Green Joulez

Partners in EV Charging for Multifamily Residences

Additional Terms & Conditions

Effective as of November 22, 2024

IMPORTANT
THIS IS A LEGAL AGREEMENT BETWEEN EACH END USER (“YOU” or “USER” or “YOUR” OR “OWNER”) AND GREEN JOULEZ, LLC, “GREEN JOULEZ”). YOU SHOULD READ CAREFULLY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.

These Additional Terms and Conditions govern Your use of EVSE Charging Stations and the licensed entry by Green Joulez to the EV Charging Sites, and is entered into in connection with a Charging Station Sale and License Agreement between you and Green Joulez (as the same may be amended or restated, the “Agreement”).  Capitalized terms utilized herein but not defined shall have the respective meaning set forth in the Agreement.

  1. Due Diligence Period: Green Joulez shall have the option to terminate the Agreement within one hundred eighty (180) days following the Effective Date in the event that: (a) Green Joulez is unable to obtain all permits, approvals, grants or incentives implied in the Scope of Work section in the Agreement  (collectively, “Approvals”); (b) Green Joulez, in its reasonable business judgment, would incur substantial costs to bring utility services to the Premises or incur other unanticipated costs to install the EV Charging Sites and Owner is unwilling to reimburse Green Joulez for such amounts; or (c) the environmental reports, if any, obtained by Green Joulez or delivered to Green Joulez from Owner, if any, reveal environmental contamination at the Premises, provided that Green Joulez shall not make public any such reports without the consent of the Owner. In the event that Green Joulez terminates the Agreement pursuant to this Section, it shall deliver written notice of termination to Owner and the Agreement shall be of no further force or effect, except for the terms and conditions intended to survive hereunder.  Owner shall provide Green Joulez reasonable access to the Premises in connection with the Scope of Work as described in the Agreement.  Green Joulez may also contract specifically with a third-party contractor with respect to any construction activities hereunder. 
  2. License and Construction Work.
    1. Owner hereby licenses Green Joulez entry to the Premises in order to build and operate EVSE Charging Stations subject to the terms of this Agreement.
    2. Green Joulez and/or its agent, or, as determined by Green Joulez and the Owner, a contractor(s) hired by Owner, shall make alterations to the Premises and construct the EVSE Charging Stations in a good and workmanlike manner and in accordance with all applicable laws and the Agreement (“Construction Work”).  If Green Joulez has hired a contractor to perform such work, it shall instruct its contractors not to interfere with the other tenants’ and/or occupants’ use of the Premises outside of the Premises and those areas of the Premises that are reasonably required by Green Joulez for the performance of the Construction Work, as shown in the Scope of Work section in the Agreement.   Green Joulez shall promptly repair any damage to the Premises caused by Green Joulez, its agents, contractors and employees while performing Construction Work. 
  3. License to Access EV Charging Owner grants Green Joulez and/or its agents a license:
    1. to access, occupy and use the EV Charging Sites identified in the “Scope of Work” in the Agreement and to perform its obligations as set forth in the Agreement;
    2. to install, operate, use and maintain EVSE Charging Stations, along with any related equipment and appurtenances (the “Related Equipment”);
    3. to install, operate, use and maintain the EV Charging Sites and operate EVSE Charging Stations; and
    4. to provide for the use by others of the EV Charging Sites and EVSE Charging Stations as provided in this Agreement. 
  4. Utilities; Installation. Green Joulez and its contractors may perform those activities reasonably necessary to install, provision, use and maintain the EVSE Charging Stations at the EV Charging Sites for the term set forth herein. Green Joulez agrees to arrange and pay the charges outlined in the Scope of Work for all Green Joulez related utility services for the installation at the Premises.  Green Joulez will coordinate with Owner and the appropriate provider for utility tie-ins and electrical power sources that may be necessary. No Party shall be responsible for any damages suffered by the other Party in connection with the quality, quantity or interruption of utility service, unless the cause of the disruption or damage results from a Party’s gross negligence or intentional misconduct.
