EXECUTIVE SUMMARY OF KEY TERMS

This summary is provided for the convenience of Soneil's executive and legal leadership. It is not part of the Agreement, does not alter its terms, and is qualified in its entirety by the operative provisions referenced below. In the event of any inconsistency, the operative provisions prevail.

1. PREAMBLE, PARTIES AND ACCEPTANCE OF TERMS

1.1 The Agreement

This End User License Agreement and Terms of Service (this "Agreement") is a legally binding contract between you (the "Customer", "you" or "your") and Soneil International Limited, a corporation carrying on business as Soneil Spark ("Soneil", "we", "us" or "our"), and governs your access to and use of the Soneil Spark mobile application, the Soneil Spark Cloud Management System, all Soneil-branded charging hardware, and all related software, firmware, telematics, data, carbon-credit and rewards programs made available by Soneil (collectively, the "Soneil Spark Ecosystem").

This Agreement comprises the body of this document together with all Schedules attached hereto, each of which is incorporated into and forms an integral part of this Agreement by this reference.

1.2 Electronic Acceptance and Formation of Contract

You accept this Agreement, and this Agreement becomes effective as between you and Soneil (the "Effective Date"), upon the earliest of:

• the act of tapping, clicking or otherwise selecting "I Agree", "Accept", "Continue" or any functionally equivalent control presented in the App, on the Soneil Spark web portal or at any point in the ordering journey;
• your installation, download, activation or continued use of the App, or the commissioning, energisation or continued operation of any Soneil Equipment;
• your creation of a Soneil Spark account, your enrolment in the Carbon Reward Program, or your acceptance of any deposit, activation award, cashback or milestone payout offered by Soneil; or
• your execution of an order form, sales order, statement of work or fleet services agreement that references or incorporates this Agreement.

You agree that electronic acceptance constitutes a valid and binding electronic signature and the execution of a written agreement for all purposes under the Personal Information Protection and Electronic Documents Act (Canada), the Uniform Electronic Commerce Act as enacted in the Province of Ontario, the Electronic Commerce Act, 2000 (Ontario), the Electronic Signatures in Global and National Commerce Act (United States, 15 U.S.C. §§ 7001 et seq.) and the Uniform Electronic Transactions Act as enacted in each applicable United States jurisdiction, and that you waive any right to object to the enforceability of this Agreement on the basis that it was formed electronically.

1.3 Capacity and Authority

You represent and warrant that: (a) you are at least the age of majority in your jurisdiction of residence and have the legal capacity to enter into this Agreement; (b) if you accept this Agreement on behalf of a corporation, partnership, fleet operator, property owner, condominium corporation, station host or other legal entity, you have full authority to bind that entity, and references to "you" include that entity; and (c) all registration, identity, ownership, tax and payment information you provide is accurate, current and complete, and you will maintain its accuracy.

1.4 Territorial Scope

This Agreement applies to the Soneil Spark Ecosystem as made available in Canada and the United States of America (the "Territory"). Soneil may offer the Soneil Spark Ecosystem in other jurisdictions subject to separate terms. Where you access the Soneil Spark Ecosystem from outside the Territory, you do so on your own initiative and are solely responsible for compliance with local law. Nothing in this Agreement limits any non-waivable statutory right you may have in your jurisdiction of residence.

1.5 Language

The parties confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties confirment avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais. Where required by applicable law, including the Charter of the French Language (Quebec), Soneil will make a French-language version of this Agreement available upon request.

1.6 Order of Precedence

In the event of any conflict or inconsistency between the documents comprising the Soneil Spark Ecosystem, the following order of precedence applies, from highest to lowest: (a) a fully executed fleet services agreement, commercial supply agreement or station host agreement signed by an authorised officer of Soneil; (b) an executed order form or statement of work; (c) the hardware limited warranty document applicable to your Equipment; (d) this Agreement; and (e) the Customer Reward Schedule and any policy, guideline or FAQ published in the App. This Agreement prevails over any conflicting or additional terms contained in any purchase order, acknowledgement, click-through, invoice or other business form issued by you, and no such terms are binding on Soneil.

1.7 Consumer Protection Acknowledgment

Nothing in this Agreement is intended to exclude, restrict or modify any right or remedy you may have under consumer protection legislation that cannot lawfully be excluded, restricted or modified, including under the Consumer Protection Act, 2002 (Ontario), the Consumer Protection Acts of the other Canadian provinces and territories, and applicable United States federal and state consumer protection statutes. Where any provision of this Agreement is inconsistent with such non-waivable rights, that provision applies only to the maximum extent permitted by law, and the remainder of this Agreement continues in full force and effect.

2. DEFINITIONS AND RULES OF INTERPRETATION

2.1 Definitions

In this Agreement, the following terms have the meanings set out below. Defined terms are indicated by initial capital letters and have the same meaning whether used in the singular or the plural.

• "Account" means the registered user account created by or for the Customer within the App, including all associated Sub-Accounts, fleet profiles, payment instruments, Wallet balances and charger associations.
• "Activation Award" means the one-time promotional credit, currently C$20.00, credited to the Customer's Wallet upon successful commissioning and enrolment of an Eligible FSE in the Carbon Reward Program, subject to Section 5.3.
• "Aggregated Data" means data that has been de-identified, anonymised, aggregated or otherwise processed such that it cannot reasonably be used to identify an individual, a household, a vehicle or a specific premises, including pooled energy throughput, load profiles, regional charging statistics and grid-impact datasets.
• "App" means the Soneil Spark mobile application for iOS and Android, together with the Soneil Spark Cloud Management System and any web portal, application programming interface, software development kit, widget, firmware update mechanism or successor interface made available by Soneil.
• "Applicable Law" means all federal, provincial, state, territorial, municipal and regulatory statutes, regulations, codes, orders, permits, licences, directives and standards applicable to a party, the Equipment, the Charging Services or the Carbon Reward Program within the Territory, including the Regulatory Programs, Privacy Laws, the Canadian Electrical Code and the National Electrical Code (NFPA 70), as amended from time to time.
• "BESS" means a battery energy storage system supplied by Soneil, including all enclosures, inverters, battery modules, controls, firmware and associated software.
• "Carbon Credit" means any credit, unit, offset, allowance, certificate, attestation, allocation, clean fuel credit, low carbon fuel credit, renewable energy certificate, emissions performance credit, incremental benefit, or other tradable or registrable environmental instrument or benefit, however denominated, that is generated, in whole or in part, by reason of, or is attributable or traceable to, the charging of an Electric Vehicle or the operation of an Eligible FSE or BESS, under any Regulatory Program or voluntary market standard.
• "Carbon Reward Program" means the Soneil Spark carbon-reward and cashback program described in Section 5 and the Customer Reward Schedule, pursuant to which Soneil monetises Environmental Attributes and shares a portion of the resulting value with eligible Customers through the Activation Award, per-kWh Cashback and Milestone Payouts.
• "Cashback" means the per-kWh reward credited to a Customer's Wallet in respect of Verified Charging Energy delivered through an Eligible FSE, at the rates published in the Customer Reward Schedule (currently C$0.06 per kWh during Phase 1 and C$0.11 per kWh during Phase 2).
• "Charger" or "FSE" (fuel supply equipment or electric vehicle supply equipment) means any charging station, dispenser, connector, cable, pedestal, power cabinet, transformer, meter or associated equipment supplied, licensed, managed or enrolled by Soneil, including Residential Chargers, Commercial AC Chargers, DC Fast Chargers, Mobile Charging Trailers (MCT) and any associated BESS.
• "Charging Services" means the charging, energy delivery, session management, load management, payment, roaming, reporting and related services made available by Soneil through the Soneil Spark Ecosystem.
• "Clean Fuel Credit" means a Carbon Credit generated, registered or claimed under a Regulatory Program, including under sections 102 and 103 of the Clean Fuel Regulations (Canada) (SOR/2022-140) and the corresponding provisions of the British Columbia, California, Oregon and Washington programs identified in Schedule B.
• "Cloud Management System" or "CMS" means Soneil's network operating platform, including the Open Charge Point Protocol (OCPP) backend, charging management system, subscriber management, tariff engine, telematics ingestion services, metering and verification tooling, credit aggregation ledger and reporting modules.
• "Confidential Information" means all non-public information disclosed by or on behalf of a party, whether orally, visually or in writing, including source code, firmware, architecture, algorithms, trade secrets, pricing, tariffs, supplier terms, credit portfolios, registry accounts, business plans, security information and Customer Data, but excluding information that is or becomes publicly available through no breach of this Agreement, is independently developed without use of the disclosing party's information, or is lawfully received from a third party without restriction.
• "Customer Data" means all data, content, records and information submitted to, stored in, or generated through the Soneil Spark Ecosystem by or on behalf of the Customer, including Account information, payment instrument tokens, Vehicle Data, Telematics Data, session records, photographs and support communications.
• "Deposit" means the refundable hardware deposit of C$299.00 per Residential Charger payable by the Customer under Section 5.2, together with any applicable Shipping Fee, and which constitutes a refundable security amount and not a payment for Carbon Credits, an investment, a subscription fee or a subscription deposit.
• "Dynamic Load Management" or "DLM" means Soneil's proprietary load-balancing and power-sharing technology that automatically modulates the aggregate charging current delivered to one or more vehicles in order to respect panel, service, feeder, transformer or utility-imposed capacity limits.
• "Eligible Charging Session" means a charging session that satisfies each of the requirements set out in Section 5.6, including delivery of electricity to the battery of an Electric Vehicle through an Eligible FSE in persistent communication with the CMS.
• "Eligible FSE" means an FSE that is (a) supplied by Soneil or approved by Soneil for participation; (b) correctly installed, commissioned and maintained; (c) enrolled in the Carbon Reward Program and in persistent telematics communication with the CMS; (d) free from tampering, unauthorised modification or circumvention; and (e) located within the Territory and within a jurisdiction where a Regulatory Program is operable.
• "Environmental Attributes" means, in respect of any unit of electricity delivered to an Electric Vehicle through an Eligible FSE, all existing and future environmental, emissions-reduction, carbon, clean fuel, low-carbon, renewable, renewable energy certificate, greenhouse gas reduction, incremental benefit, efficiency, air-quality and other attributes, credits, benefits, entitlements, claims, interests and rights arising from, associated with or attributable to such electricity or to the avoided emissions resulting from the use of such electricity in place of a conventional fuel, and all rights to claim, register, report, verify, transfer, sell, retire or monetise the same, whether under a Regulatory Program or otherwise.
• "Equipment" means all hardware supplied by Soneil, including Chargers, FSE, BESS, Mobile Charging Trailers, mounting hardware, cables, connectors, adapters, metering devices, gateways and accessories.
• "EV" or "Electric Vehicle" means a battery-electric or plug-in hybrid vehicle capable of receiving electricity through an FSE.
• "Milestone Payout" means a disbursement of accumulated Cashback from the Customer's Wallet to the Customer's nominated payment method in C$50.00 increments (or such other increment as Soneil may publish) in accordance with Section 5.5.
• "Mobile Charging Trailer" or "MCT" means a transportable, self-contained DC charging asset deployed by Soneil or a Station Host, whether or not paired with a BESS.
• "Phase 1" and "Phase 2" mean the successive reward phases of the Carbon Reward Program, during which the per-kWh Cashback rate is C$0.06 and C$0.11 respectively, as further described in the Customer Reward Schedule and as may be adjusted under Section 5.7.
• "Privacy Laws" means the Personal Information Protection and Electronic Documents Act (Canada), the Act respecting the protection of personal information in the private sector (Quebec) as amended by Law 25, substantially similar provincial private-sector privacy legislation, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and all other applicable federal, provincial and state privacy, data protection, biometric, telematics, breach-notification and consumer data statutes and regulations, in each case as amended from time to time.
• "Regulatory Programs" means the Clean Fuel Regulations (Canada) (SOR/2022-140) administered by Environment and Climate Change Canada, the British Columbia Renewable and Low Carbon Fuel Requirements Regulation (B.C. Reg. 394/2008) and Low Carbon Fuel Standard, the California Low Carbon Fuel Standard (Cal. Code Regs. tit. 17, §§ 95480 et seq.) administered by the California Air Resources Board, the Oregon Clean Fuels Program (OAR Chapter 340, Division 253), the Washington Clean Fuels Program (RCW 70A.535; WAC Chapter 173-424), and any successor, replacement or analogous program in any jurisdiction within the Territory.
• "Residential Charger" means a Level 1 or Level 2 AC Charger rated at 10A, 40A, 48A or 80A, or such other rating as Soneil may offer, supplied for use at a residential premises or private light-duty fleet site.
• "SaaS Services" means the software-as-a-service functionality made available by Soneil on a hosted basis, including Account administration, remote start and stop, session scheduling, DLM, tariff configuration, invoicing, reporting, dashboards, API access and analytics, as further described in the Documentation.
• "Shipping Fee" means the non-refundable fee of C$25.00 payable in respect of the delivery of promotional Residential Chargers offered under the Carbon Reward Program.
• "Station Host" means a third party that owns, controls, or licenses the site at which a Commercial AC Charger, DC Fast Charger, MCT or BESS is located or operated, including parking operators, retailers, employers, landlords, condominium corporations, municipalities and fleets.
• "Sub-Account" means a differentiated profile created under an Account for an authorised driver, employee, tenant, family member, vehicle or fleet unit.
• "Telematics Data" means machine-generated data collected from or in respect of an FSE, BESS, MCT, EV or peripheral sensor, including meter readings, voltage, current, amperage, phase data, power factor, state of charge, temperature, error codes, connector status, session start and stop times, energy throughput in kWh, power quality events, firmware versions, IP and MAC addresses, GPS or geospatial coordinates, and vehicle identifiers including VIN where available.
• "Verified Charging Energy" means the quantity of electricity, expressed in kWh, measured by the metering subsystem of an Eligible FSE and validated by the CMS as having been delivered to the battery of an EV during an Eligible Charging Session, after application of any meter accuracy correction, loss factors and adjustments contemplated by Section 6.10.
• "Wallet" means the Customer's in-App stored-value account into which Activation Awards, Cashback, promotional credits, refunds and prepayments may be credited, and from which Charging Services and disbursements may be paid or debited, as further described in Section 6.4.

