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DocuSign Envelope ID:4491A4BD-ECDA-4CAB-B1A6-B98D53B49E7A <br /> CHARGEPOINT® <br /> MASTER SERVICES AND SUBSCRIPTION AGREEMENT <br /> IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A LEGAL AGREEMENT <br /> BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT <br /> ("SUBSCRIBER") AND CHARGEPOINT, INC., A DELAWARE CORPORATION ("CPI"). PLEASE READ IT <br /> CAREFULLY. BY USING ANY OF THE CHARGEPOINT SERVICES,YOU INDICATE YOUR ACCEPTANCE OF THIS <br /> AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS,DO NOT USE ANY <br /> CHARGEPOINT SERVICES. <br /> IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, PARTNERSHIP OR <br /> OTHER LEGAL ENTITY,THAT ENTITY REPRESENTS THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY <br /> TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO <br /> THESE TERMS AND CONDITIONS,YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY <br /> NOT USE THE CHARGEPOINT SERVICES. <br /> 1. AGREEMENT. <br /> 1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities: <br /> (a)Provisioning of Subscriber's Charging Station(s),if any,on ChargePoint; <br /> (b)Activation and use of the ChargePoint Services on Subscriber's Charging Station(s), if <br /> any; <br /> (c)Subscriber's use of the APIs as part of the ChargePoint Services; <br /> (d) Each grant of Rights by Subscriber;and <br /> (e)Each grant of Rights by a third party to Subscriber. <br /> 1.2 EXHIBITS AND PRIVACY POLICY. This Agreement includes the CPI Privacy Policy, as <br /> amended from time to time, and the following Exhibits, which are made a part of, and are hereby <br /> incorporated into,this Agreement by reference. <br /> Exhibit 1: Flex Billing Terms <br /> Exhibit 2: API Terms <br /> Exhibit 3: Terms Regarding Granting and Receipt of Rights <br /> In the event of any conflict between the terms of this Agreement on the one hand,and the Privacy Policy <br /> or any Exhibit on the other hand,this Agreement shall govern. Capitalized terms not otherwise defined <br /> in any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement. <br /> 2. DEFINITIONS, The following terms shall have the definitions set forth below when used in this <br /> Agreement: <br /> 2.1 'Affiliate"means any entity which directly or indirectly controls, is controlled by, or is <br /> under common control with the subject entity. "Control",for purposes of this definition,means direct or <br /> indirect ownership or control of fifty percent(50%)or more of the voting interests of the subject entity. <br /> 2.2 "APIs"means, individually or collectively,the application programming interfaces which <br /> are made available to Subscriber from time to time,as and when updated by CPI. <br /> 2.3 "ChargePoint Connections"shall have the meaning ascribed to it in the applicable data <br /> sheet. The term ChargePoint Connections shall also mean any successor service provided by CPI. <br /> Revised 8.24.16 <br /> 83 <br />