Reseller terms & conditions

By signing an agreement with ChargeLab to resell software, the company ("Reseller") hereby enters into this Reseller Agreement with ChargeLab USA Inc. (“ChargeLab”), a Delaware corporation with a mailing address at 1049 El Monte Ave, Suite C #592, Mountain View, CA 94040.

 

WHEREAS ChargeLab provides a charging station management system ("CSMS") and EV charging Network Services; and WHEREAS Reseller wishes to distribute, resell, or offer some or all of the Network Services and ChargeLab is willing to make such appointment on the terms contained herein; NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

 

The following definitions apply to capitalized terms in this Reseller Agreement. All other capitalized terms are defined in the body of the Reseller Agreement.

 

1.1. “Affiliate" means to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

 

1.2. "Connectivity Services" means ChargeLab's supply of SIM cards and cellular network data to Reseller and its Customers. Chargelab is not a cellular network operator, but resells services of third-party cellular network operators and mobile virtual network operators (MVNOs). ChargeLab's current cellular network providers include Rogers, Hologram, and Twilio (KORE), however, these vendors are subject to change.

 

1.3. “Customer” means any entity that purchases Network Services for its own internal use, typically a third-party end customer that has purchased ChargeLab Network Services resold by Reseller.

 

1.4. "Documentation" means any user documentation, on any media, provided by ChargeLab for use with the Network Services.

 

1.5. "End User" means end users of EVCS owned or managed by Reseller or a Customer.

 

1.6. "EVCS" means electric vehicle charging stations, including both Level 2 charging stations ("Level 2 EVCS") and DC fast charging stations ("DCFCs").

 

1.7. "Network Services" means ongoing subscription access to ChargeLab’s charging station management system ("CSMS"), a proprietary software solution for connecting and administering EVCS. For Network Services, the EVCS are already, or will be, installed by a third-party at properties owned or managed by Customers.

 

1.8. "Territory" means the United States of America. Both parties may discuss in good faith and agree to expand the Territory to other areas if it is applicable based on terms and conditions agreed by both ChargeLab and Reseller.

 

 

2.1. Authorization and Appointment. ChargeLab hereby authorizes and appoints Reseller as a non-exclusive partner to purchase Network Services from ChargeLab and to market, sell, or incorporate for resale ChargeLab Network Services to Customers in the Territory. Reseller accepts the appointment.

 

2.2. Restrictions on Appointment. Reseller's authorization from ChargeLab to resell ChargeLab Service is limited to the Territory. Additional sales locations must be pre-approved by ChargeLab.

 

2.3. Revision of Authorization. ChargeLab reserves the right to revise the list of Network Services at any time during the term of this Reseller Agreement.

 

 

ChargeLab hereby grants Reseller a non-transferable, non-exclusive license to use and distribute ChargeLab software and Network Services.

 

 

4.1. Services. ChargeLab will maintain an up-to-date list of Network Services (“ChargeLab SKU List”). ChargeLab SKU List is non-confidential and may be shared with Customers. Depending on Reseller's marketing and sales strategy, ChargeLab SKU List may be provided with ChargeLab branding, Reseller branding, or branding of both parties.

 

4.2. Service Prices. ChargeLab SKU List shall specify recommended sales prices (“Selling Prices”). The above order form shall specify any applicable partner discount ("Partner Discount"). While ChargeLab provides recommended Selling Prices, Reseller may choose its own resale prices to bill Customers.

 

4.3. Advertised Service Prices. While Reseller may bill its Customers any price for Network Services, Reseller shall not publicly advertise any prices lower than the Selling Prices. This includes posting on any website, printed collateral, or other material available to the general public. Reseller is free to publicly advertise the Selling Prices or any price higher than the Selling Prices.

 

4.4. Revision of Service Prices. ChargeLab reserves the right to revise Selling Prices and Partner Discount from time to time. ChargeLab shall provide Reseller an updated ChargeLab SKU List and at least 90 days notice before new prices take effect.

 

4.5. Services Payment Processing. Reseller shall bill Customers directly for Network Services. ChargeLab will invoice Reseller for any Network Services purchased for resale. All invoices shall be paid within thirty (30) days of the date of the invoice via direct deposit to the bank account specified by ChargeLab.

