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,OhaEEnvelope ID: I NOT REQUIRED ss-DOAT-acea-eosA-sozFAsoAcaee A-2018144 WORK MAY PROCEED CHARGEPOINTD CLERK OF COUNCIL MASTER SERVICES AND SUBSCRIPTION AGREEMENT AUG 17 2018 0 �-A,$ 1-\o) IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A LEGAL AGREEMENT G�.^5 I twtC'aw/ BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT ("SUBSCRIBER") AND CHARGEPOINT, INC., A DELAWARE CORPORATION ("CPI"). PLEASE READ IT CAREFULLY, BY USING ANY OF THE CHARGEPOINT SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT, IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT USE ANY CHARGEPOINT SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY, THAT ENTITY REPRESENTS THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IF YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY NOT USE THE CHARGEPOINT SERVICES. 1. AGREEMENT, 1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities: (a) Provisioning of Subscriber's Charging Station(s), If any, on ChargePoint; any; (b) Activation and use of the ChargePoint Services on Subscriber's Charging Station(s), if (c) Subscriber's use of the APIs as part of the ChargePoint Services; (d) Each grant of Rights by Subscriber; and (a) Each grant of Rights by a third party to Subscriber. 1.2 EXHIBITS AND PRIVACY POLICY. This Agreement Includes the CPI Privacy Policy as amended from time to time, and the following Exhibits, which are made a part of, and are hereby Incorporated into, this Agreement by reference. Exhibit 1: Flex BIIIIngTerms Exhibit 2: API Terms Exhibit 3: Terms Regarding Granting and Receipt of Rights In the event of any conflict between the terms of this Agreement on the one hand, and the Privacy Policy or any Exhibit on the other hand, this Agreement shall govern. Capitalized terms not otherwise defined In any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement. 2. DEFINITIONS. The following terms shall have the definitions set forth below when used in this Agreement: 2.1 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity, "Control", for purposes of this definition, means director indirect ownership or control of fifty percent (SO%) or more of the voting Interests of the subject entity. 2.2 "APts" means, individually or collectively, the application programming interfaces which are made available to Subscriberfrom time to time, as and when updated by CPI. 2:3 "ChargePoint Connections" shall have the meaning ascribed to it in the applicable data sheet. The term ChargePoint Connections shall also mean any successor service provided by CPI. Revised 12.21.16