Capitalized terms used but not defined in this Purchase Order are defined in the Terms. If any provision in this Purchase Order conflicts with any provision in the Terms, the provision in this Purchase Order controls.
Fuze agrees to sell Buyer portable-battery stations (“Stations”) for installation at the locations specified below (“Venue(s)”), for the purpose of enabling Venue patrons (“End Users”) to rent portable batteries (“Chargers”) to charge their mobile devices (“Rentals”). Fuze will provision the Stations’ access to all software, applications and non-hardware integrations necessary for the operation and use of the Stations at the Venue(s) (collectively, “Software”).
B. Purchase; Stations; Pricing
Within thirty (30) days of the Effective Date, Fuze will deliver Stations and Chargers in the models and quantities identified in Buyer’s Shopify order to the Venue(s) identified in Buyer’s Shopify order. The parties may later mutually agree to provide for the purchase of additional Stations at the same or different Venues by executing a supplemental Purchase Order under this Agreement.
Except as otherwise specified herein, Rental pricing for End Users will be determined by Fuze in its sole discretion, in general accordance with Fuze’s prevailing market rates for similarly situated stations.
C. Placement; Connectivity; Relocation; Replenishment
Placement. Buyer must place Stations in a visible, accessible and unobstructed locations, indoors or non-public outdoor areas sheltered from weather. Stations should be near a power outlet. To prevent injury to people and damage to the hardware, power cords must not be exposed. Buyer is responsible for the cleanliness of Stations.
Connectivity. Each Station includes a dedicated 4G antenna provided by Fuze to serve as an Internet connection. Upon Fuze’s request, Buyer agrees to assist Fuze in connecting the Stations to a secure Buyer Wi-Fi network, and to use commercially reasonable efforts to maintain such Wi-Fi connection throughout the Term.
Relocation. On rare occasions (no more than once a year), Buyer will work with Fuze to relocate Station(s) within a Venue for optimization purposes.
D. Revenue Share.
During the Term, Fuze will pay Buyer 70% of all Fees (“Revenue Share”) in arrears within 30 days not later than January 30, April 30, July 30 and October 30 of each year). Buyer acknowledges and agrees that Fuze is solely responsible for setting End User pricing, and may offer discounted or promotional pricing to End Users at any time in its sole discretion.
“Fees” means revenue actually received by Fuze in respect of Rentals at Venue(s), net of Fuze’s transaction costs and network connectivity costs and, for the avoidance of doubt, excluding any applicable taxes or lost/stolen Charger fees paid by End Users.
E. Term and Termination.
This Agreement commences the Effective Date and continues until terminated under this Paragraph E (“Term”).
At all times Fuze personnel operate on Buyer’s property, Fuze will maintain the following insurance policies and limits with carriers rated A- or better by A.M. Best; provided, however, that solely with respect to cybersecurity liability and umbrella liability, Fuze will maintain complaint policies throughout the Term.
|Insurance Coverage||Per-Occurrence Limit||Aggregate Annual Limit|
|Workers’ Compensation including Employer’s Liability||not less than statutory limits in Venue(s)’s jurisdiction|
|Commercial General Liability||$1,000,000||$2,000,000|
|Umbrella Liability covering all other insurance policies||$2,000,000|
Such insurance will contain a waiver of subrogation clause (except for workers’ compensation policies) whereby the insurer waives all rights of subrogation it may have under such policies as related to Buyer. Any liability insurance policies will be primary and noncontributory over any insurance policy or self-insurance coverage maintained or carried by Buyer.
This Agreement obligates Fuze to provide Buyer coverage for losses insured by Fuze’s Commercial General Liability policy. Such policy includes, and at all times during the Term will contain, an additional-insured endorsement with the effect of rendering Buyer an additional insured under the policy during the Term, effective automatically upon the execution of this Agreement. Fuze’s umbrella coverage extends to any additional insured under the Commercial General Liability.