Chargepoint Agreement.pdf — Moreno Valley City Council, January 21, 2025 (part 1 of 2)

Revision: 05/28/2024

City of Moreno Valley

AGREEMENT FOR ON-SITE AND/OR PROFESSIONAL SERVICES

This Agreement is made by and between the City of Moreno Valley, California, a municipal corporaƟon, with its principal place of business at 14177 Frederick Street, Moreno Valley, CA 92552, hereinaŌer referred to as the “City”, and ChargePoint, Inc., a CorporaƟon, with its principal place of business at 254 E. Hacienda Ave, Campbell, CA 95008-6617, hereinaŌer referred to as the “Vendor,” based upon City policies and the following legal citaƟons:

RECITALS
A. Government Code SecƟon 53060 authorizes the engagement of persons to perform special services as independent Vendors;
B. Vendor desires to perform and assume responsibility for the provision of professional product and technical support contracƟng services required by the City on the terms and condiƟons set forth in this Agreement. Vendor represents that it is experienced in providing professional product and technical support contracƟng services and is licensed in the State of California, if applicable;
C. City desires to engage Vendor to render such services for the product and technical support as set forth in this Agreement;
D. The public interest, convenience, necessity, and general welfare will be served by this Agreement; and
E. This Agreement is made and entered into eﬀecƟve the date the City signs this Agreement.

TERMS

1. VENDOR INFORMATION:

Vendor’s Name: _________________________________________________ Address: __________________________________________________________ City: __________________________ State: ____ Zip: _______________ Business Phone: ____________________ Fax No. ________________________ Other Contact Number: ____________________________
Business License Number: _________________________
Federal Tax I.D. Number: _________________________

2. VENDOR SERVICES, FEES, AND RELEVANT DATES:

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A. The Vendor’s scope of service is described in Exhibit “A” aƩached hereto and incorporated herein by this reference.

B. The City’s responsibiliƟes, other than payment, are described in Exhibit “B” aƩached hereto and incorporated herein by this reference.

C. Payment terms are provided in Exhibit “C” aƩached hereto and incorporated herein by this reference.

D. The term of this Agreement shall be from _____________, 2025 to June 30th, 2028 unless terminated earlier as provided herein. The City acknowledges that it will not unreasonably withhold approval of the Vendor’s requests for extensions of Ɵme in which to complete the work required. The Vendor shall not be responsible for performance delays caused by others or delays beyond the Vendor’s reasonable control (excluding delays caused by non-performance or unjusƟﬁed delay by Vendor, his/her/its employees, or subcontractors), and such delays shall extend the Ɵme for performance of the work by the Vendor.

E. Future Purchases and Purchase Orders.
a. Future Purchases: The City may purchase addiƟonal goods from the Vendor based on future quotes provided by the Vendor. Such purchases will be governed by the terms of this Agreement unless both parƟes agree otherwise in wriƟng
b. Purchase Orders: Future quotes, once accepted by the City, will serve as purchase orders and become binding under this Agreement. These purchase orders will outline the agreed pricing, descripƟons, quanƟƟes, delivery requirements, and any special terms related to the goods being purchased.
c. Governance of Terms: In the event of any conﬂict between the terms of this Agreement and the terms speciﬁed in the purchase order, the terms of this Agreement shall govern, except where the purchase order provides addiƟonal detail or speciﬁcity not addressed herein.

F. TerminaƟon Rights. Notwithstanding any provision to the contrary in the MSSA or other appended documents, the City’s right to terminate this Agreement for cause or convenience, as speciﬁed in this Agreement and Exhibit C, shall prevail over any conﬂicƟng terminaƟon or refund provisions in the MSSA.

3. STANDARD TERMS AND CONDITIONS:

A. Control of Work. Vendor is solely responsible for the content and sequence of the work and will not be subject to control and direcƟon as to the details and means for accomplishing the anƟcipated results of services. The City will not provide any training to Vendor or his/her/its employees.

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B. Intent of ParƟes. Vendor is, and at all Ɵmes shall be, an independent Vendor and nothing contained herein shall be construed as making the Vendor or any individual whose compensaƟon for services is paid by the Vendor, an agent or employee of the City, or authorizing the Vendor to create or assume any obligaƟon or liability for or on behalf of the City, or enƟtling the Vendor to any right, beneﬁt, or privilege applicable to any oﬃcer or employee of the City.

C. SubcontracƟng. Vendor may retain or subcontract for the services of other necessary Vendors with the prior wriƩen approval of the City. Payment for such services shall be the responsibility of the Vendor. Any and all subcontractors shall be subject to the terms and condiƟons of this Agreement, with the excepƟon that the City shall have no obligaƟon to pay for any subcontractor services rendered.

Vendor shall be responsible for paying prevailing wages where required by law [See California Labor Code SecƟons 1770 through 1777.7].

D. Conformance to Applicable Requirements. All work prepared by Vendor shall be subject to the approval of City.

E. SubsƟtuƟon of Key Personnel. Vendor has represented to City that certain key personnel will perform and coordinate the services under this Agreement. Should one or more of such personnel become unavailable, Vendor may subsƟtute other personnel of at least equal competence upon wriƩen approval of City. In the event that City and Vendor cannot agree as to the subsƟtuƟon of key personnel, City shall be enƟtled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the services in a manner acceptable to the City, or who are determined by the City to be uncooperaƟve, incompetent, a threat to the adequate or Ɵmely compleƟon of the project or a threat to the safety of persons or property, shall be promptly removed from the project by the Vendor at the request of the City. The key personnel for performance of this Agreement are as follows: _________________________________ .

F. City’s RepresentaƟve. The City hereby designates the City Manager, or his or her designee, to act as its representaƟve for the performance of this Agreement (“City’s RepresentaƟve”). Vendor shall not accept direcƟon or orders from any person other than the City’s RepresentaƟve or his or her designee.

G. Vendor’s RepresentaƟve. Vendor hereby designates __________________, or his or her designee, to act as its representaƟve for the performance of this Agreement (“Vendor’s RepresentaƟve”). Vendor’s RepresentaƟve shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement.

The Vendor’s RepresentaƟve shall supervise and direct the services, using his or her best skill and aƩenƟon, and shall be responsible for all means, methods, techniques, sequences and procedures and for the saƟsfactory coordinaƟon of all porƟons of the services under this Agreement.

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H. Legal ConsideraƟons. The Vendor shall comply with applicable federal, state, and local laws in the performance of this Agreement. Vendor shall be liable for all violaƟons of such laws and regulaƟons in connecƟon with services. If the Vendor performs any work knowing it to be contrary to such laws, rules and regulaƟons and without giving wriƩen noƟce to the City, Vendor shall be solely responsible for all costs arising therefrom. Vendor shall defend, indemnify and hold City, its oﬃcials, directors, oﬃcers, employees and agents free and harmless, pursuant to the indemniﬁcaƟon provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulaƟons.

I. Standard of Care; Performance of Employees. Vendor shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Vendor represents and maintains that it is skilled in the profession necessary to perform the services. Vendor warrants that all employees and subcontractor shall have suﬃcient skill and experience to perform the services assigned to them. Finally, Vendor represents that it, its employees and subcontractors have all licenses, permits, qualiﬁcaƟons and approvals of whatever nature that are legally required to perform the services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee of the Vendor or its subcontractors who is determined by the City to be uncooperaƟve, incompetent, a threat to the adequate or Ɵmely compleƟon of the project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the services in a manner acceptable to the City, shall be promptly removed from the project by the Vendor and shall not be re-employed to perform any of the services or to work on the project.

J. Vendor IndemniﬁcaƟon. Vendor shall indemnify, defend and hold the City, the Moreno Valley Housing Authority, and the Moreno Valley Community Services District (CSD), their oﬃcers, agents and employees harmless from any and all claims, damages, losses, causes of acƟon and demands, including, without limitaƟon, the payment of all consequenƟal damages, expert witness fees, reasonable aƩorney’s fees and other related costs and expenses, incurred in connecƟon with or in any manner arising out of Vendor’s performance of the work contemplated by this Agreement and this Agreement. Acceptance of this Agreement signiﬁes that the Vendor is not covered under the City’s general liability insurance, employee beneﬁts, or worker’s compensaƟon. It further establishes that the Vendor shall be fully responsible for such coverage. Vendor’s obligaƟon to indemnify shall survive expiraƟon or terminaƟon of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, the Moreno Valley Housing Authority, and the CSD, and their oﬃcers, agents and employees.

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K. AddiƟonal Indemnity ObligaƟons. Vendor shall defend, with counsel of City’s choosing and at Vendor’s own cost, expense and risk, any and all claims, suits, acƟons or other proceedings of every kind covered by SecƟon “J” that may be brought or insƟtuted against City, the Moreno Valley Housing Authority, and the CSD, and their oﬃcers, agents and employees. Vendor shall pay and saƟsfy any judgment, award or decree that may be rendered against City, the Moreno Valley Housing Authority, and the CSD, and their oﬃcers, agents and employees as part of any such claim, suit, acƟon or other proceeding. Vendor shall also reimburse City for the cost of any seƩlement paid by City, the Moreno Valley Housing Authority, and the CSD, and their oﬃcers, agents and employees as part of any such claim, suit, acƟon or other proceeding. Such reimbursement shall include payment for City’s aƩorney’s fees and costs, including expert witness fees. Vendor shall reimburse City, the Moreno Valley Housing Authority, and the CSD, and their oﬃcers, agents and employees for any and all legal expenses and costs incurred by each of them in connecƟon therewith or in enforcing the indemnity herein provided.

L. CalPERS ReƟree Disclosure. Vendor hereby expressly agrees to clearly and conspicuously disclose to City in wriƟng any and all persons working for Vendor who are reƟrees under the California Public Employees’ ReƟrement System (CalPERS) whom receives a monthly CalPERS reƟrement allowance, and whom are, subject to City approval, assigned by Vendor to provide services to City under the Agreement, prior to such person performing any services hereunder. Nothing herein shall be deemed or interpreted to limit a CalPERS reƟree’s obligaƟons under applicable law, rules or regulaƟons.

M. CalPERS Indemnity. To the fullest extent permiƩed by law, in addiƟon to obligaƟons set forth in this secƟon, in the event that any person providing services under this Agreement is determined by a court of competent jurisdicƟon or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, to the fullest extent of the law, Vendor shall indemnify, defend, and hold harmless City for any costs and expenses incurred by City, including without limitaƟon, payment that City is required as a result to make to CalPERS, whether in the form of employee and/or employer contribuƟons, taxes, or any similar obligaƟons, as well as for the payment of any penalƟes and interest.

N. CalPERS ParƟcipaƟon. As set forth in this Agreement and in the Request for QualiﬁcaƟons, City has an obligaƟon to treat all persons working for or under the direcƟon of Vendor as an independent Vendor of City and agents and employees of Vendor, and not as agents or employees of City. Vendor and City acknowledge and agree that City parƟcipates in a deﬁned beneﬁt plan (“CalPERS”), and that it is possible that CalPERS may ﬁnd that persons providing services pursuant to this Revision: 05/28/2024

Agreement are employees of City and should be registered with the CalPERS as employees of City.

O. Civil Code SecƟon 1542 Waiver. Vendor expressly waives any and all rights and beneﬁts conferred upon it by the provisions of SecƟon 1542 of the California Civil Code which reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the Ɵme of execuƟng the release and that, if known by him or her, would have materially aﬀected his or her seƩlement with the debtor or released party.”
This waiver shall be eﬀecƟve as a bar to any and all acƟons, fees, damages, losses, claims, liabiliƟes and demands of whatsoever character, nature and kind that are known or unknown, or suspected or unsuspected, including, without limitaƟon, claims of enƟtlements under CalPERS that are only aﬀorded to employees and not independent contractors. Vendor further represents and warrants that it understands this waiver and that if it does not understand this waiver, it shall seek the advice of a qualiﬁed aƩorney before execuƟng this Agreement.

P. Joint CooperaƟon. In the event that CalPERS iniƟates an inquiry that includes examinaƟon of whether individuals providing services under this Agreement to City are City’s employees, Vendor shall reply within ﬁve days and share all communicaƟons and documents from CalPERS that it may legally share. In the event that either Vendor or City ﬁles an appeal or court challenge, Vendor and City each agree to cooperate with each other in responding to the inquiry and any subsequent administraƟve appeal or court challenge of an adverse determinaƟon.

Q. Insurance Requirements. Throughout the life of this Agreement, Vendors shall pay for and maintain in full force and eﬀect all insurance as required.

If at any Ɵme during the life of this Agreement or any extension, Vendor or any of its subcontractors fail to maintain any required insurance in full force and eﬀect, all services and work under this Agreement shall be disconƟnued immediately, and all payments due or that become due to Vendor shall be withheld unƟl noƟce is received by City that the required insurance has been restored to full force and eﬀect and that the premiums therefore have been paid for a period saƟsfactory to City. Any failure to maintain the required insurance shall be suﬃcient cause for City to terminate this Agreement. No acƟon taken by City pursuant to this secƟon shall in any way relieve Vendor of its responsibiliƟes under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitaƟon, noƟﬁcaƟon received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicaƟng that the insurer is insolvent.

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The fact that insurance is obtained by Vendor shall not be deemed to release or diminish the liability of Vendor, including, without limitaƟon, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability regardless of whether any insurance policies are applicable.

The policy limits do not act as a limitaƟon upon the amount of indemniﬁcaƟon to be provided by Vendor. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Vendor, its principals, oﬃcers, agents, employees, persons under the supervision of Vendor, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.

Upon request of City, Vendor shall immediately furnish City with a complete copy of any insurance policy and associated documentaƟon required under this Agreement, including all endorsements, with said copy cerƟﬁed by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiraƟon or terminaƟon of this Agreement.

Where determined applicable by the City, Vendor will comply with the following insurance requirements at its sole expense. Insurance companies shall be rated (A Minus: VII-AdmiƩed) or beƩer in Best's Insurance RaƟng Guide and shall be legally licensed and qualiﬁed to conduct business in the State of California.

Minimum Scope of Insurance: Coverage shall be at least as broad as:

1. The most current version of Insurance Services Oﬃce (ISO) Commercial General Liability Coverage Form CG 00 01 covering on an “occurrence” basis, which shall include insurance for "bodily injury," "property damage" and "personal and adverƟsing injury" with coverage for premises and operaƟons, products and completed operaƟons, and contractual liability.

2. The most current version of Insurance Service Oﬃce (ISO) Business Auto Coverage Form CA 00 01, which shall include coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).

3. Workers' CompensaƟon insurance as required by the State of California, California Labor Code and Employer's Liability Insurance, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability (Errors and Omissions) insurance appropriate to Vendor’s profession.

Minimum Limits of Insurance:
a. General Liability Insurance. Without limiƟng the generality of the forgoing, to protect against loss from liability imposed by law for damages on account of Revision: 05/28/2024

bodily injury, including death, and/or property damage suﬀered or alleged to be suﬀered by any person or persons whomever, resulƟng directly or indirectly from any act or acƟviƟes of the Vendor, sub-contractor, or any person acƟng for the Vendor or under its control or direcƟon. Such insurance shall be maintained in full force and eﬀect throughout the terms of this Agreement and any extension thereof in the minimum amounts provided below:
• $1,000,000 per occurrence for bodily injury and property damage • $1,000,000 per occurrence for personal and adverƟsing injury • $2,000,000 aggregate for products and completed operaƟons • $2,000,000 general aggregate
b. Automobile Liability
• $1,000,000 per accident for bodily injury and property damage c. Employer's Liability (Worker's CompensaƟon)
• $1,000,000 each accident for bodily injury
• $1,000,000 disease each employee
• $1,000,000 disease policy limit
d. Workers' CompensaƟon insurance policy: In such amounts as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Vendor and the City, HA, and CSD against any loss, claim or damage arising from any injuries or occupaƟonal diseases happening to any worker employed by the Vendor in the course of carrying out this Agreement. Workers' CompensaƟon insurance policy is to contain, or be endorsed to contain, the following provision: Vendor and its insurer shall waive any right of subrogaƟon against City of Moreno Valley, CSD, Housing Authority and each of their oﬃcers, oﬃcials, employees, agents and volunteers. e. Professional Liability (Errors and Omissions): Limits of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
f. Endorsements. Unless otherwise speciﬁed hereunder, each insurance policy required herein shall be with insurers possessing a Best’s raƟng of no less than A,VII and shall be endorsed with the following speciﬁc language:
• The insurer waives all rights of subrogaƟon against the City, its appointed oﬃcials, oﬃcers, employees or agents.

