ELECTRIC VEHICLE CHARGING AGREEMENT
Madison Gas and Electric Company ("MGE") has installed and owns electric charging stations at locations in Dane County (the "Charging Stations"). Such Charging Stations are available for use by authorized owners or users of electric plug-in vehicles ("Vehicle Owner") to charge their plug-in vehicles ("Plug-in Vehicle"), subject to obtaining access to the Charging Station from third-party vendors, such as ChargePoint, Inc. ("Third-Party Vendor"). Subject to the terms and conditions of this Electric Vehicle Charging Agreement ("Agreement"), MGE is willing to provide the Vehicle Owner a discount on the fees assessed at such Charging Stations for the ability to evaluate the use patterns of Vehicle Owners who utilize MGE's Charging Stations ("Charging Program").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, MGE and Vehicle Owner agree as follows:
- Charging Stations. In exchange for Vehicle Owner's agreement to comply with the terms of this Agreement and to use the Charging Stations in conformance with any policies and rules promulgated by MGE, as well as all applicable laws and regulations, MGE authorizes the Vehicle Owner to participate in the Charging Program. Any discounts available to the Vehicle Owner as part of the Charging Program are only available at MGE-owned Charging Stations. The Vehicle Owner will use the Charging Stations in a safe and appropriate manner and only for charging the Plug-In Vehicle. The Vehicle Owner will not damage, abuse, or misuse a Charging Station.
- Information and Energy Data. In order for MGE to evaluate the Charging Program and Charging Station use patterns, the Vehicle Owner will allow MGE to access and acquire information and energy data related to the Plug-in Vehicle, including usage and charging. This information and energy data may come from the Charging Stations, the Plug-in Vehicle, or other sources as they become available, including a Third-Party Vendor.
- Communication. Vehicle Owner authorizes MGE to send the following communications to Vehicle Owner by any reasonable method, which may include emails or texts: (a) electric vehicle news and events and other MGE programs (collectively referred to herein as "Commercial Communications"); (b) transactional and relationship information related to this Agreement; and (c) surveys relating to this Agreement, the Charging Program, electric vehicles, and electric vehicle charging. Subsections (b) and (c) are collectively referred to herein as "Transactional Communications." Vehicle Owner may unsubscribe from Commercial Communications. However, Vehicle Owner will continue to receive Transactional Communications. Vehicle Owner agrees to complete any surveys described in subsection (c) provided that MGE sends such surveys with reasonable frequency.
- Termination of Participation in Program. Either MGE or the Vehicle Owner may terminate the Vehicle Owner's participation in MGE's Charging Program at any time by providing written notice to the other party. Any notices to MGE should be sent to the EV Charging Stations Program at firstname.lastname@example.org. Termination of participation in MGE's Charging Program does not prevent the Vehicle Owner from using any MGE-owned Charging Stations and does not affect any other agreement between the Vehicle Owner and a Third-Party Vendor. Such termination of this Agreement precludes the Vehicle Owner from being eligible for any discount provided through MGE's Charging Program.
- Indemnification. The Vehicle Owner hereby agrees to indemnify and hold MGE and its officers, agents, employees, and board of directors ("Indemnitees") harmless from any and all damages, expenses, and costs, including attorneys' fees, for any loss, damage, or injury to persons or property arising from or related to the Vehicle Owner's alleged negligence or misconduct with regard to the Charging Station.
- Limitation of Liability. THE VEHICLE OWNER EXPRESSLY AGREES THAT IN NO EVENT SHALL MGE BE LIABLE TO THE VEHICLE OWNER, REGARDLESS OF LEGAL THEORY ALLEGED, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, REMOTE, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES TO VEHICLE, DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE USE OR PERFORMANCE OF THE CHARGING STATION. To the maximum extent allowed by law, the Vehicle Owner agrees to, and hereby does, release the Indemnitees from all loss, damage, or injury whatsoever, known or unknown, arising out of or in any manner connected with the use of the Charging Stations. The Vehicle Owner's sole and exclusive remedy against Indemnitees will be that MGE will make any repairs at MGE's expense that MGE deems necessary in the event MGE receives notice from a Vehicle Owner that a Charging Station does not operate properly.
- Disclaimer. MGE IS NOT RESPONSIBLE FOR A LOST OR STOLEN ACCESS CARD, KEY FOB, OR ANY OTHER ACCESS MEANS MADE AVAILABLE FROM A THIRD-PARTY VENDOR. THE VEHICLE OWNER MUST RESOLVE ANY ACCESS-RELATED ISSUES DIRECTLY WITH THE THIRD-PARTY VENDOR THAT PROVIDED THE ACCESS. MGE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE VEHICLE OWNER'S CREDIT, CREDIT CARD INFORMATION, OR ANY SECURITY BREACHES RELATED TO THE VEHICLE OWNER'S PERSONAL INFORMATION AS MGE DOES NOT HAVE ACCESS TO THE VEHICLE OWNER'S CREDIT CARD INFORMATION. THE VEHICLE OWNER'S USE OF THE CHARGING STATIONS IS AT THE VEHICLE OWNER'S OWN RISK. MGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, MGE MAKES NO WARRANTY THAT (i) THE CHARGING STATION WILL MEET THE VEHICLE OWNER'S REQUIREMENTS OR EXPECTATIONS OR (ii) THE OPERATION OF THE CHARGING STATION WILL BE SECURE OR ERROR FREE.
- Assignment of Agreement. Vehicle Owner may not sell or assign all or any part of its interest in this Agreement without MGE's prior written consent.
- Entire Agreement. This Agreement contains the entire agreement between MGE and Vehicle Owner with respect to the subject matter of this Agreement and supersedes all previous negotiations, agreements, or understandings, whether written or oral. This Agreement is binding on each party's permitted successors and assigns. This Agreement shall not be amended without the prior written consent of MGE and Vehicle Owner.
- Electronic Signatures. MGE and Vehicle Owner agree to accept electronic signatures on this Agreement and shall accord such electronic signatures full legal force and effect.
- Governing Law. This Agreement constitutes the entire agreement between MGE and the Vehicle Owner and supersedes any representations, warranties, or agreements (whether written or oral) made or entered into between the parties relating to this Agreement. This Agreement shall be governed by the laws of the State of Wisconsin. The parties agree that in the event of any dispute under this Agreement that requires litigation, the exclusive venue for such litigation shall be the state and federal courts located in Madison, Wisconsin, with jurisdiction over the subject matter of such litigation.