1. Contract Terms. These Terms and Conditions of Sale (“Terms“) govern the purchase of electric vehicle charging stations (“Charging Stations“) and associated products and services (together with Charging Stations, “Products“) by the person or entity that has agreed to buy such products and services (“Customer“) from Nuvve Holding Corporation (“Nuvve“). By ordering Products from Nuvve, Customer accepts and is bound by these Terms. To order Products, Customer shall issue a binding, written purchase order (“Purchase Order“) specifying the number and model of Products desired to be purchased, requested delivery schedule, and that Customer’s purchase of Products is subject to the terms and conditions of these Terms. Unless otherwise agreed to in writing by the parties, any additional terms and conditions in the Purchase Order conflicting with, varying or adding to the terms and conditions of these Terms are invalid, non-binding and of no force and effect. Purchase Orders are non-cancelable and Products are non-returnable and non refundable. Any Purchase Orders which are in whole or in part cancelled with Nuvve’s prior written consent (in its sole discretion) will be subject to a restocking fee of no less than twenty percent (20%) of the selling price of the cancelled Products. These Terms, any Nuvve written quotation or proposal referencing these Terms (each, a “Proposal“), other Nuvve documentation referenced in these Terms, and the Purchase Order, together comprise the entire contract between Customer and Nuvve (“Agreement“) and supersede all other representations and understandings between the parties, whether written or oral, with respect to the subject matter of these Terms. This Agreement is created when Nuvve accepts Customer’s order, either by sending a written confirmation, shipping the ordered Product(s) or performing the ordered service(s). In the event of a conflict among documents, the descending order of precedence shall be: (a) an agreement signed by both parties, (b) a Proposal, (c) these Terms, and (d) a Purchase Order, excluding any additional terms as noted above.

2. Delivery. Unless otherwise agreed to by the Parties in writing, all shipping (including drop shipments from external suppliers) is FCA shipping point (Incoterms 2020). Product pricing includes the costs of standard domestic packing only. Customer is responsible for arranging the shipment of Products to its locations and of all costs of shipping, transportation, insurance, warehousing, and other charges and costs (including fuel charges and surcharges) associated with shipment of Products. Delivery of Products shall be completed upon delivery of the Products to Customer’s shipping carrier at the Nuvve’s point of shipment. Unless otherwise agreed to by the Parties in writing, title and risk of loss and damage to Products shall pass to Customer upon the earlier to occur of (A) delivery of such Products to the shipping carrier; or (B) the Bill & Hold Effective Date (defined below) for such Products. At Customer’s request, Nuvve may obtain pricing quotes for shipments via third-party carriers (e.g., FedEx, UPS, etc.) on Customer’s behalf. Customer may use its own carrier billing account in such cases. The selected carrier shall be deemed a service provider to Customer and Nuvve shall be held harmless against any claims relating to such carrier’s services. Nuvve will use commercially reasonable efforts to make Products available for carrier pickup by the scheduled delivery date, subject to the receipt of all necessary information requested from the Customer. However, delivery dates are approximate and any reasonable delay in delivery will not affect the validity of the Purchase Order. In no event shall Nuvve be liable for any costs, losses or damages related to delay in delivery or shipment. All claims for Products not conforming to the Purchase Order must be made in writing to Nuvve within fifteen (15) calendar days from delivery at Nuvve’s shipping point. Any claims not made within such period are waived and released. Nuvve may make substitutions and modifications to Products provided that such substitutions or modifications do not materially affect the overall form, fit, function or safety specifications of any Products to be delivered by Nuvve pursuant to an accepted Purchase Order. If fulfillment of a Purchase Order requires delivery of goods in separate lots, shipments, or milestones to be separately accepted by Customer, Customer may only refuse such portion of a lot, shipment or milestone that fails to comply with these Terms. Customer may not refuse to receive any lot or portion for failure of any other lot or portion. Customer shall pay for each lot in accordance with the applicable Purchase Order. Products that are not collected by Customer’s shipping carrier within thirty (30) days following the Purchase Order delivery date (or, in the case of delayed delivery by Nuvve, the date Nuvve notifies Customer by e-mail that such Products are available for carrier pickup) (as applicable, the “Bill & Hold Effective Date“) shall thereafter transition to a bill and hold arrangement (“Bill & Hold Arrangement“) whereby (i) the risks of ownership, including title, have passed to the customer (ii) the Products prepared and ready for shipment pursuant to the Purchase Order (“Stored Products“) are reserved specifically for Customer and segregated from other goods, (iii) the Stored Products are held by Nuvve at Customer’s sole risk and expense, (iv) Nuvve is entitled to invoice for the Stored Products, (v) Customer is deemed to have accepted the Stored Products, (vi) Nuvve does not have the ability to use the product or to direct it to another customer because title has transferred to Customer, and (vii) Customer will incur storage charges billed to Customer at Nuvve’s then-current storage rate, which is available upon request from Nuvve by e-mailing support@nuvve.com. Customer’s failure to retrieve Products by the applicable Bill & Hold Effective Date shall constitute its request for and acceptance of a Bill & Hold Arrangement.