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Other Insurance Provisions: The General Liability, Automobile Liability and Workers CompensaƟon insurance policies are to contain, or be endorsed to contain, the following provisions:
a. City of Moreno Valley, the City of Moreno Valley Community Services District, the Moreno Valley Housing Authority and each of their oﬃcers, oﬃcials, employees, agents and volunteers are to be covered as addiƟonal insureds. b. The coverage shall contain no special limitaƟons on the scope of protecƟon aﬀorded to City, CSD, Housing Authority and each of their oﬃcers, oﬃcials, employees, agents and volunteers.

All polices of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except aŌer 30 calendar day wriƩen noƟce by cerƟﬁed mail, return receipt requested, has been given to the City. Upon issuance by the insurer, broker, or agent of a noƟce of cancellaƟon, non-renewal, or reducƟon in coverage or in limits, Vendor shall furnish the City with a new cerƟﬁcate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for the City, Vendor shall provide a new cerƟﬁcate, and applicable endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiraƟon date of the expiring policy.

Acceptability of Insurers: All policies of insurance required hereunder shall be placed with an insurance company(ies) admiƩed by the California Insurance Commissioner to do business in the State of California and rated not less than "A- VII" in Best's Insurance RaƟng Guide; or authorized by the City Manager or designee.

VeriﬁcaƟon of Coverage: Vendor shall furnish City with all cerƟﬁcates(s) and applicable endorsements eﬀecƟng coverage required hereunder. All cerƟﬁcates and applicable endorsements are to be received and approved by the City Manager or designee prior to City’s execuƟon of this Agreement and before work commences. The following applicable endorsements will be required:

1. AddiƟonal Insured endorsement for ongoing operaƟons, completed operaƟons and primary & non-contributory endorsement for general liability coverage

2. AddiƟonal Insured endorsement for auto liability coverage

3. Waiver of SubrogaƟon for workers compensaƟon coverage R. Intellectual Property. Any system or documents developed, produced or provided under this Agreement, including any intellectual property discovered or developed by Vendor in the course of performing or otherwise as a result of its work, shall Revision: 05/28/2024

become the sole property of the City unless explicitly stated otherwise in this Agreement. The Vendor may retain copies of any and all material, including drawings, documents, and speciﬁcaƟons, produced by the Vendor in performance of this Agreement. The City and the Vendor agree that to the extent permiƩed by law, unƟl ﬁnal approval by the City, all data shall be treated as conﬁdenƟal and will not be released to third parƟes without the prior wriƩen consent of both parƟes.

S. EnƟre Agreement. This Agreement consƟtutes the enƟre agreement between the parƟes. There are no understandings, Agreements, or representaƟons of warranƟes, expressed or implied, not speciﬁed in this Agreement. This Agreement applies only to the current proposal as aƩached. This Agreement may be modiﬁed or amended only by a subsequent wriƩen Agreement signed by both parƟes.

Assignment of this Agreement is prohibited without prior wriƩen consent.

T. TerminaƟon. The following clauses apply:

1. The City may terminate the whole or any part of this Agreement at any Ɵme without cause by giving at least ten (10) days wriƩen noƟce to the Vendor. The wriƩen noƟce shall specify the date of terminaƟon. Upon receipt of such noƟce, the Vendor may conƟnue work through the date of terminaƟon, provided that no work or service(s) shall be commenced or conƟnued aŌer receipt of the noƟce which is not intended to protect the interest of the City. The City shall pay the Vendor within thirty (30) days aŌer receiving any invoice aŌer the date of terminaƟon for all non- objected to services performed by the Vendor in accordance herewith through the date of terminaƟon.

2. Either party may terminate this Agreement for cause. In the event the City terminates this Agreement for cause, the Vendor shall perform no further work or service(s) under the Agreement unless the noƟce of terminaƟon authorizes such further work.

3. If this Agreement is terminated as provided herein, City may require Vendor to provide all ﬁnished or unﬁnished documents and data and other informaƟon of any kind prepared by Vendor in connecƟon with the performance of services under this Agreement. Vendor shall be required to provide such documents and other informaƟon within ﬁŌeen (15) days of the request.

4. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, similar to those terminated.

U. Payment. Payments to the Vendor pursuant to this Agreement will be reported to Federal and State taxing authoriƟes as required. The City will not withhold any Revision: 05/28/2024

sums from compensaƟon payable to Vendor. Vendor is independently responsible for the payment of all applicable taxes. Where the payment terms provide for compensaƟon on a Ɵme and materials basis, the Vendor shall maintain adequate records to permit inspecƟon and audit of the Vendor’s Ɵme and materials charges under the Agreement. Such records shall be retained by the Vendor for three (3) years following compleƟon of the services under the Agreement.

V. RestricƟons on City Employees. The Vendor shall not employ any City employee or oﬃcial in the work performed pursuant to this Agreement. No oﬃcer or employee of the City shall have any ﬁnancial interest in this Agreement in violaƟon of federal, state, or local law.

W. Choice of Law and Venue. The laws of the State of California shall govern the rights, obligaƟons, duƟes, and liabiliƟes of the parƟes to this Agreement, and shall govern the interpretaƟon of this Agreement. Any legal proceeding arising from this Agreement shall be brought in the appropriate court located in Riverside County, State of California.

X. Delivery of NoƟces. All noƟces permiƩed or required under this Agreement shall be given to the respecƟve parƟes at the following address, or at such other address as the respecƟve parƟes may provide in wriƟng for this purpose:

Vendor:

ChargePoint, Inc.
254 E. Hacienda Ave
Campbell, CA 95008-6617
AƩn: _________________
City:

City of Moreno Valley
14177 Frederick Street, Suite 2
P .O. Box 88005
Moreno Valley, CA 92552
AƩn: Electric UƟlity Division Manager – Public Works Department

Such noƟce shall be deemed made when personally delivered or when mailed, forty-eight (48) hours aŌer deposit in the U.S. Mail, ﬁrst class postage prepaid and addressed to the party at its applicable address. Actual noƟce shall be deemed adequate noƟce on the date actual noƟce occurred, regardless of the method of service.

Y. Time of Essence. Time is of the essence for each and every provision of this Agreement.

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Z. City’s Right to Employ Other Vendors. City reserves right to employ other Vendors in connecƟon with this project.

AA. Amendment; ModiﬁcaƟon. No supplement, modiﬁcaƟon, or amendment of this Agreement shall be binding unless executed in wriƟng and signed by both parƟes.

BB. Waiver. No waiver of any default shall consƟtute a waiver of any other default or breach, whether of the same or other covenant or condiƟon. No waiver, such aƩempted assignment, hypothecaƟon or transfer.

CC. Supplementary General CondiƟons (for projects that are funded by Federal programs). The following provisions, pursuant to 44 Code of Federal RegulaƟons, Part 13, Subpart C, SecƟon 13.36, as it may be amended from Ɵme to Ɵme, are included in the Agreement and are required to be included in all subcontracts entered into by Vendor for work pursuant to the Agreement, unless otherwise expressly provided herein. These provisions supersede any conﬂicƟng provisions in the General CondiƟons and shall take precedence over the General CondiƟons for purposes of interpretaƟon of the General CondiƟons. These provisions do not otherwise modify or replace General CondiƟons not in direct conﬂict with these provisions. DeﬁniƟons used in these provisions are as contained in the General CondiƟons.

1. Vendor shall be subject to the administraƟve, contractual, and legal remedies provided in the General CondiƟons in the event Vendor violates or breaches terms of the Agreement.

2. City may terminate the Agreement for cause or for convenience, and Vendor may terminate the Agreement, as provided the General CondiƟons.

3. Vendor shall comply with ExecuƟve Order 11246 of September 24, 1965, enƟtled Equal Employment Opportunity, as amended by ExecuƟve Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulaƟons (41 CFR chapter 60). (All construcƟon contracts awarded in excess of $10,000 by City and/or subcontracts in excess of $10,000 entered into by Vendor.)

4. Vendor shall comply with the Copeland AnƟ-Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulaƟons (29 CFR Part 3) (All contracts and subcontracts for construcƟon or repair.)

5. Vendor shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulaƟons (29 CFR Part 5).

6. Vendor shall comply with SecƟons 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327330) as supplemented by Department of Labor regulaƟons (29 CFR Part 5).

Revision: 05/28/2024

7. Vendor shall observe City requirements and regulaƟons pertaining to reporƟng included in the General CondiƟons.

8. Patent rights with respect to any discovery or invenƟon which arises or is developed in the course of or under the Agreement shall be retained by the City.

9. Copyrights and rights in data developed in the course of or under the Agreement shall be the property of the City. FEMA/CalOES reserve a royalty-free, nonexclusive, irrevocable license to reproduce, publish or otherwise use or authorize to others to use for federal purposes a copyright in any work developed under the Agreement and/or subcontracts for work pursuant to the Agreement.

10. Vendor shall provide access by the City, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representaƟves to any books, documents, papers, and records of the Vendor which are directly perƟnent to that speciﬁc contract for the purpose of making audit, examinaƟon, excerpts, and transcripƟons.

11. Vendor shall retain all required records for three years aŌer City makes ﬁnal payments and all other pending maƩers relaƟng to the Agreement are closed.

12. Vendor shall comply with all applicable standards, orders, or requirements issued under secƟon 306 of the Clean Air Act (42 U.S.C. 1857(h)), secƟon 508 of the Clean Water Act (33 U.S.C. 1368), ExecuƟve Order 11738, and Environmental ProtecƟon Agency regulaƟons (40 CFR part 15). (This provision applies to contracts exceeding $100,000 and to subcontracts entered into pursuant to such contracts.)

13. Vendor shall comply with mandatory standards and policies relaƟng to energy eﬃciency which are contained in the State energy conservaƟon plan issued in compliance with the Energy Policy and ConservaƟon Act (Pub. L. 94163, 89 Stat. 871).

DD. Authority To Execute. The representaƟve execuƟng this Agreement on behalf of each party hereby represents and warrants that he or she has full power and authority to execute this Agreement on behalf of such party and that all approvals and other acƟons necessary in connecƟon with the eﬀecƟve execuƟon by him or her have been obtained and are in full force and eﬀect as of his or her execuƟon hereof.

4. PURCHASE, SALE, AND DELIVERY OF GOODS:

Revision: 05/28/2024

This Agreement includes provisions for the sale and delivery of goods in conjuncƟon with the services provided herein. The City (the 'Buyer') and the Vendor (the 'Seller') agree to the following terms for these transacƟons:

A. DescripƟon of Goods: The speciﬁc goods to be sold and delivered under this Agreement shall be as described in Exhibit "D" or, for future transacƟons, as speciﬁed in the Vendor’s purchase order, which, once accepted by the City, shall be binding and incorporated into this Agreement by reference.

B. ObligaƟon to Sell and Purchase: Seller agrees to sell, and Buyer agrees to purchase, the goods described in Exhibit "D" or the Vendor’s purchase order pursuant to the terms and condiƟons set forth in this Agreement.

C. Delivery and InspecƟon: Seller shall deliver the goods to Buyer's designated locaƟon as speciﬁed in this Agreement. Buyer shall have the right to inspect the goods upon delivery to ensure they conform to the agreed speciﬁcaƟons. Any discrepancies or defects must be reported to Seller within thirty (30) business days of delivery, aŌer which Buyer shall be deemed to have accepted the goods.

D. Payment: Payment for the goods shall be made by Buyer to Seller upon the saƟsfactory delivery and acceptance of the goods, at the price and in the manner speciﬁed in Exhibit "C" of this Agreement.

E. Risk of Loss: The risk of loss or damage to the goods shall pass from Seller to Buyer upon delivery and acceptance of the goods by Buyer.

F. WarranƟes: Seller warrants that the goods supplied under this Agreement shall be free from defects in material and workmanship and shall conform to the speciﬁcaƟons described in Exhibit "D" or the Vendor’s purchase order. Should any of the goods fail to meet these warranƟes, Seller shall, at Buyer's opƟon, replace the defecƟve goods or refund the purchase price for such goods.

SIGNATURE PAGE TO FOLLOW

Revision: 05/28/2024

IN WITNESS HEREOF, the parƟes have each caused their authorized representaƟve to execute this Agreement.

City of Moreno Valley Insert Name of Vendor

BY: BY:

City Manager
TITLE: ______
_____________________________________ (President or Vice President) Date
BY: ______

TITLE: ______
(Corporate Secretary)

INTERNAL USE ONLY

APPROVED AS TO LEGAL FORM:

City Attorney

Date

RECOMMENDED FOR APPROVAL:

Department Head

Date
Revision: 05/28/2024

EXHIBIT A

VENDOR SCOPE OF SERVICES

Quotation

Driving a Better Way™
chargepoint.com \i2\

Sales Representative: Case Hyatt Quote Number: Q-445348-2 E-Mail: [email protected] Date: 1/3/2025
Telephone: Expires On: 3/1/2025
Approved Payment Term: Net 30

Primary Contact: Jason Niccoli

Bill To Address

\i1\
City of Moreno Valley
14177 Frederick St
Moreno Valley California 92553-9036
United States

Ship To Address

\i1\
City of Moreno Valley
14177 Frederick St
Moreno Valley California 92553-9036
United States

Product Name Product Description Qty Total
Price
Express 250 Bundle
(Shipping before Dec
2nd ONLY)
This Express CPE250 bundle contains the 250, service plans, and assure maintenance plans.
1 USD 0.00
CPE250C-625-CCS1-
200A-CHD
ChargePoint Express 250 Station, NA, DC Station, 62.5 kW, 2x Power Module, 1x CCS1 200A cable, 1x CHAdeMO 140A cable, ChargePoint Signage, 254mm (10") Touch Display, Contactless credit card and RFID reader, Cellular/Wifi, UL Listed, 2 year Parts Warranty
1 USD
29,062.50
CPE250-TOOLKIT-F CPE250 Tool Kit 1 USD 0.00

DC-UNIVERSAL-CMT-
METRIC
Required metal bracket to align conduits and mounting bolts for DC power delivery products when cable entrance is from below. This bracket is to be installed into the foundation before the concrete pad is poured. Metric Units.

