2.6 ERMUSR 01-10-2017 - Laserfiche WebLink

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DocuSign Envelope ID:4491A4BD-ECDA-4CAB-B1A6-B98D53B49E7A not by both.CPI intends to claim available OCFP credits generated from use of the Charging Stations,but will not claim any available OCFP credits that Subscriber intends to claim. (d) Subscriber agrees that it will provide CPI with written notice of its intent to claim OCFP credits within ten(10)days of the date of the Effective Date. If Subscriber does not currently intend to claim the OCFP credits, but desires to do so at any time in the future, Subscriber may, by providing written notice to CPI,elect to claim OCFP credits generated thirty(30)days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absence of providing written notice,Subscriber will not claim any OCFP credits. All notices shall be provided by email to CPI at IcfsnotificationCaichargepoint.com. 11.7 NOTICES. Other than the notices required in Sections 11.5 and 11.6,any notice required or permitted by this Agreement shall be sent(a)if by CPI,via electronic mail to the address indicated by Subscriber in Subscriber's ChargePoint Services account; or (b) if by Subscriber, via electronic mail to mssa E chargepoint.com. 11.8 INJUNCTIVE RELIEF. Subscriber acknowledges that damages for improper use of the ChargePoint Services may be irreparable;therefore,CPI is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction,in addition to all other remedies. 11.9 SEVERABILITY. Except as otherwise specifically provided herein,if any term or condition of this Agreement or the application thereof to either Party will to any extent be determined jointly by the Parties or by any judicial, governmental or similar authority, to be invalid or unenforceable, the remainder of this Agreement,or the application of such term or provision to this Agreement,the Parties or circumstances other than those as to which it is determined to be invalid or unenforceable,will not be affected thereby. 11.10 ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of CPI (not to be unreasonably withheld). In the event of any purported assignment in breach of this Section, CPI shall be entitled, at its sole discretion, to terminate this Agreement upon written notice given to Subscriber. Subject to the foregoing,this Agreement shall bind and inure to the benefit of the parties,their respective successors and permitted assigns. CPI may assign its rights and obligations under this Agreement to an Affiliate or to a successor in interest through sale,merger or otherwise. Subscriber shall have the right to terminate this Agreement,and obtain a pro-rata refund of unused Subscription Fees in the event of an assignment in accordance with the immediately preceding sentence. 11.11 NO AGENCY OR PARTNERSHIP. CPI, in the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement,CPI shall maintain complete control over its employees,its subcontractors and its operations. No partnership,joint venture or agency relationship is intended by CPI and Subscriber to be created by this Agreement. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party,whether express or implied,or to bind the other Party in any respect whatsoever. 11.12 ENTIRE AGREEMENT. This Agreement (including the attached Exhibits) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements, negotiations, commitments, understandings, representations and writings. All purchase orders issued by Subscriber shall state that such purchase orders are subject to all of the terms and conditions of this Agreement,and contain no other term other than the type of Service Plan,the number of Charging Stations for which such Service Plan is ordered,the Page 12 of 18 Revised 8.24.16 94