2.2 Rules of Interpretation

In this Agreement, unless the context requires otherwise:

• the singular includes the plural and vice versa, and any gender includes all genders;
• "including", "includes" and "such as" mean "including without limitation" and are not terms of limitation;
• "or" is not exclusive; "and/or" means any one or more of the listed items;
• references to "Sections", "Schedules" and "paragraphs" are references to Sections of, and Schedules and paragraphs to, this Agreement, and references to currency are to Canadian dollars unless expressly stated otherwise;
• headings and subheadings are for convenience of reference only and do not affect interpretation;
• references to any statute, regulation or Regulatory Program include all amendments, re-enactments, consolidations, successor instruments and subordinate legislation made under them;
• a reference to a document or agreement is a reference to that document or agreement as amended, restated, supplemented or replaced from time to time;
• "day" and "year" mean calendar day and calendar year respectively;
• words importing a person include individuals, corporations, partnerships, trusts, unincorporated associations, co-operatives and governmental authorities;
• any reference to a time is to the local time in Toronto, Ontario, unless otherwise stated; and
• no rule of construction applies to the disadvantage of the drafting party, and this Agreement will not be construed more strictly against either party on the basis of authorship.

2.3 Schedules

The following Schedules are incorporated into and form part of this Agreement: Schedule A - Customer Reward Schedule; Schedule B - Regulatory Program and Jurisdictional Mapping; Schedule C - Telematics and Data Element Inventory; Schedule D - Acceptable Use and Prohibited Conduct; Schedule E - Statutory Reference Index; and Schedule F - Document Control, Approval Matrix and Revision History.

3. LICENCE GRANT, APP ACCESS AND INTELLECTUAL PROPERTY

3.1 Limited Licence Grant

Subject to your compliance with this Agreement, Soneil grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-bearing-where-stated licence, during the Term, to:

• download, install and use the App on devices that you own or control, solely for the purpose of operating, monitoring, scheduling and paying for charging through Soneil Equipment, and for accessing the SaaS Services for which you have subscribed or enrolled;
• access the CMS through the interfaces made available by Soneil for your Account, in accordance with the Documentation and any applicable usage limits; and
• use the documentation, user guides and training materials supplied by Soneil ("Documentation") solely in support of your permitted use of the App.

The licence granted in this Section 3.1 is a licence of software and services only. It conveys no title, ownership, equity, partnership interest or proprietary right in the App, the CMS, the firmware or any Soneil intellectual property, and no licence is granted by implication, estoppel or otherwise.

3.2 Account Registration, Credentials and Security

• You must create an Account to access the App, and you must provide accurate, complete and current information, including a valid email address, mobile number, billing address, payment instrument and, where required for reward eligibility, a valid government-issued identification or tax identifier.
• You are responsible for all activity occurring under your Account and all Sub-Accounts, and for maintaining the confidentiality of all credentials, one-time passcodes, API keys and tokens. You must notify Soneil immediately of any suspected unauthorised access, credential compromise or security incident.
• Soneil may require multi-factor authentication, periodic credential rotation, re-verification of identity, or evidence of ownership or lawful control of a premises or FSE as a condition of continued access.
• Unless expressly authorised by Soneil in writing, you may not share Account credentials, sublicense access, or permit use of the App by any person other than you and your authorised Sub-Account holders.

3.3 Application Store Terms

Where you obtain the App through the Apple App Store or the Google Play Store, you acknowledge that: (a) this Agreement is between you and Soneil only, and not with Apple Inc. or Google LLC; (b) Apple Inc. and Google LLC have no obligation to provide maintenance or support services in respect of the App; (c) in the event of any failure of the App to conform to any applicable warranty, you may notify Apple Inc. or Google LLC for a refund of the purchase price (if any), and to the maximum extent permitted by law, Apple Inc. or Google LLC has no other warranty obligation whatsoever; (d) Apple Inc. and Google LLC are third-party beneficiaries of this Agreement solely as it relates to your licensed use of the App; and (e) you represent that you are not located in a country subject to a United States Government embargo or designated as a "terrorist supporting" country, and that you are not listed on any United States Government list of prohibited or restricted parties.

3.4 Ownership, Reservation of Rights and Trade Secrets

Soneil and its licensors exclusively own and retain all right, title and interest in and to the Soneil Spark Ecosystem, including: (a) all source code, object code, firmware, embedded software, scripts, models and algorithms, including the Dynamic Load Management algorithms, telematics ingestion and validation engines, metering verification and correction logic, tariff engines, billing orchestration workflows and carbon-credit aggregation and allocation ledgers; (b) all user interfaces, user experience designs, visual elements, icons, dashboards, documentation and marketing collateral; (c) all improvements, enhancements, derivative works, configurations, updates, patches and releases, whether made by Soneil, by you or by a third party at Soneil's direction; (d) all databases, data models, schemas and machine-learning models and weights; and (e) all intellectual property rights therein, including copyright, patent, trade secret, industrial design, database and moral rights, in all jurisdictions. All rights not expressly granted in this Agreement are reserved to Soneil.

The Soneil name and the Soneil Spark name and logo, and all related marks, are trademarks or registered trademarks of Soneil International Limited. You receive no licence to use any Soneil mark except as expressly authorised in writing, and all goodwill arising from permitted use inures solely to Soneil.

You acknowledge that the App, the CMS and the firmware contain trade secrets and confidential information of Soneil and its licensors, and that the unauthorised disclosure or use of such information would cause Soneil irreparable harm for which monetary damages would be an inadequate remedy. Soneil is entitled to seek injunctive and other equitable relief, in addition to all other remedies available at law or in equity, without the necessity of posting a bond.

3.5 Licence Restrictions and Prohibited Conduct

Except to the extent expressly permitted by Soneil in writing or by Applicable Law that cannot be waived, you must not, and must not permit any third party to:

• reverse engineer, decompile, disassemble, decode, derive source code, extract algorithms or model weights from, or otherwise attempt to discover the underlying structure, ideas or trade secrets of the App, the firmware, the CMS or any Soneil software, except and only to the extent that such activity is expressly permitted by an applicable non-waivable statutory right;
• modify, adapt, translate, port, localise, patch, jailbreak, root, or create derivative works of the App, the firmware or the CMS;
• tamper with, bypass, disable, obstruct, spoof, or otherwise interfere with any Charger, meter, current transformer, gateway, sensor, firmware, security control, telematics reporting function, or any equipment used to measure, record, transmit or validate energy throughput;
• connect any unauthorised device to, or intercept, redirect, replay or alter, any communication between an FSE and the CMS, or gain unauthorised access to the CMS, any Account, any registry account or any sub-metering data feed;
• remove, obscure or alter any proprietary notice, serial number, nameplate, seal, calibration mark, hologram or regulatory label on any Equipment or in any software;
• use the Soneil Spark Ecosystem to charge vehicles for resale of electricity where such resale is not authorised, or to operate a charging facility on a load which has not been properly permitted, interconnected or approved;
• use the Soneil Spark Ecosystem in breach of any Applicable Law, in breach of any Regulatory Program eligibility requirement, or in a manner that would render any Carbon Credit invalid, duplicative or subject to clawback;
• use the Soneil Spark Ecosystem to transmit malicious code, conduct penetration testing without prior written authorisation, scrape data, or interfere with the availability or integrity of the CMS or the Charging Services;
• use any robot, spider, scraper or other automated means to access the CMS or the App other than through Soneil's published application programming interfaces (APIs) and in accordance with Soneil's API usage policy; or
• assist, encourage, or enable any other person to do any of the foregoing.

Schedule D sets out additional Acceptable Use requirements applicable to the Soneil Spark Ecosystem.

3.6 Firmware, Over-the-Air Updates and Required Updates

• The Equipment contains firmware and software that Soneil may update remotely over the air (OTA) or by other means. You consent to the installation of updates, patches, security fixes, configuration changes and feature releases that Soneil determines are necessary or desirable for safe operation, security, regulatory compliance, grid stability, interoperability or Carbon Reward Program integrity.
• Updates may change the user interface, tariffs, session limits, load management behaviour, reporting or the identity of the CMS provider. Soneil will use commercially reasonable efforts to provide notice of material changes through the App or by email.
• You acknowledge that failure to permit an update, disconnection of an FSE from the internet or cellular network, or installation of firmware from an unauthorised source may result in: (a) loss of Carbon Reward Program eligibility and forfeiture of accrued Cashback in respect of affected periods; (b) loss of warranty coverage; (c) suspension of Remote Start and other SaaS Services; and (d) inability of Soneil to verify Metering Data, with the consequences described in Section 5.6.
• BESS, MCT and DC Fast Charger sub-systems may be subject to additional update requirements and maintenance windows communicated through the CMS.

3.7 Feedback and Suggestions

If you provide Soneil with any idea, suggestion, enhancement request, comment or other feedback regarding the Soneil Spark Ecosystem ("Feedback"), you hereby grant Soneil a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable licence to use, reproduce, modify, disclose and exploit the Feedback for any purpose, without attribution or compensation, and you waive all moral rights in the Feedback. Feedback does not include Customer Data.

3.8 Open Source Software

Portions of the App or the CMS may include open source components licensed under third-party terms ("Open Source Components"). Open Source Components are licensed under their respective licences, not under this Agreement, and Soneil will make applicable attributions and source-code offers available in the App, on the Soneil Spark website or upon written request. To the extent of any conflict between this Agreement and an Open Source Component licence, the latter prevails solely with respect to that component.

3.9 Third-Party Services, Roaming and Interoperability

The Soneil Spark Ecosystem may interoperate with third-party services, including roaming networks, charging point operators, utilities, payment processors, connected-vehicle platforms, asset-management platforms, mapping providers and utility demand-response programs. Soneil does not control and is not responsible for third-party services, their availability, accuracy, tariffs or data practices, and your use of a third-party service may be subject to separate terms. Soneil may provide roaming access to third-party networks under the Open Charge Point Interface (OCPI) or equivalent protocols; roaming tariffs, availability and service quality are set by the third party and not by Soneil.

3.10 Beta, Pilot and Preview Features

Soneil may make beta, pilot, early-access or preview features available from time to time. Such features are provided for evaluation purposes, may contain defects, may be changed or withdrawn without notice, and are provided without warranty of any kind and excluded from any service-level commitment, notwithstanding anything else in this Agreement.

4. CARBON CREDIT DATA RIGHTS AND EXCLUSIVE ENVIRONMENTAL ATTRIBUTE ASSIGNMENT

4.1 Purpose and Regulatory Foundation

Soneil operates the Carbon Reward Program as a registered participant, aggregator or creator, as applicable, under the Regulatory Programs. Eligibility to generate, register, quantify, verify and monetise Clean Fuel Credits and Carbon Credits in respect of electricity delivered to EVs through FSE depends on the party that registers the FSE holding exclusive, unencumbered and documented rights to all Environmental Attributes arising from the underlying charging activity, together with the data, records and attestations required by the applicable regulator, including under sections 102 and 103 of the Clean Fuel Regulations (Canada), the British Columbia Low Carbon Fuel Standard, the California Low Carbon Fuel Standard, the Oregon Clean Fuels Program and the Washington Clean Fuels Program. Sections 4.2 to 4.11 are drafted to establish and perfect those rights in favour of Soneil and to satisfy the attestation, exclusivity and record-keeping requirements of each Regulatory Program. Schedule B identifies, for each jurisdiction, the role of each party and the data submitted to the relevant authority.

4.2 Present, Irrevocable Assignment and Transfer of Environmental Attributes

• Assignment. Effective automatically upon the earlier of your acceptance of this Agreement and the delivery of electricity through an Eligible FSE, and in consideration of the Deposit terms, the Activation Award, the Cashback, the Milestone Payouts, the licence of the App and the SaaS Services granted to you under this Agreement (the receipt and sufficiency of which you acknowledge), you hereby irrevocably sell, assign, transfer, convey and set over to Soneil International Limited, absolutely and exclusively, all right, title and interest, present and future, legal and beneficial, in and to all Environmental Attributes and Carbon Credits arising from, generated by, attributable to or associated with: (i) all electricity delivered to any EV through an Eligible FSE; (ii) the operation of any FSE, BESS or MCT enrolled in the Carbon Reward Program, including any charging, discharging, capacity, grid-service, demand-response or load-management activity; and (iii) the avoided greenhouse gas emissions associated with the foregoing, in each case regardless of whether such Environmental Attributes or Carbon Credits are capable of registration, quantification or monetisation as of the Effective Date.
• Exclusivity. The assignment in this Section 4.2 is exclusive. You may not claim, register, report, sell, transfer, retire, pledge, encumber, or grant any option or right over, any Environmental Attribute or Carbon Credit subject to this assignment, or permit any third party (including any utility, charging network, fleet operator, landlord, aggregator, broker or voluntary-market participant) to do so.
• Bundle of Rights. The rights assigned include: (i) all rights to claim, generate, quantify, meter, verify, register, attest to, report, certify, transfer, sell, trade, retire, monetise and otherwise exploit the Environmental Attributes and Carbon Credits; (ii) all rights to submit registration, attestation, data and verification materials to any registry, authority or administrator, including Environment and Climate Change Canada, the British Columbia Ministry of Energy, Mines and Low Carbon Innovation, the California Air Resources Board, the Oregon Department of Environmental Quality, the Washington Department of Ecology, and any successor or equivalent regulator, registry or administrator; (iii) all rights to appoint agents, aggregators, verifiers and registrants in respect of the foregoing; and (iv) all revenues, proceeds, benefits and other economic value arising from the foregoing.
• Irrevocability. The assignment in this Section 4.2 is irrevocable, is not subject to any right of reversion, rescission, revocation, termination or revocation-on-demand by you, and survives the expiry or termination of this Agreement for any reason, including termination by Soneil for cause or by you for convenience, in each case in respect of all charging activity occurring up to and including the effective date of termination. The parties acknowledge and agree that the assignment is intended to be a completed present assignment and not an agreement to assign in the future, and that no further instrument is required to perfect it.
• No Reservation. You retain no ownership, beneficial interest, residual claim, royalty, profit participation or other economic right in or to any Environmental Attribute, Carbon Credit or proceeds thereof, except for your right to receive Cashback, Activation Awards and Milestone Payouts strictly in accordance with Section 5 and the Customer Reward Schedule.

