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CHARGEPOINT INC.
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CHARGEPOINT INC.
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Last modified
8/29/2018 2:36:47 PM
Creation date
8/29/2018 2:26:00 PM
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Contracts
Company Name
CHARGEPOINT INC.
Contract #
A-2018-144
Agency
FINANCE & MANAGEMENT SERVICES
Council Approval Date
6/5/2018
Destruction Year
0
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DocuSign Envelope ID: 16B65A35-DCA7-4C94-905A-907FA50A0eE9 <br />4.2 LIMITATIONS ON RESPONSIBLITY. CPI shall not be responsible for, and makes no <br />representation or warranty with respect to the following: (1) specific location(s) or number of Charging <br />Stations now, or in the future, owned, operated and/or installed by persons other than Subscriber, orthe <br />total number of Charging Stations that comprise ChargePoint; (II) continuous availability of electrical <br />service to any of Subscriber's Charging Stations; (Ili) continuous availability of any wireless or cellular <br />communications network or Internet service provider network necessary for the continued operation by <br />CPI of ChargePoint; (lv) availability of or Interruption of the ChargePoint Network attributable to <br />unauthorized intrusions; and/or (v) charging stations that are not registered with and activated on the <br />ChargePoint Network. <br />S. SUBSCRIBER'S RESPONSIBILITIES AND AGREEMENTS. <br />5.1 GENERAL. <br />(a) All use of ChargePoint and ChargePoint Services by Subscriber, Its employees and <br />agents and its grantees of Rights shall comply with this Agreement and all of the rules, limitations and <br />policies of CPI set forth in the Documentation, All ChargePoint Services account details, passwords, keys, <br />etc, are granted to Subscriber solely for Subscriber's own use (and the use of its grantees of Rights), and <br />Subscribershall keep all such items secure and confidential. Subscriber shall make best efforts to prevent <br />any unauthorized access to or use of ChargePoint or ChargePoint Services via Subscriber's Charging <br />Stations, ChargePoint Services accounts) or other equipment. Subscriber shall immediately notify CPI <br />upon becoming aware of any such unauthorized use. <br />(b) Subscriber shall be solely responsible for: (1) Provisioning of its Charging Stations, If <br />any; (ii) keeping Subscriber's contact information, email address forthe receipt of notices hereunder, and <br />billing address for Invoices both accurate and up to date; (iii) updating on the applicable ChargePoint <br />Application, within five (5) business days, the location to which any of Subscriber's Charging Stations are <br />moved; (Iv) the maintenance, service, repair and/or replacement of Subscriber's Charging Stations as <br />needed, including Informing CPI of the existence of any Charging Stations that are non -operational and <br />not intended to be replaced or repaired by Subscriber; and (v) compliance with all applicable laws. <br />(c) Subscriber shall deliver In full all benefits promised to Users by Subscriber in exchange <br />for such Users connecting with Subscriber using ChargePoint Connections. <br />5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and <br />warrants to CPE that: (i) it has the power and authorityto enter Into and be bound bythis Agreement and <br />shall have the power and authorityto install the Charging Stations and any other electrical vehicle charging <br />products which are registered and activated on the ChargePoint Network); (H) the electrical usage to be <br />consumed by Subscriber's Charging Stations will not violate or otherwise conflict with the terms and <br />conditions of any applicable electrical purchase or other agreement including, without limitation, any <br />lease, to which Subscriber is a party; and (III) It has not installed or attached and will not Install or attach <br />Charging Stations on or to infrastructure not owned by Subscriber without proper authority, or in a <br />manner that will block any easement or right of way. <br />5.3 CHARGEPOINT CARDS. Subscriber may be permitted by Cl in CPI's sole discretion, to <br />obtain CPI -provisioned radio-frequency identification cards ("ChargePoint Cards") which enable the <br />Individual card recipients to access and use ChargePoint. Subscriber may distribute such ChargePoint <br />Cards to individuals, and each Individual ChargePoint Card recipient Is responsible for activating his or her <br />ChargePoint Card on ChargePoint directly with CPI on the CPI web site. In no event will Subscriber create <br />Page 4 of 20 <br />
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