 

4.6. Taxes. Reseller shall be responsible for all taxes associated with the sale of Network Services other than US taxes based on ChargeLab’s net income.

 

4.7. Currency. All references in this Reseller Agreement and its Schedules to currency are to United States Dollars and all payments shall be made in United States Dollars unless otherwise agreed to in writing.

 

4.8. Network Services Terms and Conditions. The Network Services shall be used by Reseller and their Customers in accordance with the ChargeLab Network Services Agreement hosted at https://www.chargelab.co/terms-and-conditions/us-services. This agreement may be updated from time to time by ChargeLab.

 

 

5.1. Compatibility. ChargeLab does not represent, guarantee or warrant functionality of the Network Services with EVCS models and firmware versions that have not been tested and approved by ChargeLab. The open charge point protocol ("OCPP") is solely a communication standard. EVCS manufacturers that claim to be OCPP-compliant may have only implemented part of the protocol, may have incorrectly interpreted the protocol or may ship hardware with other firmware bugs. ChargeLab does not represent, guarantee or warrant functionality of the Network Services with EVCS models that claim to be OCPP-compliant unless such models have been tested and approved by ChargeLab.

 

5.2. Third-Party EVCS Manufacturers. ChargeLab is not an EVCS manufacturer. Notwithstanding anything to the contrary set out herein, ChargeLab shall not be responsible for the functionality of EVCS hardware, the maintenance of EVCS firmware, or troubleshooting issues related to EVCS hardware and firmware.

 

5.3. Approved EVCS. Reseller shall consult with ChargeLab to ensure that the EVCS hardware purchased is compatible with the Network Services and Connectivity Services provided by ChargeLab. ChargeLab reserves the right to approve or reject the make and model of EVCS hardware, in addition to EVCS firmware version, to ensure compatibility. A previously approved EVCS may be deemed no longer approved or compatible if loaded with an unapproved firmware version that has not undergone ChargeLab compatibility testing.

 

5.4. New EVCS. If Reseller selects an EVCS hardware model or firmware version that has not been previously tested and approved by ChargeLab, additional fees may apply for testing and validation of the hardware and firmware.

 

5.5. Hardware Release. ChargeLab shall not be liable for any issues, loss or damages arising from the use of hardware that has not been approved by ChargeLab. Reseller on behalf of itself and its Customers and End Users hereby releases and forever discharges ChargeLab from any and all liability for such issues, losses or damage. ChargeLab cannot guarantee the performance of any EVCS hardware, including approved EVCS. As contemplated in Section 5.2, ChargeLab is not an EVCS manufacturer. Firmware bugs and other EVCS issues will not always be detected in ChargeLab compatibility tests.

 

 

6.1. SIM Cards. SIM cards ("SIMs") provided by ChargeLab may only be inserted in a charging device model that is pre-approved for SIM use by ChargeLab. The SIM shall not be used for any other purpose. ChargeLab shall not be responsible for any maintenance or removal of the SIMs once they are inserted into the charging device. Should SIMs need to be replaced in order to change cellular network providers or otherwise improve connectivity, ChargeLab shall provide replacement SIMs but shall not be responsible for any costs or expenses incurred by Reseller or its Customers in connection with replacing SIMs.

 

6.2. Third-Party Cellular Data Providers. ChargeLab is not a telecommunications or cellular data provider and does not provide any representation, guarantee or warranty in respect of the availability, quality, or reliability of connectivity at the charging site. It is the responsibility of the Reseller and Customer to verify the signal strength at the installation site prior to installation of the charging devices.

 

6.3. Data Cap. ChargeLab cellular data plans include up to 200 MB of data usage per month per SIM. In the event of additional usage, Reseller will pay ChargeLab for such additional usage on a monthly basis in arrears at a rate of $0.10 per MB.

 

6.4. Configuration. Reseller shall notify ChargeLab prior to hardware shipment if they require ChargeLab to configure the SIMs for use with the charging device. If Reseller chooses to configure the SIMs themselves, Reseller shall provide Seller with a list of SIMs and device IDs for ChargeLab’s records.

 

6.5. Termination of Other Services. In the event that the EVCS is replaced or sold, or in the case that this Agreement is terminated, Reseller shall be responsible for removing the SIM from the device and shall notify ChargeLab of the removal. ChargeLab shall not be responsible for any charges or fees associated with the use of the SIM after the removal from the charging device or termination of service.