4.3 Exclusive Appointment as Credit Generator, Aggregator and Attorney

• Appointment. You hereby appoint Soneil as your sole and exclusive agent, aggregator, creator, registrant and representative for all purposes relating to the Environmental Attributes and Carbon Credits assigned under Section 4.2, including for all interactions with regulators, registries, verifiers, auditors and market counterparties.
• Power of Attorney. For the purposes of the Regulatory Programs and any registry or authority, you hereby irrevocably appoint Soneil as your true and lawful attorney-in-fact, with full power of substitution and delegation, to act in your name, place and stead to do all acts necessary or desirable to give effect to Section 4.2, including executing and filing registrations, attestations, statements, covenants, verifications, transfers, reports, amendments and corrections, and to receive and give receipts for the same. This appointment is coupled with an interest, is irrevocable, and survives the termination of this Agreement. You agree to promptly execute and deliver, upon Soneil's request, any document reasonably required to evidence or perfect the assignment, appointment or power of attorney granted in this Section 4.3, and your failure to do so within fifteen (15) days of written request will constitute a material breach of this Agreement.
• Attestations. You authorise Soneil to make, on your behalf, all attestations, declarations, covenants and certifications required by any Regulatory Program, including attestations that: (i) you are the owner, lessee, operator or person with lawful control of the Eligible FSE; (ii) you have not separately claimed, sold or transferred any Environmental Attribute or Carbon Credit in respect of the charging activity; (iii) no other party has registered or claimed the same electricity; and (iv) the data provided is true, accurate and complete to the best of your knowledge.

4.4 Authorisation to Collect, Meter, Aggregate and Submit Data

• You authorise Soneil, and its agents, contractors, sub-processors and verifiers, to collect, access, store, process, aggregate, de-identify and disclose Telematics Data, Metering Data, session records and related technical information generated by or in respect of the Equipment, the App, the CMS, connected vehicles and charging sessions, for the purposes of:
  • metering, validating and verifying energy throughput and Eligible Charging Sessions;
  • registering, quantifying, verifying, reporting and monetising Environmental Attributes and Carbon Credits;
  • preparing and submitting data, attestations and reports to regulators, registries, administrators, verifiers and auditors under the Regulatory Programs, including serial numbers, FSE identifiers, meter identifiers, geospatial coordinates, session-level timestamps and kWh delivered;
  • satisfying grant, utility, co-funding, program and incentive reporting obligations, including under any government EV-charger rebate, infrastructure or load-management program in which you or Soneil participate; and
  • complying with audit, verification, enforcement, investigation and record-retention requirements of any Regulatory Program, including the retention of records for the periods prescribed by Applicable Law.
• You acknowledge that certain Regulatory Programs, including the California Low Carbon Fuel Standard and the British Columbia Low Carbon Fuel Standard, require the submission of session-level or meter-level data, FSE serial numbers and geospatial information, and may require Soneil to retain such records for periods of up to ten (10) years or longer as prescribed by the relevant authority.
• You will not interfere with, obstruct, delay or prevent the collection, transmission, retention or submission of data contemplated by this Section 4.4, and you will provide, within five (5) business days of request, any information, records, consent, verification or authorisation reasonably required by Soneil, a verifier or a regulator in connection therewith.

4.5 Customer Representations, Warranties and Covenants Regarding Environmental Attributes

You represent, warrant and covenant to Soneil, on a continuing basis, that:

• you are the owner, lessee or person in lawful possession and control of each Eligible FSE registered to your Account, or you have obtained the written authorisation of that person to enrol the FSE in the Carbon Reward Program and to grant the assignment in Section 4.2, and you will provide evidence of that authorisation on request;
• you have full right, power and authority to assign the Environmental Attributes to Soneil, and the Environmental Attributes are free of any lien, charge, encumbrance, prior assignment, prior claim or conflicting grant;
• you have not enrolled, and will not enrol, the same FSE, session, meter, premises or unit of electricity in any other carbon-credit, clean-fuel-credit, renewable-energy-credit, net-metering-credit, offset, incentive or environmental-attribute program, and you have not assigned, sold, transferred or claimed the corresponding Environmental Attributes to or through any other party;
• you will not take any action, or omit to take any action, that would cause any Carbon Credit to be double-counted, invalidated, disallowed, reversed, clawed back, deemed ineligible or otherwise impaired, including tampering with a meter or altering a session record;
• you will cooperate fully with Soneil and any verifier, auditor or regulator in connection with verification, site inspection, meter testing, data reconciliation and any registry inquiry; and
• you will notify Soneil in writing within five (5) business days of any change in control, ownership, occupancy, tenancy, utility account, vehicle ownership or other circumstance that affects your ability to comply with this Section 4.5, including the sale of the premises at which an Eligible FSE is installed or the termination of your lease.

4.6 Waiver of Claims to Credit Proceeds; No Fiduciary Relationship

• You acknowledge and agree that: (a) the monetary value of the Environmental Attributes assigned under Section 4.2 is realised by Soneil through registration and monetisation under the Regulatory Programs; (b) the Cashback, Activation Award and Milestone Payouts are the exclusive consideration provided to you in respect of that assignment and are offered on the terms and subject to the conditions, caps, verification requirements, forfeiture and clawback provisions of Section 5; and (c) you irrevocably waive, release and forever discharge Soneil from any claim, demand, action, right of accounting, right to profits, restitution, unjust enrichment, constructive trust, breach of fiduciary duty or other financial claim in respect of the Carbon Credits, the Environmental Attributes or the proceeds, revenues or profits realised by Soneil from their monetisation, other than your right to receive the rewards expressly published in the Customer Reward Schedule in accordance with Section 5.
• You acknowledge that the Reward Schedule rates are not a price for, a share of, or a royalty on Carbon Credits, are not guaranteed and may be higher or lower than any market price realised by Soneil, and that Soneil is entitled to retain all value realised from the Carbon Credits in excess of the rewards payable.
• Soneil is not a fiduciary, trustee, partner, joint venturer or investment adviser of or to you, and nothing in this Agreement creates any trust, agency (other than the limited agency and power of attorney expressly granted in Section 4.3), employment, brokerage or fiduciary relationship between the parties.

4.7 Audit, Verification, Records and Cooperation

Soneil may, itself or through its agents, verifiers or auditors, audit, inspect, test and verify at reasonable times and upon reasonable notice: (a) the Eligible FSE, metering, wiring, installation and interconnection; (b) the Charging Services data, session records, meter data and reconciliations; and (c) your compliance with this Section 4. Soneil will endeavour to conduct site visits during business hours and to minimise disruption, except where an unannounced audit is reasonably necessary in the case of suspected fraud, tampering or regulatory deadline. You will retain all records relating to the Eligible FSE and charging activity for the retention period prescribed by the applicable Regulatory Program, and no less than seven (7) years, and will make them available to Soneil on request. Where a regulator, verifier or Soneil determines that data is inaccurate or that a session is ineligible, Soneil may adjust, reverse or recalculate the corresponding rewards and make a corresponding adjustment to your Wallet or, where a payout has already been made, recover the amount by set-off or invoice.

4.8 Double-Counting, Clawback and Indemnity

You will indemnify, defend and hold harmless Soneil and its directors, officers, employees, agents, licensors, subcontractors and Station Hosts from and against all losses, liabilities, damages, penalties, fines, disgorgements, credit cancellations, replacement-credit purchase costs, compliance costs, legal fees and costs arising out of or relating to: (a) any breach of your representations, warranties or covenants in Section 4.5; (b) any double-claim, double-registration, conflicting assignment or conflicting sale of Environmental Attributes by you or any person claiming through you; (c) any tampering, alteration, falsification or misrepresentation of meter data, session data or attestations by you or any person with access to your Account or Equipment; and (d) any recovery, penalty, invalidation or clawback imposed by a regulator, registry or market counterparty as a result of the foregoing. If any Carbon Credit is invalidated, cancelled, clawed back or disallowed in whole or in part for a reason attributable to you, Soneil may immediately recover from you the full amount of the related rewards, the value of the invalidated credits, the cost of replacement credits and all associated compliance costs, by set-off against your Wallet or by invoice payable within fifteen (15) days.

4.9 Survival

The assignment, appointment, power of attorney, waivers and indemnities in this Section 4 are intended to survive, and will survive, the expiry or termination of this Agreement, whether for cause or without cause, and will remain in full force and effect in respect of all charging activity occurring during the Term. Neither the expiration of the Term nor the termination of your access to the App will affect the validity or completeness of the assignment in Section 4.2 or Soneil's right to register, verify, report and monetise Carbon Credits in respect of such activity.

4.10 Regulatory Change, Program Suspension and Credit Price Risk

• The Regulatory Programs are subject to amendment, suspension, repeal, redesign, reallocation, cap-setting, price volatility, compliance-period restructuring and administrative delay. Soneil does not warrant or guarantee that: (a) any particular charging activity will qualify for Carbon Credits; (b) any Carbon Credit will be issued, registered or accepted by any registry or authority; (c) any price will be realised on the sale of any Carbon Credit; or (d) the Carbon Reward Program will continue for any particular period or at any particular rate.
• If a Regulatory Program is amended, suspended or terminated, if a change in law or in the interpretation of a law affects eligibility, if credit issuance volumes or prices decline materially, or if a regulator imposes new data, verification or cost requirements, Soneil may modify, suspend, reduce, cap or discontinue the Carbon Reward Program or any reward component in accordance with Section 5.7, without liability to you.
• You acknowledge that you are not relying on, and have not been induced by, any projection, forecast, illustration, marketing statement or estimate of future Cashback, credit prices, payout timing or program duration. All illustrative figures published by Soneil (including the C$0.06 and C$0.11 per-kWh rates and the C$299 deposit and C$20 activation values) are indicative, are subject to change and verification, and do not constitute a guarantee, a forward-looking commitment or an offer of securities.

4.11 Tax Treatment and Information Reporting

• The parties intend that: (a) the Deposit be treated as a refundable security amount or deposit, reported and accounted for as a liability of Soneil, and not as revenue, income, consideration for Carbon Credits or a subscription fee; and (b) the Activation Award, Cashback and Milestone Payouts be treated as a rebate, incentive or reward in respect of Eligible Charging Sessions, and not as a dividend, distribution, interest, royalty or return on an investment.
• Each party is responsible for its own tax reporting and compliance, and you are solely responsible for determining whether the receipt of the Activation Award, Cashback, Milestone Payouts or any benefit under this Agreement constitutes taxable income to you and for remitting any tax, interest or penalty payable in respect thereof. You will complete and deliver any tax form, certification or exemption certificate reasonably requested by Soneil, including a Canada Revenue Agency Form T4A or T5 or an Internal Revenue Service Form W-9, W-8BEN or 1099-series information return threshold certification. Soneil may issue information returns and withhold or report amounts where required by Applicable Law, and may suspend payouts pending receipt of required tax documentation.

5. CARBON REWARD PROGRAM: REWARDS, DEPOSITS AND CASHBACK MECHANICS

5.1 The Soneil Spark Carbon Reward Program

Soneil makes available to eligible Customers a Carbon Reward Program under which Soneil shares a portion of the value it realises from the Environmental Attributes assigned under Section 4 through the following components, each of which is subject to the eligibility criteria, verification requirements, caps, adjustments, forfeiture and clawback provisions of this Section 5 and the Customer Reward Schedule:

• the promotional Residential Charger offer, comprising a refundable Deposit and a Shipping Fee;
• a one-time Activation Award credited upon commissioning;
• a tiered per-kWh Cashback on Verified Charging Energy; and
• Milestone Payouts disbursed from the Wallet in C$50 increments.

Participation in the Carbon Reward Program is a privilege and not a vested right. Rewards accrue only in respect of Eligible Charging Sessions and remain provisional until verified, reconciled and disbursed in accordance with this Agreement.

5.2 Residential Charger Deposit and Shipping Fee

• Deposit. Where you accept the promotional Residential Charger offer, you will pay a refundable Deposit of C$299.00 per Residential Charger (plus applicable taxes), which is held by Soneil as a refundable security amount and recorded as a liability of Soneil. The Deposit is not consideration for any Carbon Credit, Environmental Attribute, equity interest, security or investment, and does not constitute a subscription, prepayment or advance payment for Charging Services.
• Shipping Fee. You will pay a non-refundable Shipping Fee of C$25.00 per Residential Charger (plus applicable taxes) to cover handling, delivery and logistics. The Shipping Fee is earned by Soneil upon shipment and is not refundable upon return of the Charger, except where the return results from a defect in the Equipment or an error by Soneil, or where Applicable Law requires otherwise.
• Deposit application and refund. The Deposit will be refunded to you in accordance with Section 5.10 following the return of the Residential Charger in accordance with Soneil's return procedures, less any amounts properly deducted in accordance with this Agreement, including amounts for damage beyond normal wear and tear, missing components, tampering, or unreturned Equipment.
• Deposit is not a guarantee of value. You acknowledge that the Deposit is a refundable security instrument only, is not an investment, does not appreciate, and does not convey any interest in Soneil, in the Carbon Reward Program or in any Carbon Credit or credit portfolio.