Required for CPE250, CPE280 and Power Link series.
1 USD 0.00

CPCLD-COMMERCIAL-
DC-5
5yr Prepaid, DC, Commercial Cloud Plan. Includes Secure Network Connection, On-going Station Software updates, Station Inventory, 24x7 Driver Support, Host Support, Session Data and Analytics, Fleet Vehicle Management and Integration, Fleet Access Control, Valet Dashboard, Power Management (Circuit, Panel, Site Sharing), Scheduled Charging, Driver Access Control, Pricing and Automatic Funds Collection, Waitlist, Videos (on supported hardware).
1 USD
3,915.00
© 2025 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL

Page 1 of 4 ends

Product Name Product Description Qty Total
Price
CPSUPPORT-ACTIVE ChargePoint's Activation service ensures a seamless EV charging station setup, from order to activation. Activation includes station owner and installer onboarding, quality installation validation, early station performance support, and provisions stations on our network, ensuring a smooth and reliable deployment experience. Priced per station.
1 USD
349.00
CPE250-ASSURE-5 5 prepaid years of ChargePoint Assure for CPE250 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting.
1 USD
13,650.00
CPE250-

COMMISSIONING
This service includes on-site validation of electrical capacity, transformers, panels, breakers, wiring, cellular coverage so that the station meets all ChargePoint and local code requirements. In addition to verifying and testing the installation, Commissioning also ensures the station is connected to the ChargePoint network, completing software updates and pairing configuration if applicable. In parallel, the ChargePoint Activations team will configure the station and apply policies according to the customer’s specifications. A final Commissioning Report will be provided to the customer. Note that if Commissioning cannot be performed due to site or installation deficiencies for which ChargePoint is not responsible, the customer will incur a rescheduling fee to cover redeployment costs. Priced per Express CPE250 station. 1 USD
1,230.00
CT4000 Bundle This bundle contains all stations, service plans, site validations, and assure maintenance plans.
1 USD 0.00
CT4011-GW1 Single Output Gateway North America, Bollard Unit - 208/240V @30A with Cord Management
5 USD
21,292.50
CT4001-CCM CT4000 Bollard Concrete Mounting Kit. Bolts: 5/8 - 11 x 9” F1554 Grade 55 hot- dipped galvanized threaded bolts - 3 ea. Nuts: 5/8 - Heavy Galvanized Hex Nuts (DH Rated) - 12 ea. Washers: Galvanized Washers (ASTM F436) - 9 ea. Plastic Template - 1 ea
5 USD
475.00

CPCLD-COMMERCIAL-
5 Prepaid Commercial Cloud Plan subscription with station management features such as: Custom Video uploads and Automatic Software Updates, driver and fleet management features including: Access Control and Pricing & Automatic Payment Collection, as well as energy and power management features which include Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required. 5 USD
8,200.00
CPSUPPORT-ACTIVE ChargePoint's Activation service ensures a seamless EV charging station setup, from order to activation. Activation includes station owner and installer onboarding, quality installation validation, early station performance support, and provisions stations on our network, ensuring a smooth and reliable deployment experience. Priced per station.
5 USD
1,745.00
© 2025 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL

Page 2 of 4 ends

Product Name Product Description Qty Total
Price
CT4000-ASSURE5 5 prepaid years of ChargePoint Assure for CT4000 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting.
5 USD
12,000.00

Quote Total: USD 91,919.00
Discount: USD 5,945.00
Estimated Tax: USD 6,448.00
Shipping Fee: USD 1,500.00
Grand Total: USD 99,867.00

Quote Acceptance
+ Invoices are due and payable as per agreed payment terms. + Each Assure and Cloud Plan subscription will commence ninety (90) days from invoice date. + Customer to be invoiced at time of shipment.
+ All prices are FCA ChargePoint warehouse(s).
+ Sales tax in applicable states and shipping costs will be applied at time of invoicing. + Pricing does not include installation or mounting services unless specifically quoted above. + Customer confirms that the shipping and billing information provided in this Quotation is accurate for ChargePoint’s shipping and invoicing purposes.
+ The following ChargePoint terms and conditions are incorporated in this Quotation by reference in their entirety: (i) ChargePoint Master Services and Subscription Agreement found at ChargePoint Master Services and Subscription Agreement | ChargePoint ; (ii) ChargePoint Terms and Conditions of Purchase found at ChargePoint Terms and Conditions | ChargePoint ;(iii) ChargePoint Support Services Terms and Conditions found at: https://www.chargepoint.com/legal/support-services/ ; and (iv) ChargePoint Deployment and Consulting Services Terms and Conditions found at https://www.chargepoint.com/legal/deployment-consulting-services/ + ChargePoint’s sale of products/services is expressly conditioned on Customer’s acceptance of ChargePoint terms and conditions stated or referenced in this Quotation. Any conflicting or inconsistent terms stated or referenced in any Customer purchase order or any such document are excluded and will not be binding and notice of objection to them is hereby given. + This signed Quotation will act as a purchase order for the products/services detailed above and creates a binding contract between ChargePoint and Customer.

The above terms govern this Quotation unless Customer has separate written agreement(s) executed by Customer and ChargePoint to govern the products/services referenced in this Quotation.

ChargePoint CONFIDENTIAL

Page 3 of 4 ends

By signing this Quotation, I hereby acknowledge that I am an authorized signatory and have read and agree to all the terms and conditions of this Quotation.

Signature : \s1\ Title : \t_1\
Name (Print) : \FN_1\ Date : \d1\
Company Name : \CompanyName_1\
Accounts Payable Contact Name : \AccountPayableContactName_1\ Accounts Payable Contact E-Mail : \AccountsPayableContactEmail_1\ Requested Ship Date : \dsrequestedshipdate_1\
© 2025 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL

Page 4 of 4 ends

5.30.24 Version
CHARGEPOINT®

MASTER SERVICES AND SUBSCRIPTION AGREEMENT

IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A LEGAL AGREEMENT

BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT (“SUBSCRIBER”) AND THE APPLICABLE CHARGEPOINT ENTITY OR ENTITIES (“ CPI”) WHICH CAN BE FOUND IN SECTION 11.4 BELOW. PLEASE READ IT CAREFULLY. BY USING ANY OF THE CHARGEPOINT SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT USE ANY CHARGEPOINT SERVICES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, PARTNERSHIP OR

OTHER LEGAL ENTITY, THAT ENTITY REPRESENTS THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO

THESE TERMS AND CONDITIONS, YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY NOT USE THE CHARGEPOINT SERVICES.

1. AGREEMENT.

1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities:
(a) Provisioning of Subscriber’s Charging Station(s), if any, on ChargePoint; (b) Activation and use of the ChargePoint Services on Subscriber’s Charging Station(s), if any;
(c) Subscriber’s use of the APIs as part of the ChargePoint Services; (d) Each grant of Rights by Subscriber; and
(e) Each grant of Rights by a third party to Subscriber.

1.2 EXHIBITS AND PRIVACY POLICY . This Agreement includes the CPI Privacy Policy , as amended from time to time, and the following Exhibits, which are made a part of, and are hereby incorporated into, this Agreement by reference.

Exhibit 1: Flex Billing Terms
Exhibit 2: API Terms
Exhibit 3: Terms Regarding Granting and Receipt of Rights

In the event of any conflict between the terms of this Agreement on the one hand, and the Privacy Policy or any Exhibit on the other hand, this Agreement shall govern. Capitalized terms not otherwise defined in any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement.

2. DEFINITIONS. The following terms shall have the definitions set forth below when used in this Agreement:

2.1 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of fifty percent (50%) or more of the voting interests of the subject entity.

2.2 "APIs" means, individually or collectively, the application programming interfaces which are made available to Subscriber from time to time, as and when updated by CPI.

2.3 “ChargePoint Connections” shall have the meaning ascribed to it in the applicable data sheet. The term ChargePoint Connections shall also mean any successor service provided by CPI.

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2.4 “ChargePoint®” means the open -platform network of electric vehicle charging stations and the vehicle charging applications the network delivers, that is operated and maintained by CPI (as defined below) in order to provide various services to, among others, Subscriber and its employees.

2.5 “ChargePoint Services” means, collectively, the various cloud services offerings (including, without limitation, APIs and application Cloud Plans) made available for subscription by CPI.

2.6 “ChargePoint Application” means any of the applications established and maintained by CPI which will allow Subscriber to access ChargePoint Services.

2.7 “Charging Station ” means the electric vehicle charging station(s) purchased by Subscriber, whether manufactured by CPI or by a CPI authorized entity, which are registered and activated on ChargePoint.

2.8 "Content" means all data collected or maintained by CPI in connection with the operation of ChargePoint.

2.9 “CPI Marks” means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used in connection with ChargePoint and/or CPI manufactured Charging Stations, including without limitation, ChargePoint.

2.10 “CPI Property” means (i) ChargePoint, (ii) the ChargePoint Services (including all Content), (iii) all data generated or collected by CPI in connection with the operation of ChargePoint and ChargePoint Services, (iv) the CPI Marks, (v) the ChargePoint Cards, and (vi) all other CPI-supplied material developed or provided by CPI for Subscriber use in connection with the ChargePoint Services.

2.11 “Documentation” means written information (whether contained in user or technical manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or ChargePoint and made available from time to time by CPI to Subscriber in any manner (including on-line).

2.12 “Effective Date” means the earliest of (a) the effective date of Subscriber’s initial quote for the ChargePoint Station and/or ChargePoint Services associated with this Agreement; (b) the date that Subscriber electronically accepts this Agreement, or ( c) the date of Subscriber’s first use of the ChargePoint Services.

2.13 “Intellectual Property Rights ” means all intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda and records.

2.14 “Malicious Code” means viruses, worms, time bombs, Trojan horses and all other forms of malicious code, including without limitation, malware, spyware, files, scripts, agents or programs.

2.15 “Party” means each of CPI and Subscriber.

2.16 “PII” means personally identifiable information regarding Subscriber or a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact or locate Subscriber or such User.

2.17 “Provisioning” means activating Charging Stations, warrantees and Cloud Plans on ChargePoint.

2.18 “Rights” means the rights, authorizations, privileges, actions, information and settings within the ChargePoint Services which a Rights Grantor grants to an Rights Grantee, to enable such Rights

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Grantee to access, obtain and use certain portions of the ChargePoint Services and certain information available therein in the course of providing services to or on behalf of such Rights Grantor in connection with one or more of the Rights Grantor’s Charging Stations. A Rights Grantor shall be deemed to have granted Rights to the entity that will be responsible for creating Subscriber’s account and Provisioning Subscriber’s Charging Stations. Such deemed grant may be terminated by Subscriber at any time.

2.19 “Cloud Plan(s)” means subscription plans to the ChargePoint Services which are offered and sold by CPI from time to time, which vary according to their features, privileges and pricing. Each Cloud Plan may be referred to as a “Subscription”.

2.20 “Subscriber Content and Services” means any content and/or services that a Subscriber provides or makes available to Users and/or the general public in connection with the ChargePoint Services, other than Content, ChargePoint Services and CPI Property.

2.21 “Subscriber Marks” means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used by Subscriber in connection with its business and/or Charging Stations.

2.22 “Subscription Fees” means the fees payable by Subscriber for subscribing to any ChargePoint Services.

2.23 “Taxes” shall mean all present and future taxes, imposts, levies, assessments, duties or charges of whatsoever nature including without limitation any withholding taxes, sales taxes, use taxes, service taxes, value added or similar taxes at the rate applicable for the time being imposed by any national or local government, taxing authority, regulatory agency or other entity together with any penalty payable in connection with any failure to pay or any delay in paying any of the same and any interest thereon.

2.24 “User” means any person using a Charging Station.

3. AVAILABLE CHARGEPOINT SERVICES & CLOUD PLANS . A description of the various ChargePoint Services and Cloud Plans currently available for subscription is located on the CPI website. CPI may make other ChargePoint Services and/or Cloud Plans available from time to time, and may amend the features or benefits offered with respect to any ChargePoint Service or Cloud Plan at any time and from time to time. Subscription Fees are based on Subscriber’s choice of Cloud Plan and not on actual usage of the Subscription.

4. CPI’S RESPONSIBILITIES AND AGREEMENTS.

4.1 OPERATION OF CHARGEPOINT. CPI agrees to provide and shall be solely responsible for:
(i) provisioning and operating, maintaining, administering and supporting ChargePoint and related infrastructure (other than Subscriber’s Charging Stations and infrastructure for transmitting data from Charging Stations to any ChargePoint operations center); ( ii) provisioning and operating, maintaining, administering and supporting the ChargePoint Applications; and (iii) operating ChargePoint in compliance with all applicable laws. CPI will protect the confidentiality and security of PII in accordance with all applicable laws and regulations and the CPI Privacy Policy and acknowledges that it is responsible for the security of “cardholder data” (as that term is defined for purposes of the Payment Card Industry – Data Security Standards), if any, that CPI pos sesses, otherwise stores, processes or transmits on behalf of Subscriber or for any impact, if any, on the security of Subscriber’s cardholder data environment.

4.2 LIMITATIONS ON RESPONSIBILITY. CPI shall not be responsible for, and makes no representation or warranty with respect to the following: (i) specific location(s) or number of Charging Stations now, or in the future, owned, operated and/or installed by persons other than Subscriber, or the total number of Charging Stations that comprise ChargePoint; (ii) continuous availability of electrical service to any of Subscriber’s Charging Stations; (iii) continuous availability of any wireless or cellular

Page 4 of 19 ends

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communications network or Internet service provider network necessary for the continued operation by CPI of ChargePoint; (iv) availability of or interruption of the ChargePoint Network attributable to unauthorized intrusions; and/or (v) charging stations that are not registered with and act ivated on the ChargePoint Network.

5. SUBSCRIBER’S RESPONSIBILITIES AND AGREEMENTS.

5.1 GENERAL.
(a) All use of ChargePoint and ChargePoint Services by Subscriber, its employees and agents and its grantees of Rights shall comply with this Agreement and all of the rules, limitations and policies of CPI set forth in the Documentation. All ChargePoint Services account details, passwords, keys, etc. are granted to Subscriber solely for Subscriber’s own use (and the use of its grantees of Rights), and Subscriber shall keep all such items secure and confidential. Subscriber shall prevent, and shall be fully liable to CPI for, any unauthorized access to or use of ChargePoint or ChargePoint Services via Subscriber’s Charging Stations, ChargePoint Services account(s) or other equipment. Subscriber shall immediately notify CPI upon becoming aware of any such unauthorized use. (b) Subscriber shall be solely responsible for: (i) Provisioning of its Charging Stations, if any; (ii) keeping Subscriber’s contact information, email address for the receipt of notices hereunder, and billing address for invoices both accurate and up to date; (iii) updating on the applicable ChargePoint Application, within five (5) business days, the location to which any of Subscriber’s Charging Stations are moved; (iv) the maintenance, service, repair and/or replacement of Subscriber’s Charging Stations as needed, including informing CPI of the existence of any Charging Stations that are non -operational and not intended to be replaced or repaired by Subscriber; and (v) compliance with all applicable laws. (c) Subscriber shall deliver in full all benefits promised to Users by Subscriber in exchange for such Users connecting with Subscriber using ChargePoint Connections.

5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and warrants to CPI that: (i) it has the power and authority to enter into and be bound by this Agreement and shall have the power and authority to install the Charging Stations and any other electrical vehicle charging products which are registered and activated on the ChargePoint Network); (ii) the electrical usage to be consumed by Subscriber’s Charging Stations will not violate or otherwise conflict with the terms and conditions of any applicable electrical p urchase or other agreement including, without limitation, any lease, to which Subscriber is a party; and (iii) it has not installed or attached and will not install or attach Charging Stations on or to infrastructure not owned by S ubscriber without proper authority, or in a manner that will block any easement or right of way.

5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPI's sole discretion, to obtain CPI -provisioned radio -frequency identification cards ("ChargePoint Cards") which enable the individual card recipients to access and use ChargePoint. Subscriber may distribute such Cha rgePoint Cards to individuals, and each individual ChargePoint Card recipient is responsible for activating his or her ChargePoint Card on ChargePoint directly with CPI on the CPI web site. In no event will Subscriber create any separate ChargePoint accounts for any ChargePoint Card recipients or other third parties, nor will Subscriber create anonymous ChargePoint accounts associated with any ChargePoint Card.

5.4 USE RESTRICTIONS AND LIMITATIONS. Subscriber shall not:
(a) sell, resell, license, rent, lease or otherwise transfer the ChargePoint Services or any Content therein to any third party;

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(b) interfere with or disrupt the ChargePoint Services, servers, or networks connected to the ChargePoint Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the ChargePoint Services;
(c) restrict or inhibit any other user from using and enjoying the ChargePoint Services or any other CPI services;
(d) attempt to gain unauthorized access to the ChargePoint Network or the ChargePoint Services or related systems or networks or any data contained therein, or access or use ChargePoint or ChargePoint Services through any technology or means other than those provided or expressly authorized by CPI;
(e) create any ChargePoint Services user account by automated means or under false or fraudulent pretenses, or impersonate another person or entity on ChargePoint, or obtain or attempt to obtain multiple keys for the same URL;
(f) reverse engineer, decompile or otherwise attempt to extract the source code of the ChargePoint Services or any part thereof, or any Charging Station, except to the extent expressly permitted or required by applicable law;
(g) create derivative works based on any CPI Property;
(h) remove, conceal or cover the CPI Marks or any other markings, labels, legends, trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for use in connection with Subscriber’s Charging Stations;
(i) use or permit use, by an act or omission, ChargePoint’s trademarks or other intellectual property in any manner that degrades, disparages or reflects adversely on ChargePoint or its business or reputation or that would be detrimental to the ChargePoint trademarks or their associated goodwill; (j) except as otherwise expressly permitted by this Agreement or in any applicable data sheet relating to a ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or ChargePoint Content, other than copying or framing on Subscriber’s own intranets or otherwise solely for Subscriber’s own internal business use and purposes;
(k) access ChargePoint, any ChargePoint Application or the ChargePoint Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or for any improper purpose whatsoever, includ ing, without limitation, in order to build a competitive product or service or copy any features, functions, interface, graphics or “look and feel;”
(l) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the ChargePoint Services or Content or collect information about ChargePoint users for any unauthorized purpose;
(m) upload, transmit or introduce any Malicious Code to ChargePoint or ChargePoint Services;
(n) use any of the ChargePoint Services if Subscriber is a person barred from such use under the laws of the United States, Canada, or of any other jurisdiction; or (o) use the ChargePoint Services to upload, post, display, transmit or otherwise make available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages, communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the Documentation.

