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Agmt 2015 ChargePoint Inc
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Agmt 2015 ChargePoint Inc
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Last modified
4/14/2015 1:45:53 PM
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4/14/2015 1:45:51 PM
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CM City Clerk-City Council
CM City Clerk-City Council - Document Type
Agreement
Document Date (6)
3/30/2015
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PERM
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Reso 2014-102
(Approved by)
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\City Clerk\City Council\Resolutions\2014
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upon CPI; or (iv) as otherwise explicitly provided in this Agreement. Regardless of whether Subscriber is <br /> then in breach, CPI may, in its reasonable discretion, determine that it will not accept any renewal by <br /> Subscriber of its subscription to ChargePoint Services. In such case, this Agreement shall terminate <br /> upon the later of the expiration of all of Subscriber's subscriptions to ChargePoint Services. <br /> (b) CPI may in its discretion suspend Subscriber's continuing access to the ChargePoint <br /> Services or any portion thereof if (A) Subscriber has breached any provision of this Agreement, or has <br /> acted in manner that indicates that Subscriber does not intend to, or is unable to, comply with any <br /> provision of this Agreement; (B) such suspension is required by law (for example, due to a change to the <br /> law governing the provision of the ChargePoint Services); or (c) providing the ChargePoint Services to <br /> Subscriber could create a security risk or material technical burden as reasonably determined by CPI. <br /> 9.4 TERMINATION BY SUBSCRIBER. <br /> This Agreement may be immediately terminated by Subscriber without prejudice to any <br /> other remedy of Subscriber at law or equity: (i) if CPI is in material breach of any of its obligations under <br /> this Agreement, and has not cured such breach within thirty (30) days of the date of its receipt of <br /> written notice thereof, or (ii) CPI becomes the subject of a petition in bankruptcy or any other <br /> proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors or <br /> (iii)for convenience at any time by removing all of its stations from ChargePoint and providing CPI written <br /> notice thereof. <br /> 9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement <br /> for cause by Subscriber pursuant to Section 9.4(i) or by CPI pursuant to Section 9.3(a)(iii), CPI shall <br /> refund to Subscriber a pro-rata portion of any pre-paid Subscription Fees based upon the remaining <br /> Service Plan term. Upon any termination for any other reason, Subscriber shall not be entitled to any <br /> refund of any Subscription Fees as a result of such termination. In no event shall any termination <br /> relieve Subscriber of any unpaid Subscription Fees due CPI for the Service Plan term in which the <br /> termination occurs or any prior Service Plan term. <br /> 9.6 SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CPI, <br /> limitations of liability and disclaimers, restrictions of warranty, applicable law and those other <br /> provisions which by their nature or terms are intended to survive the termination of this Agreement will <br /> remain in full force and effect as between the Parties hereto regardless of the termination of this <br /> Agreement. <br /> 10. INDEMNIFICATION. <br /> [Purposely Left Blank] <br /> 11. GENERAL. <br /> 11.1 AMENDMENT OR MODIFICATION. No amendment or modification to this Agreement <br /> shall be effective unless in writing signed by both Parties. <br /> 11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement <br /> shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other <br /> provision or right. <br /> 11.3 FORCE MAJEURE. Except with respect to payment obligations, neither CPI nor <br /> Subscriber will be liable for failure to perform any of its obligations hereunder due to causes beyond <br /> such party's reasonable control and occurring without its fault or negligence, including but not limited to <br /> fire, flood, earthquake or other natural disaster (irrespective of such Party's condition of any <br /> preparedness therefore); war, embargo; riot; strike; labor action; any lawful order, decree, or other <br /> directive of any government authority that prohibits a Party from performing its obligations under this <br /> Page 10 of 17 <br /> 10-8-13 <br />
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