 

6.6. Connectivity Services Indemnification. Reseller shall indemnify, defend, and hold harmless ChargeLab and its employees, officers, directors, affiliates, agents, contractors, successors, and assigns from and against any and all claims, damages, liabilities, losses, costs and expenses (including legal fees) arising out of or related to Reseller’s use, maintenance, or removal of the SIMs or Connectivity Services.

 

 

7.1. White-Label Services. Reseller may wish to offer Network Services under their own brand or a newly created brand which they own (“White-Label Brand”). ChargeLab will customize and operate a version of select Network Services featuring the White-Label Brand in exchange for fees specified in this Order Form(“White-Label Fees”). ChargeLab’s obligation to provide White-Label Services are contingent upon the ongoing payment of all White-Label Fees and a reasonable delay to complete the initial development of the White-Label Services.

 

7.2. License. Reseller hereby grants ChargeLab a transferable, non-exclusive license to use the White-Label Brand and marks for the purpose of the White-Label Services.

 

7.3. Multiple Services. ChargeLab offers multiple distinct Network Services, including but not limited to core EVCS administration services, web app, iOS mobile apps, Android mobile apps, Customer dashboard & reports, End User reports, and RFID card management. Each Service shall be treated independently for the purposes of white-labeling. A payment of White-Label Fees for one Service does not create any obligation for ChargeLab to provide other White-Label Services. Each White-Label Service must be purchased separately, though ChargeLab reserves the right to bundle multiple White-Label Services. The bundling of multiple Services for white-labeling purposes does not constitute the merger of such Network Services for any other purposes.

 

7.4. Updates. Any updates to ChargeLab’s Core Network Services will be automatically added to the White-Label Services subject to a reasonable implementation delay and good standing for payment of the White-Label Fees. The definition of Core Network Services is determined by ChargeLab’s internal product teams and subject to change from time to time.

 

7.5. Interchangeable Language within this Reseller Agreement. Within this Reseller Agreement, the meaning ChargeLab Services and White-Label Services are interchangeable for the purposes of Section 7. For further clarity, if Reseller purchases White-Label Services, they may promote the White-Label Services in the place of ChargeLab Network Services.

 

7.6. Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of ChargeLab’s provision of White-Label Services.

 

7.7. Custom Services. In conjunction with the purchase of White-Label Services or through a separate agreement, Resller may request that ChargeLab add custom features, capabilities, and components to its Services (“Custom Services”). ChargeLab will deliver Custom Services after payment of Custom Services Fees and reasonable development delays. Unless otherwise specified, ChargeLab shall own all intellectual property related to the Custom Services and reserves the right to offer the Custom Services to other customers or add them to ChargeLab’s Core Services.

7.8. Additional White-Label & Custom Services. From time to time, Reseller may wish to purchase additional White-Label & Custom Services. This Reseller Agreement may be appended with additional White Label & Custom Services Schedules. These Services will be subject to the terms specified in this Reseller Agreement.

 

 

8.1. Marketing Resources. ChargeLab shall provide documents and other resources to support the marketing and sales of the Network Services.

 

8.2. Technical Support. ChargeLab shall provide technical support for the configuration and provisioning of the Network Services. This includes instructional videos, web-based instruction pages, documentation, email support, and phone support for Customers.

 

8.3. Promotion of Reseller Products. ChargeLab’s Network Services are compatible with other brands of EVCS products that may be considered competitive to Reseller Products. During the Term of this Reseller Agreement, ChargeLab will not recommend competing EVCS Products to Customers who were first put into contact with ChargeLab by Reseller (“Reseller Customers”).

 

8.4. Cooperation. ChargeLab agrees to use its best efforts to help Reseller meet the sales goal mutually agreed upon between Reseller and ChargeLab.

 

8.5. Support. ChargeLab shall provide Tier 1 support to End Users of Network Services through a 24/7 phone hotline, support email address, and other channels that may be added or removed by ChargeLab from time to time. Tier 1 support shall be limited to informing End Users about how to interact with EVCS that are actively connected to Network Servies and troubleshooting basic issues, including but not limited to vehicle compatibility, EVCS status, and End User account status. Tier 1 support doesn't include troubleshooting hardware or firmware, debugging ChargeLab's software or services, or any on-site visit or intervention. Not all EVCS issues can be resolved remotely by Tier 1 support. In cases where issues cannot be solved by Tier 1 support agents, they will be escalated to Tier 2 through a ticket filing process. ChargeLab may use third-party call centers to provide Tier 1 support.