3. Invoicing and Payment.

3.1. Invoicing and Payment. Nuvve shall issue an invoice to Customer on or after the date the Products are tendered for delivery at Nuvve’s shipping point. All invoices shall be paid within thirty (30) days of issuance, except that non-credit orders, or orders in excess of Customer’s available credit line, must be prepaid in full. All sales are final, and Customer shall have no right of return unless expressly permitted in the Warranty. Payments are non-refundable and Customer may not deduct, withhold or offset any amounts payable to Nuvve.

3.2. Taxes, Fees, and Duties. All amounts payable by Customer are net of (and no payments to Nuvve will be reduced by): (i) duties; (ii) sales, use, excise, value-added, withholding, or similar tax of any kind; and (iii) any and all other fees and charges of any nature (collectively, “Taxes”) imposed by the United States or any foreign, state or local governmental entity or instrumentality thereof on the purchase, shipment, use or sale of products or services, for which Customer shall be solely responsible. Where applicable, Nuvve may, but shall have no obligation to, bill Customer for Taxes and include them as a separate line item on the invoice sent to the Customer. Nuvve’s failure to include Taxes as a line item on Customer invoices shall not relieve Customer from the obligation to pay Taxes. If Customer claims a tax or other exemption or direct payment permit, it shall provide Nuvve with a valid exemption certificate or permit and indemnify, defend and hold Nuvve harmless from any taxes, costs and penalties arising out of same.

3.3. Currency. All amounts due shall be paid in the currency set forth in the Proposal. Customer agrees to take all necessary actions required, including registration of these Terms and application for permission to make payments to Nuvve hereunder, with the appropriate government authorities in the Customer’s jurisdiction, or such other institution or official, and to take such other measures as may be necessary to comply with any government currency controls in effect in Customer’s jurisdiction, as soon as reasonably practicable after execution of these Terms. Customer shall remit payment to Nuvve, at Customer’s option, (i) via wire transfer in immediately available funds, (ii) ACH bank transfer to an account designated by Nuvve in writing, or (iii) by valid check, made out to Nuvve Holding Corporation, and remitted to the address set forth on the invoice.

3.4. Credit Approval. All orders which are not paid in advance are subject to credit approval by Nuvve. Nuvve may, in its discretion and without notice, change the terms of payment, change the amount of credit, or withdraw credit entirely. Nuvve may, in its discretion and without limiting its other rights and remedies: (i) withhold manufacture, performance or shipment of products; (ii) require immediate cash payments for past and future shipments or performance; and/or (iii) require other security satisfactory to Nuvve before further manufacture, performance or shipment. If shipment has been made, Nuvve may recover the goods from the carrier pending receipt of such assurances.

3.5. Remedies. Upon Customer’s default of payment, Nuvve may, in addition to any other rights or remedies it may have at law, under these Terms, or otherwise, (i) assess interest at the rate of 1.5% per month on the overdue amount or, if less, the highest rate allowed under applicable law, (ii) suspend deliveries, (iii) terminate outstanding purchase orders, (iv) declare the entire balance of Customer’s account immediately due and payable, and/or (iv) foreclose any security interest in the goods delivered. If any unpaid balance is referred for collection, Customer will pay Nuvve’s costs and expenses (including attorneys’ fees) incurred in collection efforts.

4. Hardware Installation and Use. Customer shall use Nuvve products and services in accordance with accompanying documentation and all applicable laws. Customer is not an authorized reseller of any Products, and Nuvve shall have no liability for any sale or resale of Products by Customer.

4.1. Installation by Customer. Unless agreed to in writing by the parties, Customer shall be responsible for the installation and provisioning of Products at its own cost and expense.