5.3 Activation Award

• A one-time Activation Award of C$20.00 will be credited to your Wallet after: (a) the Residential Charger has been installed, commissioned and connected to the CMS; (b) the Eligible FSE is properly registered to your Account; (c) you have completed any required identity verification, attestation and enrolment steps; and (d) Soneil has confirmed, in its sole discretion, that the activation is genuine and not associated with fraud, duplicate accounts, tampered hardware or an ineligible location.
• The Activation Award is issued once per Eligible FSE per premises per Customer, is not transferable, has no cash value outside the Wallet, and may be reversed or forfeited if the underlying activation is later determined to be ineligible, fraudulent or non-compliant. The Activation Award is promotional and may be modified or withdrawn prospectively at any time in accordance with Section 5.7.

5.4 Tiered Per-kWh Cashback

• Subject to verification, Soneil will credit Cashback to your Wallet in respect of Verified Charging Energy delivered through an Eligible FSE at the following rates, as further detailed in the Customer Reward Schedule:
  • Phase 1 - C$0.06 per kWh of Verified Charging Energy, applicable to Eligible Charging Sessions within the first phase of the program;
  • Phase 2 - C$0.11 per kWh of Verified Charging Energy, applicable to Eligible Charging Sessions within the second phase of the program, as and when Soneil declares Phase 2 to be in effect for your jurisdiction, tariff class or rate class; and
  • such other rates, tiers, monthly caps or regional adjustments as Soneil may publish from time to time in the Customer Reward Schedule.
• Phase boundaries, effective dates, geographic availability, monthly and annual accrual caps (including any cap expressed in kWh or dollars), eligibility of each FSE class and any class-specific differential are determined by Soneil in its reasonable discretion, having regard to Regulatory Program design, credit prices, program costs and regulatory requirements.
• Cashback accrues on Verified Charging Energy only. Solar export, vehicle-to-grid discharge, vehicle-to-load discharge, stationary BESS discharge, idle time, preconditioning energy not measured at the FSE, energy delivered to a non-vehicle load, energy delivered through a metered by-pass, and energy attributable to a non-enrolled or non-qualifying FSE do not generate Cashback.

5.5 Milestone Payouts and Wallet Disbursement

• Cashback, Activation Awards, promotional credits and other Wallet balances accumulate until the Wallet balance reaches a Milestone threshold of C$50.00, at which point the balance becomes eligible for disbursement as a Milestone Payout.
• Milestone Payouts are made to the payment method nominated by you and verified by Soneil (for example, electronic funds transfer, Interac e-Transfer, ACH deposit, PayPal or statement credit, as available in your jurisdiction), or, at your election, may be applied as a credit against future Charging Services.
• Milestone Payouts are subject to: (a) your Account being in good standing and not suspended; (b) completion of identity, tax and payment-method verification, including the delivery of a valid tax identification number where required; (c) a minimum holding period of up to thirty (30) days after verification of the underlying sessions, during which Soneil may complete its fraud, verification and reconciliation processes; and (d) applicable minimum payout, banking and processing requirements. Soneil may aggregate small balances and may deduct amounts properly owed to Soneil under this Agreement by set-off.
• Soneil may withhold, delay or decline a Milestone Payout, in whole or in part, where it reasonably suspects fraud, tampering, double-counting, meter fault, disputed ownership of the FSE or premises, an unresolved chargeback, a regulatory inquiry or a violation of this Agreement. Withheld amounts will be held provisionally and released, adjusted or forfeited once the matter is resolved.
• Soneil does not pay interest on Wallet balances. Wallet balances are not deposits, are not insured by the Canada Deposit Insurance Corporation, the Federal Deposit Insurance Corporation or any other deposit insurer, and are not held in trust except to the extent required by Applicable Law.

5.6 Eligible Charging Sessions, Verification and Metering Data

• A charging session qualifies as an Eligible Charging Session, and generates Cashback, only where all of the following conditions are satisfied: (a) the session is conducted through an Eligible FSE enrolled to your Account; (b) the FSE is in persistent communication with the CMS and reports complete session data, including a verified meter reading; (c) the energy is delivered to the battery of an EV; (d) the session data passes Soneil's validation rules, including conformance with expected electrical parameters, session duration and energy-throughput envelopes; and (e) the session is not associated with fraud, tampering, error, false data, bypass, or a Regulatory Program exclusion.
• Soneil may use statistical sampling, anomaly detection, meter comparison, load-profile analysis, third-party verification and manual review to validate sessions. Soneil's determination of Verified Charging Energy, applying reasonable and consistently applied validation rules and any meter accuracy correction under Section 6.10, is final and binding in the absence of manifest error.
• Where an FSE is offline, where telematics data is missing, delayed, corrupted or incomplete, or where a session is reconstructed from non-verifiable sources, Soneil may (in its discretion and without obligation) estimate or reconstruct the session using available data, or may decline to credit Cashback for that session. Data that cannot be verified does not generate Cashback. Soneil will provide, upon request, a reconciliation report identifying sessions that did not qualify and the reason for non-qualification.
• Soneil may impose a claim window: session-level reward claims, data queries and Metering Data disputes must be submitted within sixty (60) days of the end of the calendar month in which the session occurred, failing which the session data is deemed accepted and final for reward and billing purposes, except in the case of manifest error or fraud.

5.7 Program Changes, Rate Adjustments and Discretion

• Soneil may, at any time and in its reasonable discretion, and upon notice given through the App, by email or by posting in the CMS: (a) amend, add, remove, suspend, cap, tier or re-price any reward, rate, phase, threshold, eligibility criterion or accrual limit; (b) introduce regional, tariff-class, hardware-class or load-management-based differentials; (c) add conditions relating to grid conditions, demand-response participation, charging in specified time-of-use windows or minimum session energy; and (d) suspend or discontinue the Carbon Reward Program in any jurisdiction, in whole or in part.
• Soneil will provide at least thirty (30) days' prior notice of a change that materially reduces the headline per-kWh Cashback rate or the aggregate value of the rewards available to a representative Customer, provided that Soneil may implement a change on shorter notice where required to comply with Applicable Law, a Regulatory Program requirement, a regulator's direction, an interconnection or utility constraint, or an emergency affecting grid stability or program integrity.
• Changes are prospective only in respect of charging activity occurring after the effective date of the change, and do not reduce rewards already credited to the Wallet, except where the adjustment is a result of verification, meter correction, fraud, error, clawback or double-counting under Sections 4.8, 5.6 or 6.10.

5.8 Fraud Prevention, Tampering, Abuse and Forfeiture

Soneil may, without prejudice to its other remedies, immediately and without notice: suspend or terminate your Account, suspend or terminate participation in the Carbon Reward Program, withhold or reverse the Activation Award, Cashback and Milestone Payouts, disqualify sessions, require the return of Equipment and pursue all available civil and criminal remedies, where Soneil reasonably determines that you have:

• tampered with, modified, bypassed, spoofed or interfered with any Charger, meter, current transformer, sensor, gateway, cable, firmware, telematics link or data record, or connected any unauthorised device or load to an FSE;
• engaged in or facilitated double-counting, double-claiming or dual-enrolment of the same electricity, meter, premises, FSE or session in another program or with another party;
• created duplicate Accounts, used another person's identity, vehicle, premises or credentials without authorisation, used false, manipulated or misleading data, or claimed rewards for non-existent, ineligible or misattributed sessions;
• charged a vehicle that you do not own, lease, lawfully possess or have authority to charge under a residential enrolment (other than incidental, non-commercial guest charging), operated a commercial or third-party-funded charging service through a residential-enrolled FSE without Soneil's written approval, or resold electricity in a manner contrary to Section 3.5;
• manipulated, circumvented or abused the Activation Award, Cashback, promotional credits, referral mechanics, Wallet, payment instruments or chargeback processes; or
• otherwise materially breached this Agreement or engaged in unlawful, fraudulent or abusive conduct in connection with the Soneil Spark Ecosystem.

Upon forfeiture, all accrued and unpaid rewards associated with the affected FSE, Account or sessions are cancelled, and Soneil may recover the value of rewards previously paid. Soneil will provide written reasons for a forfeiture decision on request, save where disclosure would compromise an ongoing investigation, a regulatory inquiry or security controls, and you may submit a written representation within fifteen (15) days for reconsideration by Soneil.

5.9 Inactivity, Dormancy and Account Closure

• Rewards accrue only in respect of Eligible Charging Sessions. Where an Eligible FSE records no Eligible Charging Session for twelve (12) consecutive months, Soneil may, after providing notice to your last known email address and a sixty (60) day cure period, (a) suspend reward accrual; and (b) in the case of dormant promotional Residential Charger offers, require the return of the Charger or convert the Deposit to a credit against the value of the Equipment as specified in the offer documentation.
• Where an Account remains dormant for twenty-four (24) months with no log-in, charging activity, communication or payout, Soneil may close the Account, cancel unredeemed promotional credits, and remit or escheat Wallet balances in accordance with applicable unclaimed property, abandoned property and consumer protection legislation in the relevant jurisdiction. Cashback that has been verified and accrued in respect of Eligible Charging Sessions will not be arbitrarily cancelled before the expiry of any notice and cure period required by Applicable Law.
• Closure of an Account does not affect the assignment in Section 4.2 or Soneil's rights under Section 4.9 in respect of charging activity occurring during the Term.

5.10 Deposit Refund Mechanics and Distinction from Carbon Credit Reinvestment

• Return procedure. To claim a refund of the Deposit, you must: (a) request a return authorisation from Soneil through the App or by written notice; (b) decommission and power down the Residential Charger; (c) return the Charger, complete with all supplied components, cables, mounting hardware and documentation, in good working order and free of tampering, using the shipping instructions provided; and (d) remove the FSE from the Carbon Reward Program.
• Refund processing. Subject to inspection by Soneil, Soneil will refund the Deposit (less any amounts deductible under this Agreement, including damage beyond normal wear and tear, missing components, unauthorised modifications and outstanding amounts owed) within thirty (30) days of Soneil's receipt and inspection of the returned Equipment. Soneil may deduct the reasonable cost of repair or replacement of damaged or missing items.
• Non-refundable items. The Shipping Fee, any installation, electrical, permit or contractor charges, any Charging Services tariffs, any taxes properly payable, and any promotional or referral benefits already redeemed or paid are not refundable, except where Applicable Law requires otherwise or where the return results from a defect in the Equipment or an error by Soneil.
• Deposit is not a carbon reinvestment or credit purchase. The parties expressly acknowledge and agree that: (a) the Deposit is a refundable security amount relating to the Equipment offer, is recorded as a liability of Soneil, and is not a payment for, prepayment for, reinvestment in, subscription to, or advance purchase of any Carbon Credit, Environmental Attribute, credit generation project, or any interest in the Carbon Reward Program; (b) the return or refund of the Deposit does not constitute the liquidation, cancellation, transfer, redemption or reinvestment of any Carbon Credit or Environmental Attribute, and does not entitle you to any Carbon Credit, credit revenue, credit equivalent, or interest in the Carbon Reward Program; and (c) no part of the Deposit is applied by Soneil to acquire Carbon Credits on your behalf. This Section 5.10 is intended to preserve the characterisation of the Deposit for the purposes of the Regulatory Programs, including the anti-avoidance, credit-ownership and attestation rules applicable thereunder, and the accounting treatment of the Deposit as a liability rather than revenue.
• Effect of termination on Deposit. If this Agreement or your participation in the Carbon Reward Program is terminated by Soneil for your material breach, fraud or tampering, Soneil may apply the Deposit against amounts owed to it, including the value of invalidated Carbon Credits, forfeited rewards, unreturned Equipment and compliance costs, in accordance with Sections 4.8 and 8.9, and the balance (if any) will be refunded in accordance with this Section 5.10.

5.11 No Guarantee of Eligibility, Registration or Continuation

Soneil makes no representation, warranty, guarantee or covenant that: (a) any Eligible FSE will produce eligible or registered Carbon Credits under any Regulatory Program; (b) any Carbon Credit will be issued, verified, priced or sold; (c) reward rates, phases or payouts will continue for any period; or (d) any utility, regulator or administrator will accept the data, methodology, metering configuration or aggregation approach used by Soneil. Rewards are contingent on Soneil's continuing participation in the Regulatory Programs and on the continuing availability of the underlying credit value.

5.12 Set-Off and Recovery

Soneil may set off, deduct or withhold from any Wallet balance, Activation Award, Cashback or Milestone Payout any amount owed by you to Soneil under this Agreement, including amounts recoverable under Sections 4.8, 5.6, 5.8, 6.9 and 6.10, and any chargeback, reversal, unpaid tariff, idle or overstay fee, deposit deficiency or indemnity amount. Where the amount owed exceeds the Wallet balance, the excess is payable by you within fifteen (15) days of invoice.

6. CHARGING SERVICES, PAYMENTS, WALLET AND SITE RULES

6.1 Scope of Charging Services

Soneil makes Charging Services available across multiple asset classes, each of which may be subject to class-specific tariffs, session limits, access controls, reservation rights, availability commitments and terms published in the App or the CMS:

• Residential Charging - Level 1 and Level 2 AC Chargers (10A, 40A, 48A, 80A) installed at residential premises or private light-duty fleet sites, using the Customer's own electricity supply, with the App providing scheduling, load management, session logging and Carbon Reward Program integration.
• Commercial AC Charging - Level 2 chargers at Station Host sites, workplaces, retail, multifamily and municipal locations, with tariffs, access controls and site rules set by Soneil, the Station Host or the roaming partner.
• Carga rápida CC - SS-DC 120 kW to 480 kW charging assets, subject to class-specific pricing, connector compatibility, session limits, state-of-charge tariff bands, idle fees and site rules.
• Mobile Charging Trailer (MCT) deployments - temporary, event, emergency, construction and fleet-depot charging, subject to site-specific terms and tariffs.
• BESS-enabled services - storage-assisted charging, peak-shaving, demand-response and grid-service modes, which may modulate charging power, defer charging or export energy in accordance with program rules.