 

 

9.1. Marketing. Reseller shall use its best efforts to market, advertise, and otherwise promote and sell the Network Services in the Territory.

 

9.2. Employee Training. Reseller shall ensure that any of its employees who are responsible for the marketing, sales, and technical support of the Network Services have proper skill, training and background to perform such functions in a professional manner.

 

9.3. Cooperation. Reseller agrees to work closely with ChargeLab and use its best efforts to meet the sales goal mutually agreed upon between Reseller and ChargeLab.

 

9.4. Sales Forecast. Reseller shall provide ChargeLab with a quarterly sales forecast, the format of which shall be mutually agreed upon from time to time.

 

9.5. Reverse Engineering. Reseller will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Network Services or any software, documentation or data related to the Network Services (“Software”); modify, translate, or create derivative works based on the Network Services or any Software (except to the extent expressly permitted by ChargeLab or authorized within the Network Services); or remove any proprietary notices or labels.

 

9.5. Support. Reseller shall be responsible for supporting its Customers, including responding to all technical and non-technical questions about the Network Services. ChargeLab's Tier 1 support is limited to End Users. ChargeLab will directly support Reseller with issues and questions related to the Network Services, but will not directly interface with Reseller's Customers.

 

 

10.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of ChargeLab includes non-public information regarding features, functionality and performance of the Network Services. Proprietary Information of Reseller includes non-public data provided by Reseller. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Network Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

 

10.2. Ownership of Customer Data shall be assigned by respective Network Services Order Forms, including in the case Reseller acts as a Customer. Ownership of End User Data shall be assigned by respective End User License Agreements. ChargeLab shall own and retain all right, title and interest in and to (a) the Network Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Network Services or support, and (c) all intellectual property rights related to any of the foregoing.

 

10.3. Notwithstanding anything to the contrary, ChargeLab shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network Services and related systems and technologies (including, without limitation, information concerning Customer Data, End User Data and data derived therefrom), and ChargeLab will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Network Services and for other development, diagnostic and corrective purposes in connection with the Network Services and other ChargeLab offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

 

10.4. Reseller may, whether in connection with its own trademarks, use the then current Service names, logos and other marks ("Marks") on the Network Services and all marketing and promotional material therefore as authorized by ChargeLab for all proper purposes in the performance of Reseller's duties hereunder. Reseller's use of such Marks shall be in accordance with ChargeLab' policies in effect from time to time, including, but not limited to, trademark usage and advertising policies. Reseller shall have no claim or right in such Marks and Reseller shall not make any claim or contest the use of any such Mark authorized by ChargeLab. Except as expressly authorized in writing by ChargeLab, Reseller shall not file or attempt to register any Mark or any mark confusingly similar thereto.

 

 

11.1. Term. This initial term of this agreement shall be a one year Contract Period, unless otherwise specified (the “Initial Term”), unless earlier terminated under this Reseller Agreement.

 

11.2. Renewal. Subject to earlier termination as provided below, this Reseller Agreement shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

 

11.3. Termination without Cause. Either party may terminate this Reseller Agreement without cause upon ninety (90) days prior written notice to the other party.

 

11.4. Termination for Cause. Either party may terminate this Reseller Agreement, effective immediately upon written notice to the other party if: (a) the other party materially breaches any term of this Reseller Agreement and fails to cure such breach, which is a curable breach, within thirty (30) days after receipt of the non-breaching party's written notice of such breach; (b) the other party materially breaches any term of this Reseller Agreement which is not capable of cure; (c) the other party dissolves, becomes insolvent or makes a general assignment for the benefit of its creditors; (d) a voluntary or involuntary petition or proceeding is commenced by or against the other party under federal, state or foreign bankruptcy laws; or (e) the other party becomes insolvent, is unable to pay its debts as they become due or ceases to conduct business in the normal course. Termination of this Reseller Agreement under this Section will be without prejudice to any other remedy which may be available to a party under applicable law.

