Bullfrog Power February 2025 Commercial Green Fuel Agreement
Purchaser and Bullfrog Power (“Bullfrog”) agree as follows:
- Green Fuel. Bullfrog will cause green fuel blenders to source, blend and inject into the North American petroleum fuel pool an amount of green fuel equal to my Green Fuel Agreed Annual Usage. On Purchaser’s behalf, Bullfrog will retire or cause to be retired all environmental and emissions credits and attributes which Bullfrog receives or over which Bullfrog has control which are associated with such Green Fuel (“Green Fuel Certificates” or “GFCs”). The GFCs will only be retired and will not be sold or transferred by Bullfrog to any party, so that they may not be used to permit or offset any pollution or emissions. Bullfrog warrants that these GFCs represent the reduction of greenhouse gas emissions resulting from the production of green fuel and blending and/or injection into the petroleum fuel pool and the displacement of non-renewable or fossil-fuel-based fuels. Bullfrog will make available calendar-year based statements verifying GFC retirement prepared by a nationally recognized auditing firm.
- Green Fuel Agreed Annual Usage. Purchaser agrees to provide sufficient information to Bullfrog about the fuel usage being consumed by the Vehicles and Fleet Operations, so Bullfrog and Purchaser can set the Green Fuel Agreed Annual Usage. Purchaser represents that the Green Fuel Agreed Annual Usage is a reasonable estimate of the number of litres consumed by the Vehicles and Fleet Operations in an average year, and shall be the amount estimated in Schedule A attached herein until updated.
- Green Fuel Certificate Price. On a monthly basis, Bullfrog will charge Purchaser for a quantity of GFCs equal to the Agreed Monthly Usage. The price for GFCs is $0.95 per litre plus applicable taxes. Bullfrog may change the price on 90 days’ prior notice to Purchaser, prior to the expiration of the 90 day notice period. Purchaser understands that the price is for the GFCs, and is in addition to the cost of conventional fuel provided by Purchaser’s fuel provider or purchased at the pump.
- Invoicing and Payment. Purchaser agrees to pay Bullfrog within 30 days of invoice. Purchaser agrees that Bullfrog may provide invoices in electronic form by email. All e-mail communications to Purchaser shall be addressed to the e-mail address provided in this Agreement, or to such other e-mail address that Purchaser may notify Bullfrog of in writing. Purchaser may also choose to receive paper invoices instead of electronic invoices by notifying Bullfrog in writing.
- Term. This agreement can be terminated at any time upon written notice without penalty by either Purchaser or Bullfrog. Upon termination of this agreement, Purchaser shall cease to use any marks or identifiers associated with Bullfrog, or to continue with any marketing or environmental claims enabled by this agreement.
- Marketing. Both parties may publicly identify the Premises as bullfrogpowered®, and Purchaser as a Bullfrog customer. Purchaser is granted the non-exclusive license to use the Bullfrog name, logo, and identifiers (collectively, the “Bullfrog IP”) pursuant to the terms and conditions of this agreement. Purchaser may participate in Bullfrog’s marketing programs as currently offered and commensurate with the quantity of GFCs purchased. Purchaser may make additional public claims provided that Bullfrog provides consent to such claims, such consent not to be unreasonably withheld or delayed. Usage of Bullfrog identifiers must be consistent with the Bullfrog Power Brand Usage Guide. Purchaser acknowledges that Bullfrog is the owner of all rights in the Bullfrog identifiers, and, except as otherwise expressly permitted by this agreement, Purchaser shall not at any time do or suffer to be done any act or thing that will in any way impair the rights of Bullfrog in and to the Bullfrog identifiers. Nothing in this agreement grants, nor shall Purchaser acquire hereby, any right, title, or interest in or to the Bullfrog identifiers, other than those rights expressly granted hereunder. The Purchaser shall promptly notify Bullfrog upon becoming aware of any infringement or dilution of the Bullfrog identifiers and shall cooperate fully with Bullfrog to stop such infringement or dilution. Upon the occurrence of an event, fact, or circumstance which, in Bullfrog’s sole discretion, may cause damage to Bullfrog’s goodwill or intellectual property, Bullfrog may immediately revoke the foregoing non-exclusive license(s) and, upon such revocation, the Purchaser shall immediately cease its use of the Bullfrog IP, provided that it shall not be required to destroy any physical packaged goods which were manufactured with the Bullfrog IP prior to such revocation.
- Force Majeure. Bullfrog shall not be held responsible or liable for any failure to perform or delay in the performance of its obligations described in paragraph 1 of this agreement due to a force majeure event such as an act of God, acts of terrorism, vandalism, severe storms, strikes, labour disputes, change of law or similar circumstances which are unavoidable or beyond Bullfrog’s or Purchaser’s respective control. Force majeure includes any or all of Bullfrog’s suppliers being unable or refusing to generate and inject green electricity, green natural gas, or green fuel, or deliver GFCs to Bullfrog, losing their certification, or the refusal of any government, board, agency, commission or other authority to issue or extend necessary approvals. During a period of force majeure, Purchaser is relieved of its payment obligations for goods and services that would otherwise have been provided by Bullfrog during that period, but not for goods and services already provided prior to, or actually provided during such period.
- Liability. Each party’s aggregate liability to the other party, however arising, is limited to the Fees payable during the Term of this agreement. Neither party shall be liable to the other party, and neither party shall assert a claim, for indirect, consequential, special, exemplary, punitive, or incidental losses, damages, injuries, or claims.
- General. Bullfrog may at any time change these terms and conditions upon 90 days prior written notice to Purchaser, and Purchaser has the right to terminate the agreement at any time pursuant to paragraph 5 above. Either party may assign this agreement with the consent of the other party, such consent not to be unreasonably withheld. Except for the marketing initiatives contemplated by this agreement, both parties agree to keep the terms of this agreement confidential. Except as amended in writing by both parties, this agreement constitutes the entire agreement between the parties with respect to the Premises, and supersedes all prior agreements, whether written or oral. This agreement is governed by the laws of the Province of Ontario. This agreement may be executed in one or more counterparts, by original, facsimile, or electronic signature, and each counterpart shall together form one original copy of this agreement.