewhere herein):

“Business Day” means a day other than a Saturday, Sunday or statutory or banking holiday in Toronto, Ontario.

“Person” means any individual, company, firm, trust, partnership, corporation or other legal entity of any nature or kind whatsoever and “Persons” has a similar meaning.

“Products” means the JuiceBox Pro 40® fast portable electric car charger product manufactured under license by the Company and/or otherwise supplied in any manner by the Company.

“Program” means the Company’s program of authorizing various Participants from time to time to store, display, warehouse, sell and/or distribute the Products, all on the terms set out in this Agreement.

“Storage Location” has the meaning set forth in Schedule A applicable only to the Platinum Partner Level detailed in Schedule A.

“Term” has the meaning set forth below.

GRANT OF PARTICIPATION RIGHTS

During the Term and subject to the provisions hereof, the Company hereby grants and authorizes the Participant the right to participate in the Program and purchase Products from time to time from the Company for resale by the Participant, all as set forth in Schedule A hereto (collectively, the “Participant Rights”).

Except with the Company’s prior written consent, the Participant shall have no right to assign, lease or transfer any of the rights granted to it hereunder nor appoint any sub-distributors, agents, brokers, dealers or other channels of sale or distribution in connection with the Participant’s participation in the Program.

The Participant shall not be permitted under any circumstances whatsoever to provide any warranty or other service or maintenance in respect of any of the Products. All Product warranties, service and/or maintenance shall be provided solely by the Company, subject to and in accordance with the terms of the Company’s standard warranty for the Products.

TERM

This Agreement shall be effective from and following the Effective Date and, unless terminated earlier by the Company in accordance with the provisions of this Agreement, shall remain in effect for (a) an initial period of one (1) year commencing from the Effective Date (the “Initial Term”) and (b) provided that the Participant remains in full compliance with all of its obligations hereunder, the Initial Term may be renewed by the Company, in its sole discretion, for successive twelve (12) month renewal periods (each a “Renewal Term”). The Initial Term and all Renewal Terms hereunder shall be collectively referred to herein as the “Term”.

TERMINATION

The Company may terminate this Agreement (subject to those provisions hereof which either expressly or by their nature survive such termination) at any time for convenience on ten (10) days’ written notice to the Participant.

Upon expiration or termination of this Agreement for any reason whatsoever, the following additional provisions shall apply (unless other terms are agreed upon by the parties in writing):

•all of the Participant Rights shall immediately terminate and cease (including the rights granted to the Participant by the Company as set out above or in Schedule A hereto);
•all payments owing by the Participant to the Company hereunder for the purchase of any Products shall be immediately paid in full; and
•subject to payment in full by the Participant, the Company shall deliver to the Participant all Products subject to order from the Company immediately prior to the date of expiration or termination; and
•the Participant shall return to the Company and/or destroy and certify the destruction of all Confidential Information (as defined below).

COMPANY MARKS

To the extent only as necessary to fulfil its obligations hereunder, the Participant shall have the limited right, as directed by the Company, to use the Company’s names, logos and/or trademarks (collectively, “Company Marks”). Nothing in this Agreement shall be deemed in any way to constitute any transfer or assignment by the Company of any of the Company Marks to the Participant or give the Participant any right, title or interest in or to any of the Company Marks and the Participant acknowledges that all Company Marks are, and shall remain, the exclusive and sole property of the Company.

INSPECTION RIGHTS

During the Term and upon reasonable written notice from the Company, the Company shall have the right, during regular business hours, to attend at the Storage Location and inspect the Participant’s Product display unit for purposes of ensuring the Participant’s compliance with all of its obligations hereunder.

CONFIDENTIALITY

The Participant agrees that it shall keep confidential, and shall not divulge to any Person or use for any purpose other than the performance of its obligations hereunder, any financial, intellectual property or other information, data or materials (either in written or electronic format) acquired, directly or indirectly, from the Company which in any manner is sensitive, non-public or otherwise prejudicial to the interests of the Company (collectively, “Confidential Information”). The foregoing obligations of confidentiality shall not apply to any information, data or materials that (a) were known to the Participant at the time of disclosure, (b) are at the time of disclosure or later become publicly known under circumstances involving no breach of this Agreement or (c) are required to be disclosed by the Participant pursuant to any law, rule, regulation or order of any governmental or competent regulatory agency or authority in any jurisdiction, provided that the Participant provides the Company with a reasonable prior opportunity to limit such disclosure to the extent permitted by law.

AMENDMENTS

THE COMPANY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO AMEND, MODIFY OR VARY (COLLECTIVELY, “AMENDMENTS”) THESE TERMS AND CONDITIONS (INCLUDING SCHEDULE A) AT ANY TIME AND SUCH AMENDMENTS SHALL BE EFFECTIVE UPON POSTING OF SUCH AMENDED TERMS AND CONDITIONS ON THIS WEBSITE. THE PARTICIPANT AGREES TO REVIEW THE TERMS AND CONDITIONS OF THIS WEBSITE PERIODICALLY TO BE AWARE OF SUCH AMENDMENTS AND THE PARTICIPANT’S CONTINUED USE OF THIS WEBSITE SHALL BE DEEMED CONCLUSIVE ACCEPTANCE BY SUCH PARTICIPANT OF SUCH AMENDED TERMS AND CONDITIONS.