4.2. Third-Party Installer Referrals and Support. At Customer’s request and subject to availability, Nuvve may provide the names and contact information for one or more independent, third-party installers of Products (“Installers“) for Customer to contact directly. If and to the extent explicitly included in a Proposal and Purchase Order, and subject to a separate consulting or facilitation fee (as indicated in the Proposal), Nuvve may provide advisory, coordination and consulting services (“Consulting Services“) to assist Customer in (i) requesting and reviewing bids or proposals from Installers to install Products and related infrastructure and/or (ii) acquiring grant and funding opportunities. Consulting Services may include installation assessment, milestone and key metric criteria, budgetary and timeline requirements, project plans, grant writing and application assistance, project management or similar services. Provision of Consulting Services requires Customer to enter into Nuvve’s standard Consulting Services Agreement prior to such services being provided, and Nuvve’s sole liability and Customer’s sole remedy for failing to execute such agreement shall be the cancellation and removal of the Consulting Services from the Purchase Order and corresponding invoice. For clarity, Nuvve’s Consulting Services do not include Nuvve subcontracting work to any Installer and Nuvve does not provide installation services directly or through its contractors. Customer remains responsible for directly procuring the services of any Installer selected by Customer in its sole discretion, including by reviewing, negotiating and entering into appropriate agreements directly with such Installer(s). Installers are neither agents nor affiliates of Nuvve, and Customer’s use of Installers is at its own discretion and risk. Nuvve makes no endorsement, representation nor warranty of any kind, nor does Nuvve undertake any liability with respect to any services performed by any third party, including Installers, whether or not such services were facilitated or coordinated by Nuvve. No Consulting Services shall include or comprise legal, accounting or tax advice.

4.3. Installation by Nuvve or its Subcontractors Pursuant to Separate Written Agreement. If explicitly included in a Proposal or term sheet, Nuvve may in limited circumstances provide installation, EPC or other infrastructure services to certain customers via subcontractors as part of larger infrastructure programs and projects. Any such installation, EPC or other infrastructure services shall be provided contingent upon and subject to the applicable customer entering into a separate written agreement for such services in a form provided by or otherwise approved and executed by Nuvve. If Customer declines to enter into such separate written agreement, Nuvve may cancel or terminate the corresponding installation, EPC or infrastructure services portion of the Proposal or term sheet without liability to Customer.

5. Hardware Warranties and Disclaimers. Each Product manufactured by Nuvve (e.g., Powerport Charging Stations) is covered by Nuvve’s standard written limited warranty available at https://nuvve.com/wp-content/uploads/2023/09/nv-powerport-commercial-warranty-sept-2023-v1-preview.pdf, and each Product manufactured by a third party and sold by Nuvve (each, an “OEM Product“) is covered by the manufacturer’s applicable written limited warranty (in each case, the applicable Product’s “Warranty“). The applicable Warranty may be attached to or included with the Proposal and is otherwise available on request from Nuvve. It is Customer’s responsibility to obtain, review and understand the Warranties applicable to each Product included in a Proposal prior to issuing a Purchase Order. All warranties with respect to Products are set forth in the applicable Warranty(ies) and are incorporated by reference into these Terms as if fully set forth herein. Each Warranty extends to only the original purchaser of the Product and is not transferable. Nuvve will use commercially reasonable efforts to pass Warranties for OEM Products through to Customer. For the avoidance of doubt, Nuvve does not manufacture or modify OEM Products and disclaims all liability for defects in OEM Products, which are the applicable manufacturer’s responsibility under such OEM Product’s Warranty. The remedies identified in this Section 5 and in the applicable Warranty are Customer’s sole and exclusive remedies, and Nuvve’s only liabilities (to the extent it is the Product manufacturer), under the Warranty. If Nuvve (or the applicable OEM Product manufacturer) determines that Products for which Customer requests warranty services are not covered by the applicable Warranty, Customer will pay all costs of investigating and responding to such request at the manufacturer’s then prevailing time and materials rates. Customer acknowledges and agrees that in order to obtain repair and/or other maintenance services for the Products for which the Warranty does not apply, Customer must purchase such repair and/or other maintenance services from the Product manufacturer (or its authorized service providers, if applicable) in order to avoid voiding the remainder of the Warranty. EXCEPT FOR THE EXPRESS PRODUCT WARRANTY SET FORTH HEREIN, NUVVE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO PRODUCTS, SOFTWARE, THE NUVVE PLATFORM, INFORMATION AND SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR RELATING TO CUSTOM, USAGE OR TRADE. NUVVE DOES NOT WARRANT THAT PRODUCTS, SOFTWARE, THE NUVVE PLATFORM OR SERVICES ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT, OR THAT SOFTWARE CAN OR WILL BE CORRECTED. Customer acknowledges that Nuvve products and services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, military or weapons systems, life-support machines, or any other application in which the failure of the product or service could lead directly to death, personal injury, or severe physical or property damage.

