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Terms and Conditions Version 1 February 2022 <br />ChargePoint, Inc. <br />240 East Hacienda Avenue <br />Campbell CA 95008 USA. <br /> <br /> <br />3 <br />requirements, the go-live date counts as the start date of the license, and 50% of the agreed <br />license price is invoiced to the Client; <br />b If the go-live date is prevented by ViriCiti failing to deliver the agreed requirements, the start <br />date of the license will be postponed until all agreed functionalities are delivered and 0% of <br />the license will be invoiced. <br />4. Sublicense <br /> <br />4.1 If the Parties agree that Client is entitled to sublicense the Licenses, the following applies: <br />a. Client shall inform ViriCiti of the name and company’s details of the sublicensee and provide <br />ViriCiti with the data necessary (to be determined by ViriCiti) to deliver ViriCiti’s services to <br />the sublicensee; <br />b. Client ensures and warrants that: <br />(i) The sublicensee shall, towards Client, be bound to clauses similar to the clauses in these <br />Terms and Conditions in respect of performance, the (provision of the) Service(s), <br />intellectual property and license, availability and maintenance, support, <br />updates/errors/demands to the configuration, SLA, software included in the Units, <br />warranties (including in respect of third party products and services), personal data, <br />liability, confidentiality, terms and termination and amending the Terms and Conditions <br />and any other clause that is relevant to outline the rights and connected obligations that <br />the Client can sublicense; and <br />(ii) The sublicensee is and shall remain aware of and bound by the correct description of <br />ViriCiti’s services in conformity with the annexes attached to the agreement Client is <br />bound by as they are updated from time to time; and <br />(iii) The sublicensee shall not be entitled to sublicense without the prior consent of ViriCiti; <br />and <br />(iv) The sublicensee shall enter into a data processing agreement with Client in accordance <br />with the ViriCiti model if a data processing agreement is required; and <br />(v) The sublicensee is informed correctly of all relevant elements of the Service(s); and <br />(vi) All of the above shall be detailed in a written and duly digitally or otherwise validly signed <br />instrument; <br />c. In the event the sublicensee wishes to conclude an SLA, the preceding subclause b. applies, <br />however sub i shall read “similar to all the clauses of the SLA.“ <br />d. In the event Client assumes more liability or any additional indemnity obligation towards the <br />sublicensee than ViriCiti has assumed towards Client under these Terms and Conditions, <br />regardless the origins of such additional liability or indemnity: <br />(i) This does not in any way amend, extend or infringe the liability clauses in this Terms and <br />Conditions or lead to additional liability or an additional indemnity of ViriCiti in any other <br />way; and <br />(ii) Client indemnifies ViriCiti fully for any and all of such additional liability, including ViriCiti’s <br />reasonable legal costs in relation to such additional liability and/or indemnity;