6.2 Tariffs, Pricing and Disclosure

• Tariffs for Charging Services are published in the App, on the charger screen or in the CMS prior to session start, and may be expressed per kWh, per minute, per session, as a flat fee, as a reservation fee or as a combination of the foregoing ("Session Tariffs").
• Session Tariffs may vary by time of day, day of week, load conditions, site, Station Host, connector type, power level, state of charge and roaming network, and may include: (a) utility energy and demand charges; (b) demand-response and capacity costs; (c) station, parking and site fees; (d) idle and overstay fees; (e) reservation and cancellation fees; (f) regulatory levies; and (g) applicable taxes.
• Where a Session Tariff is displayed at the point of initiation, that tariff will be honoured for the session, subject to: (i) material changes in utility or network charges beyond Soneil's reasonable control; (ii) session parameters that differ materially from those selected (for example, a materially longer session or a materially higher energy delivery than authorised); and (iii) manifest error in the display of a tariff, in which case Soneil may cancel the session or charge the correct tariff, and will refund any overpayment.
• Your mobilisation of a session through the App, a QR code, an RFID card, a plug-and-charge protocol or an API constitutes your authorisation to charge the applicable Session Tariffs to your nominated payment instrument or Wallet.

6.3 Payment Processing, Pre-Authorisation and Auto-Billing

• Payment processing is provided by Stripe, Inc. or such other payment processor as Soneil may engage (each a "Payment Processor"). You authorise Soneil and the Payment Processor to store your payment instrument token, to charge your payment instrument for all amounts due under this Agreement, and to transmit information required to process payments. Card and bank data are processed by the Payment Processor in accordance with its terms and the Payment Card Industry Data Security Standard (PCI DSS); Soneil does not store full card numbers.
• Pre-authorisation holds. Soneil may place a pre-authorisation hold (typically C$25.00 to C$100.00, or such other amount as disclosed in the App) on your payment instrument at or before session start to validate the instrument and to secure an estimated session value. Holds are not charges, are released or settled by the Payment Processor in accordance with its timelines (typically three to ten business days), and may reduce the available balance on your instrument during that period. Soneil is not responsible for the duration of a hold imposed by your financial institution.
• Automatic billing and auto-recharge. You authorise recurring and automatic charges, including: (a) charges at the conclusion of each session; (b) auto-recharge of the Wallet where the balance falls below the threshold you selected; (c) idle, overstay and reservation fees; (d) monthly subscription, network or connectivity fees, where applicable; and (e) renewal of any maintenance plan.
• Failed payments. Failed, declined, reversed or expired payments may result in immediate suspension of Charging Services, suspension of reward accrual, recovery of uncollected amounts, referral to collections, and the application of a returned-payment fee not exceeding the maximum permitted by Applicable Law (currently C$20.00 or the maximum allowable in the applicable jurisdiction). You remain liable for all uncollected amounts, together with reasonable collection costs and interest at 1.5% per month (19.56% per annum) or the maximum lawful rate, whichever is lower.
• Currency. Charges are denominated in the currency displayed at the point of sale, typically Canadian dollars in Canada and United States dollars in the United States. Currency conversion, cross-border transaction and foreign-exchange fees imposed by your financial institution are your responsibility.

6.4 Wallet, Top-Ups and Stored Value

• The Wallet is a stored-value account within the App used to hold prepayments, Activation Awards, Cashback, promotional credits and refunds, and to pay for Charging Services.
• Top-ups are credited to the Wallet when cleared by the Payment Processor. Auto-recharge may be enabled, disabled or reconfigured at any time in the App, with changes applying prospectively.
• Wallet balances: (a) do not constitute a bank deposit, trust fund or escrow and are not insured by the Canada Deposit Insurance Corporation, the Federal Deposit Insurance Corporation, Assuris or any similar insurer; (b) do not bear interest; (c) are not transferable to another person except with Soneil's written consent; and (d) are denominated in the currency of issue and not adjusted for inflation or exchange-rate movement.
• Promotional credits (including the Activation Award, referral credits, campaign credits and goodwill adjustments) may carry expiry dates, minimum-spend conditions, geographic restrictions or hardware-class restrictions, and may be cancelled on termination of the Account, subject to Applicable Law. Prepaid balances funded by you are not forfeited except as permitted by Applicable Law and are subject to the dormancy and escheat provisions of Section 5.9.

6.5 Taxes, Utility Charges and Regulatory Pass-Throughs

• All amounts payable under this Agreement are exclusive of applicable taxes, which will be added where required, including goods and services tax and harmonised sales tax (GST/HST), Quebec sales tax (QST), provincial sales tax (PST/RST), municipal accommodation or utility taxes, and United States federal, state and local sales, use, excise, utility user and gross receipts taxes.
• You are responsible for any taxes arising from your receipt of rewards where Applicable Law characterises them as taxable, in accordance with Section 4.11.
• Where an FSE is subject to a local electricity utility tariff, demand charge, capacity charge, time-of-use differential, coincident-peak factor, line-loss adjustment or pass-through fee, you are responsible for such amounts where they are chargeable to your Account, and Soneil may pass them through at cost or as reflected in the published Session Tariff. Where the Customer is the utility account holder (as in residential charging), electricity supply charges are payable directly to the utility by the Customer and are not charged by Soneil.
• Soneil may adjust Session Tariffs prospectively to reflect changes in utility rates, regulatory levies, network fees, roaming costs and taxes, upon notice through the App or the CMS.

6.6 Idle Time, Overstay, Parking and Site Rules

• Public, commercial and Station Host sites are subject to idle time fees, overstay fees, maximum session durations, connector-release requirements, parking restrictions and towing policies, which are published at the site, on the charger screen or in the App. Typical idle fees are C$0.50 per minute after a grace period (commonly five (5) minutes after charge completion) and are subject to change.
• You must move your vehicle promptly upon completion of charging, must not park a non-charging vehicle in a charging stall, must comply with all posted signs and Station Host rules, and must not obstruct access, fire lanes or emergency egress.
• You acknowledge that Soneil may be required to release a connector, terminate a session, suspend an FSE, or authorise the removal or towing of a vehicle in breach of site rules, and that any towing, impound, storage or release charges are your responsibility and payable to the operator concerned. Soneil is not liable for any damage arising from lawful enforcement of site rules by a Station Host or a third party.
• Where the Customer is a Station Host, the Customer must display the required signage, maintain site access, comply with accessibility requirements (including AODA in Ontario and the ADA in the United States), and indemnify Soneil for any claim arising from the site, its condition, its rules or its parking enforcement, in accordance with Section 8.9.

6.7 Roaming and Interoperability

Charging sessions initiated through a roaming partner or a third-party network are subject to the tariff, terms and privacy practices of that network, and Soneil may add a roaming or settlement fee disclosed at the point of initiation. Soneil does not control third-party network availability or pricing, and does not warrant that roaming, plug-and-charge, ISO 15118, OCPP or OCPI interoperability will be available at all sites, with all vehicles or at all times.

6.8 Fleet and Commercial Accounts

• Fleet, commercial and multi-site accounts may be established with an administrator authorised to manage Sub-Accounts, drivers, vehicles, tariff classes, spending limits, cost centres and reporting. The administrator is responsible for all activity under the fleet Account, including sessions initiated by drivers and any misuse of allocated credentials.
• Fleet accounts may be subject to: (a) credit approval and financial covenants; (b) invoicing cycles, payment terms (typically net 15 or net 30) and security deposits; (c) minimum volume, minimum term or take-or-pay commitments; (d) service-level commitments as expressly set out in an executed agreement; and (e) driver-management, telematics, fuel-card and reporting integration requirements.
• Where a fleet Account is sponsored or funded by an employer, landlord or third party, that sponsor may view session, location, energy, cost and vehicle-utilisation data for the sponsored drivers. The Customer and each driver consent to that disclosure as a condition of sponsored access.

6.9 Refunds, Billing Disputes and Chargebacks

• Billing disputes must be submitted through the App or in writing within thirty (30) days of the statement or charge date, and Soneil will investigate and respond within a reasonable period, generally within thirty (30) days. Undisputed amounts remain payable when due, and a dispute does not entitle you to withhold payment of undisputed amounts or to initiate a chargeback in respect of a good-faith dispute.
• Where Soneil determines that an error occurred, Soneil will correct the charge and credit the difference to your Wallet or payment instrument. Where a session was interrupted by a fault attributable to Soneil, Soneil may, in its discretion, waive or reduce the corresponding charge.
• You must not initiate a chargeback or payment reversal before submitting a billing dispute and allowing Soneil the opportunity to resolve it. Soneil may suspend rewards and Charging Services while an unresolved chargeback is pending, may charge a reasonable chargeback administration fee where permitted by Applicable Law, and may recover amounts reversed together with associated processor fees and reasonable costs.

6.10 Metering Accuracy, Measurement Standards and Adjustments

• Soneil uses commercially reasonable metering, measurement and verification practices consistent with Applicable Law and applicable standards, including Measurement Canada requirements under the Electricity and Gas Inspection Act (Canada) where electricity is sold by measure, National Institute of Standards and Technology Handbook 44 and applicable state weights-and-measures requirements in the United States, applicable electrical code requirements, and the metering accuracy and reporting tolerances required by the Regulatory Programs, including CARB's Low Carbon Fuel Standard electric-vehicle charging accuracy requirements.
• Soneil targets a metering accuracy of ±2% or better, subject to the tolerances permitted by Applicable Law and by the metering class of the FSE, and may apply correction factors, transformer and line-loss adjustments and validation rules in determining Verified Charging Energy.
• Where a meter, current transformer, gateway or firmware fault is identified, Soneil may, in good faith: (a) recalculate the affected sessions using available corroborating data (including vehicle-reported energy, load profiles, session duration or utility data); (b) suspend or reverse Cashback in respect of affected sessions; or (c) issue a credit or charge the corrected amount, as applicable. Soneil will use reasonable efforts to notify affected Customers of any material correction.
• Customers may request a meter accuracy review in respect of sessions within the preceding sixty (60) days by written notice, and Soneil will conduct the review and provide a written outcome. Where the review identifies an error exceeding the applicable tolerance in the Customer's favour, Soneil will credit the difference to the Wallet or the payment instrument.
• Metering data carries evidentiary weight as the authoritative record of energy delivered, absent manifest error or a successful accuracy review.

6.11 Service Availability, Maintenance and Interruptions

Charging Services and the App are provided on an "as available" basis. Soneil may perform planned maintenance, deploy updates, restrict or interrupt service for safety, security, grid-stability, utility or regulatory reasons, or de-energise an FSE where it identifies a hazard, non-compliant installation, tampering or a risk of injury or property damage. Soneil will use commercially reasonable efforts to schedule planned maintenance outside of peak charging periods and to provide advance notice through the App or the CMS. Except as expressly stated in an executed enterprise agreement, Soneil does not provide a service-level commitment, uptime guarantee or credit for downtime, and interruptions do not give rise to a right to refund except as expressly provided in Section 6.9.

6.12 Prepaid, Promotional and Expiring Benefits

Prepaid charging credits, subscription bundles, vouchers, campaign offers and promotional rates are subject to the terms on which they are issued, including expiry dates, site and asset-class limitations, non-transferability and exclusions. Expired promotional benefits are cancelled without refund, except where Applicable Law requires otherwise. Prepaid amounts funded by the Customer are subject to the dormancy, escheat and refund provisions of Sections 5.9 and 6.4.

7. DATA PRIVACY, IoT TELEMATICS AND DATA GOVERNANCE

7.1 Overview and Roles

Soneil is committed to processing personal information in accordance with Privacy Laws. For the purposes of Canadian privacy legislation, Soneil is the organisation with control of personal information collected through the Soneil Spark Ecosystem. For the purposes of the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA") and analogous United States state privacy statutes, Soneil acts as a business in respect of Account, marketing and customer-relationship data, and as a service provider or processor in respect of personal information processed on behalf of a fleet, employer, landlord or Station Host customer. Where Soneil processes personal information on behalf of a business customer, the customer is responsible for providing the required notices and obtaining the required consents, and Soneil processes such information only for the purposes set out in this Agreement and the customer's documented instructions.

7.2 Categories of Information Collected

Soneil collects the categories of information described in Schedule C, which include:

• Account and identity data - name, email address, mobile number, postal address, account identifiers, authentication credentials, government-issued identification where required for verification or tax reporting, and organisational affiliation;
• Payment data - payment instrument tokens, billing address, transaction history, Wallet activity, and settlement records; card and bank credentials are processed by the Payment Processor;
• Telematics and IoT data - meter readings, voltage, current, amperage, phase and power-factor data, energy throughput (kWh), power quality events, temperatures, connector and error status, session start and stop times, duration, location (GPS or fixed geospatial coordinates), firmware versions, and device identifiers including IP and MAC addresses;
• Vehicle data - where your vehicle is paired, connected through a connected-vehicle API or identified through plug-and-charge, we may collect the vehicle identification number (VIN), make and model, battery and state-of-charge information, charging capability, odometer (where made available) and battery-health indicators;
• Usage and preference data - App interactions, session history, scheduled charging preferences, tariff selections, notification settings and support communications; and
• Location data - precise geolocation of the FSE and, where you enable location services for features such as "find a charger", of your mobile device.