6. Software Platform Use; Data and Intellectual Property.

6.1. Nuvve Platform. Charging Stations are designed to work with Nuvve’s proprietary cloud-based platform that, among other things, allows for monitoring of Charging Stations and performance of Charging Station data analytics (“Nuvve Platform“). If the Proposal includes a subscription to the Nuvve Platform (including as a part of any bundle or package), then, subject to the terms of this Agreement, Customer may, through its authorized users, access and use the Nuvve Platform for the subscription term identified in the Proposal (“Subscription Term“) for its internal business purposes only. Customer acknowledges that nothing herein obligates Nuvve to deliver or otherwise make available any copies of software from the Nuvve Platform, whether in object code or source code form. Customer shall use the Nuvve Platform in accordance with all applicable laws, rules, and regulations. Any software or firmware incorporated into or provided for use in or with the Product (whether initially, as part of maintenance or support, or otherwise) (“Software“) is not sold but is nonexclusively licensed solely for Customer’s internal use in or with that Product strictly in accordance with the documentation and any other use restrictions applicable for that Product. Use of the Nuvve Platform and Software is governed by Nuvve’s End User License Agreement (“EULA“) set forth at https://nuvve.com/terms-of-use/.

6.2. SaaS Pricing; Scope of Services. Access to the Nuvve Platform is licensed on a subscription basis subject to terms, conditions and pricing that may be updated from time to time. Customer understands and acknowledges that any software subscription or license to the Nuvve Platform included in a Proposal or Purchase Order does not necessarily extend to (i) future improvements upon, added features to, or expansions of, the Nuvve Platform; or (ii) vehicle-to-grid (“V2G”) services or other monetization functionalities (which may be market-specific) ((i) and (ii) collectively being referred to as “AdvancedFunctions“). Such AdvancedFunctions may be subject to separately negotiated revenue sharing arrangements and/or additional charges or upgrades quoted prior to implementation or activation of the same. You acknowledge that V2G functionality is not guaranteed since it is highly dependent upon the Charging Station specifications, the vehicle manufacturer’s technology capabilities, the local electric distribution utility’s cooperation and interconnection requirements and other factors. Nuvve’s provision of V2G capabilities and revenue-generating grid services is subject to additional requirements and preconditions such as the existence of interconnection agreements, the availability of local V2G programs, hardware compatibility with Nuvve’s Platform and other circumstances which may be outside of Nuvve’s control. All V2G functionality must be through the Nuvve Platform and is not available for third party control. V2G functionality via the Nuvve Platform may be unavailable with bidirectional charging stations not purchased directly from Nuvve, as such charging stations may lack software integration with the Nuvve Platform.

6.3. Charging or Monetization as a Service. Any arrangement between Customer and Nuvve involving revenue or profit sharing, assignment of revenues or profits generated by Customer’s assets or under Customer’s utility services account, collection or management of low carbon fuel standard (LCFS) or similar credits on Customer’s behalf, Customer commitments relating to vehicle connectivity and availability for discharge to the grid, or expenses being incurred by Nuvve on Customer’s behalf must be set forth in one or more separate written agreements executed by both parties and are not addressed by these Terms.

6.4. Customer Responsibilities. Customer is responsible for its users’ compliance with this Agreement and any breach of this Agreement by such individuals shall be deemed to be a breach by Customer. Customer shall ensure the security of all account IDs, passwords, and connectivity with the Nuvve Platform and Software. If any administrative account ID or password is stolen or otherwise compromised, Customer shall immediately change the password and inform Nuvve in writing of the compromise.

6.5. Restrictions on Use. Customer shall not: (i) copy, frame or mirror any part or content of any Product, (ii) disassemble, decompile or reverse engineer any Product, (iii) create derivative works based on the Products, or (iv) access the Products for any improper purpose whatsoever, including, without limitation, in order to create a competitive product or service.