  5. Other Rights and Obligation of Green Joulez.
    1. Permits and Approvals. Green Joulez will obtain any required Approvals for the installation and operation of the EVSE Charging Stations; provided, however, that to the extent an approval, license or right of access to any property owned or controlled by Owner is necessary to install, provision, operate, use or maintain the EVSE Charging Stations at the EV Charging Sites, Owner hereby grants such an approval, license or right of access. 
    2. Markings. If required, Green Joulez shall install, paint and the EV Charging Sites in accordance with the Agreement and may install signs adjacent to or near the EV Charging Sites stating that those parking spaces are only for charging electric vehicles, such signs being subject to Owner’s reasonable prior approval and in accordance with applicable law.
    3. Functionality; Customer Usage.  The EV Charging Stations will be accessible to Customers by accessing the Green Joulez website, which shall provide sufficient charging plan options and instructions and a detailed registration process for Customers. The EV Charging Stations will be accessible from an RFID card (Radio Frequency ID card) or such other technologies that Green Joulez, in its sole and absolute discretion, shall provide (including but not limited to QR codes, mobile Apps).  If requested, Green Joulez shall provide, no more frequently than every 90 days, a list of registered users at the Premises.  If Owner seeks to restrict usage of the EVSE Charging Station at its Premises, Owner will email Green Joulez any Customers not permitted to utilize the EVSE Charging Station at the Premises.
    4. Use and Availability of EVSE Charging Stations. Following installation of EVSE Charging Stations at the EV Charging Sites, Green Joulez will use reasonable efforts to ensure that those EVSE Charging Stations are capable of delivering electricity to compatible electric vehicles and that Customer can access its network to purchase electricity. Green Joulez has the sole discretion to control EVSE Charging Station amperage and charging session length.
    5. EVSE Charging Station Inspection, Maintenance and Monitoring.
      1. Following installation of EVSE Charging Stations at the EV Charging Sites, Owner will inspect those EVSE Charging Stations and, other than issues relating to Customer access, reasonably maintain those EVSE Charging Stations in good operating condition.  Green Joulez shall not have any liability for damage to or loss of any EVSE Charging Stations at the EV Charging Sites except to the extent such damage is caused by the negligence or willful misconduct of Green Joulez or its affiliates, employees or agents. Owner shall be responsible for repaving, restriping, snow removal and garbage collection at the EV Charging Sites. Owner agrees to coordinate such maintenance with Green Joulez pursuant to subparagraph (e)(ii) below. Green Joulez will provide Owner with a contact for maintenance and service issues relating to Customer access to the EVSE Charging Stations. Owner will provide Green Joulez with a contact for maintenance and remote access. Green Joulez may, at its sole cost, monitor the use, condition and security of EVSE Charging Stations and EV Charging Sites via electronic, video and other means. Green Joulez’s installation of any monitoring equipment which is external to the EVSE Charging Stations shall be subject to approval by Owner not to be unreasonably withheld, delayed or conditioned, prior to such installation.  Owner shall provide to Green Joulez reasonable access to any of the EVSE Charging Stations so that it may service and repair such EV Charging Sites to maintain Customer access; it being understood however, that primary maintenance and any expenses related to thereto shall be the responsibility of the Owner.
      2. Green Joulez agrees that Owner shall have the right to access and/or temporarily restrict access to the EV Charging Sites to perform routine parking lot maintenance; provided, however, that Owner shall use commercially reasonable efforts to minimize any impairment of the EV Charging Sites, and, except in the case of an emergency, shall provide Green Joulez at least five (5) days advance written notice stating the date, approximate time, estimated duration and scope of the planned impairment.
    6. Publicizing EVSE Charging Stations. Green Joulez may publicize the availability of EVSE Charging Stations through apps, websites and other means. Green Joulez may, upon prior notice to and consent of Owner, shoot video and photos at, and create other media depicting, the Premises for the purpose of promoting the EVSE Charging Stations and the EV Charging Sites, and may post “case studies” and the like on the Internet or otherwise.