7.3 Purposes and Legal Bases

Soneil processes information for the following purposes, and, where required by Applicable Law, on the following legal bases:

• to provide, operate, secure, maintain and improve the App, the CMS and the Charging Services (performance of a contract);
• to meter, validate, verify, reconcile and report charging activity; to generate, register, verify, transfer and monetise Carbon Credits and Environmental Attributes; and to make payments, disbursements and reward calculations (performance of a contract, compliance with legal obligations, and legitimate interests);
• to comply with legal, tax, regulatory, audit, grant, utility and Regulatory Program requirements, including submission of data to regulators and registries and retention of records (compliance with a legal obligation);
• to detect, investigate and prevent fraud, tampering, double-counting, abuse, cybersecurity incidents and unauthorised access (legitimate interests and, where required, consent);
• to conduct grid-impact analysis, load studies, demand-response and utility program reporting using Aggregated Data or de-identified data (legitimate interests);
• to communicate with you regarding your Account, sessions, rewards, billing, incidents, service changes, updates, safety notices and legal notices (performance of a contract and compliance with legal obligations); and
• with your consent, to send you marketing communications about products, services, promotions and programs, which consent you may withdraw at any time (consent).

7.4 Consent, Communications and Preferences

• You consent to Soneil collecting, using and disclosing personal information as described in this Agreement and the Soneil Spark Privacy Policy, subject to your right to withdraw consent as permitted by Applicable Law and subject to legal, contractual and technical restrictions.
• Commercial electronic messages sent to you will comply with Canada's Anti-Spam Legislation, the Personal Information Protection and Electronic Documents Act, the Telephone Consumer Protection Act and applicable state law. Transactional, security, safety and legal notices are not marketing messages and may be sent notwithstanding a marketing opt-out.
• Where you enable push notifications, location services, Bluetooth, camera (for QR scanning) or contacts access, you consent to the corresponding data collection, and you may disable permissions through your device settings, provided that disabling certain permissions (including telematics connectivity at the FSE) may render you ineligible for Cashback under Section 5.6.

7.5 Vehicle Telematics, VIN and Connected Vehicle Data

• Where you connect a vehicle, integrate a connected-vehicle API or use plug-and-charge, you represent that you are the owner or authorised user of the vehicle and that you have the authority to permit the collection, use and disclosure of the vehicle data described in Schedule C.
• VIN and vehicle telematics data are collected for the limited purposes of: confirming vehicle compatibility and charging capability; validating session authenticity; associating charging sessions with a specific vehicle for Regulatory Program reporting where required; supporting warranty, battery-health and safety diagnostics; and generating Aggregated Data. Such data will not be used to identify you to a third party for advertising purposes and will not be sold.
• Where a vehicle manufacturer, telematics provider or fleet platform restricts or withdraws access to vehicle data, Soneil may be unable to verify certain sessions, and the consequences in Sections 5.6 and 6.10 apply.

7.6 Aggregated Data, De-Identification and Secondary Analysis

• Soneil may create, use, retain and commercialise Aggregated Data derived from Customer Data, Telematics Data and session records, including for: grid planning and utility load studies; distribution-system impact assessments; transformer and feeder loading analysis; demand-response and managed-charging program design and settlement; carbon-intensity and life-cycle analysis; infrastructure planning; benchmarking; and regulatory, municipal and academic reporting.
• You hereby grant Soneil a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable licence to use, reproduce, aggregate, de-identify, analyse, publish and disclose Aggregated Data for the purposes described in this Agreement. Soneil will implement reasonable administrative, technical and contractual safeguards designed to prevent the re-identification of individuals, households or premises, and will not publicly disclose data at a granularity that reasonably permits identification of a specific individual or household.
• Aggregated Data may be shared with utilities, independent system operators, regional transmission organisations, municipalities, research institutions, regulators and commercial partners, provided it is disclosed in de-identified or aggregated form.
• Soneil may delete, degrade or minimise personal information over time where retention is no longer required, while retaining Aggregated Data and the records necessary for regulatory, audit, tax, warranty, credit-verification and dispute-resolution purposes.

7.7 Canadian Privacy Requirements (PIPEDA and Quebec Law 25)

• Soneil maintains a privacy management program, designates a Privacy Officer accountable for compliance, and makes information about its policies and practices available on request, in accordance with PIPEDA Principle 1 and the requirement for readily available, understandable privacy information.
• Where you are resident in Quebec, Soneil processes personal information in accordance with the Act respecting the protection of personal information in the private sector, as amended by Law 25, including requirements relating to privacy notices in clear and simple language, consent, privacy impact assessments, the governance of de-identified information, and the reporting of confidentiality incidents. Soneil will provide information and assistance reasonably required for any request relating to your rights of access, rectification, portability or de-indexing, or to the withdrawal of consent.
• Soneil will notify affected individuals and the relevant privacy regulator of a breach of security safeguards involving personal information under its control where there is a real risk of significant harm, in accordance with the mandatory breach reporting requirements applicable in each jurisdiction, and will maintain records of every breach of security safeguards as required.

7.8 United States Privacy Requirements (CCPA/CPRA and State Statutes)

• Categories and purposes. The categories of personal information collected, the purposes of collection and the categories of third parties to which information is disclosed are described in Schedule C. Soneil does not disclose personal information for monetary consideration. Soneil does not sell personal information, and does not sell or share personal information for cross-context behavioural advertising in respect of the Soneil Spark Ecosystem.
• Rights. Where you are a California resident, you have the right to: know and access the personal information collected, used and disclosed; request deletion, subject to exceptions; request correction of inaccurate personal information; request a portable copy; limit the use and disclosure of sensitive personal information, to the extent applicable; opt out of sale or sharing (which right is not engaged as Soneil does not sell or share personal information); and be free from discrimination for exercising your rights. Where you are a resident of another United States state with a comprehensive privacy statute, you may exercise the analogous rights available under that statute, including rights of access, correction, deletion, portability and opt-out (including from targeted advertising and profiling).
• Request procedures. Requests may be submitted through the App's privacy centre, by email to the Soneil Privacy Officer, or by the toll-free number published in the App. Soneil will verify requests using information already on file and, where necessary, additional verification proportionate to the sensitivity of the information; authorised agents may submit requests with written authorisation. Soneil will respond within the timeframes prescribed by Applicable Law (generally within 45 days in California, extendable where permitted). Where Soneil acts as a service provider, it will forward or refer the request to the relevant business customer as appropriate.
• Global privacy controls. Soneil will honour opt-out preference signals and browser or device-based global privacy control signals to the extent required by Applicable Law, consistent with its practice of not selling or sharing personal information.
• De-identified data. Soneil maintains policies and technical controls to prohibit re-identification of de-identified data and to require contractual restrictions on downstream recipients, consistent with the de-identification requirements of the CCPA/CPRA and analogous statutes.

7.9 Security, Retention and Cross-Border Transfers

• Soneil maintains a written information security program with administrative, technical and physical safeguards appropriate to the sensitivity of the information, including encryption of data in transit and at rest, role-based access controls, multi-factor authentication for administrative access, logging and monitoring, vulnerability management, secure development practices, and incident response procedures. No system is perfectly secure, and Soneil does not warrant that unauthorised access, disclosure or alteration will never occur.
• Personal information may be stored and processed in Canada, the United States and other jurisdictions in which Soneil or its sub-processors operate. Where personal information is transferred across borders, Soneil remains accountable for the information under PIPEDA and uses contractual, organisational and technical safeguards, including data processing agreements containing standard contractual clauses where required by Applicable Law.
• Soneil retains personal information only as long as necessary for the purposes described in this Agreement, the Soneil Spark Privacy Policy or Applicable Law, and in any event for the minimum retention periods mandated by the Regulatory Programs for credit, metering and attestation records, which may extend to seven (7) to ten (10) years or longer.

7.10 Ownership of Data

• As between you and Soneil: (a) you retain all rights in your Account data, identity data, payment data and your personal information, subject to the licences and assignments in this Agreement; and (b) Soneil owns all Telematics Data, Metering Data, session records, device data, Aggregated Data, and all data generated by or derived from the Equipment, the CMS or the operation of the Soneil Spark Ecosystem, together with all intellectual property rights therein.
• You grant Soneil a non-exclusive, worldwide, royalty-free licence to use Customer Data to the extent necessary to provide the Charging Services, to operate the CMS, to verify and register Carbon Credits, to perform Soneil's obligations and exercise its rights under this Agreement, and to comply with Applicable Law. On termination, Soneil will retain the data it is required or permitted to retain, including data necessary to evidence the assignment in Section 4.2 and to complete credit registration, verification, reporting and monetisation.

7.11 Location and Geospatial Data

Precise location data (including geospatial coordinates of FSEs and, where you consent, your mobile device) is collected and used for site identification, charger discovery, session validation, Regulatory Program geospatial reporting, grid analysis and safety. You may disable mobile-device location permissions at any time, subject to the loss of location-dependent features and subject to Soneil's continuing right to record the fixed location of an FSE as part of the Equipment record.

7.12 Minors

The Soneil Spark Ecosystem is intended for users who are at least the age of majority in their jurisdiction of residence. Soneil does not knowingly collect personal information from minors, does not direct the App to minors, and will delete such information upon becoming aware of its collection. Where a minor operates a Sub-Account under a fleet, employer or household Account, the Account holder is responsible for authorisation and supervision.

8. HARDWARE WARRANTY, GRID CONSTRAINTS, DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 Limited Hardware Warranty

• Soneil warrants that the Equipment will be free from defects in materials and workmanship under normal use, installation and maintenance for the warranty period specified in the warranty document supplied with the Equipment (the "Limited Warranty"), typically three (3) years for Residential Chargers and, unless otherwise stated in an executed agreement, two (2) years for Commercial AC Chargers and DC Fast Chargers, in each case from the date of installation or commissioning.
• The Limited Warranty is the exclusive remedy in respect of defective Equipment and is subject to: proper installation by a licensed electrician in accordance with the Canadian Electrical Code or the National Electrical Code and all applicable permits; connection to a compliant electrical supply; installation within rated environmental conditions (including temperature, humidity, ingress-protection and altitude limits); use of Soneil-approved firmware and updates; and absence of tampering, unauthorised repair, modification, abuse, misuse, overvoltage, lightning, flood, power-quality events outside published tolerances, or force majeure.
• The Limited Warranty covers the Equipment and firmware supplied by Soneil. It does not cover: third-party electrical work, conduit, wiring, breakers, panels, sub-panels, transformers, service upgrades, permits, inspection fees, utility interconnection costs, vehicle components, cables damaged by misuse, cosmetic wear, or consumables.
• BESS, MCT and mobile assets may be subject to additional terms, capacity-retention thresholds, cycle limits and operational-envelope conditions specified in the applicable documentation.

8.2 Installation, Electrical Safety and Site Conditions

• Soneil does not perform, supervise or warrant third-party electrical work except where Soneil expressly contracts to do so in a signed work order. Where installation is performed by you, your contractor or a third-party installer: (a) you are solely responsible for selecting and engaging a licensed electrical contractor, obtaining permits, arranging inspection and interconnection, and ensuring adequate panel, service, feeder and transformer capacity; and (b) Soneil is not liable for any defect, damage, injury, code violation, failed inspection, utility refusal, fire, electrical fault or panel overload arising from that work.
• You must ensure that all installations comply with Applicable Law, including the Canadian Electrical Code (CSA C22.1), the National Electrical Code (NFPA 70), local amendments, permitting and inspection requirements, landlord and condominium approvals, and accessibility requirements. Where the premises are leased, rented or jointly owned, you must obtain the property owner's written authorisation before installation.
• You acknowledge that adding a charging load may exceed the capacity of an existing electrical service and may require a service upgrade, load-management configuration, energy-management system or utility approval. Any resulting delay, cost, limitation on charging power or curtailment is your responsibility.

8.3 Software and Service Availability Disclaimer

• THE APP, THE CMS, THE SAAS SERVICES AND ALL SOFTWARE AND FIRMWARE ASSOCIATED WITH THE SONEIL SPARK ECOSYSTEM ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
• Without limiting the foregoing, and to the maximum extent permitted by Applicable Law, Soneil expressly disclaims all warranties, conditions, representations and terms, whether express, implied, statutory or collateral, including any implied warranty or condition of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, system integration, accuracy, availability, uninterrupted or error-free operation, or that defects will be corrected.
• Soneil does not warrant: (a) that the App or the CMS will be available at any particular time, at any level of uptime or free of errors; (b) that any session data, meter reading, reward calculation or reconciliation will be accurate or complete; (c) that any Carbon Credit will be generated, registered, verified, priced, sold or maintained; (d) that any reward rate, phase or payout will continue; or (e) that the App or the Equipment will interoperate with any particular vehicle, inverter, battery, home energy management system, utility program or third-party platform.

8.4 Grid Constraints, Utility Interconnection and Curtailment

• Charging depends on factors outside Soneil's control, including utility capacity, transformer sizing, feeder loading, distribution-system constraints, transmission limits, voltage quality, frequency events, localised outages, planned or emergency curtailment, rotating blackouts, demand-response events, grid-stability measures, net-metering restrictions and interconnection approvals.
• You acknowledge and agree that: (a) Dynamic Load Management may reduce, modulate, pause, defer or share the available charging power, and that charging may therefore be slower than the nameplate rating of the Equipment; (b) Soneil may curtail, defer or suspend charging, or shift charging to off-peak windows, in order to protect the installation, comply with a utility directive or participate in a demand-response, managed-charging or grid-service program; and (c) Soneil is not liable for any consequence of curtailment, de-energisation, load limitation, outage or reduced charging power, including missed trips, vehicle availability, business interruption or loss of reward accrual.
• Where a utility or system operator requires load control, and where you participate in a utility or grid program through the Soneil Spark Ecosystem, the terms of that program may be governed by separate utility terms, and Soneil acts solely as a technical facilitator.