FUNCTIONAL EQUIVALENCY

The Participant agrees that electronic pages accessed by it on this website are written documents and that by electronically acknowledging by “clicking” any “buttons” stating “OK” or “I Accept”, “proceed”, “continue”, “approve” or “buttons” with similar intent shall have the same legal effect as the Participant (or its officer) having placed its or his signature by hand and provided hardcopy versions of such pages with intent to be legally bound with the Company for their content. The Participant accept any records or documents stored or produced by the Company through electronic means or device as sufficient evidence for all purposes to establish such documents and the contents as correct, authentic and binding on the Participant.

YOU SHOULD PRINT OUT A HARDCOPY OF THESE TERMS AND CONDITIONS FOR YOUR RECORDS.

GENERAL PROVISIONS

Any disputes arising involving the Participant’s use of this website or this Agreement will be exclusively governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. The Participant expressly consents to the exclusive forum, jurisdiction and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario or any other judicial district or jurisdiction as the Company may determine in any and all actions, disputes or controversies relating hereto. The parties specifically agree that the performance of this Agreement, in all its respects, does not take place outside the jurisdiction of the Province of Ontario, Canada. If any of these terms are deemed invalid or unenforceable for any reason, then the invalid or unenforceable provision will be severed from these Terms and Conditions and the remaining terms will continue to apply. Any failure to enforce any of the provisions set out in these Terms and Conditions shall not be construed as any waiver of such provisions and shall not affect the validity of these Terms and Conditions, or the Company’s rights hereunder. The Company reserves the right to provide notice to the Participant, from time to time, either by mail, e-mail or posting on this website. These Terms and Conditions, which are hereby accepted by the Participant upon use of this website, contain the entire agreement between the Company and the Participant regarding the use of this website and this Agreement. The parties have required that these Terms and Conditions and all documents relating thereto be drawn up in English only. If relevant, the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Unless otherwise provided herein, all references to “$” or currency or money in this Agreement shall mean lawful currency of Canada.The Participant agrees to defend, indemnify and hold harmless the Company (and its shareholders, directors, officers, employees and agents) for any costs, expenses, losses, liabilities, actions, proceedings, demands, third party or other claims and/or other damages (including, without limitation, reasonable legal fees and expenses) arising, directly or indirectly, from any breach by the Participant of its obligations hereunder and/or from the Participant’s acts, omissions and performance hereunder.

SCHEDULE A

Program Levels and Details (in effect until December 31, 2018 and subject to further amendment by the Company thereafter):


The Company will be providing the Participant with special Silver, Gold or Platinum logos, as applicable (collectively, the “Participant Program Logos”).

The Participant shall be required to reproduce such Participant Program Logos on its own website (i.e., on the same web page of its website on which the Participant promotes any JuiceBox® product offerings).

Payment, shipping, delivery, warranty and/or other purchase terms shall be set forth in the Company’s standard invoice form, in effect from time to time.

Silver Partner Level:

•The Silver Partner Level is suitable for electrical firms and small resellers.
•The Participant will automatically become a Silver Partner upon execution of this Agreement.
•Provides an automatic 5% discount off the Base MSRP for up to 5 Products purchased under this Agreement.

Gold Partner Level:

•The Gold Partner Level is suitable for electrical firms, resellers and auto dealerships.
•The Participant will automatically become a Gold Partner upon purchasing 5 Products under this Agreement.
•The following additional calendar quarter discounts are automatically applied to a Gold Partner (with the discount being applied to the next calendar quarter based on sales in the immediate prior calendar quarter):

  for 6 to 9 Products sold in the immediate prior calendar quarter, a 10% discount will be applied in the next calendar quarter;

  for 10 to 19 Products sold in the immediate prior calendar quarter, an 11% discount will be applied in the next calendar quarter;

  for 20 to 29 Products sold in the immediate prior calendar quarter, a 12% discount will be applied in the next calendar quarter;

  for 30 to 39 Products sold in the immediate prior calendar quarter, a 13% discount will be applied in the next calendar quarter;

  for 40 to 49 Products sold in the immediate prior calendar quarter, a 14% discount will be applied in the next calendar quarter; and

  for 50 or more Products sold in the immediate prior calendar quarter, a 15% discount will be applied in the next calendar quarter.


•The Platinum Partner level is suitable mostly for high volume resellers, auto dealerships, electrical wholesalers, large electrical companies and department stores.
•Once a Participant has purchased more than 50 Products under this Agreement, the Participant is eligible to apply to the Company to become a Platinum Partner.
•The Company reserves the right, in its sole discretion, to approve of any Platinum Partner applications based on various factors determined by the Company, including location, level of sales and other strategic considerations.
•A Platinum Partner must have an office location (a “Storage Location”) where the Participant’s customers view Products through a Participant hosted display unit at such office location.
•Eligibility to participate as a Platinum Partner requires the purchase of the Display Unit from the Company and the purchase of at least 5 Products to be used solely for display/inventory purposes.
•A Platinum Partner is entitled to a 15% discount off the Base MSRP.
•A Platinum Partner is also entitled to be located on the Company’s Display Units map and their corporate logos will be promoted on the Company’s web site.
•If any customers who purchase and pay for any Products directly from the Company wish to pick-up their Products directly from the Platinum Partner’s Storage Location (a “Customer Pick-up”), the Platinum Partner agrees (subject to Product availability) to forthwith release such Products to the customers and, in such case, the Company will replenish, without delay or cost to the Platinum Partners, all such Products so released to such customers through any Customer Pick-Up.

© Autochargers.ca Corporation. 2017. All Rights Reserved.