    7. Third-party Incentives and Proceeds. The Parties agrees that Green Joulez shall own and receive the benefit of all Incentives, as defined below, derived from the construction, use or operation of the EVSE Charging Stations, including, without limitation, from electricity delivered through, stored at or generated by the EVSE Charging Stations.  Owner will reasonably cooperate with Green Joulez in obtaining all Incentives, provided that Owner is not obligated to incur any out-of-pocket costs in doing so unless reimbursed by Green Joulez. If any Incentives are paid directly to Owner, Owner agrees to immediately pay such amounts over to Green Joulez. “Incentives” means (a) electric vehicle charging or renewable energy credits or certificates, carbon credits and any similar environmental or pollution allowances, credits or reporting rights, (b) rebates or other payments based in whole or in part on the cost or size of equipment, (c) performance-based incentives paid as periodic payments, (d) tax credits, grants or benefits, and (e) any other attributes, commodities, revenue streams or payments, in each of (a) through (e) under any present or future law, standard or program and whether paid by a utility, private entity or any governmental, regulatory or administrative authority.
  6. Owner’s Other Rights and Obligations.
    1. Additional Permits and Approvals. Owner agrees to use reasonable efforts to obtain any consents or approvals necessary from any tenant or other interest holders in the Premises required for the installation, operation, use and maintenance of the EVSE Charging Stations. Such reasonable efforts shall not be deemed to require Owner to make any payments to any tenant or other interest holder, or grant any non-monetary consideration to such person or entity as a condition to obtain such consent. Owner will also reasonably cooperate with Green Joulez in facilitating and obtaining any additional third-party approvals and permits required for the installation, operation, use and maintenance of the EVSE Charging Stations.
    2. Maintenance of Premises. Owner agrees to maintain the Premises, including the parking areas and rights-of-way within, surrounding and serving the EV Charging Sites, in good condition and repair. Following installation of EVSE Charging Stations at the EV Charging Sites, Owner also agrees to use commercially reasonable efforts to ensure that a condition does not arise that will obstruct the ability of individuals to see EVSE Charging Stations from the Premises or any roadway or publicly accessible right of way nearby, adjacent to or surrounding the EV Charging Sites (an “Obstruction”). If Green Joulez notifies Owner in writing that an Obstruction exists, then Owner, to the maximum extent permitted by law, will use commercially reasonable efforts to remove or remedy the Obstruction within fifteen (15) days.
    3. Internet Service. If the area in and around the Premises has Internet access or Wi-Fi access that is paid for by Owner (as opposed to residents at the Premises), the Owner shall provide to Green Joulez secure wireless access for connection of the EVSE Charging Stations by Green Joulez to Owner’s internet service provider.  Owner is not responsible to configure the EVSE Charging Stations, but shall provide any reasonable assistance to Green Joulez in connection with the secure connection of the EVSE Charging Station to the Internet. 
    4. Service Interruptions. Owner agrees to provide Green Joulez with no less than thirty (30) days written notice before undertaking any significant activity that could reasonably be expected to impede the use or visibility of EVSE Charging Stations for more than two (2) days. Such activity may include, without limitation, renovations to the EV Charging Sites, the Premises, or rights-of-way or facilities surrounding EVSE Charging Stations; storage or movement of materials in conjunction with Owner construction or other activities; snow removal; or other activity. If any interruption continues longer than ten (10) days, Green Joulez will not have any obligation to make payments otherwise due for those EVSE Charging Stations for the period during which the use or visibility of those EVSE Charging Stations is impeded, provided that the period during which Green Joulez will not have any obligations to make such payments will not commence until Green Joulez notifies Owner of such interruption.
    5. Title to Sites and Equipment. Except as expressly provided in this Agreement, (i) Green Joulez has no other right, title or interest in or to the EV Charging Sites, all of which shall remain with Owner; and (ii) Green Joulez has no right, title or interest in, to or deriving from, any EVSE Charging Station, Related Equipment or the use of any EVSE Charging Station or Related Equipment, all of which shall remain with Owner.  Notwithstanding the foregoing, or the data associated with or derived from any of the foregoing, any and all of the data associated with or derived from any of the foregoing shall be owned by Green Joulez.