8.5 Vehicle, Battery and Third-Party Limitations

Soneil is not responsible for, and disclaims all liability in respect of: (a) degradation, capacity loss, range loss or damage to any vehicle battery, including as a result of charging at the vehicle's maximum accepted rate, temperature effects, repeated DC fast charging, cell imbalance, or the vehicle's own battery-management strategy; (b) vehicle software, charging handshake, plug-and-charge, communication or compatibility faults, including any fault that damages a connector, vehicle inlet or FSE; (c) any defect in, or act or omission of, a vehicle manufacturer, dealer, installer, utility, Station Host, roaming partner, contractor or other third party; and (d) the condition, safety or suitability of a third-party site, parking facility or electrical installation.

8.6 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT ONLY TO THE EXPRESS LIMITED WARRANTY IN SECTION 8.1, ALL GOODS, SOFTWARE, SERVICES, DATA, REPORTS AND DELIVERABLES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY WARRANTY, CONDITION, REPRESENTATION OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. Nothing in this Agreement excludes or limits any warranty, condition or right that cannot be excluded or limited by Applicable Law, including any right under applicable consumer protection, sale of goods or electrical safety legislation.

8.7 Limitation of Liability and Liability Cap

• Aggregate cap. To the maximum extent permitted by Applicable Law, Soneil's total aggregate liability to you, whether in contract, tort (including negligence), strict liability, statutory duty, restitution or otherwise, arising out of or in connection with this Agreement, the App, the CMS, the Equipment or the Charging Services, is limited to the greater of (a) the total fees actually paid by you to Soneil under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim, and (b) C$100.00 - provided that, where the Customer is a consumer and Applicable Law prohibits limiting liability to a lesser amount, the cap will be the minimum amount permitted by Applicable Law.
• Delivery of the cap. The parties acknowledge that the limitation in this Section 8.7 is a material allocation of risk reflecting the commercial terms, including the promotional nature of the Deposit, the Activation Award, the Cashback and the SaaS Services provided at no separate charge, and that Soneil would not offer the Soneil Spark Ecosystem on these economic terms without this limitation.
• No liability for certain categories of loss. To the maximum extent permitted by Applicable Law, Soneil will not be liable for: loss of profit, revenue, income, anticipated savings or opportunity; loss of reward, Cashback, Carbon Credit or Environmental Attribute value; loss of data (except as provided in Section 7.9); cost of substitute services; business interruption; loss of goodwill or reputation; vehicle downtime, missed appointments or trip cancellation; or any special, indirect, incidental, punitive, exemplary, aggravated or consequential loss or damage, whether or not Soneil was advised of the possibility of such loss or damage.
• Carve-outs. Nothing in this Section 8.7 limits or excludes: (a) liability for fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; (b) liability for death or personal injury caused by negligence, where such limitation is prohibited by Applicable Law; (c) your payment obligations for Charging Services actually delivered; (d) your indemnification obligations in Section 8.9; (e) amounts recoverable under Sections 4.8, 5.8 and 5.12; (f) a party's liability for breach of confidentiality or infringement of the other party's intellectual property; or (g) any liability that cannot be limited or excluded under Applicable Law, including non-waivable rights under consumer protection legislation.

8.8 Consumer Statutory Rights and Mandatory Provisions

Where you are a consumer, nothing in Sections 8.1 to 8.7 excludes, restricts or modifies any statutory warranty, guarantee, condition, right or remedy that Applicable Law does not permit to be excluded, restricted or modified, including under the Consumer Protection Act, 2002 (Ontario), equivalent provincial consumer protection statutes, the Competition Act (Canada), and the Magnuson-Moss Warranty Act and applicable state consumer statutes in the United States. Where a provision of this Section 8 is held to be void or unenforceable as against a consumer, that provision will be severed or modified to the minimum extent necessary, and the remainder of this Agreement will continue in full force and effect.

8.9 Indemnification by the Customer

You will indemnify, defend and hold harmless Soneil and its directors, officers, employees, agents, affiliates, licensors, subcontractors and Station Hosts (collectively, the "Soneil Indemnitees") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, settlements, taxes, interest and costs (including reasonable legal fees on a full-indemnity basis) arising out of or relating to:

• your installation, use, operation, maintenance, modification or decommissioning of the Equipment, including any claim relating to electrical work, permits, inspection, code compliance, panel capacity or property damage;
• your breach of this Agreement, including any breach of Sections 3.5, 4.5, 5.8 or 7;
• any claim by a third party relating to your Account, Sub-Accounts, credentials, drivers, tenants, employees, guests, contractors or vehicles, including claims relating to unauthorised charging, parking, towing or site rules;
• any double-counting, conflicting claim, invalidated Carbon Credit or regulatory penalty attributable to your act or omission;
• your negligence, wilful misconduct or violation of Applicable Law; and
• any claim relating to the premises, site or electrical installation at or to which the Equipment is connected where you are the owner, lessee, occupier or Station Host.

Where you are a consumer and Applicable Law restricts your obligation to indemnify a supplier, this Section applies only to the maximum extent permitted by Applicable Law and does not require you to indemnify Soneil for Soneil's own negligence or breach.

8.10 Indemnification by Soneil

Soneil will defend you against any third-party claim alleging that the App, the CMS or the firmware, as supplied by Soneil and used in accordance with this Agreement, infringes a Canadian or United States patent, copyright or trade secret, and will indemnify you for damages finally awarded against you by a court of competent jurisdiction (or agreed in settlement by Soneil) in respect of such claim, provided that you: (a) notify Soneil promptly in writing; (b) grant Soneil sole control of the defence and settlement; (c) provide reasonable cooperation and information; and (d) do not admit liability or settle without Soneil's consent. Soneil has no obligation in respect of claims arising from: your modifications, combination with non-Soneil products, use in breach of this Agreement, third-party or open source components, your data or content, or specifications you supplied. If an infringement claim is made or threatened, Soneil may, at its option, procure the right for you to continue using the affected element, modify it to be non-infringing, or terminate the affected licence and refund prepaid fees for the unused portion. This Section states Soneil's entire liability and your exclusive remedy for intellectual property infringement.

8.11 Insurance

Soneil will maintain commercially reasonable insurance during the Term, including commercial general liability and, where Equipment is installed at third-party premises, appropriate contractor or product liability coverage. Where the Customer is a Station Host, fleet operator or commercial customer, the Customer will maintain commercial general liability insurance of not less than C$2,000,000 (or the equivalent in USD) per occurrence, will name Soneil as an additional insured where reasonably requested, and will provide evidence of coverage upon request.

8.12 Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including acts of God, severe weather, wildfire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labour disruption, cyberattack or ransomware, failure of a third-party network, cloud, cellular or utility provider, utility outage, transformer failure, grid emergency, curtailment directive, government action, regulatory suspension, or a change in Applicable Law. A force majeure event does not excuse the Customer's obligation to pay amounts due for Charging Services already delivered, and does not extend the Term of any regulatory registration beyond the period prescribed by Applicable Law.

8.13 Basis of the Bargain

The parties acknowledge that the disclaimers, limitations of liability, exclusions, indemnities and risk allocations in this Section 8 and elsewhere in this Agreement are fundamental to the bargain between the parties, reflect a reasonable allocation of risk given the economics of the Carbon Reward Program and the promotional nature of the Deposit, and would not be offered by Soneil on the same terms in their absence. These provisions apply notwithstanding any failure of essential purpose of any limited remedy and survive the expiration or termination of this Agreement.

9. TERM, SUSPENSION, TERMINATION AND DISPUTE RESOLUTION

9.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 9 or until your Account is closed (the "Term"). Licence terms for the App continue for so long as the App is installed on your device and you maintain an active Account, subject to Soneil's right to suspend or terminate under this Section 9.

9.2 Suspension by Soneil

Soneil may suspend, in whole or in part and with or without notice, your Account, your access to the App, the CMS or the SaaS Services, your participation in the Carbon Reward Program, reward accrual, Wallet disbursements, Charging Services or the operation of any Equipment, where Soneil reasonably determines that:

• you have breached this Agreement, including any provision of Sections 3.5, 4.5, 5.8, 6 or 7;
• fraud, tampering, double-counting, meter manipulation, unauthorised modification or abuse is suspected, or an investigation, audit, regulatory inquiry or verification is pending;
• your payment instrument has failed, a chargeback is pending, or amounts are overdue;
• suspension is necessary to protect the safety of persons or property, to prevent damage to the Equipment or a vehicle, to maintain grid or network stability, to comply with a utility directive or a Regulatory Program requirement, or to comply with Applicable Law; or
• your Account has been dormant in accordance with Section 5.9.

Soneil will ordinarily notify you of a suspension and of the steps required to restore access, except where immediate action is required for security, safety, fraud prevention or legal compliance. Suspension does not relieve you of your obligations under this Agreement and does not extend any deadline in Sections 4.7, 5.6 or 6.9.

9.3 Termination by Soneil

Soneil may terminate this Agreement, your licence, your Account or your participation in the Carbon Reward Program:

• for cause immediately and without notice upon: (a) your material breach of this Agreement; (b) fraud, tampering, double-counting or falsification of data; (c) your insolvency, bankruptcy, assignment for the benefit of creditors, receivership or cessation of business; (d) a regulatory direction or prohibition; or (e) conduct that exposes Soneil to regulatory penalty, licence risk, reputational harm or third-party liability;
• for convenience upon thirty (30) days' prior written notice to you, provided that Soneil will refund any prepaid, unused amounts funded by you (excluding promotional credits) and will preserve accrued and verified Cashback that is not subject to forfeiture; or
• automatically, if Soneil ceases to offer the Carbon Reward Program in your jurisdiction or ceases to operate the Soneil Spark Ecosystem generally, on the effective date of such cessation.

Where Soneil terminates for your material breach, Soneil may declare all amounts owed immediately due, apply the Deposit in accordance with Section 5.10(d), recover amounts under Sections 4.8 and 5.12, and disable the Equipment. Where reasonably practicable, Soneil will provide fifteen (15) days' notice and an opportunity to cure before terminating for cause (other than for fraud, safety, legal or regulatory reasons).

9.4 Termination by You

You may terminate this Agreement at any time by: (a) submitting a termination request through the App; (b) ceasing all use of the App and uninstalling it from your devices; and (c) returning any Equipment in accordance with Section 5.10 where you wish to claim a refund of the Deposit. Termination by you does not entitle you to a refund of amounts already paid for Charging Services delivered, of the Shipping Fee, or of promotional benefits already redeemed.

9.5 Effect of Termination

Upon termination or expiry of this Agreement, for any reason:

• your licence to use the App, the CMS and the SaaS Services terminates immediately, and you must cease all use, uninstall the App from all devices, and delete all copies in your possession or control;
• Remote Start, scheduling, DLM participation, roaming, Wallet, rewards and reporting functions will cease, and the FSE may be de-energised, locked or removed from the CMS;
• Equipment supplied under the promotional offer must be returned in accordance with Section 5.10 if you wish to claim a refund of the Deposit;
• the assignment in Section 4.2, the appointment and power of attorney in Section 4.3, the waivers in Sections 4.6 and 4.11, the indemnities in Sections 4.8 and 8.9, the limits in Section 8.7, and the provisions of Sections 2, 3.4, 7.10, 9.6 to 9.12 and 10 continue in full force and effect;
• Soneil may retain Customer Data and Telematics Data to the extent necessary to evidence the assignment of Environmental Attributes, complete credit registration, verification and reporting, satisfy audit and record-retention obligations, comply with Applicable Law, and enforce its rights; and
• sections that by their nature are intended to survive, including those relating to accrued rights, limitations of liability, indemnities, governing law, arbitration, and intellectual property, survive termination.

9.6 Governing Law and Jurisdiction

• This Agreement, its subject matter, formation and any dispute arising out of or in connection with it are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
• Subject to Section 9.8 (arbitration), the parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, and waive any objection based on venue or forum non conveniens. Where you are a consumer resident in Quebec, mandatory provisions of Quebec law, including the Consumer Protection Act (Quebec) and the rules of the Civil Code of Quebec relating to jurisdiction, apply notwithstanding the foregoing.
• The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Use of Electronic Communications in International Contracts do not apply to this Agreement.

9.7 Dispute Resolution - Negotiation and Mediation

Before commencing arbitration, the parties will attempt in good faith to resolve any dispute arising out of or in connection with this Agreement as follows:

• Notice. A party raising a dispute will deliver a written notice describing the dispute, the relevant facts and the relief sought.
• Negotiation. The parties will negotiate in good faith for a period of thirty (30) days following delivery of the notice, and each party will designate an authorised representative to participate, including a person with authority to settle.
• Mediation. If negotiation fails, the parties will submit the dispute to non-binding mediation before a single mediator in Toronto, Ontario (or, at the election of the Customer, by videoconference), under the Mediation Rules of the ADR Institute of Canada, with the costs of the mediator shared equally.
• Exceptions. This Section does not prevent either party from applying to a court of competent jurisdiction for urgent injunctive or equitable relief, from exercising lawful self-help remedies (including suspension of services or set-off), or from pursuing a claim in small claims court where it otherwise qualifies.

