TERMS AND CONDITIONS FOR MODEL E PROGRAM INSPECTION AND CERTIFICATION

YOUR REQUEST FOR MODEL E PROGRAM INSPECTION AND CERTIFICATE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS.  PLEASE READ THESE TERMS CAREFULLY.

Last Updated: October 18, 2023

The dealer filling out this request for a post-installation charging equipment inspection (the “Dealer” or “you”) is doing so in order to be eligible to join Ford Motor Company’s Model e Dealership Charging Program.  This third-party inspection is a prerequisite to join the Model e Program because Dealer opted to utilize its own installer or its own charging equipment rather than the Turnkey Suppliers recommended by Ford Motor Company (“Ford”).

By accessing or using this Platform to request inspection of Dealer’s third-party installed chargers (the “Services”), Dealer agrees to the terms and conditions set forth below. If you do not agree to any term or condition, you should not request the Services. Your continued use of the Platform and any Services means you accept and agree to be bound by these Terms.

You agree to pay to Qmerit the amount of $1,399 to Qmerit, and an additional $100 if a testing vehicle is needed.  You will be invoiced following the completion of the inspection, and you agree to pay the invoice within thirty (30) days of receipt of the invoice.

In order to participate in the Model e Dealership Charging Program and to meet the required specifications, an inspection of charging equipment and/or charging installation installed separately from Turnkey Supplier list is required so that Ford can make a determination regarding whether to certify such equipment. Ford has selected Qmerit Electrification LLC (“Qmerit”) and its network of certified electrification installers (each a “Certified Installer”) to perform the inspection.  In order to allow Qmerit to dispatch a Certified Installer to perform the inspection, Dealer agrees to the following:

Dealer will take all steps it believes are necessary to ensure that any written warranty provided by the original installer is not diminished, terminated, or voided by the inspection performed by the Certified Installer.  This may include inserting specific language in the written agreement with the original installer that a subsequent inspection which involves testing of the charger hardware or electrical work supporting such charger will not void or alter the warranty.  Notwithstanding, Dealer will remain responsible for incorporating whatever protections it deems necessary into its agreement with the original installer, or entering into any subsequent agreement to preserve the warranty if the installation has already been completed.

In consideration of the benefits of joining the Model e Program and receiving the results of the Services in order to do so, Dealer agrees to indemnify, defend and otherwise hold harmless Qmerit, Ford, the Certified Installer and each of their respective affiliates, officers, employees or agents from any and all liabilities or losses resulting, arising out or, or relating to any claim or action in connection with the services performed to complete the inspection and the certification, including any claims that the inspection impacted the installation or operation of the charger being inspected, or that the inspection did not result in a determination that the charging equipment should be certified for inclusion in the Model e Program.

QMERIT’S PLATFORM, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Arbitration and Class Action Waiver:

Dealer and Qmerit agree that any dispute, claim, or controversy between Dealer and Qmerit arising in connection with or relating in any way to the Platform, the Services or these Terms of Use, or to your relationship with Qmerit as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Services or these Terms of Use) will be determined by mandatory binding individual (not class) arbitration before a single arbitrator. Both parties agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration provisions in these Terms of Use or to the arbitrability of any claim or counterclaim. The arbitrator must follow these Terms of Use and can award the same damages and relief as a court, except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration.

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both parties agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Any arbitration between the parties will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and we both agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

Any arbitration hearings will take place in the county (or parish) of the billing address of the defending party, or the closest location in which the AAA is able to administer the arbitration. Each party shall bear its own attorneys’ fees and costs of arbitration.  A motion to compel arbitration may be brought by either party in any court in any jurisdiction or venue in which an action has been filed.

Miscellaneous:

These Terms of Use constitute the entire agreement between Qmerit and Dealer and supersede any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between Dealer and Qmerit regarding the subject matter contained in these Terms of Use. Additional terms and conditions may exist between you and third parties, including but not limited to, Installers. These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer, assign or delegate this agreement and all rights and obligations hereunder without consent. No joint venture, partnership, employment, or agency relationship exists between us as a result of these Terms of Use. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use.

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