    6. Additional Payments. During the term of this Agreement, Owner acknowledges and agrees that it is not entitled to, and may not request or receive, any payment or other consideration from any person arising out of or related to the installation, provisioning, operation, use or maintenance of EVSE Charging Stations other than as provided herein.
    7. Access to Premises and Maintenance of EVSE Charging Equipment.  Upon reasonable notice, Owner agrees to permit Green Joulez and its employees, contractors and agents to gain access to the Premises to perform on-site maintenance to EVSE Charging Equipment.  Owner also agrees, with reasonable notice, to reset the EVSE Charging Equipment by turning off the power to the EVSE Charging Equipment and turning it back on so that Green Joulez does not need to gain access to the Premises to diagnosis any issues.  Owner will provide Green Joulez with a contact if it requires access to electrical panels and related items and will promptly provide any other items requested by Green Joulez in connection with this Agreement.
  7. Termination of Agreement.
    1. By Green Joulez.   Green Joulez has the right to terminate the Agreement on thirty (30) days written notice if:
      1. One or more EVSE Charging Stations are substantially damaged or destroyed;
      2. The EV Charging Sites or the area surrounding or public space nearby the EV Charging Sites are modified or maintained in a manner such that the quality appeal of that location to third parties, such as users of EVSE Charging Stations, is significantly diminished;
      3. All applicable approvals, permits, and consents cannot be obtained within 180 days of the date hereof, or, applicable laws, regulations or local restrictions do not permit or unreasonably condition the installation, provisioning, use or operation of EVSE Charging Stations;
      4. Green Joulez is prevented from maintaining electrical power to the EV Charging Stations;
      5. Conditions at the Premises unduly hamper or render maintenance of EVSE Charging Stations unsafe in the reasonable judgment of Green Joulez;
      6. reserved;
      7. The condition in Section 21 is met; or
      8. Owner fails to comply with any other material provision of this Agreement and such failure is not cured within thirty (30) days following receipt of written notice from Green Joulez.
    2. By Owner. Owner has the right to terminate the Agreement on thirty (30) days written notice if:
      1. Following any subsequent order and purchase thereof by Owner, Green Joulez fails to replace any EVSE Charging Station that is substantially damaged or destroyed within the later of: (x) a two (2) months after the date the EVSE Charging Stations is damaged or destroyed; or (y) if the parking area encompassing the EV Charging Site is also damaged or destroyed, two (2) months after the date the Owner restores the parking area encompassing the EV Charging Site;
      2. Green Joulez does not make any material, undisputed payment when due, and does not cure that failure within fifteen (15) days of receiving written notice from Owner;
      3. If Owner determines in its reasonable discretion that all applicable Approvals and consents cannot be obtained within 180 days of the date hereof;
      4. Applicable laws, regulations or local restrictions no longer permit or unreasonably condition the installation, provisioning, use or operation of EVSE Charging Stations;
      5. Green Joulez fails to comply with any other material provision of this Agreement, and such failure is not cured within thirty (30) days following receipt of written notice from Owner; or
      6. Green Joulez fails to provide Customer the ability to access to its network to purchase electricity from the EV Charging Sites and: (a) such failure continues for a period of thirty (30) days following notice from the Owner; and b) such failure is not due in any way to any breach of the Owner’s obligations hereunder;
    3. Equipment Removal. Upon expiration or termination of this Agreement, Owner shall be solely responsible for the maintenance and/or removal of all EVSE Charging Stations and Related Equipment.  In such instance, Owner shall be solely responsible for the charges incurred in connection with removal and storage of the EVSE Charging Stations and Related Equipment.

      Termination of the Agreement shall not terminate the provisions of the Agreement of the Additional Terms and Conditions which are intended to survive such termination.
