EV Charging Subscription Agreement  

Terms and Conditions of Service

The terms and conditions of service set forth herein constitutes an electric vehicle charging subscription agreement by and between Humm Energy, LLC (hereinafter “Humm”) and the Subscriber (hereinafter “Subscription Agreement”).  The Subscription Agreement is the entire agreement between the parties, and no rights are created in favor of either party other than what is specified in this Subscription Agreement.

Whereas, Humm and the owner/manager of the Host Property entered into a Host Agreement whereby Humm agreed, subject to certain terms and conditions, to make significant infrastructure investments to the Host Property and install, own, operate, service and maintain both common area and, in certain cases, individual electric vehicle charging stations as a service to its residents or homeowners;

Whereas, Subscriber desires to access and use Humm’s electric vehicle charging stations at the Host Property;

Whereas Humm desires to provide Subscriber access to its electric vehicle charging services subject to the terms and conditions of service set forth herein;

NOW THEREFORE, IN CONSIDERATION OF MUTUAL BENEFITS AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.    Definitions

a.      “Account” means the account established by Humm for Subscriber, which shall generally include an account number and billing information so that Subscriber can be invoiced on a monthly basis by Humm.

b.     "Charging Station(s)" means the electric vehicle charging station(s) owned, operated and maintained by Humm pursuant to the Host Agreement. 

c.      “Host Agreement” means the Charging System Host Agreement entered into between Humm and the owner/manager of the Host Property.

d.     "Host Property" means the property where the Charging Stations are located that are the subject of this Subscription Agreement.

e.     “Humm System” means all electrical and data equipment, including transformers, electrical panels, switches and wiring, hardware, and software installed by Humm, the Charging Stations, all Humm signage and all supporting equipment and structures, including without limitation concrete pads and protective bollards.

f.       "Software" means the computer software licensed by Humm to allow Subscriber to access the Charging Station, and monitor its charging sessions and use, and shall initially be the JuiceEnterprise software developed by Enel X Way.

2.   Electric Vehicle Charging Services

a.      This Agreement sets forth the terms and conditions of service which apply to the Charging Stations, the Humm System and other services provided by Humm to the Subscriber. No representation, warranty, term or condition, other than as specifically set forth in this Agreement, shall be binding on the Parties.

 b.     Humm, its approved subcontractors, affiliates, and/or agents shall install, operate, maintain and service the Humm System and the Charging Stations at its sole cost as part of and consistent with the Host Agreement. 

c.      Humm shall ensure that Subscriber has access to customer service and technical support in relation to the use of the Charging Stations, phone applications and operating software during extended business hours both by phone and through an online help center. 

d.     Humm shall ensure the Charging Stations are connected to the internet and shall remotely monitor the system through a communication, control and intelligence platform.  Humm will attempt to correct interruptions of service due to technical malfunction at Humm’s expense.

e.     Subscriber shall not directly or indirectly service, repair, modify, replace or adjust any Charging Station.  Humm reserves all rights to charge Subscriber for all costs incurred for unauthorized services, repairs, tampering or other adjustments to the Charging Stations resulting in damage to, or lost revenue from, the Charging Station or the Humm System.

f.       Humm, at any time and for any commercially-appropriate reason during the Term, and at its sole cost and expense, may elect to upgrade, revise, alter, or swap any equipment or software installed as part of the Humm System; provided the performance and features of the equipment or software is equal to or better than the equipment initially installed.

g.     Humm reserves the right at its sole discretion to terminate this Agreement or deny access to the Charging Stations to any Subscriber or resident for failing to make timely payment, blocking or preventing other residents from utilizing the common area equipment, damaging, altering or tampering with the equipment or otherwise violating the terms and conditions of this Subscription Agreement.

h.     Subscriber may terminate or cancel their Account at any time for any reason upon sending written notice to Humm via e-mail (info@hummenergy.com) or by postal service (to the address listed in this Agreement for Notice to Humm).  This Subscription Agreement shall automatically terminate upon the termination or expiration of the Host Agreement.

i.       Once this Subscription Agreement is terminated or canceled, Subscriber shall no longer have any right to utilize or access any of the electric vehicle charging services provided by Humm through the Humm System or its Charging Stations.  Subscriber is responsible for all fees up to the date of termination of the service. Subscriber agrees that the obligation to pay amounts due under this Agreement will survive termination of this Agreement.

j.       Subscriber shall be responsible for notifying Humm of any changes to its account information (e.g. address, email, phone, etc.).

k.      Transfer of the Account or any Subscriber's rights or obligations hereunder to any other person or entity, or to a new residence, is prohibited without prior authorization from Humm.

3.     Dedicated Charging Stations (Only)

a.      Subscriber agrees to pay a one-time, non-refundable deposit of service in the amount agreed to under the Host Agreement (“Deposit”) in consideration for Humm installing both a dedicated, electrical circuit from the electrical infrastructure of the Humm System and a Charging Station to be located at Subscriber’s parking space for its sole and exclusive use.  Humm is solely responsible for supervising, managing and conducting the installation activities for the Charging Station, including the hiring and coordination of all vendors and contractors.

b.     Both Humm and Subscriber shall be subject to the same terms and conditions as set forth in Section 2 herein (Electric Vehicle Charging Services) with respect to the dedicated Charging Station;

c.      To the extent any portion of the Humm System or Charging Station is located on deeded property owned by Subscriber, Subscriber hereby grants Humm an irrevocable license during the Term of the Host Agreement (the “License”) for access to, on, over, under and across the Subscriber-owned property for the purposes of (i) designing, installing, constructing, operating, owning, maintaining, accessing, removing and replacing the Humm System and Charging Station; and (ii) performing all of Humm’s obligations and enforcing all of Humm’s rights set forth in the Host Agreement and this Subscription Agreement; and (iii) for any other purpose that may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance or repair of the Humm System and Charging Station.   