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5.5 CONTENT.
(a) ChargePoint Content (including but not limited to Charging Station data and status) is provided for planning purposes only. Subscriber may find that various events may mean actual Charging Station conditions (such as availability or pricing) differ from what is set forth in the Content. In addition, certain Charging Station-related Content, including Charging Station name and use restrictions, is set by the Charging Station owner and is not verified by CPI. Subscriber should exercise judgment in Subscriber’s use of the Content.

(b) Certain Content may be provided under license from third parties and is subject to copyright and other intellectual property rights of such third parties. Subscriber may be held liable for any unauthorized copying or disclosure of such third party-supplied Content. Subscriber’s use of such Content may be subject to additional restrictions set forth in the Documentation. (c) Subscriber shall not copy, modify, alter, translate, amend, or publicly display any of the Content except as expressly permitted by the Documentation. Subscriber shall not present any portion of the Content in any manner, that would (i) make such Content false, inaccurate or misleading, (ii) falsify or delete any author attributions or labels of the origin or source of Content, or (iii) indicate or suggest that the Charging Station locations provided as part of the Content are anything other than ChargePoint® Network Charging Stations.

(d) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights notices (including copyright and trademark notices), warnings, links or other notifications that appear in the ChargePoint Service.

6. SUBSCRIPTION FEES AND PAYMENT TERMS.

6.1 SUBSCRIPTION FEES. If Subscriber is invoiced for the Services, Subscriber shall pay all Subscription Fees within thirty (30) days of its receipt of CPI’s invoice. All payments shall be made in U.S.

Dollars (or, if Subscriber is located in Canada, Canadian Dollars) by check, wire transfer, ACH payment system or other means approved by CPI or if applicable, as described in CPI’s credit card policy. Customer may not offset any amounts due to CPI hereunder against amounts due to Customer under this Agreement or any other agreement. Subscription fees payable to CPI do not include any Taxes imposed thereon, and Subscriber is responsible for any and all such Taxes. All such Taxes shall be set forth on the invoice provided by CPI to Subscriber; provided that, CPI’s failure to include any such Tax on an invoice shall not relieve Subscriber’s liability therefor. Except as otherwise set forth in this Agreement, all payment obligations under this Agreement are non- cancelable and non-refundable.

6.2 LATE PAYMENTS. Late payments shall be subject to a charge equal to the lesser of (i) one and one -half percent (1.5%) per month or (ii) the maximum rate permitted by law. Subscriber will reimburse CPI for attorneys’ fees and other expenses reasonably incurred by CPI in the collection of any late payments. If any amount owing by Subscriber under this Agreement is more than thirty (30) days overdue, CPI may, without otherwise limiting CPI’s rights or remedies, (a) terminate this Agreement, (b) suspend the use by Subscriber of the ChargePoint Services until such amounts are paid in full, and/or (c) condition future ChargePoint Service renewals and other Subscriber purchases on payment terms ot her than those set forth herein; provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed such charges and is cooperating diligently in good faith to resolve the dispute.

7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES.

7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to the CPI Property and any

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improvements thereto. No rights are granted to Subscriber in the CPI Property hereunder except as expressly set forth in this Agreement.

7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to (i) all Subscriber Marks and (ii) all Subscriber Content and Services (collectively, the “Subscriber Property”). No rights are granted to CPI in the Subscriber Property hereunder except as expressly set forth in this Agreement.

7.3 LIMITED LICENSE TO SUBSCRIBER. CPI hereby grants to Subscriber a royalty -free, non- assignable, non-transferable, and non-exclusive license to use the CPI Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on suc h use) to the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted herein.

7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non -assignable, non - transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for CPI to provide the ChargePoint Services. CPI may utilize the Subscriber Marks to advertise that Subscriber is using the ChargePo int Services. The foregoing license includes a perpetual and irrevocable right of CPI to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber Content and Ser vices submitted, posted or displayed by Subscriber in the ChargePoint Services, solely for the purpose of enabling CPI to operate, market and promote the ChargePoint Services, and to index and serve such Subscriber Content and Services as search results through ChargePoint Services. CPI shall have a royalty -free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate in the ChargePoint Services any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or Subscriber Rights Grantees relating to the ChargePoint Services.

7.5 ADDITIONAL TERMS REGARDING CPI MARKS.
(a) USE LIMITATIONS . Subscriber shall display the CPI Marks in connection with Subscriber Charging Stations as required in this Agreement during the term of Subscriber’s Cloud Plan.

Subscriber shall not use any of the CPI Marks for or with any products other than its Chargin g Stations.

From time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or elsewhere in the Documentation, and Subscriber shall thereafter comply with such updated guidelines. For any use of the CPI Mark not authorized by such guidelines, or if no such guidelines are provided, then for each initial use of the CPI Mark, Subscriber must obtain CPI’s prior written consent, which shall not be unreasonably withheld or delayed, and after such consent is obtained, Subscriber may use the CPI Mark in the approved manner. All use by Subscriber of CPI's Marks (including any goodwill associated therewith) will inure to the benefit of CPI.
(b) PROHIBITIONS. Subscriber shall not use or display any CPI Mark (or any likeness of a CPI Mark):
(i) as a part of the name under which Subscriber’s business is conducted or in connection with the name of a business of Subscriber or its Affiliates; (ii) in any manner that (x) implies a relationship or affiliation with CPI other than as described under the Agreement, (y) implies any sponsorship or endorsement by CPI, or (z) can be reasonably interpreted to suggest that any Subscriber Content and Services has been authored by, or represents the views or opinions of CPI or CPI personnel;

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(iii) in any manner intended to disparage CPI, ChargePoint, or the ChargePoint Services, or in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to CPI;
(iv) in any manner that violates any law or regulation; or

(v) that is distorted or altered in any way (including squeezing, stretching, inverting, discoloring, etc.) from the original form provided by CPI; or

(vi) on any Charging Station that, after ten (10) days’ written notice from ChargePoint, continues to malfunction or is otherwise improperly maintained in a manner that ChargePoint reasonably determines reflects poorly on ChargePoint or is likely to cause harm to ChargePoint’s brand, reputation or business . If any Charging Station continues to malfunction or is otherwise improperly maintained as such, in addition to any other remedies available to it under this Agreement or under applicable law, ChargePoint sha ll have the right to have the Charging Station not discoverable or visible by the general public, including but not limited to ChargePoint account holders, on any interface (e.g., mobile application) that accesses the ChargePoint Network.

(c) NO REGISTRATION OF CPI MARKS. Subscriber shall not, directly or indirectly, register or apply for, or cause to be registered or applied for, any CPI Marks or any patent, trademark, service mark, copyright, trade name, domain name or registered design that is substantially or confusingly similar to a CPI Mark, patent, trademark, service mark, copyright, trade name, domain name or registered design of CPI, or that is licensed to, connected with or derived from confidential, material or proprietary information imparted to or licensed to Subscriber by CPI. At no time will Subscriber challenge or assist others to challenge the CPI Marks (except to the extent such restriction is prohibited by law) or the registration thereof by CPI.
(d) REMOVAL OF CPI MARKS FROM SUBSCRIBER CHARGING STATIONS. If at any time Subscriber fails to comply with any of the prohibitions set forth in Section 7.5(b) or any restrictions set forth in Section 5.4, ChargePoint shall have the right, in addition to any other remedies available to it under this Agreement or under applicable law, upon five (5) days’ written notice to Subscriber, to itself or through a third -party representative, without notice to or additional permission from Subscriber, enter Subscriber’s premises for the purpose o f removing or covering any or all CPI Marks, which may include covering the Subscriber Charging Station in its entirety.

(e) TERMINATION AND CESSATION OF USE OF CPI MARKS. Upon termination of this Agreement, Subscriber will immediately discontinue all use and display of all CPI Marks.

8. LIMITATIONS OF LIABILITY.

8.1 DISCLAIMER OF WARRANTIES. CHARGEPOINT AND THE CHARGEPOINT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR SUBSCRIBER’S USE, WITHOUT WARRANTIES OF ANY KIND,

EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CPI DOES NOT WARRANT THAT (A) SUBSCRIBER’S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE FROM ERROR, OR MEET SUBSCRIBER’S REQUIREMENTS; (B) ALL CONTENT AND

OTHER INFORMATION OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE CH ARGEPOINT SERVICES WILL BE ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE CHARGEPOINT SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE CHARGEPOINT SERVICES IS OBTAINED AT SUBSCRIBER’S OWN DISCRETION AND RISK, AND SUBSCRIBER

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WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR OTHER

DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES . REGARDLESS OF WHETHER

ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL

CPI BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION,

LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUE NTIAL, INCIDENTAL OR PUNITIVE DAMAGES,

HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE

USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT SERVICES, THIS

AGREEMENT, A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES BY SUBSCRIBER NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.

8.3 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CPI nor Subscriber shall have any liability whatsoever to the other with respect to damages caused by: (i) electrical outages, power surges, brown -outs, utility load management or any other similar electrical service interruptions, whatever the cause; (ii) interruptions in wireless or cellular service linking Charging Stations to ChargePoint; (iii) interruptions attributable to unauthorized ChargePoint Network intrusions; (iv) interruptions in services provided by any Internet service provider not affiliated with CPI; or (v) the inability of a Charging Station to access ChargePoint as a result of any change in product offerings (including, without limitation, the any network upgrade or introduction of any “next generation” services) by any wireless or cellular carrier. This includes the loss of data resulting from such electrical, wireless, cellular or Internet service interruptions.

8.4 LIMITATION OF LIABILITY. CPI’s aggregate liability under this Agreement shall not exceed aggregate Subscription Fees paid by Subscriber to CPI in the twelve (12) calendar months prior to the event giving rise to the liability.

8.5 CELLULAR CARRIER LIABILITY. IN ORDER TO DELIVER THE CHARGEPONT SERVICES, CPI

HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS (THE “UNDERLYING CARRIER”). SUBSCRIBER HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING

CARRIER AND SUBSCRIBER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CPI AND THE UNDERLYING CARRIER. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE UNDERLYING CARRIER

HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. SUBSCRIBER AGREES TO INDEMNIFY AND HOLD

HARMLESS THE UNDERLYING CARRIER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND

ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROP ERTY

DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION

WITH USE, FAILURE TO USE, OR INABILITY TO USE THE WIRELESS SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING CARRIER’S GROSS NEGLIGENCE OR WILLFUL MI SCONDUCT. THIS INDEMNITY WILL SURVIVE THE TERMINATION OF THE AGREEMENT. SUBSCRIBER HAS NO PROPERTY

RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER CAN BE CHANGED. SUBSCRIBER UNDERSTANDS THAT CPI AND THE UNDERLYING CARRIER CANNOT GU ARANTEE

THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE CHARGEPOINT SERVICES.

8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW THE

LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR THE DISCLAIMER OF IMPLIED WARRANTIES AS SET FORTH IN THIS SECTION 8, ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES, CPI’S LIABILTY AND/OR IMPLIED WARRANTIES

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GRANTED IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. TERM, RENEWAL AND TERMINATION.

9.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date and shall continue until the expiration of all of Subscriber’s Cloud Plans.

9.2 CLOUD PLAN TERM. Each Cloud Plan acquired by Subscriber shall commence as follows:

Each Cloud Plan acquired for use with a new Charging Station will commence on ninety (90) days from the date the subscription plan is invoiced. Upon expiration of the original term, this Agreement will renew automatically for the successive term originally purchased at the list price applicable thereto, subject to increases and Subscriber’s right to terminate below. Should the renewal be cancelled and subsequently be requested to be reinstated by Subscriber, reinstatement will be subject to the payment of Subscription Fees for any lapse period plus reasonable reinstatement fee . If, however, at any time after the original term Subscriber wishes to terminate a Cloud Plan that has been automatically renewed, Subscriber may do so by providing CPI thirty (30) days’ written notice of cancellation and CPI will issue Subscriber a pro-rata refund of any funds paid for periods from the effective date of cancellation to the end of the auto-renewed term. Notwithstanding the foregoing, there shall no pro-rata refunds allowed on automatic renewals for plans of multiple years. Renewals of Cloud Plans will commence on the date of the expiration of the Subscription being renewed. Each Subscriber Cloud Plan shall continue for the applicable duration thereof, unless this Agreement is te rminated earlier in accordance with its terms. If Subscriber has elected or is required, as the case may be, to pay by credit card as provided in this Agreement or if applicable, as described in CPI’s credit card policy, the renewal will be charged to Subscriber’s payment method (credit card) on file, which may include any payment method automatically updated by Subscriber’s issuing bank.

If Subscriber’s credit card is declined, invalid, or payment is not made by the issuer of Subscriber’s credit card on Subscriber’s Subscription Date, without further notice CPI reserves the right to automatically recharge the payment method until payment is received, the payment method is updated, or the Service is discontinued for nonpayment.

9.3 TERMINATION BY CPI.
(a) This Agreement may be immediately terminated by CPI: (i) if Subscriber is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days (or within five (5) days in the case of any payment default) of Subscriber’s receipt of written notice thereof; (ii) Subscriber becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors; (iii) upon the determination by any regulatory body that the subject matter of this Agreement is subject to any governmental regulatory authorization or review that imposes additional costs of doing business upon CPI; or (iv) as otherwise explicitly provided in this Agreement. Regardless of whether Subscriber is then in breach, CPI may, in its reasonable discretion, determine that it will not accept any renewal by Subscriber of its subscription to ChargePoint Services. In such case, this Agreement shall terminate upon the later of the expiration of all of Subscriber’s subscriptions to ChargePoint Services. (b) CPI may in its discretion suspend Subscriber’s continuing access to the ChargePoint Services or any portion thereof if (A) Subscriber has breached any provision of this Agreement, or has acted in manner that indicates that Subscriber does not intend to, or is unable to, comply with any provision of this Agreement; (B) such suspension is required by law (for example, due to a change to the law governing the provision of the ChargePoint Services); or (c) providing the ChargePoint Services to Subscriber could create a security risk or material technical burden as reasonably determined by CPI.

9.4 TERMINATION BY SUBSCRIBER.

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This Agreement may be immediately terminated by Subscriber without prejudice to any other remedy of Subscriber at law or equity: (i) if CPI is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof, (ii) CPI becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors, or (iii) upon providing thirty (30) days prior written notice.

9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for cause by Subscriber pursuant to Section 9.4(i)or by CPI pursuant to Section 9.3(a)(iii), CPI shall refund to Subscriber a pro-rata portion of any pre-paid Subscription Fees based upon the remaining Cloud Plan term. Upon any termination for any other reason, Subscriber shall not be entitled to any refund of any Subscription Fees as a result of such termination. Except as otherwise set forth in this Agreement, in no event shall any termination relieve Subscriber of any unpaid Subscription Fees due CPI for the Cloud Plan term in which the termination occurs or any prior Cloud Plan term.

9.6 SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CPI, limitations of liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by their nature or terms are intended to survive the termination of this Agreement will remain in full force and effect as between the Parties hereto regardless of the termination of this Agreement.

10. INDEMNIFICATION. Subscriber hereby agrees to indemnify, defend and hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by such indemnified parties resulting from or arising out of Subscriber’s actual or alleged use (directly, or through a grantee of Rights by Subscriber) of the ChargePoint Services, ChargePoint or Subscriber Content and Services. Subscriber will cooperate as fully as reasonably required in the defense of any claim. CPI reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Subscriber.

11. GENERAL.

11.1 AMENDMENT OR MODIFICATION. CPI reserves the right to modify this Agreement from time to time. CPI will provide notice of each such modification to Subscriber. Subscriber’s continued use of the ChargePoint Services following such notice will constitute an acceptance of the modified Agreement.

11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.

11.3 FORCE MAJEURE. Except with respect to payment obligations, neither CPI nor Subscriber will be liable for failure to perform any of its obligations hereunder due to causes beyond such party’s reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake or other natural disa ster (irrespective of such Party’s condition of any preparedness therefore); war, embargo; riot; strike; labor action; any lawful order, decree, or other directive of any government authority that prohibits a Party from performing its obligations under this Agreement; material shortages; shortage of transport; and failures of suppliers to deliver material or components in accordance with the terms of their contracts.

