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Agmt 2015 ChargePoint Inc
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Agmt 2015 ChargePoint Inc
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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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generation" services) by any wireless or cellular carrier. This includes the loss of data resulting from <br /> such electrical,wireless, cellular or Internet service interruptions. <br /> 8.4 LIMITATION OF LIABILITY. CPI's aggregate liability under this Agreement shall not <br /> exceed the greater of (i) aggregate Subscription Fees paid by Subscriber to CPI in the twelve (12) <br /> calendar months prior to the event giving rise to the liability or (ii) twenty five thousand dollars <br /> ($25,000). <br /> 8.5 CELLULAR CARRIER LIABILITY. IN ORDER TO DELIVER THE CHARGEPONT SERVICES, CPI <br /> HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS (THE <br /> "UNDERLYING CARRIER"). SUBSCRIBER UNDERSTANDS AND AGREES THAT IT: (1) HAS NO CONTRACTUAL <br /> RELATIONSHIP WITH THE UNDERLYING WIRELESS SERVICE CARRIER, (2) IS NOT A THIRD PARTY <br /> BENEFICIARY OF ANY AGREEMENT BETWEEN CPI AND THE UNDERLYING CARRIER, (3) THAT THE <br /> UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR BREACH OF <br /> CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, (4) THAT MESSAGES <br /> MAY BE DELAYED, DELETED OR NOT DELIVERED, AND (5) THE UNDERLYING CARRIER CANNOT <br /> GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS AND WILL NOT BE LIABLE FOR ANY LACK OF <br /> SECURITY RELATING TO THE USE OF THE SERVICES. SUBSCRIBER HAS NO PROPERTY RIGHT IN ANY <br /> NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. <br /> SUBSCRIBER UNDERSTANDS THAT CPI AND THE UNDERLYING CARRIER CANNOT GUARANTEE THE <br /> SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY <br /> RELATING TO THE USE OF THE CHARGEPOINT SERVICES. <br /> 8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW THE <br /> LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR THE DISCLAIMER <br /> OF IMPLIED WARRANTIES AS SET FORTH IN THIS SECTION 8, ONE OR MORE OF THE ABOVE LIMITATIONS <br /> MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES, CPI'S LIABILTY AND/OR IMPLIED WARRANTIES <br /> GRANTED IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE <br /> LAW. <br /> 9. TERM AND TERMINATION. <br /> 9.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date <br /> and shall continue until the expiration of all of Subscriber's Service Plans. <br /> 9.2 SERVICE PLAN TERM. (a) Each Service Plan acquired by Subscriber shall commence as <br /> follows: Each Service Plan acquired for use with a new Charging Station will commence on the earlier to <br /> occur of (i) the date of Provisioning such new Charging Station, or (ii) one year from the date the <br /> Token(s) necessary for Provisioning such new Charging Station is made available to Subscriber or its <br /> installer. Renewals of Service Plans will commence on the date of the expiration of the Subscription <br /> being renewed. All other Service Plans will commence on the date of activation of such Service Plans, <br /> but in no event more than one year after the date the Token(s) necessary for such activation is made <br /> available to Subscriber. Each Subscriber Service Plan shall continue for the applicable duration thereof, <br /> unless this Agreement is terminated earlier in accordance with its terms. <br /> 9.3 TERMINATION BY CPI. <br /> (a) This Agreement may be immediately terminated by CPI: (i) if Subscriber is in <br /> material breach of any of its obligations under this Agreement, and has not cured such breach within <br /> thirty (30) days (or within five (5) days in the case of any payment default) of Subscriber's receipt of <br /> written notice thereof; (ii) Subscriber 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; <br /> (iii) upon the determination by any regulatory body that the subject matter of this Agreement is subject <br /> to any governmental regulatory authorization or review that imposes additional costs of doing business <br /> Page 9 of 17 <br /> 10-8-13 <br />
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