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EXHIBIT 1 <br /> FLEX BILLING TERMS <br /> This Exhibit sets forth certain additional terms and conditions ("Flex Billing Terms") pursuant to which <br /> Subscriber may charge Users fees for the use of Subscriber's Charging Stations. In order to charge such <br /> fees, Subscriber must subscribe to a Service Plan that includes CPI's management, collection and/or <br /> processing services related to such fees ("Flex Billing"). <br /> 1. DEFINITIONS. The following additional defined terms shall apply to these Flex Billing Terms: <br /> 1.1 "CPI Fees"means a fee,currently equal to ten percent(10%) of Session Fees, charged for <br /> a particular Session. CPI Fees are charged by CPI in exchange for its collection and processing of Session <br /> Fees on behalf of Subscriber. CPI will provide Subscriber with thirty (30) days prior written notice (which <br /> may include, without limitation, notice provided by CPI through its regular newsletter to Subscriber) of <br /> any increase in CPI Fees. <br /> 1.2 "Net Session Fees" means the total amount of Session Fees collected on behalf of the <br /> Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users in <br /> connection with the use of Charging Stations. Except as required by law, Subscriber shall be responsible <br /> for the payment of all Taxes incurred in connection with use of Subscriber's Charging Stations. <br /> 1.3 "Session" or "Charging Session" means the period of time during which a User uses <br /> Subscriber's Charging Station to charge his or her electric vehicle for a continuous period of time not less <br /> than two(2) minutes commencing when a User has accessed such Charging Station and ending when such <br /> User has terminated such access. <br /> 1.4 "Session Fees" means the fees set by the Subscriber for a Charging Session, inclusive of <br /> any applicable Taxes. <br /> 2. FLEX-BILLING SERVICE FOR CHARGING STATIONS. <br /> 2.1. SESSION FEES. Subscriber shall have sole authority to determine and set in real-time <br /> Session Fees. Subscriber shall be solely responsible for determining and charging Session Fees in <br /> compliance with all applicable laws and regulations (including without limitation any restriction on <br /> Subscriber's use of per-kWh pricing). Subscriber acknowledges that CPI is not responsible for informing <br /> Subscriber of applicable laws or changes thereto,and CPI will not be liable to Subscriber or any third party <br /> for any alleged or actual failure of Subscriber to comply with such applicable laws and regulations. <br /> 2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf <br /> of the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected: (i) CPI <br /> Fees and (ii)to the extent required by Section 3, applicable Taxes. <br /> 2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. CPI shall remit Net Session Fees to <br /> Subscriber not more than thirty(30) days after the end of each calendar month as directed by Subscriber <br /> from time to time through the applicable ChargePoint Services. Notwithstanding the foregoing, no such <br /> payment will be required if at the end of any calendar month the amount due to Subscriber hereunder is <br /> less than fifty U.S. Dollars ($50), except in connection with the expiration or termination of this <br /> Agreement. In no event shall CPI remit amounts due to Subscriber, regardless of the amount then due, <br /> later than thirty (30) days following the end of each calendar quarter. <br /> Page 14 of 18 <br /> Revised 2.13.17 <br />