11.4 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION. The ChargePoint entity entering into this Agreement, the address to which Subscriber should direct notices under this Agreement,

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the governing law, and place of jurisdiction, shall be determined according to where the Subscriber is domiciled:

If Subscriber is
domiciled in:

The CPI Entity
entering into
this Agreement
is:

Notices should
be addressed to:

Governing law
is:

Place of
jurisdiction:

Forum:

Judicial
Arbitration and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British Columbia
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda
Ave
Campbell, CA
95008
British Columbia
and controlling
Canadian federal
law
Vancouver,
British Columbia,
Canada
ADR Institute of
Canada

This Agreement, and any disputes related to this Agreement, will be governed by the applicable Governing Laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Except with respect to any matter relating to Subscriber’s violation of the intellectual property rights of CPI, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex co mmercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CPI, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.

Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

11.5 NOTICE REGARDING CLAIMS TO REGULATORY COMPLIANCE MECHANISMS . The use of certain ChargePoint Charging Stations may be eligible to generate clean fuels credits, low -carbon fuel standard credits, renewable fuels credits, emissions reduction units, carbon offsets, allowances,

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renewable fuel and/or obligation certificates, or similar regulatory compliance instruments, collectively (“Regulatory Compliance Mechanisms”), used to comply with applicable federal, state, provincial, international or regional emissions, low-carbon fuel, and/or renewable fuel compliance programs. CPI and Subscriber may be eligible to claim title to Regulatory Compliance Mechanisms, however, only one Party can claim title. Should Subscriber choose to claim regulatory title, assuming Subscriber may be eligible to do so, Subscriber must opt-in to the applicable program and fulfill all ongoing administrative and reporting obligations required of program participants, including recurring verification and/or auditing requirements. CPI intends to claim title to applicable Regulatory Compliance Mechanisms, assuming CPI may be eligible to do so; however, CPI will not claim title to specific Regulatory Compliance Mechanisms that Subscriber has opted to claim. Subscriber agrees that it will provide CPI with written notice of its intent to claim specific Regulatory Compliance Mechanisms within ten (10) days of the Effective Date. If Subscriber does not currently intend to claim regulatory title, but desires to do so at any time in the future, Subscriber may, by provid ing written notice to CPI, elect to claim title to Regulatory Compliance Mechanisms resulting from the use of ChargePoint Charging Stations thirty (30) days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absen ce of providing written notice, Subscriber will not claim any Regulatory Compliance Mechanisms and hereby designates that right to CPI. All notices shall be provided by email to CPI at [email protected].

11.6 NOTICE REGARDING RIN DATA. For Subscriber’s located in the United States, CPI will participate in an application to the U.S. Environmental Protection Agency (“EPA”) to permit vehicle charging data (“Charging Data”) collected by CPI from centrally networked charging stations to be utilized in a process to generate Renewable Identification Numbers (“RIN)” under the Renewable Fuel Standard.

CPI must establish its exclusive right to utilize the Charging Data and the associated environmental attributes underlying the charging events represented by the Charging Data (Charging Data and such environmental attributes referred to collectively as, the “RIN Data”) for the purposes of RIN generation.

Subscriber confirms that it will not pursue utilizing RIN Data for the purposes of RIN generation and that, as between Subscriber and CPI, CPI has the exclusive right to use the RIN Data for the purpose of RIN generation.

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 electr onic mail to [email protected].

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

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successors and permitted assigns. CPI may assign its rights and obligations under this Agreement.

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 Cloud Plan, th e number of Charging Stations for which such Cloud Plan is ordered, the term of such Cloud Plans and applicable Subscription Fees. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and any purchase order, the Agreement shall prevail.

Notwithstanding any language to the contrary therein, no terms or conditions stated in any other documentation shall be incorporated into or form any part of this Agreement, and all such purported terms and conditions shall be null and void.

11.13 COPYRIGHT POLICIES. It is CPI's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

11.14 THIRD PARTY RESOURCES . The ChargePoint Services may include hyperlinks to other websites or resources. CPI has no control over any web sites or resources that are provided by companies or persons other than CPI. Subscriber acknowledges and agrees that CPI is not responsible for the availability of any such web sites or resources, CPI does not endorse any advertising, products or other materials on or available from such web sit es or resources, and CPI is not liable for any loss or damage that may be incurred by Subscriber as a result of any reliance placed by Subscriber on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources.

11.15 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document.

11.16 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with a translation of the English language version of this Agreement, Subscriber agrees that the translation is provided for Subscriber’s convenience only and that the English language version of this Agreement governs Subscriber’s relationship with CPI. If there is any conflict between the English language version of this Agreement. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

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EXHIBIT 1

FLEX BILLING TERMS

This Exhibit sets forth certain additional terms and conditions (“Flex Billing Terms”) pursuant to which Subscriber may charge Users fees for the use of Subscriber’s Charging Stations. In order to charge such fees, Subscriber must subscribe to a Cloud Plan that includes CPI’s management, collection and/or processing services related to such fees (“Flex Billing”).

1. DEFINITIONS. The following additional defined terms shall apply to these Flex Billing Terms:

1.1 “CPI Fees” means a fee, currently equal to ten percent (10%) of Session Fees, charged for a particular Session. CPI Fees are charged by CPI in exchange for its collection and processing of Session Fees on behalf of Subscriber. CPI will provide Subscriber with thirty (30) days prior written notice (which may include, without limitation, noti ce provided by CPI through its regular newsletter to Subscriber) of any increase in CPI Fees.

1.2 “Net Session Fees” means the total amount of Session Fees collected on behalf of the Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users in connection with the use of Charging Stations. Except as required by law, Subscriber s hall be responsible for the payment of all Taxes incurred in connection with use of Subscriber’s Charging Stations.

1.3 “Session” or “Charging Session” means the period of time during which a User uses Subscriber’s Charging Station to charge his or her electric vehicle for a continuous period of time not less than two (2) minutes commencing when a User has accessed such Charging Station and ending when such User has terminated such access.

1.4 “Session Fees” means the fees set by the Subscriber for a Charging Session, inclusive of any applicable Taxes.

2. FLEX-BILLING SERVICE FOR CHARGING STATIONS.

2.1. SESSION FEES. Subscriber shall have sole authority to determine and set Session Fees.

Subscriber shall be solely responsible for determining and charging Session Fees in compliance with all applicable laws and regulations (including without limitation any restriction on Subscriber’s use of per - kWh pricing). Subscriber acknowledges that CPI is not responsible for informing Subscriber of applicable laws or changes thereto, and CPI will not be liable to Subscriber or any third party for any alleged or actual failure of Subscriber to comply with such applicable laws and regulations.

2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf of the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected: (i) CPI Fees and (ii) to the extent required by Section 3, applicable Taxes.

2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. Unless directed otherwise by Subscriber in writing (email will be sufficient) or electronic form, CPI will remit Net Session Fees to Subscriber, not less than monthly , provided that the amount due to Subscriber hereunder is at least fifty U.S. dollars (50) (or, if Subscriber is located in Canada fifty Canadian dollars). Notwithstanding, the foregoing, CPI shall remit any unpaid Net Session Fees, regardless of the amount, to Subscriber at least annually, unless directed otherwise by Subscriber in writing (email will be sufficient) or electronic form, and within thirty (30) days of the expiration or termination

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of this Agreement. All payments shall be made by electronic payment. In order to facilitate such payments, Subscriber agrees to maintain Subscriber’s current bank information , into Subscriber’s ChargePoint Services (customer facing portal), to enable electronic remittance of the Net Session Fees. If the Subscriber requests payment in a manner other than electronic payment (e.g., check), Subscriber agrees to bear the reasonable costs related to such request.

3. TAXES. If applicable, Subscriber is responsible for setting pricing on a Tax -inclusive basis. CPI is not responsible for remittance of any Taxes on behalf of Subscriber and Subscriber shall be responsible to report and remit any and all applicable Taxes assessable based on Charging Sessions whether state, federal, provincial or otherwise; provided that CPI is solely responsible for all Taxes assessable based on CPI’s income, property and employees. Where CPI is required by law to collect and/or remit the Taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to Subscriber and deducted by CPI from Session Fees, unless Subscriber has otherwise provided CPI with a valid tax or regulatory exemption certificate or authorization from the appropriate taxing or regulatory authority.

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EXHIBIT 2

API TERMS

This Exhibit sets forth certain additional terms and conditions (“API Terms”) governing Subscriber’s use of the APIs in connection with Subscriber’s use of the ChargePoint Services. The API Terms are part of the Agreement, and all such use of the APIs remains subject to the Agreement terms.

1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply to the API Terms.

1.1 "API Implementation" means a Subscriber software application or website that uses any of the APIs to obtain and display Content in conjunction with Subscriber Content and Services.

1.2 “API Documentation” means all Documentation containing instructions, restrictions or guidelines regarding the APIs or the use thereof, as amended and/or supplemented by CPI from time to time.

1.3 “CPI Site Terms” means the Terms and Conditions displayed on CPI’s website, governing use of CPI’s website and the ChargePoint Services by visitors who are not Cloud Plan subscribers.

2. API USE. Subscriber may use the APIs as and to the extent permitted by Subscriber’s Cloud Plan and the API Documentation, subject to the terms and conditions of the Agreement.

2.1 AVAILABLE APIs AND FUNCTION CALLS. The APIs give Subscriber access to information through a set of function calls. The particular APIs and API function calls made available by CPI from time to time (and the Content available through such APIs and function calls) will be limited by Subscribe r’s Cloud Plan, and Subscriber’s particular Cloud Plan may not include all APIs and function calls then available from CPI.

2.2 USE AND DISPLAY OF CONTENT. Subscriber is permitted to access, use and publicly display the Content with Subscriber Content and Services in Subscriber’s API Implementation, subject to the following requirements and limitations.
(a) All Charging Station locations provided to Subscriber as part of the Content shall be clearly identified by Subscriber in Subscriber’s API Implementation as ChargePoint ® Network Charging Stations and shall contain the Brand Identifiers required by the API Documentation. In no event shall Subscriber’s API Implementation identify or imply that any Charging Station is a part of any network of charging stations other than ChargePoint.

(b) Subscriber shall keep the Content used by Subscriber’s API Implementation current with Content obtained with the APIs to within every forty eight (48) hours.

(c) Content provided to Subscriber through the APIs may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of CPI’s business partners and/or other third party rights holders of Content indexed by CPI, which may not be deleted or altered in any manner.

(d) Subscriber shall not:

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5.30.24 Version

(i) pre-fetch, cache, or store any Content, except that Subscriber may store limited amounts of Content for the purpose of improving the performance of Subscriber’s API Implementation if Subscriber does so temporarily, securely, and in a manner that does not permit use of the Content outside of the ChargePoint Service;

(ii) hide or mask from CPI the identity of Subscriber’s service utilizing the APIs, including by failing to follow the identification conventions listed in the API Documentation; or

(iii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

2.3 REQUIRED INFORMATION. Subscriber must:

(a) display to all viewers and users of Subscriber’s API Implementation the link to the CPI Site Terms and Conditions as presented through the ChargePoint Services or described in the Documentation;

(b) explicitly state in the use terms governing Subscriber’s API Implementation that, by using Subscriber’s API Implementation, such viewers and users are agreeing to be bound by the CPI Site Terms; and

(d) comply with all applicable laws designed to protect the privacy and legal rights of users of Subscriber’s API Implementation.

2.4 REPORTING. Subscriber must implement reporting mechanisms, if any, that CPI requires in the API Documentation.

3. CPI BRANDING REQUIREMENTS AND RESTRICTIONS.

3.1 MANDATORY CPI BRANDING. Subject to Section 3.2 below and the restrictions on use of CPI Marks set forth in the Agreement, Subscriber agrees that each page comprising Subscriber’s API Implementation will include a ChargePoint logo and will state that Subscriber’s application or we bsite is provided, in part, through the ChargePoint Services.

3.2 RESTRICTIONS. Subscriber shall not:

(a) display any CPI Mark as the most prominent element on any page in Subscriber’s API Implementation or Subscriber’s website (except as used in connection with the display of Charging Stations); or

(b) display any CPI Mark anywhere in Subscriber’s API Implementation or on Subscriber’s website if Subscriber’s API Implementation or website contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty -one (21) years of age.

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5.30.24 Version

EXHIBIT 3

TERMS REGARDING GRANTING OF RIGHTS

This Exhibit sets forth certain additional terms and conditions applicable to Rights Grantors and Rights Grantees regarding the granting of Rights (“Rights Terms”). The Rights Terms are part of the Agreement, and all use of the ChargePoint Services permitted pursuant to the Rights Terms remains subject to the Agreement.

1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply.

1.1 “Rights Grantor” means Subscriber.

1.2 “Rights Grantee” means any person to whom Subscriber has granted Rights. For purposes of this Agreement, a Subscriber shall be deemed to have granted Rights to the entity assisting Subscriber with creating its account and initiating Subscriber’s access to Services.

2. TERMS. This Section governs Subscriber’s granting of Rights as a Rights Grantor.

2.1 LIMITED RIGHTS. A Rights Grantee’s right to access and use the ChargePoint Services for and on behalf of a Rights Grantor is limited to the specific Rights granted by such Rights Grantor to such Rights Grantee. Such Rights may be limited according to the Cloud Plan(s) subscribed to by Subscriber. Subscriber may revoke Rights, or any portion thereof, it has granted to a Rights Grantee at will and such Rights will thereafter by terminated with respect to such Rights Grantee. In no event may Subscriber grant Rights in excess of those provided to it through the Cloud Plan(s) to which it has subscribed.

2.2 RESPONSIBILITY FOR AUTHORIZED USER. All use of the ChargePoint Services by a Rights Grantee exercising Rights granted by Subscriber shall be subject to the terms and conditions of the Agreement (including without limitation Subscriber’s indemnification obligation pursuant to Section 10 thereof).

Subscriber shall be responsible for the actions, omissions, or performance of such Rights Grantee while exercising any such Rights, as if such action, omission or performance had been committed by Subscriber directly.

2.3 NO AGREEMENT. Subscriber acknowledges and agrees that the ChargePoint Services merely enable a Rights Grantor to extend Rights to Rights Grantees. The mere extension of such Rights by a Rights Grantor to a Rights Grantee does not constitute an agreement between Rights Grantor and the Rights Grantee with respect to the granted Rights or the exercise of such Rights by the Rights Grantee. CPI does not, either through the terms of the Agreement or the provision of ChargePoint Services undertake to provide any such agreement. It is the responsibility of the Rights Grantor and the Rights Grantee to enter into such an agreement on terms mutually acceptable to each. CPI expressly undertakes no liability with respect to such an agreement and Rights Grantor fully and unconditionally releases CPI from any liability arising out of such an agreement.

Further Rights Grantor agrees to indemnify and hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by such indemnified parties resulting from or arising out of such agreement. 1 [Last Revised 07.19.2023]

CHARGEPOINT API SERVICES TERMS AND CONDITIONS

1. Services. These ChargePoint API Services Terms and Conditions (the “API General Terms ”) apply to the provision of services by ChargePoint, Inc. (“ ChargePoint”) in connection with the implementation and integration of ChargePoint Technology (defined below) with systems operated by a ChargePoint customer (“Customer”). The ChargePoint API Onboarding Services Terms and Conditions (defined below) govern the provision of API Onboarding Services (defined below) by ChargePoint to Customer . The ChargePoint API Support Terms and Conditions (defined below) govern the provision of API Support (defined below) by ChargePoint to Customer. The scope of these API General Terms is limited to API Onboarding Services and API Support (collectively, the “API Services ”) and does not include other services (e.g., ChargePoint Cloud Plans) offered by ChargePoint.