d.     Humm, its employees, contractors and vendors may, at any time during the hours of 7 am to 7 pm (CST), access the Humm System and Host Property to install, operate, maintain, inspect, repair or replace any Charging Station or portion of the Humm System pursuant to its obligations under the Host Agreement and this Subscription Agreement.

e.     During the Term of the Host Agreement, and upon completion of the installation of the Charging Station, it shall be considered part of the Humm System and Humm shall retain all ownership rights therein and shall have the right to remove all or a portion of the same under the terms of the Host Agreement and this Subscription Agreement, whether or not said items are considered fixtures and attachments to the Host Property or Subscriber’s property under applicable laws.

f.       Subscriber will be invoiced the Deposit, which shall be paid and received by Humm prior to the activation of the dedicated Charging Station.  Subscriber agrees and acknowledges that upon activation of the Charging Station, the Deposit is non-refundable for any reason and under any circumstance, and termination or cancellation by Subscriber of this Subscription Agreement shall not entitle Subscriber to repayment of any portion of the Deposit.

4.   Monthly Subscription and Usage Fees

a.      The monthly subscription and usage fees for the electric vehicle charging services are set forth in the Host Agreement.

b.     Subscriber agrees to timely pay the monthly subscription and usage fees for its use of the Charging Stations as set forth in the Host Agreement, including any applicable local, state or federal fees or sales taxes that may apply. As part of this Subscription Agreement, Subscriber agrees to enroll and make automatic payments through an electronic payment service operated by a reputable, payment processing company incorporated into Humm’s subscription software.  

c.      Humm will send a monthly invoice electronically to Subscriber using the email listed in the Subscriber’s Account.  Upon request, Humm will also send a paper copy of the invoice to Subscriber.  An administrative late fee of $15 may be charged on accounts 30 days past due. There will be only one such administrative charge for each month's charges not paid when due.  Humm may charge a service fee for all returned checks and bank card or charge card chargebacks.

d.     Subscriber will be responsible for all expenses (including reasonable attorneys' fees) incurred by Humm in collecting any amounts due in accordance with this Subscription Agreement and unpaid by Subscriber.

5.      Service Interruptions -- Force Majeure

Humm shall have no liability to Subscriber for interruption of service due to circumstances beyond its control, including without limitation, power outages or curtailments, electric conservation measures instituted by acts of God, natural disaster, regulation or government acts, fire, civil disturbance, strike or weather.

6.    Insurance

Humm shall hold and maintain, at all times during the Term of the Host Agreement, insurance coverage in amounts required by the Host Agreement. 

7.    Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS/REPUTATIONAL HARM, REVENUE, DATA, OR USE, INCURRED BY OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INCLUDING BREACH OF DATA SECURITY OBLIGATIONS, AND ARISING FROM A DATA INCIDENT, AND IN ALL CASES TOTAL LIABILITY FOR THE SERVICES IS LIMITED IN THE AGGREGATE TO THE AMOUNT OF FEES ACTUALLY PAID BY SUBSCRIBER FOR THE CORRESPONDING SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE CLAIM.

8.     Privacy Policy

Humm shall retain Account information, including personal information, that you submit to us, or that we automatically collect through the use of our services, or that we collect from third-party sources.  Humm may use this information for billing purposes and to analyze the usage of the Charging Stations to, among other things, calculate usage fees, improve efficiency, coordinate load balancing applications and provide reports to building management.  All electronic payment transactions are performed through a third-party vendor and Humm does not have access to any of Subscriber’s financial information.  Humm shall not sell personal information collected through this Agreement.  Subscriber shall utilize third-party software in the use of our services and Subscriber shall abide by and be bound by the terms and conditions of those services.

9.      Indemnification

Subscriber agrees to defend, indemnify and hold harmless Humm, its affiliates and third-party service providers and their respective officers, directors, employees and agents, from and against all claims and expenses, including attorneys' fees, arising out of reckless or negligent use of the Charging Stations by Subscriber or otherwise arising out of the use of the Subscriber's Account.

10.   Notifications

Humm may provide Notice to Subscribers, from time to time about various matters, either on-line or by phone or by U.S. Mail. Any notice given to the Subscriber in whose name an Account is registered is deemed notice to all users of the Account. Notice by Subscriber to Humm must be given by electronic message or conventional mail, unless otherwise specified in this Agreement. For the purposes of delivering notice to Humm, Subscriber shall address its communications to: info@hummenergy.com or Humm Energy, LLC, ATTN: Customer Service, 6204 Southwind Lane, McKinney, TX 75070.

11.   Tax Credits, Grants and Other Incentives

Humm is the owner of the Humm System, and retains sole and exclusive rights and interest in all tax credits, grants or other financial incentives that may be available to it as a result of the installation, maintenance and operation of the Humm System or Charging Stations. 

12.    Miscellaneous

This Subscription Agreement and any operating rules for the service established by Humm now or hereafter constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter;  Acceptance of service or execution of this Subscription Agreement shall constitute acceptance of the terms and conditions herein. This Agreement shall be construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules. In the event that any portion of this Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable laws as nearly as possible to reflect the original intentions of the Parties as set forth herein, and the remainder of the Agreement shall remain in full force and effect. No waiver by either Party of any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default.