11.5. Effects of Termination. Upon any termination or expiration of this Reseller Agreement: (a) Reseller shall cease to be an authorized Reseller and all rights and licenses granted to Reseller hereunder shall cease; (b) Reseller shall immediately: (i) cease all distribution of the Network Services; (ii) discontinue any use of the Marks; and (iii) cease to promote, solicit or procure orders for the Network Services.

 

11.6. Continuing Obligations. The termination of this Reseller Agreement shall not release Reseller from the obligation to pay any sum that Reseller may then owe to ChargeLab, or from the obligation to perform any other duty or to discharge any other liability incurred by Reseller prior thereto. The termination of this Reseller Agreement shall not release ChargeLab from the warranties in this Reseller Agreement.

 

 

12.1. Indemnity. Reseller shall indemnify and hold ChargeLab harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which ChargeLab incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Reseller under this Reseller Agreement or any breach of this Reseller Agreement by Reseller.

 

12.2. Conditions to Indemnity. Reseller's obligations under this Section are contingent upon: (a) ChargeLab promptly gives written notice of any claim to Reseller; (b) at Reseller's expense, ChargeLab provides reasonable assistance which Reseller may reasonably request for the defense of the claim; and (c) Reseller has the right to control the defense or settlement of the claim, provided, however, that ChargeLab shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

 

 

13.1. Indemnity. ChargeLab agrees to hold Reseller harmless from and indemnify all liability for infringement of any patent, copyright or trademark rights or other intellectual property rights of third parties which result from the sale of Network Services. ChargeLab agrees to defend Reseller in such infringement suit or any Network Services liability suit resulting from the use or sale of Network Services, including but not limited to, out of court settlements, court costs, reasonable attorney's fees or any money judgment awarded at the conclusion of such suits subject to the understanding that ChargeLab shall have exclusive control over the defense and/or settlement of such suits.

 

13.2. ChargeLab's obligations under this Section are contingent upon Reseller (a) giving prompt written notice to ChargeLab of any such claim; (b) allowing ChargeLab to control the defense and any related settlement of any such claim; and (c) furnishing ChargeLab with reasonable assistance in the defense of any such claim, so long as ChargeLab pays Reseller's reasonable out-of-pocket expenses.

 

13.3. Limitations of Indemnity. ChargeLab shall have no obligation under this Reseller Agreement for any claim of infringement or misappropriation to the extent that it results from (a) modifications to the Network Services made other than by ChargeLab; (b) failure of Reseller to use updated or modified Network Services provided by ChargeLab to avoid a claim of infringement or misappropriation; (c) compliance by ChargeLab with designs, plans or specifications furnished by or on behalf of Reseller; or (d) any tampering with Network Services source code by non-ChargeLab personnel.

 

13.4. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND THE EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS

 

 

ChargeLab makes no warranty for Reseller Products (including Reseller EVCS). ChargeLab shall use reasonable efforts consistent with prevailing industry standards to maintain the Network Services in a manner which minimizes errors and interruptions in the Network Services. Network Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by ChargeLab or by third-party providers, or because of other causes beyond ChargeLab’s reasonable control, but ChargeLab shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, CHARGELAB DOES NOT WARRANT THAT THE NETWORK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NETWORK SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE NETWORK SERVICES ARE PROVIDED “AS IS” AND CHARGELAB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, CHARGELAB AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS RESELLER AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CHARGELAB’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY RESELLER TO CHARGELAB FOR THE NETWORK SERVICES UNDER THIS RESELLER AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT CHARGELAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

 

If any provision of this Reseller Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Reseller Agreement will otherwise remain in full force and effect and enforceable. This Reseller Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent. This Reseller Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Reseller Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Reseller Agreement and Reseller does not have any authority of any kind to bind ChargeLab in any respect whatsoever. In any action or proceeding to enforce rights under this Reseller Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Reseller Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Reseller Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. A party shall not be liable for any failure of or delay in the performance of this Reseller Agreement for the period that such failure or delay is due an event of force majeure. Each party shall be responsible for: (a) complying with all export restrictions, laws and regulations; (b) securing all permits and other licenses necessary to carry out its obligations under this Reseller Agreement; and (c) paying all tariffs, duties and the like, associated with its export of any goods or the use of any information in connection with the Network Services. This Reseller Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.