2. Warranty; Other Disclaimers. ChargePoint will use commercially reasonable efforts to provide the following services in a professional manner to Customer: (a) the API Onboarding Services pursuant to the ChargePoint API Onboarding Services Terms and Conditions, and /or (b) API Support pursuant to the ChargePoint API Support Terms and Conditions. THIS IS THE FULL EXTENT OF WARRANTIES PROVIDED UNDER

THE CHARGEPOINT API ONBOARDING SERVICES TERMS AND CONDITIONS AND THE CHARGEPOINT API SUPPORT TERMS AND CONDITIONS, RESPECTIVELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE API SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, IS INCLUDED OR INTENDED BY THE CHARGEPOINT

API ONBOARDING AND SUPPORT TERMS (DEFINED BELOW) OR THESE API GENERAL TERMS, OR IN ANY PROPOSAL, CONTRACT, REPORT, OR

OTHER DOCUMENT IN CONNECTION WITH THE API SERVICES, AND CHARGEPOINT SPECIFICALLY DISCLAIMS ALL OTHER SUCH WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

3. Fees; Payment; Taxes. Customer shall p ay ChargePoint the fees for the API Services set forth in the applicable ChargePoint quotation document (or other ChargePoint ordering document). In addition to the fees for the API Services, Customer will reimburse ChargePoint for any out-of-pocket expenses reasonably incurred by ChargePoint, as requested by Customer, in connection with the performance of the API Services. Unless otherwise stated in the ChargePoint quotation document or the ChargePoint API Onboarding and Support Terms, Customer’s payment terms for fees and expenses shall be net thirty (30) days from the invoice date. Customer shall pay all applicable sales, use, excise, value added and other taxes, if any, associated with Customer’s receipt of the API Services, excluding taxes on ChargePoint's income. All payment obligations under the ChargePoint API Onboarding and Support Terms are non-cancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month, or (ii) the maximum rate permitted by law. If any amount owing by Customer is more than thirty (30) days overdue, ChargePoint may, without otherwise limiting ChargePoint’s rights or remedies, (a) terminate the ChargePoint API Onboarding Services Terms and Conditions and/or the ChargePoint API Support Terms and Conditions, as applicable, and/or (b) refuse to provide API Services until ChargePoint has received payment in full.

4. Confidentiality. ChargePoint and Customer each agrees (a) not to use the other party’s information disclosed pursuant to the ChargePoint API Onboarding and Support Terms that is either identified as “confidential” or “proprietary” at the time of disclosure or that should reasonably be considered to be confidential or proprietary due to its nature or the context of its disclosure (“Confidential Information”), except in the perf ormance of, or as authorized by, the ChargePoint API Onboarding Services Terms and Conditions or the ChargePoint API Support Terms and Conditions , as applicable, and (b) not to disclose or otherwise make available such information to third parties without the other party’s prior written consent. The receiving party may disclose the other party’s Confidential Information if required to do so by a court or government agency ; provided, that (to the extent legally permitted) the receiving party will provide the disclosing party with reasonable prior notice of such disclosure and will provide the disclosing party with an opportunity to obtain a protective order or confidential treatment for such Confidential Information. Confidential Information does not include any information that : (i) is or becomes publicly available without breach of any obligation owed to the disclosing party , (ii) was already known by the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party , (iii) was independently developed by the receiving party, or (iv) the receiving party rightfully obtains from a third party without restrictions on use and disclosure. The disclosing party shall retain all right, title and interest to its Confidential Information and no license to any intellectual property right is either granted or implied by any disclosure of Confidential Information. Confidential Information will be destroyed or returned to the disclosing party at its request or upon the termination or expiration of th e ChargePoint API Onboarding and Support Terms ; provided, that the par ties are not required to delete copies maintained pursuant to automatic back-up or archiving systems (which shall remain subject to confidentiality obligations).

5. Intellectual Property Rights. ChargePoint shall own all right, title, and interest in and to the ChargePoint Technology, including any guidelines, solutions or other items provided by ChargePoint in connection with the ChargePoint API Onboarding and Support Terms . No license to the ChargePoint Technology is granted to Customer under the ChargePoint API Onboarding and Support Terms or these API General Terms, and no other licenses or rights to a party’s intellectual property are granted under the ChargePoint API Onboarding and Support Terms or these API General Terms by implication, estoppel or otherwise. Neither party shall use trademarks or logos of the other party without the prior written consent of the other party.

6. Limitation of Liability. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN

NO EVENT WILL CHARGEPOINT BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF

CAPITAL, OR FOR SPECIAL, INDIRECT, CO NSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE

THEORY OF LIABILITY OR OTHERWISE BASED ON ANY EXPRESS, IMPLIED OR CLAIMED WARRANTIES NOT SPECIFICALLY SET FORTH IN THESE API GENERAL TERMS . IN NO EVENT SHALL CHARGEPOINT’S AGGREGATE LIABILITY UNDER THE CHARGEPOINT API ONBOARDING SERVICES

TERMS AND CONDITIONS EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THE CHARGEPOINT API ONBOARDING SERVICES TERMS AND 2 CONDITIONS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE L IABILITY. IN NO EVENT SHALL CHARGEPOINT’S

AGGREGATE LIABILITY UNDER THE CHARGEPOINT API SUPPORT TERMS AND CONDITIONS EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THE CHARGEPOINT API SUPPORT TERMS AND CONDITIONS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

7. Term and Termination. The ChargePoint API Onboarding Services Terms and Conditions and the ChargePoint API Support Terms and Conditions will terminate in accordance with their respective terms. In addition, they may be terminated by Customer as set forth in Section 9 of these API General Terms. Except as expressly set forth in the ChargePoint API Onboarding and Support Terms, C ustomer will not be entitled to any refund of any fees paid.

8. Miscellaneous. ChargePoint is an independent contractor and shall not be deemed an employee or agent of Customer. The terms of the ChargePoint API Onboarding Services Terms and Conditions or the ChargePoint API Support Terms and Conditions constitute the complete agreement between ChargePoint and Customer regarding their respective subject matter and supersede all prior agreements and discussions between the parties with respect to such subject matter . Any additional terms contained on Customer’s ordering instrument or any terms and conditions stated on any other Customer documents shall be of no force or effect. In the event of conflict between the terms of the ChargePoint API Onboarding and Support Terms and any other document, the terms of the ChargePoint API Onboarding and Support Terms shall control. All sections of the ChargePoint API Onboarding and Support Terms which by their nature should survive termination shall survive the termination of the ChargePoint API Onboarding and Support Terms. The ChargePoint API Onboarding and Support Terms shall be governed by the laws of the State of California for customers located in the United States , and the laws of British Columbia and controlling Canadian feder al law for customers located in Canada . The parties shall comply with all applicable state, national and foreign laws and regulations. In case any one or more of the provisions contained in the ChargePoint API Onboarding and Support Terms should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby. The waiver by either party of any default or breach of the ChargePoint API Onboarding an d Support Terms shall not constitute a waiver of any other or subsequent default or breach. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by fire, flood, earthquake, governmental acts or orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.

9. Amendment. ChargePoint may, from time to time, make revisions to or amend the terms of these API General Terms (“Revisions”).

Revisions will be effective immediately, except that material Revisions will be effective 30 days after posting the Revisions. If Customer does not agree to the Revisions, then Customer must provide written notification of its intent to discontinue the use of the API Services. The ChargePoint API Onboarding and Support Terms will terminate upon ChargePoint’s receipt of such written notification.

10. FOR CUSTOMERS IN THE PROVINCE OF QUEBEC, CANADA ONLY. Customer confirms having first been presented with and given the opportunity to examine a version of these API General Terms in French. The parties have expressly required that these API General Terms and all related documents, including notices and other communic ations, be drawn up in English exclusively. Le client confirme avoir préalablement reçu et avoir eu l’opportunité de réviser une version en français des conditions générales d’API. Les parties ont expressément exigé que les conditions générales d’API ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais exclusivement.

11. Definitions

11.1 “API Onboarding Services ” means services provided by ChargePoint to support Customer’s ChargePoint API integration, including providing assistance with onboarding for desired features and use cases, setup of test accounts, testing and initial troubleshooting of ChargePoint API endpoints, as set forth in the ChargePoint API Onboarding Services Terms and Conditions.

11.2 “API Support” means the annual support services provided by ChargePoint to support customers who have completed implementation of ChargePoint APIs and have access to the API Services for post -onboarding troubleshooting of API issues , as set forth in the ChargePoint API Support Terms and Conditions.

11.3 “ChargePoint API(s)” means, individually or collectively, the application programming interfaces which are made available to Customer under Customer’s ChargePoint Master Services and Subscription Agreement with ChargePoint , as and when updated by ChargePoint from time to time.

11.4 “ChargePoint API Onboarding and Support Terms” means the ChargePoint API Onboarding Services Terms and Conditions and the ChargePoint API Support Terms and Conditions.

11.5 “ChargePoint API Onboarding Services Terms and Conditions ” means the document titled “ChargePoint API Onboarding Terms and Conditions” executed by Customer which references and incorporates by reference these API General Terms.

11.6 “ChargePoint API Support Terms and Conditions ” means the document titled “ChargePoint API Support Terms and Conditions” executed by Customer which references and incorporates by reference these API General Terms.

11.7 “ChargePoint Technology ” means ChargePoint APIs and associated documentation and tools, and other proprietary items of ChargePoint made available by ChargePoint under the ChargePoint API Onboarding and Support Terms.

CHARGEPOINT DEPLOYMENT AND CONSULTING SERVICES TERMS AND CONDITIONS

1. Services. This ChargePoint Deployment and Consulting Services Terms and Conditions (“Agreement”) governs the provision of Services (defined below) by ChargePoint, Inc. (“ChargePoint”) to customer. The Services are complete when inspections conclude with no critical non-conformities found and the charging stations are ready for activation. The scope of this Agreement is for the Services only and does not include other services offered by ChargePoint (e.g., ChargePoint Cloud Plans) . The term “Services” shall mean the services (each, a “Service”) provided to customer , as further described in the applicable ChargePoint Scope and Terms document (“Scope and Terms”) provided at https://www.chargepoint.com/legal/deployment-consulting-services (as may be amended from time to time by ChargePoint).

2. Warranty; Other Disclaimers. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THIS IS THE FULL EXTENT OF WARRANTIES PROVIDED BY CHARGEPOINT UNDER THIS AGREEMENT AND THE APPLICABLE SCOPE AND TERMS. NO OTHER

CHARGEPOINT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSOR IMPLIED, IS INCLUDED OR INTENDED BY THIS

AGREEMENT, THE APPLICABLE SCOPE AND TERMS, OR IN ANY PROPOSAL, CONTRACT, REPORT, STATEMENT OF WORK OR OTHER

DOCUMENT IN CONNECTION WITH THE SERVICES THAT IS PROVIDED BY CHARGEPOINT, AND CHARGEPOINT SPECIFICALLY DISCLAIMS

ALL OTHER SUCH WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

3. Fees; Payment; Taxes. Customer shall pay ChargePoint the fees for the Services as set forth in the attached purchase order (or other ChargePoint ordering document). Customer payment terms shall be net thirty (30) days from the invoice date. Customer shall pay all applicable sales, use, excise, value added and other taxes, if any, associated with customer’s receipt of the Services, excluding taxes on ChargePoint's income. All orders and payments are non-cancelable and non-refundable.

4. Customer Responsibilities. Customer agrees to: (i) provide reasonable access to ChargePoint or its designee as necessary for the performance of ChargePoint’s obligations , including access to customer’s requisite personnel to address the Service required; (ii) promptly provide accurate and complete information as requested by ChargePoint in connection with the provision of any Servic e, (iii) maintain the premises in accordance with all applicable laws, regulations and rules; (i v) keep the areas in which electric vehicle (“EV”) charging station(s) are located in a clean, safe and orderly condition, to at least the same standard as customer customarily uses to maintain the remainder of customer’s premises; and (v) promptly notify ChargePoint in writing of any suspected defect with a charging station(s).

5. Confidentiality. Each party agrees not to use the other party’s confidential and proprietary information (“Confidential Information”) except in the performance of the Services or as authorized by this Agreement, and not to disclose or otherwise make available such information to third parties without the other party’s prior written consent. Confidential Information does not include: (i) information that was publicly available a t the time of disclosure or that subsequently becomes publicly available other th an by a breach of this provision, (ii) information already known by the receiving party independent of the Confidential Information as evidenced by written records, (iii) information developed by the receiving party independent of the Confidential Information, and (iv) information that the receiving party rightfully obtains without restrictions on use and disclosure. Confidential Information shall remain the excl usive property of the disclosing party and no intellectual property right is licensed, granted or otherwise transferred by this Section 5 or any disclosure of Confidential Information to the receiving party.

6. Intellectual Property Rights.

(i) “Customer IP” means customer’s pre-existing or independently developed intellectual property rights. (ii) “ChargePoint IP” means (a) ChargePoint’s pre -existing or independently developed intellectual property rights, (b) ChargePoint’s templates and tools used to provide Services, ( c) ideas, concepts, techniques , models, and know -how created or co -created or developed or co-developed by ChargePoint during or in connection with the performance of Services , (d) all reports, evaluations, findings, data and reports provided by ChargePoint to customer in the performance of Services (collectively, “Materials”), an d (e) all intellectual property rights in the foregoing or in any derivative works of the foregoing; provided, that ChargePoint IP e xcludes any Customer IP incorporated in the Materials.
(iii) As between the parties, (a) customer owns all right, title and interest in and to the Customer IP, and (b) ChargePoint owns all right, title and interest in and to the ChargePoint IP. Neither party is granted any right, title nor interest in the other party’s pre -existing intellectual property rights, either express or implied, under th is Agreement. Each party reserves all rights not specifically granted to the other party under this Agreement or in the applicable Scope and Terms , and no licenses or other rights to a party’s intellectual property rights are granted by implication, estoppel or otherwise. Neither party shall use trademarks or logos of the other party, for the provision of the Services or otherwise, without the prior written consent of the other party. (iv)Notwithstanding the above provisions in this Section 6 , ChargePoint shall have the right to use , reproduce, and disclose the Materials (without attribution to customer) . ChargePoint shall be free to provide material similar to the Materials to third parties whose needs may be similar to customer’s requirements, without violating its confidentiality obligations hereunder to customer.

7. Feedback. “Feedback” shall mean any feedback, comments, suggestions or other input provided by customer in connection with the Services. Customer shall be under no obligation to provide Feedback and shall not provide any Feedback that violates the rights of any third party. C ustomer hereby grants to ChargePoint a non -exclusive, perpetual, irrevocable, royalty -free, worldwide license (with the right to sublicense) to use, modify, prepare derivative works of, display, perform and otherwise exploit in any man ner the Feedback, and to make, have made, import, use, sell and otherwise distribute products and services using or incorporating the Feedback.

8. Service-Specific Additional Terms and Conditions.

a. Construction Project Management. In the event that the Services include ChargePoint’s consultative construction project management service, customer is responsible for directly entering into agreements between customer and its third -party contractor(s) (each, a “Contractor Agreement”). ChargePoint is not a party to Contractor Agreements and disclaims all liability (and customer shall ensure that ChargePoint has no liability) arising from or related to Contractor Agreements or any interactions between customer and any contractor or subcontractor engaged by or performing services for customer.

ChargePoint is not responsible for any such contractor’s or subcontractor’s employees, agents, methods of construction, or failure to comply with any applicable laws or regulations.

b. Grant Support. In the event the Services include ChargePoint’s grant application support service, customer acknowledges and agrees ChargePoint does not guarantee that customer will attain a specific outcome or result from such service, including, without limitation, securing the applicable governmental grant funding for customer’s EV charging project(s).

9. Term, Termination. This Agreement shall remain in full force and effect until completion of the Services as set forth in Section 1, subject to earlier termination as set forth below. Either party may terminate this Agreement if the other party is in mater ial breach of any of its obligations under this Agreement (which shall include without limitation any nonpayment by customer of fees due for Services) and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof. Either party may terminate this Agreement immediately upon written notice if any assignment is made of the other party's business for the benefit of creditors, or if a petition in bankruptcy is filed by or against the other party and has not been dismissed within 60 days of such filing.

ChargePoint may terminate this Agreement upon written notice in the event that any law or regulation prevents or materially impedes the performance of the Services. Upon the expiration or termination of this Agreement, customer shall pay to ChargePoint any unpaid fees for Services performed up to the effective date of the expiration or termination.

10. Limitation of Liability. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR

OTHERWISE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS

INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, C ONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER

CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR OTHERWISE BASED ON ANY EXPRESS, IMPLIED OR CLAIMED WARRANTIES NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR : (I) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR CLAIMS OF PERSONAL INJURY OR DEATH; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; OR (III) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS , IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT (IN CUSTOMER’S CASE, IN ADDITION TO THE FEES AND EXPENSES PAYABLE BY CUSTOMER

IN CONNECTION WITH THE SERVICES ) EXCEED THE TOTAL FEES AND EXPENSES DUE AND PAYABLE BY CUSTOMER IN CONNECTION WITH THE SERVICE OR SERVICES GIVING RISE TO THE LIABILITY.

