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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: 15B65A35-DCA7-4094-905A-907FA50AOSE9 <br />7, INTELLECTUAL PROPERTY RIGHTS AND LICENSES. <br />7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title <br />and interest (including all related Intellectual Property Rights) in and to the CPI Property and any <br />improvements thereto. No rights are granted to Subscriber in the CPI Property hereunder except as <br />expressly set forth in this Agreement, <br />7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves <br />all right, title and Interest (including all related Intellectual Property Rights) in and to (i) all Subscriber <br />Marks and (ii) all Subscriber Content and Services (collectively, the "Subscriber Property"). No rights are <br />granted to CPI in the Subscriber Property hereunder except as expressly set forth in this Agreement. <br />7.3 LIMITED LICENSE TO SUBSCRIBER. CPI hereby grants to Subscriber a royalty -free, non - <br />assignable, non -transferable, and non-exclusive license to use the CPI Property solely in accordance with <br />the terms of this Agreement (Including without limitation all limitations and restrictions on such use) to <br />the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted <br />herein. <br />7.4 LIMITED LICENSE TO CFI. Subscriber hereby grants to CPI a non -assignable, non- <br />transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms <br />of this Agreement (including without limitation all limitations and restrictions on such use) to the extent <br />necessary for CPI to provide the ChargePoint Services. CPI may utilize the Subscriber Marks to advertise <br />that Subscriber is using the ChargePoint Services. The foregoing license includes a perpetual and <br />irrevocable right of CPI to reproduce, adapt, modify, translate, publicly perform, publicly display and <br />distribute all Subscriber Content and Services submitted, posted or displayed by Subscriber in the <br />ChargePoint Services, solely for the purpose of enabling CPI to operate, market and promote the <br />ChargePoint Services, and to index and serve such Subscriber Content and Services as search results <br />through ChargePoint Services. CPI shall have a royalty -free, worldwide, transferable, subllcensable, <br />irrevocable perpetual license to use or incorporate in the ChargePoint Services any suggestions, <br />enhancement requests, recommendations or other feedback provided by Subscriber or Subscriber Rights <br />Grantees relating to the ChargePoint Services. <br />7.5 ADDITIONAL TERMS REGARDING CPI MARKS. <br />(a) USE LIMITATIONS. Subscriber shall display the CPI Marks in connection with <br />Subscriber Charging Stations as required in this Agreement during the term of Subscriber's Service Plan. <br />Subscriber shall not use any of the CPI Marks for or with any products other than Its Charging Stations. <br />From time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application <br />or elsewhere in the Documentation, and Subscriber shall thereafter comply with such updated guidelines. <br />For any use of the CPI Mark not authorized by such guidelines, or if no such guidelines are provided, then <br />for each Initial use of the CPI Mark, Subscriber must obtain CPPB prior written consent, which shall not be <br />unreasonably withheld or delayed, and after such consent is obtained, Subscriber may use the CPI Mark <br />in the approved manner. All use by Subscriber of CPI's Marks (including any goodwill associated <br />therewith) will Inure to the benefit of CPI. <br />(b) PROHIBITIONS, Subscriber shall not use or display any CPI Mark (or any likeness <br />of a CPI Mark): <br />(i) as a part of the name under which Subscriber's business Is conducted or in <br />connection with the name of a business of Subscriber or its Affiliates; <br />Page 7 of 20 <br />
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