  8. Taxes. Green Joulez is responsible for paying those taxes attributable to its activities under this Agreement; provided that Green Joulez is not responsible for any taxes (i) otherwise allocable to the EV Charging Sites, (ii) allocable to the rest of the Premises or allocable to other interest-holders in the Premises; or (iii) imposed on Owner’s income or receipts.
  9. Insurance. Each Party is to procure and keep in force during the Agreement’s term, at the Party’s own cost and expense, Commercial General Liability Insurance in a single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and providing at a minimum bodily injury liability, property damage liability, personal liability and contractual liability coverage. Green Joulez’s commercial general liability insurance shall include as additional insureds, on a primary and non-contributing basis, Owner and all persons affiliated with Owner. Owner also is to carry insurance against fire, extended coverage, vandalism and malicious mischief, as may be included in a standard extended coverage endorsement from time to time, insuring its EVSE Charging Stations and Related Equipment. Prior to the installation of the EVSE Charging Stations, each Party shall furnish the other Party with certificates of insurance evidencing that such insurance is in effect or has been renewed, as the case may be.
  10. Indemnification. Each Party (the “Indemnifying Party”) is obligated to defend, indemnify and hold harmless the other Party, its affiliates, and its and their respective officers, directors, agents and employees (collectively, the “Indemnified Party”) from and against any and all liability, claims, damages, losses, suits, demands, judgments, costs and/or fees (including, without limitation, reasonable attorneys’ and experts’ fees) to the extent arising out of or relating to the negligence or misconduct of the Indemnifying Party, its officers, directors, agents or employees.
  11. Limitation of Liability. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) AND (COST REIMBURSEMENT) UNDER THE AGREEMENT AND A BREACH OF SECTION 13 (CONFIDENTIALITY), EACH PARTY SHALL NOT BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
  12. Warranty and Disclaimer.  Green Joulez will assign to Owner, to the extent assignable, any warranties of the manufacturer or vendor of the Charging Stations, provided that (i) Owner is not in default hereunder, (ii) any recoveries are used to repair or replace defective EV Charging Stations and (iii) any action by Owner shall be at its sole cost and expense. EXCEPT AS SPECIFICALLY SET FORTH IN THE PROPOSAL, GREEN JOULEZ NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, CONCERNING THE EV CHARGING STATIONS, THE RELATED EQUIPMENT, OR OTHER ITEMS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO ITS DESIGN, QUALITY, CAPABILITY, OR CONDITION OR AS TO ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  Except as set forth in this Agreement, Green Joulez shall have no obligation to inspect, install, test, adjust, maintain or otherwise repair or service the Charging Stations or Related Equipment nor shall it be liable for any defects, latent or patent, in any of such items. 
  13. Confidentiality.
    1. “Confidential Information” shall mean trade secrets and other non-public information of or concerning a Party, its affiliates or its or their business, suppliers, customers, products, or services, disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”). Information will not be considered to be Confidential Information to the extent that it (i) is already known to Receiving Party on a non-confidential basis when first obtained from Disclosing Party, (ii) is or becomes publicly known through no wrongful act of Receiving Party, (iii) is rightfully received by Receiving Party from a third party without restriction, or (iv) was independently developed by Receiving Party without use of any Confidential Information of Disclosing Party. Neither Party will use or disclose any Confidential Information of the other Party except as permitted by this Agreement. Confidential Information of Disclosing Party will be maintained by Receiving Party using reasonable security measures and, in any event, not less than the same security measures used by Receiving Party for the protection of its own Confidential Information.  For the avoidance of doubt, “Confidential Information” shall include the “profit sharing t” set forth in the Agreement.
    2. Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it will, if permissible under law, provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest or limit the disclosure.
    3. Remedies. If Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of Disclosing Party in breach of this Section, Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts without the need to post a bond, it being specifically acknowledged by each Party that other remedies would be inadequate.
  14. Notice Any notices are effective upon receipt, and may be delivered personally, by registered or certified mail, by overnight courier service, or by email with receipt acknowledged to a Party at their respective address as set forth in the Agreement.

    Either Party may change their notice contacts by written notice to the other party.