11. Force Majeure. “Force Majeure” means any act of God, fire, natural disaster, earthquake, accident, act or regulation of government or a governmental agency, or an act that is beyond the reasonable control of either party. Neither party will be deemed in default of this Agreement (other than with respect to any obligations of customer to pay for Services) to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of Force Majeure, provided that such party gives the other party written prompt notice thereof and continues to use its reasonable efforts to perform or cure, as applicable.

12. Miscellaneous. Neither party may assign this Agreement or any of its rights or duties hereunder, without the prior written consent of the other party, except that either party may assign its rights and duties hereunder in connection with its acquisition or the sale of all or substantially all of its assets. Any attempted assignment or delegation in violation of t he preceding sentence shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. ChargePoint is an independent contractor and shall not be deemed an employee or agent of customer. The terms in this Agreement and in the applicable Scope and Terms constitute the complete agreement regarding any provision of Services by ChargePoint and supersede all prior agreements and discussions between the parties ; provided, that in the event of any c onflict between this Agreement and the applicable Scope and Terms or any other document the terms of this Agreement shall govern . In particular, any additional terms contained on customer’s ordering instrument or other documents shall be of no force or effect. All sections of this Agreement which by their nature should survive termination shall survive the termination of this Agreement. This Agreement shall be governed by the laws of the State of California (other than its conflicts of laws provisions) . The parties hereby consent to the exclusive jurisdiction of and venue in the state or federal courts located in Santa Clara County, California. The parties shall comply with all applicable state, national and foreign laws and regulation s. In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of t he remaining provisions contained herein shall not be in any way affected or impaired thereby. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. This Agreement may not be modified or amended, except in writing signed by a duly authorized representative of each party.

Rev. 04072023 1

Grant Application Support Scope
and Terms
ChargePoint’s Grant Development Team (“Grant Development Team”) assists customers seeking to apply for grant funding for their EV charging projects. Grant opportunities are available through grant applications such as RFPs, RFAs and RFQs issued by federal and state agencies, primarily through State Departments of Transportation and State Energy Offices.

To apply for a grant opportunity, the customer must first have an eligible site or project where the EV chargers will be installed. The Grant Development Team will then provide a suite of tools (e.g. program summaries, checklists, and proposal template), for the customer to review, fill out, and return, which will provide the information necessary for the Grant Development Team to assist the customer in developing the grant application. Requested information may include, without limitation, a description of the business structure, key staff that will be involved in the project, resumes, background and experience completing similar projects, project budgets and financial information , and other information specific to the grant opportunity. Timely responses and cooperation will be required from the customer to ensure that a complete and thorough grant application can be submitted on time. While a submission of a grant application in no manner guarantees success that the grant funding will be secured , the Grant Development Team will work with and advise the customer on ways to increase the probability of success based on the scoring criteria of the applicable grant application.

The table below describes the activities and expected deliverables (collectively the “Deliverables”) during the grant application development process. ChargePoint shall be free to provide material similar to the Deliverables to third parties whose needs may be similar to customer’s requirements. Each party’s use of the Deliverables shall be in compliance with its confidentiality obligations to the other party. The time to complete the grant application development process will vary depending on the complexity of the grant opportunity and how many unique locations or projects are submitted. The Grant Application Support service is subject to the ChargePoint Deployment and Consulting Services Terms and Conditions, as amended from time to time by ChargePoint , found at https://www.chargepoint.com/legal/deployment- consulting-services.

Critical Tasks and Activities, Deliverables and Completion Timeframe of Services Task Deliverables
1 Review and
Process RFP
Once the grant application (i.e. RFP, RFA, RFQ) opens, the Grant Development Team will complete a review of the grant application guidelines and associated attachments.

The Grant Development Team will summarize the applicable grant application’s eligibility and requirements, via a PowerPoint and/or one-page summary, and may make, at customer’s request, such documentation available to customer.

2 Q&A At the customer’s request, the Grant Development Team will compile and submit questions to the grant agency to clarify questions and/or comments from the grant application.

Rev. 04072023 2

3 Checklist If not provided by the applicable grant application, the Grant Development Team will create a checklist to track the various items needed to submit a grant response to the grant agency.

4 Customer
Intake Form
The Grant Development Team will provide a list of information that the customer will need to provide to complete the grant application. A separate list may need to be filled out for each unique site the customer is applying for.
5 Budget The Grant Development Team will provide a budget template to assist with the calculation of the budget projection to the level of specificity required for the grant application. Inputs may be required from the customer for design, engineering, and construction costs. For avoidance of doubt, ChargePoint offers a service separate from the Grant Application Support service (i.e. Site Preparation Plan) that collects and consolidates all the required site information for the budget projection step.

6 Letter of
Commitment
The Grant Development Team will provide customer with a letter template that will be customized to the requirements of the grant application. This letter template will require the customer to provide the required customer’s cost share for the project to move forward with the project if the applicable grant funding is awarded to the customer.

Customer will submit to the grant agency the letter template on the customer’s letterhead and have it signed by an authorized representative of the customer.

7 Draft Proposal The Grant Development Team will develop a draft proposal based on inputs from the Customer Intake Form and other information gathered from the customer. 8 Draft Proposal
Review
The Grant Development Team will send a draft proposal of the grant application to the customer for review and comment. Customer’s authorized representative signature may also be required on various forms or letters at this step as well. 9 Final Proposal
Review
The Grant Development Team and customer will work together to undertake a final review of the grant application before assembling and preparing the grant application for submission.
10 Proposal
Submission
The grant application is submitted to the grant agency. Subject to customer’s request and approval, the Grant Development Team may submit the application on behalf of the customer. However, some programs required the customer submit it themselves, via email or an online portal. For those programs, the Grant Development Team will provide advice on the submission process.

Additional Terms and Conditions of Grant Application Support

1. Grant Application Support requires that the customer install and use ChargePoint-provided hardware and cloud services for the applicable grant application if the customer is awarded grant funding for such application.

2. Customer may not use the grant application , as prepared in connection with Grant Application Support, and sites contained therein for any other grant opportunity without prior written approval from ChargePoint.

Rev. 04072023 3

3. Customer must complete all required steps identified in the checklist, as referenced in step 3 in the above table, including without limitation:
a. Registering for any online portals required to submit grant application. b. Providing their Federal Tax ID Number and documentation showing they are registered to do business in the particular state.
c. Providing their SAM.gov entity registration number.
d. Other items identified for each unique grant opportunity.

4. Customer must completely fill out the customer intake form, as referenced in step 4 in the above table, at least four (4) weeks prior to grant application deadline.

5. Customer must complete their draft proposal review, as referenced in step 8 in the above table, at least 1 week prior to grant application deadline. Customer’s draft proposal review will include, without limitation, providing the Grant Development Team any comments and/or edits to the grant application and providing all necessary signed forms, including , without limitation, a Commitment Letter, as required by the applicable grant application.

6. The Grant Development Team will provide the customer with the final proposal, as referenced in step 9 in the above table, no later than 48 hours prior to grant application due date. , As between the parties, the customer will be solely responsible for the submission of the grant application. ChargePoint will not be responsible in any manner for the customer missing the grant application deadline and/or technical issues related to the grant application submission.

7. Once the grant application is submitted, the customer will be solely responsible for communicating with the grant agency, including, without limitation, responding to any clarifying questions and/or providing requested supplemental information.

8. If the customer is selected for the grant award, the customer is solely responsible for any grant award agreement negotiations and contract execution.

Revised November 2023
ChargePoint, Inc. | 254 East Hacienda Ave | Campbell, CA 95008-6901 USA 408.841.4500 or toll-free 877.370.3802 | [email protected] | www.chargepoint.com Copyright © 2023 ChargePoint, Inc. – All rights reserved.

CHARGEPOINT REMOTE SUPPORT

TERMS AND CONDITIONS OF SERVICE
Remote Support is a remote-based maintenance and support service (“ Remote Support ”) for your Charging Equipment (defined below). For all purposes hereunder, “you” or “your” includes any of your employees, officers, agents, contractors or parties under your control or common control. With your Remote Support coverage, ChargePoint, Inc. (“ ChargePoint”) will provide Remote Support subject to the terms and conditions of this agreement (“Agreement”).

1. Defined Terms:

a. Acknowledgement: means the earlier of (i) ChargePoint confirming an Incident based on Proactive Monitoring, or (ii) you report an Incident to ChargePoint’s technical support with sufficient information for ChargePoint to confirm the Incident, and such Incident is verified by Remote Support.

b. Applicable Law : means any applicable and promulgated constitutional provisions, statutes, acts, codes, laws, rules, regulations, ordinances, orders, decrees, rulings, judgments or decisions of a governmental authority or arbitral body with competent jurisdiction.

c. Certification: means that you or your Technician have completed the Training and are compliant with ChargePoint’s requirements for on-site maintenance in connection with Remote Support for the applicable Charging Equipment model(s).

d. Charging Equipment : means ChargePoint’s commercial -grade electric vehicle charging equipment offerings, e.g. CPF50, CT4000, CPE250, EXPP PL1, EXPP PB.

e. Charging System: means the combination of Charging Equipment required to dispense a single charge (e.g., a charging station or a power block and a power link).

f. Cloud Services : means any of ChargePoint’s cloud plans, e.g. Power, Commercial, and Enterprise, made available for subscription by ChargePoint through a separate agreement.

g. Commissioning: means the process of ensuring charging station hardware is installed and operational in accordance with the Product Specifications.

h. Cosmetic Impairment: means the occurrence of an Incident that (i ) does not impair, limit, or modify the operation of the Charging Equipment, and (ii) does not prevent a Port from energizing a vehicle.

i. Customer Damage: means (a) any Damage to Charging Equipment due to your action or inaction or (b) failure on your part to comply with any Customer Responsibilities as set forth in Section 3.

j. Damage: means physical harm to the hardware components of any Charging Equipment which impairs, limits, or modifies (1) ChargePoint’s ability to provide Remote Support to such Charging Equipment; and/or (2) the operation or use of such Charging Equipment so as not to operate in conformance with its applicable Product Specifications.

k. Defect: means any deficiency, whether latent or in the design, engineering, manufacturing, workmanship or materials used in any Charging Equipment causing it to fail to comply in all material respects with the Product Specifications, excluding for all purposes hereunder, any Software Defects.

l. Extended Warranty : means ChargePoint’s Extended Parts W arranty (as defined in the Warranty) as described in the Warranty , a copy of which may be found here:
https://www.chargepoint.com/legal/warranty-na

m. Incident: means an occurrence of a service -related field issue with Charging Equipment identified by Remote Support or subsequently verified by Remote Support once you report an Incident.

n. Partner Portal : means the online system made available by ChargePoint to you or your Maintenance Provider (as applicable) for the issuance, acceptance and closure of Work Orders to resolve and track Incidents requiring onsite intervention.

o. Port: A charge connector or plug that is independently energizable (i.e., can dispense energy ) at some power level, simultaneously or sequentially with another plug on the same dispenser.

p. Proactive Monitoring : means ChargePoint’s ongoing remote monitoring and interpretation of station sensor data, signals, faults, and alarms to detect Incidents prior to or after they occur.

q. Product Specifications : means the product specifications applicable to your Charging Equipment as published or made available by ChargePoint.

r. Maintenance Provider: means a third-party maintenance provider selected by you that has completed the Training and who employs Technicians.

s. Remote Diagnostic Time: means the period from Acknowledgement to (1) issuance of a Work Order signifying ChargePoint’s determination that onsite intervention is necessary; or (2) identify if the Incident is software-related.

t. Replacement Parts: shall have the meaning provided in Section 13.

u. Response Time : means the period from Acknowledgment to ChargePoint’s provision of a response and confirmation that ChargePoint has started troubleshooting & diagnosis.

v. Spare Parts: means field replaceable parts required for repair of Charging Equipment.

w. Software Defect: means any defect, deficiency or “bug” in any software service, source code or platform, used, installed, or referenced by any Charging Equipment in connection with its operation or performance.

x. Service Levels: shall have the meaning provided in Section 1 of Exhibit 1.

y. Service Level Table: shall have the meaning provided in Section 1 of Exhibit 1.

z. Technician: means an employee of your Maintenance Provider who has completed the Training.

aa. Third-Party Damage: means any Damage to Charging Equipment due to the action or inaction of a party other than ChargePoint or you, including any Damage due to vandalism, accidents, and natural disasters.

bb. Training: means the required ChargePoint maintenance training and certification course, as indicated by ChargePoint on its online learning portal, for you and/or the Maintenance Provider to provide the onsite- maintenance labor described in Section 5 (On-Site Maintenance).

cc. Warranty: means ChargePoint’s current warranty terms and conditions, a copy of which may be accessed here: https://www.chargepoint.com/legal/warranty-na.

dd. Work Order: means a set of written instructions identified by Remote Support to address required on-site maintenance and that is submitted by ChargePoint to you or your Maintenance Provider through the Partner Portal.

2. CHARGEPOINT RESPONSIBILITIES: With ChargePoint Remote Support, ChargePoint agrees to do each of the following:

a. Provide Proactive Monitoring of your Charging Equipment.

b. Perform remote diagnosis and troubleshooting, subject to the Service Levels, with respect to your Charging Equipment.

c. For the avoidance of doubt, you acknowledge and agree that any Replacement Parts are not provided in connection with Remote Support, rather in accordance with any Warranty and/or Extended Warranty that is applicable for your Charging Equipment.

d. In the event ChargePoint determines an Incident requires maintenance, then ChargePoint will issue a Work Order to you, or the Maintenance Provider, identified in the Partner Portal to address such Incident.

3. CUSTOMER RESPONSIBILITIES: In order to perform its obligations under Remote Support, ChargePoint needs your cooperation. Specifically, you and/or your Maintenance Provider (as applicable) agree to:

a. Comply with all Commissioning requirements in Section 4. b. Comply with all On-Site Maintenance requirements in Section 5. c. Purchase and maintain an active Cloud Services subscription and permit ChargePoint to remotely access the Charging Equipment as necessary for remote diagnostics and troubleshooting support. d. Purchase and maintain the same level of Service Levels for all the Charging Equipment components that make up your Charging System.
e. Adhere to the instructions provided in any Work Order. f. Keep ChargePoint updated as to any changes to your contact information and/or Maintenance Provider that may affect ChargePoint’s ability to perform its obligations under this agreement. g. Provide prompt responses to ChargePoint employees or agents, as applicable, in connection with any follow-up, troubleshooting or requests for additional information in connection with any Incident response or Work Order.
h. Keep the areas in which Charging Equipment are in a clean, safe, and orderly condition in accordance with reasonable commercial standards.
i. Promptly notify ChargePoint of any suspected Defect with the Charging Equipment.

Failure to carry out your responsibilities under this Section 3 may void, as determined in ChargePoint’s sole and reasonable discretion, ChargePoint’s obligations pursuant to this Agreement, including, without limitation, the Service Levels. The determination of your compliance with the requirements set forth in this Section 3 shall be made solely by ChargePoint in its sole and reasonable discretion..

4. COMMISSIONING REQUIREMENTS: ChargePoint will provide Remote Support to your Charging Equipment, provided you have satisfied the Commissioning requirements provided herein.

a. If you perform Commissioning, you are responsible for ensuring your Charging Equipment is installed in accordance with the Product Specifications published by ChargePoint. ChargePoint reserves the right to conduct onsite site readiness inspections. ChargePoint reserves the right to charge you for any costs associated with responding to an Incident caused by your failure to install your Charging Equipment in accordance with such Product Specifications discovered during any onsite site readiness inspections, while performing Commissioning, or during an Incident resolution . ChargePoint may suspend your Remote Support until such installation defect has been remedied.

b. All ChargePoint DC Charging Equipment requires Commissioning by ChargePoint or an authorized commissioning partner designated by ChargePoint prior to ChargePoint providing Remote Support and performing its obligations under this Agreement.

c. If your Remote Support , Assure Pro service , Assure service, Warranty, or Extended Warranty for your Charging Equipment has been expired for more than 180 days, a site readiness inspection by ChargePoint or a ChargePoint authorized partner may be required in order to renew Remote Support for the applicable Charging Equipment to ensure that such Charging Equipment was installed and operating in accordance with the applicable Product S pecifications. Any such site readiness inspection or work necessary to bring Charging Equipment into compliance with the Product Specifications may be at your cost.

d. Unless otherwise approved by ChargePoint in writing, a ny relocation of your Charging Equipment from its original installation location will require a new Commissioning by ChargePoint or a ChargePoint authorized partner.