9.8 Binding Arbitration and Class Action Waiver

• Arbitration agreement. Except as provided in Sections 9.7 and 9.8(f), any dispute, claim or controversy arising out of or relating to this Agreement, the Soneil Spark Ecosystem, the Equipment, the Carbon Reward Program or the Charging Services, whether in contract, tort, statute or otherwise, and including any question of arbitrability, will be finally resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules (for Customers in Canada) or by the American Arbitration Association under its Consumer or Commercial Arbitration Rules, as applicable (for Customers in the United States), as modified by this Section.
• Seat and language. The seat of arbitration will be Toronto, Ontario, Canada, and the language of the arbitration will be English, provided that a consumer may elect to conduct the arbitration in the province of their residence and in French where legally required.
• Arbitrator. The arbitration will be conducted by a single arbitrator with commercial and technology expertise, selected by agreement of the parties or, failing agreement, in accordance with the applicable rules. The arbitrator has authority to determine all issues of law and fact and to grant any remedy available at law or in equity, except that the arbitrator may not award relief that conflicts with Section 8 or award punitive or exemplary damages where prohibited by this Agreement.
• Costs. The arbitration fees and the arbitrator's compensation will be allocated in accordance with the applicable rules, provided that, where a consumer is the claimant, Soneil will pay the portion of the filing and administrative fees that the rules assign to a business where the claim is for less than C$75,000, and each party will bear its own legal costs unless the arbitrator determines otherwise.
• CLASS ACTION WAIVER. To the maximum extent permitted by Applicable Law, you and Soneil each waive any right to bring, join, participate in, or be represented in any class, collective, consolidated, representative or private attorney general action or proceeding in respect of any dispute covered by this Section. All disputes must be arbitrated on an individual basis, and the arbitrator may not consolidate the claims of more than one person or preside over any form of class or representative proceeding.
• Jury waiver. To the maximum extent permitted by Applicable Law, each party waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement or the Soneil Spark Ecosystem, including any proceeding that is not subject to arbitration.
• Exceptions and opt-out. This Section does not apply to: (a) claims within the jurisdiction of a small claims court or provincial civil claims court that the party elects to file there; (b) applications for injunctive or equitable relief to protect intellectual property, confidential information or data security; (c) claims relating to the enforcement of a security interest or the collection of undisputed amounts; or (d) any claim that Applicable Law does not permit to be arbitrated, including certain non-waivable consumer claims. You may opt out of this Section 9.8 by delivering written notice to Soneil, using the contact details in Section 9.13, within thirty (30) days of the Effective Date, stating your name, Account email address and your election to opt out. Opting out does not affect any other provision of this Agreement, and participation in the Carbon Reward Program after the opt-out deadline does not revive the waiver.
• Opt-out mechanics. Where the class action waiver or arbitration agreement is held unenforceable in whole or in part, the remainder of this Section 9.8 will be severed and the balance of this Agreement will continue in full force and effect, except that Section 9.8(a) and (e) will not be severed from each other - if the class action waiver is held unenforceable as to a particular claim, that claim will proceed in court and not in arbitration.
• 30-day resolution attempt and consumer protection. Nothing in this Section limits any non-waivable right to seek relief from a consumer protection authority, regulator, ombudsman or small claims court, and nothing in this Section is intended to contravene the requirements of applicable consumer protection legislation, including the Consumer Protection Act, 2002 (Ontario) and the Consumer Protection Act (Quebec), as applicable.

9.9 Claims Period

To the maximum extent permitted by Applicable Law, any claim or cause of action arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action arises, failing which the claim is permanently barred. This limitation does not apply to claims that a regulator may bring, to claims for fraud, or to any claim for which Applicable Law prescribes a longer or non-waivable limitation period, including in Ontario where the Limitations Act, 2002 prescribes a two-year basic limitation period that cannot be shortened by agreement in respect of consumer claims.

9.10 Modifications to this Agreement

• Soneil may amend this Agreement from time to time. Soneil will provide notice of material amendments through the App, by email or by posting an updated version in the App with a revised "Last Updated" date, at least thirty (30) days before the amendment takes effect, except where a shorter period is required to comply with Applicable Law, a regulator's direction, a security or safety requirement, or a Regulatory Program requirement.
• Your continued use of the App, the Charging Services or any Equipment after the effective date of an amendment constitutes your acceptance of the amended Agreement. If you do not accept an amendment, you must cease use, terminate this Agreement in accordance with Section 9.4 and, if applicable, return the Equipment in accordance with Section 5.10.
• Amendments will not retroactively reduce rewards already credited to your Wallet in respect of Eligible Charging Sessions occurring before the effective date of the amendment, except as expressly permitted in Sections 4.8, 5.6, 5.8 and 6.10.

9.11 Assignment and Change of Control

• You may not assign, transfer, delegate, sublicense or encumber this Agreement, in whole or in part, without Soneil's prior written consent, and any purported assignment in contravention of this Section is void, except that a Customer that is an individual may transfer the Account upon written notice where the Customer sells the residence and the FSE remains installed, provided the transferee accepts this Agreement in writing and the transfer is registered with Soneil.
• Soneil may assign, transfer or novate this Agreement, in whole or in part, including as part of a merger, acquisition, corporate reorganisation, financing, securitisation, sale of assets or sale of the Carbon Reward Program or a credit portfolio, without your consent, provided the assignee assumes Soneil's obligations in respect of accrued rewards. The assignment in Section 4.2 and the appointment in Section 4.3 inure to the benefit of Soneil's successors and assigns.

9.12 Notices

• Notices to you may be given through the App (including in-App notifications, banners and message centre), by email to the address registered to your Account, by SMS to the number registered to your Account, or by posting in the CMS. Notices are deemed received twenty-four (24) hours after sending by email or App notification, and on the date of posting in the CMS.
• Legal notices to Soneil must be delivered by email to legal@soneilspark.com and, where the notice relates to a dispute, indemnity, infringement or termination, concurrently by courier to the attention of the Legal Department at Soneil's registered office, with a copy to the Chief Legal Officer.
• You are responsible for maintaining accurate contact information. Notices sent to the last address, email or number on file are effective notwithstanding any failure to receive them caused by an inaccurate or outdated address, a full mailbox, spam filtering or a blocked number.

9.13 Contact Information

Soneil International Limited (Soneil Spark) - Legal Department. General legal and contract notices: legal@soneilspark.com. Privacy enquiries and rights requests (attention: Privacy Officer): privacy@soneilspark.com. Billing and Account support: support@soneilspark.com. Carbon Reward Program enquiries: rewards@soneilspark.com.

10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement, together with its Schedules and any executed order form, statement of work, fleet services agreement, warranty document or station host agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings and communications, whether written or oral, including any marketing materials, presentations, pilot agreements or letters of intent. Each party acknowledges that it has not relied on any representation, warranty or statement not expressly set out in this Agreement, except that nothing in this Section limits liability for fraudulent misrepresentation.

10.2 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, that provision will be severed or modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect. Where severance is not possible, the parties will negotiate in good faith to replace the affected provision with a valid provision achieving, to the greatest extent possible, the same commercial and regulatory purpose - including, in respect of Section 4, the preservation of Soneil's exclusive right to the Environmental Attributes and Carbon Credits.

10.3 Waiver

No failure or delay by Soneil in exercising any right, power or remedy under this Agreement operates as a waiver of that right, power or remedy, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by an authorised representative of Soneil, and applies only to the specific instance and purpose for which it is given.

10.4 Cumulative Remedies

Except as expressly stated otherwise, all rights and remedies under this Agreement are cumulative and in addition to, and not in substitution for, any rights or remedies available at law, in equity, under statute, under any Regulatory Program or otherwise, and the election of one remedy does not preclude any other remedy.

10.5 Further Assurances

You will execute and deliver such further documents, instruments, consents, attestations, authorisations and assurances, and take such further acts, as Soneil may reasonably require to give full effect to this Agreement, including the perfection of the assignment in Section 4.2, the exercise of the power of attorney in Section 4.3, the registration of Environmental Attributes and Carbon Credits, the submission of data to any regulator or registry, and the verification of Eligible Charging Sessions. This obligation survives termination of this Agreement.

10.6 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, trust or fiduciary relationship between the parties, other than the limited agency and power of attorney expressly granted in Section 4.3, and neither party has authority to bind the other or to incur obligations on the other's behalf.

10.7 Third-Party Beneficiaries

Except for the Soneil Indemnitees, Payment Processors, licensors and sub-processors, and as expressly provided in Section 3.3 in respect of Apple Inc. and Google LLC, this Agreement does not confer any right or remedy on any person who is not a party to it.

10.8 Anti-Corruption, Sanctions and Export Compliance

Each party will comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions and export-control laws, including the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act (United States) and applicable economic sanctions administered by the Department of the Treasury's Office of Foreign Assets Control and Global Affairs Canada. You represent that you are not a designated person under any applicable sanctions list and that the Equipment and software will not be exported, re-exported or transferred in violation of applicable export controls.

10.9 Accessibility

Soneil is committed to accessibility and will use reasonable efforts to make the App conform to the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA and to comply with the Accessibility for Ontarians with Disabilities Act, 2005, the Accessible Canada Act and the Americans with Disabilities Act, as applicable. If you encounter an accessibility barrier, please contact accessibility@soneilspark.com.

10.10 Publicity

Soneil may identify you as a customer, reference your participation in the Carbon Reward Program, and use your name, logo and marks in customer lists, case studies and marketing materials, unless you notify Soneil in writing that you object. Soneil will not use your personal information in marketing in a manner inconsistent with Section 7.

10.11 Electronic Records, Counterparts and Force of Execution

This Agreement may be executed in counterparts, including electronic counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures, click-through acceptance, and records generated by the App or the CMS evidencing acceptance, session data, Wallet activity, tariff disclosure and notice delivery are admissible as evidence of the matters recorded, and each party waives any objection to their authenticity or reliability based solely on their electronic form.

10.12 Interpretation of Conflict with Regulatory Programs

Where any provision of this Agreement is inconsistent with a mandatory requirement of a Regulatory Program, the requirement of the Regulatory Program prevails to the extent of the inconsistency, provided that such inconsistency will not affect the validity of the assignment in Section 4.2 or Soneil's rights to the Environmental Attributes and Carbon Credits. Soneil may amend this Agreement unilaterally where necessary to conform to a Regulatory Program requirement, with notice to you in accordance with Section 9.10.

10.13 Statutory References and Currency of Law

Statutory, regulatory and program references in this Agreement, including those in Schedule E, are provided for identification and context. Each reference includes any amendment, replacement or successor instrument. Where a statutory provision is repealed, replaced or restructured, the reference is deemed to refer to the corresponding successor provision, and the parties will interpret this Agreement so as to preserve the intended allocation of rights, obligations and Environmental Attributes.

11. EXECUTED SIGN-OFF BLOCK FOR CORPORATE APPROVAL

AGREED AND ACCEPTED AS OF THE EFFECTIVE DATE FIRST WRITTEN ABOVE.

For and on behalf of Soneil International Limited

By executing below, each signatory confirms that they have read, understood and approved this End User License Agreement and Terms of Service, and are authorised to bind the corporation.

Reviewed and Approved as to Legal Form and Regulatory Compliance

Additional Approvals (as required by the Approval Matrix in Schedule F)

Corporate Seal (if applicable)

______________________________________________

Witness

SCHEDULE A - CUSTOMER REWARD SCHEDULE (ILLUSTRATIVE)

The following Schedule sets out the reward architecture of the Carbon Reward Program. All amounts are stated in Canadian dollars and are exclusive of taxes. Amounts, rates, phases, caps and thresholds are subject to Sections 5.7, 5.11 and 10.12 and may be amended in accordance with Section 9.10.

Notice of characterisation. The Deposit is a refundable balance-sheet liability of Soneil and is not a reinvestment of, subscription for, or payment for Carbon Credits, Environmental Attributes or any interest in the Carbon Reward Program. Cashback, Activation Awards and Milestone Payouts are direct EV-use operating incentives payable in respect of Verified Charging Energy and are the exclusive consideration for the assignment in Section 4.

SCHEDULE B - REGULATORY PROGRAM AND JURISDICTIONAL MAPPING

Customers should verify current program requirements and any jurisdictional registration status directly with Soneil's Compliance and Regulatory Affairs function. Program eligibility, credit conversion factors, CI values and reporting deadlines change frequently.

SCHEDULE C - TELEMATICS AND DATA ELEMENT INVENTORY

SCHEDULE D - ACCEPTABLE USE AND PROHIBITED CONDUCT

• No tampering with, or unauthorised modification of, any Charger, meter, current transformer, gateway, connector, cable, firmware or communication link.
• No connection of unauthorised loads, vehicles not lawfully in your control, or unauthorised power-export, vehicle-to-grid or vehicle-to-load configurations without Soneil's written approval.
• No resale of electricity, no operation of a competing charging service, and no commercial use of a residential-enrolled FSE without Soneil's written approval.
• No duplicate enrolment of the same FSE, meter, premises, session or electricity in another carbon, clean fuel, renewable energy or offset program.
• No falsification, fabrication or manipulation of session data, meter readings, attestations, identity information, ownership records or invoices.
• No circumvention of security controls, access controls, paywalls, session limits, tariff logic or geographic restrictions.
• No use of the Soneil Spark Ecosystem to harass, threaten or unlawfully discriminate against any person, or to interfere with another customer's use of a charging site.
• No breach of site rules, parking rules, accessibility requirements, fire-safety requirements or Station Host instructions.
• No use of the App or CMS to transmit malware, conduct unauthorised penetration testing, scrape data, or interfere with the integrity, availability or performance of the platform.
• No removal or defacement of Soneil branding, safety signage, calibration markings, serial numbers or regulatory labels.

Breach of this Schedule constitutes a material breach of the Agreement and may result in suspension, termination, forfeiture under Section 5.8, equipment recovery and legal proceedings.

SCHEDULE E - STATUTORY REFERENCE INDEX (INDICATIVE)

SCHEDULE F - DOCUMENT CONTROL, APPROVAL MATRIX AND REVISION HISTORY

Approval Matrix

END OF DOCUMENT

This Agreement is provided for the Soneil Spark mobile application and integrated charging ecosystem. It does not constitute legal advice to any reader. Soneil International Limited reserves all rights not expressly granted herein. Registered office and notice details are available upon request and are published in the App.