6.6. Ownership. Subject to the Customer licenses contained in the EULA, Nuvve shall retain all right, title and interest in and to (i) the Nuvve Platform, the Software, related documentation, and all improvements, modifications and/or enhancements thereto, and all inventions or discoveries embodied within or covered by the Nuvve Platform and Software; (ii) all data generated by the Nuvve Platform or transmitted to the Nuvve Platform by any Charging Stations connected and operated by Nuvve Platform; (iii) all proprietary education or training content provided by Nuvve; (iv) materials related to Nuvve’s processes and methodologies; and (v) trade secrets covering Products. All of the foregoing constitute Nuvve’s confidential information, and Customer may not disclose such confidential information to any third parties and may not use such confidential information for its own benefit or for any purpose other than to use Nuvve products and services. As between the parties, Nuvve also exclusively owns all intellectual property rights relating to, covering, claiming, included and/or embodied in, its products and services. Except as expressly set forth in Section 6.1, no right, license, title or interest is granted by Nuvve to Customer to any technology owned or controlled by Nuvve, or in or to any intellectual property rights relating to such technology (including withoutlimitation patentrights), whether by implication, estoppel or otherwise, and Nuvve reserves all rights not expressly granted herein. Products acquired for use within or for any United States federal agency are provided with “LIMITED RIGHTS” and “RESTRICTED RIGHTS” as defined in DFARS 252.227-7013 and FAR 52.227-19.

7. Indemnity.

7.1. By Nuvve. Nuvve will defend and indemnify Customer against infringement damages awarded to a third party in any legal action brought by such third party against Customer to the extent that the action alleges that Nuvve’s manufacture and sale of a product sold to Customer, or that the Nuvve Platform or Software, infringes any United States patent, registered copyright or trademark of such third party. This indemnity does not apply to claims based on (i) Customer’s failure to comply with this Agreement, (ii) Customer’s failure to acquire any applicable rights from third parties, (iii) modifications made by Customer or any third party; or (vi) products originating from third parties that are not authorized Nuvve dealers. As a condition to the foregoing indemnification obligations Customer must (a) notify Nuvve in writing, as soon as Customer become aware of any indemnifiable claim; (b) not admit any liability or take any other action in connection with the claim that could affect the defense; (c) allow Nuvve to control the defense or settlement of the claim; and (iv) provide reasonable information, cooperation and assistance. If Nuvve believes that its product or service (including software) may be subject to allegations of infringement or misappropriation, then Nuvve may replace such product or service with a substitute product, at its own cost and expense, in which case Customer will return the original product in accordance with our instructions. THE PROVISIONS OF THIS SECTION 7.1 ARE NUVVE’S ONLY LIABILITY TO CUSTOMER, AND CUSTOMER’S ONLY REMEDY, FOR ANY INFRINGEMENT OR MISAPPROPRIATION OR CLAIMED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY PRODUCT, SERVICE OR SOFTWARE.

7.2. By Customer. Customer will indemnify, defend with competent and experienced counsel acceptable to Nuvve, and hold Nuvve and its subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders, agents and employees, harmless from and against any and all damages, liabilities, causes of action, suits, claims, demands, losses, fines, penalties, costs and expenses (including without limitation reasonable attorneys’ fees) suffered or incurred by any of the foregoing entities or individuals arising from or in connection with (a) Customer’s negligence, misconduct, violation of applicable laws, breach of this Agreement, or noncompliance with Nuvve product documentation; and (b) modifications made by Customer to Nuvve products or services.


9. General. Nuvve shall not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of but not limited to, strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, governmental action, labor conditions, earthquakes, acts of the enemy, power outages, hurricanes, epidemics, quarantine restrictions, government orders or guidances; or any other cause which is beyond the reasonable control of Nuvve. Customer acknowledges that each Product and any related technology, including technical information supplied to Customer by Nuvve, including those contained in Product documents (collectively “Items”), are subject to U.S. government export controls. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Customer must comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. A party’s failure to exercise any rights under the Agreement is not a waiver of its rights to damages for the other party’s breach and is not a waiver of any subsequent breach. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions. These Terms may not be modified except by a writing signed by an authorized representative of each party. Customer may not assign, transfer, or sublicense any obligation or benefit under this Agreement to any third party, and any attempt to do so shall be void. Nuvve may assign this Agreement in whole or in part. Any notice, demand or other formal or legal communication hereunder shall be given in writing by email with confirmation of receipt, certified or registered mail, return receipt requested, or by commercial courier, in each case delivered to the address for each party set forth in the Proposal to their respective signatures, or at such other address as may be given from time to time by either of the parties by notice.

10. Governing Law; Venue. This Agreement shall be governed in all respects by the laws of the State of California, exclusive of conflicts of law principles. Without limiting either party’s right to seek injunctive or other equitable relief in court, any dispute between the parties related to this Agreement will be resolved by binding arbitration with a single arbitrator in the English language in San Diego, California, United States under the rules of the Judicial Arbitration Services, Inc. (“JAMS“) then in effect; the decision of the arbitrator will be enforceable in any court having jurisdiction. If any action at law or in equity is brought to enforce this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees, costs and expenses in addition to any other relief to which the prevailing party is otherwise entitled.