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25G - AGMT EVC STATION
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25G - AGMT EVC STATION
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Last modified
5/31/2018 7:58:10 PM
Creation date
5/31/2018 7:48:11 PM
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City Clerk
Doc Type
Agenda Packet
Agency
Finance & Management Services
Item #
25G
Date
6/5/2018
Destruction Year
2023
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DocuSign Envelope ID: 15B65A35.DCA7-4094-905A-907FA50AOOE9 <br />(n) use the ChargePoint Services to upload, post, display, transmit or otherwise make <br />available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes <br />any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages, <br />communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive <br />commercial messages or advertisements, or Is prohibited by applicable law, the Agreement or the <br />Documentation. <br />5.5 CONTENT. <br />(a) ChargePoint Content (including but not limited to Charging Station data and status) is <br />provided for planning purposes only. Subscriber may find that various events may mean actual Charging <br />Station conditions (such as availability or pricing) differ from what is set forth in the Content. In addition, <br />certain Charging Station -related Content, including Charging Station name and use restrictions, Is set by <br />the Charging Station owner and is not verified by CPI, Subscriber should exercise judgment in Subscriber's <br />use of the Content. <br />(b) Certain Content may be provided under license from third parties and Is subject to <br />copyright and other intellectual property rights of such third parties. Subscriber may be held liable for any <br />unauthorized copying or disclosure of such third party -supplied Content. Subscriber's use of such Content <br />may be subject to additional restrictions set forth in the Documentation. <br />(c) Subscriber shall not copy, modify, alter, translate, amend, or publicly display any of <br />the Content except as expressly permitted by the Documentation. Subscriber shall not present any <br />portion of the Content in any manner, that would (i) make such Content false, inaccurate or misleading, <br />(li) falsify or delete any author attributions or labels of the origin or source of Content, or (iii) indicate or <br />suggest that the Charging Station locations provided as part of the Content are anything other than <br />ChargePoint" Network Charging Stations, <br />(d) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights <br />notices (including copyright and trademark notices), warnings, links or other notifications that appear in <br />the ChargePoint Service. <br />6. SUBSCRIPTION FEES AND PAYMENT TERMS. <br />6.1 SUBSCRIPTION FEES. Subscriber shall pay all Subscription Fees within thirty (30) days of <br />its receipt of CPI's invoice. All payments shall be made In U.S. Dollars by check, wire transfer, ACH payment <br />system or other means approved by CPI. Customer may not offset any amounts due to CPI hereunder <br />against amounts due to Customer under this Agreement or any other agreement. Fees payable to CPI do <br />not Include any Taxes, and Subscriber is responsible for any and all such Taxes. All payment obligations <br />under this Agreement are non -cancelable and non-refundable. <br />6.2 LATE PAYMENTS. Subscriber will reimburse CPI for attorneys' fees and other expenses <br />reasonably incurred by CPI In the collection of any late payments. If any amount owing by Subscriber <br />under this Agreement Is more than thirty (30) days overdue, CPI may, without otherwise limiting CPI's <br />rights or remedies, (a) terminate this Agreement, (b) suspend the use by Subscriber of the ChargePoint <br />Services until such amounts are paid in full, and/or (c) condition future ChargePoint Service renewals and <br />other Subscriber purchases on payment terms other than those set forth herein; provided that CPI shall <br />not exercise any such rights if Subscriber has reasonably disputed such charges and is cooperating <br />diligently in good faith to resolve the dispute. <br />Page 6 of 20 <br />25G-8 <br />
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