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<br />10. REPLACEMENT PARTS AND STATIONS: Replacement parts or charging stations provided by ChargePolnt under
<br />ChargePoint Assure may be remanufactured or reconditioned parts or Charging Stations or, if the exact Charging
<br />Station Is no longer manufactured by ChargePoint, a Charging Station with substantially similar functionality. All
<br />replaced parts and Charging Stations, whether under warranty or not, become the property of ChargePoint. Any
<br />replacement parts or Charging Stations so furnished will be covered by ChargePolnt Assure for the remainder of your
<br />ChargePoint Assure coverage or ninety (90) days from the date of delivery of such replacement parts or Charging
<br />Stations, whichever is later.
<br />11. LIMITS ON LIABILITY: This section limits ChargePolnt's Ilabllity under ChargePolnt Assure. Please read it
<br />carefully.
<br />a. CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
<br />CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS,
<br />LOST DATA, LOSS OF USE, OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR
<br />RELATED TO YOUR PURCHASE OR USE OF, OR INABILITY TO USE, THE CHARGING STATION,
<br />UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY,
<br />TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF
<br />CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN
<br />ANY EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER
<br />RELATED TO PERFORMANCE BY CHARGEPOINT OF ITS OBLIGATIONS UNDER CHARGEPOINT
<br />ASSURE WILL NOT EXCEED THE PRICE YOU PAID FOR CHARGEPOINT ASSURE, THE LIMITATIONS
<br />SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY
<br />NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
<br />b. Some states orjurlsdictlons do not allow the exclusion or limitation of incidental or consequential damages,
<br />so the above limitation or exclusion may not apply to you.
<br />12. ARBITRATION: These ChargePolnt Assure Terms and Conditions of Service are to be construed according to the
<br />laws of the State of California, excluding the provisions of the United Nations Convention on Contracts for the
<br />International Sale of Goods and any conflict of law provisions that would require application of another choice of law.
<br />Any dispute arising from or relating to these ChargePolnt Assure Terms and Conditions of Service shall be arbitrated
<br />in Santa Clara, California. The arbitration shall be administered by JAMS in accordance with its Comprehensive
<br />Arbitration Rules and Procedures, and judgment on any award may be entered In any court of competent jurisdiction.
<br />If the parties agree, a mediator may be consulted prior to arbitration. All claims shall be brought In the parties'
<br />individual capacities, and not as a plaintiff or class member In any purported class or representative proceeding,
<br />13. AMENDMENT OR MOFICIATION: These ChargePolnt Assure Terms and Conditions of Service may not be
<br />amended or modified except pursuant to a writing executed by each of the parties.
<br />14, WAIVER: The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to
<br />be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.
<br />15. FORCE MAJEURE: ChargePoint will not be liable for failure to perform any of its obligations hereunder due to
<br />causes beyond Its reasonable control and occurring without its fault or negligence, including but not limited to fire,
<br />flood, earthquake or other natural disaster (Irrespective of ChargePoint's condition of any preparedness therefore);
<br />war, embargo; riot; strike; labor action; any lawful order, decree, or other directive of any government authority that
<br />prohibits ChargePoint from performing its obligations under this Agreement; material shortages; shortage of transport;
<br />and fallures of suppliers to deliver material or components in accordance with the terms of their contracts.
<br />16. SEVERABILITY. Except as otherwise specifically provided herein, If any term or condition of this Agreement or the
<br />application thereof to either Party will to any extent be determined jointly by the Parties or by any judicial,
<br />governmental or similar authority, to be Invalid or unenforceable, the remainder of this Agreement, or the application
<br />70401012-01.3
<br />ChargePolnt, Inc. 11502 Dell Ave I Campbell, CA 0900&5901 U9A
<br />408.841,4900 or to(Hree 877 $70,38021 infa©chargopolnt.odm I skest chargepolntoom
<br />Copyright 02015 ChaddrrPunl, Ina. -AII rights reserved.
<br />CHARGCPOINT is a U.S. registered dorkaoarklservIel mark. All other products or Services mentioned are the tredemarlae, service marks, registered tray arl or Ioglstered semice marks
<br />or their resp oil owners.
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