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1 January 2024 <br /> <br /> <br />Powered by: <br /> <br />TERMS AND CONDITIONS <br /> <br />1. EV CLOUD SUBSCRIPTION SERVICE AND <br />SUPPORT <br />1.1 As soon as commercially reasonable, the parties shall <br />undertake completion of the Initial Commissioning. As used <br />herein, “Initial Commissioning” means the integration of the EV <br />Cloud Subscription Service with any new or pre-existing electric <br />vehicle service equipment for which Customer has purchased the <br />EV Cloud Subscription Service. <br />1.2 Subject to the terms of this Agreement, Company will <br />use commercially reasonable efforts to provide Customer the EV <br />Cloud Subscription Service in accordance with the Service Level <br />Terms attached hereto as Exhibit A. As part of the registration <br />process, Customer will identify an administrative user name and <br />password for Customer’s administrative access of the EV Cloud <br />Subscription Service (“Admin Portal”). <br />1.3 Subject to the terms hereof, Company will provide <br />Customer with reasonable technical support services for the EV <br />Cloud Subscription Service pursuant to Exhibit B. <br />2. RESTRICTIONS AND RESPONSIBILITIES <br />2.1 Customer will not, directly or indirectly: reverse <br />engineer, decompile, disassemble or otherwise attempt to <br />discover the source code, object code or underlying structure, <br />ideas, know-how or algorithms relevant to the EV Cloud <br />Subscription Service or any software, documentation or data <br />related to the EV Cloud Subscription Service (“Software”); <br />modify, translate, or create derivative works based on the EV <br />Cloud Subscription Service or any Software (except to the extent <br />expressly permitted by Company or authorized within the EV <br />Cloud Subscription Service); use the EV Cloud Subscription <br />Service or any Software for timesharing or service bureau <br />purposes or otherwise for the benefit of a third; interfere with <br />disrupt the integrity of the EV Cloud Subscription Service; or <br />remove any proprietary notices or labels. Company hereby <br />grants Customer a non-exclusive, non-transferable, non- <br />sublicensable license to use such EV Cloud Subscription Service <br />and Software during the Term only in connection with the EV <br />Cloud Subscription Service. <br />2.2 Customer represents, covenants, and warrants that <br />Customer will use the EV Cloud Subscription Service only in <br />compliance with Company’s standard published policies then in <br />effect (the “Policy”) and all applicable laws and regulations, <br />including but not limited to regulations of the United States <br />Department of Commerce, the United States Department of <br />Treasury Office of Foreign Assets Control, or any other United <br />States or foreign agency or authority. Customer hereby agrees to <br />indemnify and hold harmless Company against any damages, <br />losses, liabilities, settlements and expenses (including without <br />limitation costs and attorneys’ fees) in connection with any claim <br />or action that arises from an alleged violation of the foregoing or <br />otherwise from Customer’s use of EV Cloud Subscription <br />Service. Although Company has no obligation to monitor <br />Customer’s use of the EV Cloud Subscription Service, Company <br />may do so and may prohibit any use of the EV Cloud <br />Subscription Service it believes may be (or alleged to be) in <br />violation of the foregoing. <br />2.3 Customer shall be responsible for obtaining and <br />maintaining any equipment and infrastructure needed to connect <br />to, access or otherwise use the EV Cloud Subscription Service <br />(collectively, “Equipment”). Customer shall also be responsible <br />for maintaining the security of the Equipment, Customer account, <br />Customer passwords (including but not limited to administrative <br />passwords for the Admin Portal) and files, and for all uses of <br />Customer account or the Equipment. <br />2.4 Customer represents and warrants that it has the power <br />and authority to (i) enter into and be bound by this Agreement, <br />and (ii) utilize, without restriction, the electricity connected to its <br />electric vehicle service equipment. <br />2.5 Customer is solely responsible for setting the rates of <br />any Base Session Fees and Driver Discounts (as those terms are <br />defined in Section 4.1) and maintaining the accuracy of its <br />contact information in the Admin Portal. <br /> <br />3. CONFIDENTIALITY; PROPRIETARY RIGHTS <br /> <br />3.1 Each party (the “Receiving Party”) understands that the <br />other party (the “Disclosing Party”) has disclosed or may <br />disclose business, technical or financial information relating to <br />the Disclosing Party’s business (hereinafter referred to as <br />“Proprietary Information” of the Disclosing Party). Proprietary <br />Information of Company includes non-public information <br />regarding features, functionality and performance of the EV <br />Cloud Subscription Service. Proprietary Information of <br />Customer includes non-public data provided by Customer to <br />Company to enable the provision of the EV Cloud Subscription <br />Service (“Customer Data”). The Receiving Party agrees: (i) to <br />take reasonable precautions to protect such Proprietary <br />Information, and (ii) not to use (except in performance of the EV <br />Cloud Subscription Service or as otherwise permitted herein) or <br />divulge to any third person any such Proprietary Information. <br />The Disclosing Party agrees that the foregoing shall not apply <br />with respect to any information after five (5) years following the <br />disclosure thereof or any information that the Receiving Party <br />can document (a) is or becomes generally available to the public, <br />or (b) was in its possession or known by it prior to receipt from <br />the Disclosing Party, or (c) was rightfully disclosed to it without <br />restriction by a third party, or (d) was independently developed <br />without use of any Proprietary Information of the Disclosing <br />Party or (e) is required to be disclosed by law. <br />Docusign Envelope ID: 17376B40-F266-4EAA-9C62-48006BF43380