5. ON-SITE MAINTENANCE REQUIREMENTS: In order to perform on-site maintenance pursuant to a Work Order, you and/or Maintenance Provider must comply with the following:

a. You shall designate a single maintenance contact, either an employee or Maintenance Provider, that will review and accept Work Orders through the Partner Portal. You are responsible for keeping this contact up to date. Any changes to your contact must be promptly updated in the Partner Portal. You are responsible for any issues, damages, or delays caused by your or your Maintenance Provider’s failure to provide current contact information in the Partner Portal.

b. You and/or your Maintenance Provider must complete Training and have Certification in good standing .

Any failure to Certify and/or maintain Certification on the part of you and/or your Maintenance Provider may result in ChargePoint’s inability to provide Remote Support. In the event of such failure, you will continue to be charged for Remote Support during your and/or Maintenance Provider’s failure to Certify and/or maintain Certification.

c. Perform, or ensure your Maintenance Provider performs, any maintenance under this Agreement as provided in the applicable Work Order and according to the Product Specifications and your Training.

d. You and/or Maintenance Provider are responsible for any on-site labor or maintenance requirements related to or arising from your Remote Support , including, without limitation, obtaining the necessary permits, licenses, certifications, insurance, and any payment of taxes.

e. You must promptly address the issues identified in the applicable Work Order. ChargePoint will not provide any Remote Support for additional or subsequent Incidents to the affected Charging Equipment until the original issue identified in the applicable Work Order has been completed and you or your Maintenance

Provider set the Work Order status on Partner Portal to complete d. You are responsible for uploading any documentation required in the Work Order to the Partner Portal.

f. You must contact ChargePoint once the onsite maintenance pursuant to a Work Order is completed so ChargePoint can validate that the Incident has been rectified and the applicable Work Order can be moved to closed status.

6. EXCLUSIONS FROM REMOTE SUPPORT COVERAGE: In order to provide Remote Support, ChargePoint must be able to access and monitor your Charging Equipment. ChargePoint shall not be responsible for any failure to meet the Service Levels if ChargePoint is unable to provide Remote Support due to any of the following exclusions:

a. Your failure to perform an obligation or requirement described in Sections 3 or 4, or your material, uncured breach of the Agreement.

b. Equipment other than Charging Equipment, including , without limitation, switch gear, wiring, cellular or WiFi devices; are not subject to Remote Support.

c. Damage occurring as a result of (i) improper site preparation or site maintenance, (ii) improper Charging Equipment installation, alteration, modification, or attempted repair of any Charging Equipment without a licensed and trained electrician approved in advance by ChargePoint, (iii) any physical relocation of the Charging Equipment, (iv) improper use or operation not in compliance with published ChargePoint maintenance or operation manuals, or (v) lack of proper Commissioning.

d. Damage occurring as the result of repeated or prolonged abuse, misuse, or neglect of the Charging Equipment.

e. Charging Equipment that may become inoperable due to your and/or Maintenance Provider’s failure to comply with the scope of work or instructions provided in the applicable Work Order.

f. Any repeated or excessive Customer Damage or Third-Party Damage, as determined by ChargePoint in its sole discretion.

g. Use of the Charging Equipment with any third-party software, interfacing, parts or supplies not supplied or approved, in writing by ChargePoint, in advance of use.

h. Vehicle to charger interoperability or communication issues. ChargePoint will, in good faith, work with you and vehicle manufacturers to resolve vehicle-charger interoperability issues, provided, however, that such efforts will not be subject to the Service Levels.

i. Damage to Charging Equipment resulting from an extreme power surge, extreme electromagnetic field, or any other acts of nature.

j. Any Applicable Law , the effect of which would cause ChargePoint or any Charging Equipment to be noncompliant with such Applicable Law in the event ChargePoint provided any services in connection with an Incident as contemplated by this Agreement.

k. Force Majeure Event or unforeseeable circumstances beyond ChargePoint’s reasonable control, and not due to the fault or negligence of ChargePoint, that prevents ChargePoint from performing its obligations under this Agreement.

In addition, you acknowledge and agree that you are solely responsible for any work, including, without limitation, the on -site maintenance pursuant to a Work Order , performed by you and/or your Maintenance Provider under this Agreement. ChargePoint is in no way responsible or liable for such work. The determination of the occurrence of any of the exclusions from coverage as set forth in this Section 6 shall be made solely by ChargePoint in its reasonable discretion.

7. CUSTOMER ACKNOWLEDGEMENT: You acknowledge and agree that in connection with the performance of its obligations under this Agreement, ChargePoint may use third-party agents and contractors separately engaged by ChargePoint. ChargePoint, in the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement, ChargePoint shall maintain complete control over its employees, its subcontractors, and its operations. No partnership, joi nt venture or agency relationship is intended by ChargePoint and you 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.

8. CONTACT INFORMATION: If at any time turning the term of your coverage of ChargePoint Remote Support you believe you have Defective Charging Equipment, contact ChargePoint customer service at https://www.chargepoint.com/support.

9. SERVICE TERM: In the event you are purchasing Remote Support as a standalone service , i.e. without your purchase of Extended Warranty, each Remote Support subscription that you purchase for Charging Equipment will commence ninety (90) days from the invoice date and will last for the subscription length selected in an applicable order (the “ Service Term”). In the event your Remote Support is provided through your Extended Warranty, your Remote Support will be coterminous with your Extended Warranty subscription . For greater certainty, to the extent applicable Charging Equipment is delivered, installed, and completes Commissioning before the Service Term commences as described above, the Charging Equipment will nevertheless have coverage under Remote Support and the Service Term will start at the expiration of the ninety (90) day period referenced above.

10. RENEWAL: Upon expiration of the Service Term, your Remote Support coverage will renew automatically for successive one-year terms (each, a “ Renewal Term”) on the date of expiration of the current Service Term at the then current list price of a one-year renewal term of Remote Support applicable to your Charging Equipment unless either party provides written notice of non -renewal to the other party at least thirty (30) days prior to the end of the then-current Service Term or Renewal Term, as applicable. If this Agreement is not renewed due to your written notice of non -renewal, and is subsequently requested to be reinstated, reinstatement will be subject t o the payment of fees for any lapse period, plus reasonable reinstatement fees. Notwithstanding anything to the contrary herein, in the event ChargePoint discontinues Remote Support coverage for your Charging Equipment, your Remote Support subscription may not renewed. Additionally, ChargePoint may, in its reasonable discretion, determine that it will not accept any renewal by you of your Remote Support services.

11. PAYMENTS: In the event Remote Support service is provided through your Extended Warranty, the terms found in your Extended Warranty shall govern with respect to any invoice and payment terms. In the event you have purchased Remote Support as a standalone service, ChargePoint will send you an invoice for the ChargePoint Remote Support subscription or other fees under this Agreement on or after the date the applicable Charging Equipment is shipped to you. Payment is due within thirty (30) days of the invoice date. All payments shall be made by check, wire transfer, ACH payment system or other means approved by ChargePoint. You may not set off any amounts due to ChargePoint hereunder against amounts due to you under this Agreement. Fees payable to ChargePoint do not include any applicable withholding, sales, use, or other similar fees or taxes imposed by any government (other than taxes on the net income of ChargePoint) (“Taxes”), and you are responsible for any and all such Taxes. All payment obligations under this Agreement are non-cancelable and non-refundable. Late

CHARGEPOINT is a U.S. registered trademark/service mark. All other products or services mentioned are the trademarks, service marks, registered trademarks or registered service marks of their respective owners.
payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by Applicable Law. You will reimburse ChargePoint for attorneys’ fees and other expenses reasonably incurred by C hargePoint in the collection of any late payments. If any amount owing by you under this Agreement is more than thirty (30) days overdue, ChargePoint may, without otherwise limiting ChargePoint’s rights or remedies, (a) terminate this Agreement or (b) ref use to provide ChargePoint Remote Support coverage until ChargePoint has received payment in full.

12. MOVES OR TRANSFERS: Your Remote Support coverage applies only to the Charging Equipment for which it was purchased. If you sell or otherwise transfer your Charging Equipment with an active Remote Support subscription to a third-party in accordance with Section 23, or that Charging Equipment is moved or otherwise transferred away from the original installation site, the Remote Support coverage may not be transferred without ChargePoint’s prior written consent. In the event ChargePoint does provide its prior written consent to move or transfer Charging Equipment from the original installation site, Commissioning will be required for such new installation site prior to the commencement or resumption of any Remote Support coverage.

13. REPLACEMENT PARTS AND STATIONS: If applicable, a ny Spare P arts shall be provided by ChargePoint in accordance with your Warranty or Extended Warranty . Spare Parts or Charging Equipment that have been replaced (collectively “Replacement Parts”) and are provided by ChargePoint pursuant to your Remote Support may be remanufactured or reconditioned Replacement Parts . If the exact Replacement Part is no longer manufactured by ChargePoint, then ChargePoint will use commercially reasonable efforts to provide Replacement Parts with substantially similar functionality to the defective Replacement Part. Any Replacement Parts provided under your Remote Support will become your property and all Replacement Parts returned to ChargePoint, whether under warranty or not, will become the property of ChargePoint. Any Replacement Parts will be covered by Remote Support for the remainder of your Remote Support coverage or ninety (90) days from the date of delivery of such Replacement Parts, whichever is later.

14. INDEMNIFICATION. To the maximum extent allowed by law, you shall defend, indemnify, and hold ChargePoint, its officers, directors, agents, affiliates, distribution partners, licensors, and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “ Claims”) suffered or incurred by such indemnified parties resulting from or arising out of (a) your actual or alleged use of Remote Support; (b) your or your Maintenance Partner’s negligence or willful misconduct (including the negligence or willful misconduct of you or your Maintenance Partner’s agents, employees, or anyone for whom you or your Maintenance Partner are legally liable); (c) you or your Maintenance Partner’s breach of this Agreement; or (d) you or your maintenance Partner’s breach of Applicable Law. ChargePoint reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification under this Agreement.

15. LIMITS ON LIABILITY: This Section limits ChargePoint’s liability under ChargePoint Remote Support. Please read it carefully.

a. CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE, OR

COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF REMOTE

SUPPORT OR THE SERVICES CONTEMPLAED HEREUNDER, OR USE OF, OR INABILITY TO USE, THE CHARGING

EQUIPMENT, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY,

TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUIT ABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND CUMULATIVE LIABILITY

OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO PERFORMANCE BY CHARGEPOINT OF ITS

OBLIGATIONS UNDER REMOTE SUPPORT WILL NOT EXCEED THE PRICE YOU PAID FOR REMOTE SUPPORT FOR THE THEN-CURRENT ANNUAL PERIOD OF REMOTE SUPPORT COVERAGE. THE LIMITATIONS SET FORTH

HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

b. Any failure on the part of ChargePoint to meet the Service Level shall not be considered a breach of this Agreement.

16. TERMINATION: You may terminate this Agreement without prejudice to any other remedy at law or equity if ChargePoint is in material breach of any of its obligations under this Agreement and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof. Upon termination for cause pursuant to Section 16, ChargePoint will refund a pro -rata portion of the fees you paid. Upon any termination for any other reason, you will not be entitled to a refund of any fees paid and will be responsible for any accrued and unpaid fees owed to ChargePoint.

17. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION:

The ChargePoint entity entering into this Agreement, the address to which you should direct notices under this Agreement, the governing law, and place of jurisdiction, shall be determined according to your domicile:

This Agreement, and any disputes related to this Agreement, will be governed by the applicable governing laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Except with respect to any matter relating to your violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration usi ng the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum set forth i n the table above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to suc h court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claims may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

18. NOTICES. Any notice required or permitted by this Agreement shall be sent to you by ChargePoint via electronic mail to the address indicated by you in your ChargePoint Cloud Services account.

If Subscriber are
domiciled in:

The ChargePoint
Entity entering into
this Agreement is:

Notices should be
addressed to:

Governing law is: Place of jurisdiction: Forum:

Judicial Arbitration
and Mediation
Services, Inc. (JAMS)
Canada ChargePoint Canada,
Inc., a British Columbia
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda Ave
Campbell, CA 95008
British Columbia and
controlling Canadian
federal law
Vancouver, British
Columbia, Canada
ADR Institute of
Canada

19. AMENDMENT OR MODIFICATION: ChargePoint reserves the right to modify this Agreement from time to time.

ChargePoint will provide notice of each such modification to you. Your continued use of Remote Support following such notice will constitute an acceptance of the modified Agreement.

20. WAIVER: The failure of either party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

21. FORCE MAJEURE: ChargePoint will not be liable for failure to perform any of its obligations hereunder due to causes beyond its reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake or other natural disaster (irrespective of ChargePoint’s condition of any preparedness therefore); war; terrorist act; epidemic; pandemic; quarantine; civil commotion; breakdown of communication facilities; breakdown of web host; breakdown of internet service prov ider; embargo; riot; strike; labor action; changes in laws or regulations; any lawful order, decree, or other directive of any government authority; material shortages; shortage of transport; and failures of suppliers to deliver the requisite material or components (a “Force Majeure Event”).

22. 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.

23. ASSIGNMENT. Except as otherwise provided under this Agreement, you may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of ChargePoint. Notwithstanding the foregoing, you may assign your rights and obligations under this Agreement upon notice to ChargePoint if you own and sell the real property where the Charging Equipment is installed, provided that any such purchasing entity assumes all your rights and obligations under this Agreement; provided further that, the purchasing entity does not violate any terms of this Agreement. In the event of any purported assignment in breach of this Section 23, ChargePoint shall be entitled, at its sole discretion, to terminate this Agreement by providing written notice to you. Any assignment under this Section 2 2 may necessitate updates to your contact information . ChargePoint is not responsible for any failure to meet its obligations under this Agreement caused by differences in such contact information arising from your assignment of this Agreement.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. ChargePoint may assign its rights and obligations under this Agreement.

24. 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 pertaining to such subject matter. All purchase orders issued by you 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 Remote Support coverage, the number of Charging Equip ment for which Remote Support is ordered, the term of such Remote Support coverage, and applicable fees. To the extent of any conflict or inconsistency between this Agreement and any purchase order, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any other documentation shall be incorporated into or form any part of this Agreement, and all such purported terms and conditions shall be null and void.

25. ENGLISH LANGUAGE AGREEMENT GOVERNS. Where ChargePoint has provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of this Agreement governs your relationship with ChargePoint. If there is any conflict between the English language version of this Agreement and a translated version, the English

CHARGEPOINT is a U.S. registered trademark/service mark. All other products or services mentioned are the trademarks, service marks, registered trademarks or registered service marks of their respective owners.
language version shall control. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

[Remainder of Page Intentionally Left Blank]

Exhibit 1: Service Level Terms

1. SERVICE LEVEL OBLIGATIONS. ChargePoint will use commercially reasonable efforts to provide the Response Times, Remote Diagnostic Times, and time coverage periods described in the Service Level Table (collectively the “Service Levels”) in connection with Remote Support for the severity levels described in the following service level table (“Service Level Table”):

Severity Level Description
Service Level
Standard Critical
1 – Outage Can’t charge (e.g.,
System Down)
1 Business Day Response
Time
2 Business Day Remote
Diagnostic Time
24x7 time coverage
1 Hour Response Time
12 Hour Remote Diagnostic
Time
24x7 time coverage
2 – Impairment
Can charge but
impaired, limited, or
modified operation
required (e.g.,
Reduced Power)
2 Business Day Response
Time
3 Business Day Remote
Diagnostic Time
8x5 time coverage
1 Business Day Response
Time
2 Business Day Remote
Diagnostic Time
8x5 time coverage
3 – non-Critical
All else (e.g.,
Inquiries, Cosmetic
Impairment)
3 Business Day Response
Tim
8x5 time coverage
1 Business Day Response
Time
8x5 time coverage

2. EXCLUSIONS FROM SERVICE LEVEL OBLIGATIONS. The Service Levels described in the Service Level Table are subject to the following exclusions:

a. Exclusions described in Section 6 of this Agreement.

b. Wait time by ChargePoint, before or after Acknowledgment, for you to provide ChargePoint additional information to qualify the issue, time to confirm dispatch, or time beyond the initial proposed dispatch date by ChargePoint.

3. CONTACT INFORMATION. You shall provide contact information for communicating with, and providing timely and accurate information and feedback to, ChargePoint in connection with Remote Support. You may update the contact information through your ChargePoint Cloud Services account.