  15. Governing Law. This Agreement shall be governed by the laws of the state where the Premises are located. 
  16. Dispute Resolution; Venue; Waiver of Jury Trial. The Parties will attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation submitted to JAMS. If this effort does not fully resolve the matter, then the dispute is to be submitted to JAMS for final and binding arbitration. Any mediation or arbitration will be conducted in New York, New York. Any arbitration will be before a single arbitrator. The arbitration is to be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, unless the value of the claim is $500,000 or less, in which case pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude a Party from seeking provisional equitable relief pending mediation or arbitration from a court of appropriate jurisdiction.  OWNER AND GREEN JOULEZ EACH WAIVE, TO THE EXTENT PERMITTED BY LAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTTER OF THIS AGREEMENT. 
  17. Assignment. This Agreement is binding upon and inures to the benefit of Owner and Green Joulez and their respective successors-in-interest and assigns. Green Joulez may not assign this Agreement without the prior consent of Owner, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Green Joulez has the right to assign this Agreement without Owner’s prior consent upon ten (10) days notice to Owner following such assignment to any entity which controls, is controlled by, or is under common control with Green Joulez; to any entity which results from a merger of, reorganization of or consolidation with Green Joulez; or to any entity which acquires all or substantially all the assets of Green Joulez, in all instances provided that the surviving entity has a net worth equal to or greater than that of Green Joulez on the date of this Agreement and as of the effective date of the assignment.  In the event of a sale or transfer of all or a portion of Owner’s interest in the Premises or Premises while this Agreement is in effect, Green Joulez’s rights shall be conveyed with the Premises or Premises and Owner warrants that any transferee shall be bound by all terms and conditions of this Agreement, and shall obtain any reasonably necessary documents to confirm such assignment.
  18. Independent Contractor.  Green Joulez is an independent contractor and not an agent of Owner. Neither this Agreement nor the relationship of Owner and Green Joulez shall be deemed to be a joint venture, partnership, or any other association for any purpose or any contracts.
  19. Waiver. The waiver by a Party of any breach of any term, covenant or condition in this Agreement shall not be deemed to be a waiver of such term, covenant or condition for any subsequent breach thereof or any other term, covenant or condition in this Agreement.
  20. Partial Invalidity. If any provision of this Agreement or its application be deemed invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.
  21. Force Majeure. A Party will be excused, and not in breach of this Agreement, to the extent that performance of its obligations is prevented, restricted or delayed by revolutions, insurrections, riots, wars, acts of enemies, acts of terrorism, emergencies, police actions, protests, pandemics, strikes, floods, fires, earthquakes, acts of God, lock outs, labor disturbances, acts of governmental authorities, or by any other cause not within the reasonable control of the Party whose performance is interfered with, which such Party is unable to prevent despite the exercise of reasonable care. If any force majeure condition continues longer than thirty (30) days, either Owner or Green Joulez has the right to terminate this Agreement in whole or in part.
  22. Cost Reimbursement.  If this Agreement is terminated in whole or in part, Owner will pay Green Joulez an amount equal to any outstanding obligations owed by Green Joulez to any incentive, rebate or installation funding used for the construction of the EVSE Equipment at the Premises.
  23. Entire Agreement. The Agreement, which includes the Additional Terms and Conditions contains the entire agreement between Owner and Green Joulez with respect to its subject matter and supersedes any and all prior agreements between the parties with respect to that subject matter. Capitalized terms used in the Agreement/or the Additional Terms and Conditions have the meaning given them within the Agreement. No amendment to the Agreement is effective unless reduced to writing and signed by the Parties.
  24. Authority; Counterparts. The persons signing the Agreement represent and warrant that they have the requisite authority to bind the Parties on whose behalf they are signing. The Agreement may be signed in multiple counterparts each of which shall be deemed an original, but all of which shall, taken together, be but one and the same instrument. Delivery by facsimile, or email of a PDF or electronic copy, of a counterpart of the Agreement executed by Owner or party of such party’s executed counterpart of this Agreement.