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<br />Non-Professional Services Agreement between 1/16/2025
<br />City of San Leandro and ParkMobile, LLC Exhibit D Page 5 of 7
<br />indirectly: (i) sell or resell ParkMobile User
<br />Data in any capacity or form; (ii) create any
<br />derivative work using ParkMobile User Data; or
<br />(iii) use ParkMobile User Data for purposes
<br />other than those specifically allowed in this
<br />Agreement. Notwithstanding the foregoing, the
<br />parties acknowledge and agree that ParkMobile
<br />will not sublicense or provide any PCI Data to
<br />Client.
<br />6.6 Resultant Data. Resultant Data remains the
<br />sole and exclusive property of ParkMobile.
<br />ParkMobile grants Client a revocable, royalty-
<br />free, non-exclusive, non-assignable, non-
<br />transferable license to applicable Resultant Data
<br />for the duration of the term only for Client’s
<br />internal use in connection with the Services.
<br />6.7 Reservation of Rights. ParkMobile reserves all
<br />rights not expressly granted to Client in this
<br />Agreement. Except for the limited rights and
<br />licenses expressly granted under this
<br />Agreement, nothing in this Agreement grants,
<br />by implication, waiver, estoppel, or otherwise,
<br />to Client or any third party any IP Rights or
<br />other right, title, or interest in or to the
<br />ParkMobile Application and/or the Platform.
<br />7. FEES AND PAYMENT
<br />7.1 Fees. Client shall pay ParkMobile the fees set
<br />forth in the Agreement that incorporates these
<br />Client General Terms & Conditions ("Fees") in
<br />accordance with this Section 7.
<br />7.2 Payment Terms. The parties designate
<br />ParkMobile as the merchant of record. Client
<br />agrees to pay ParkMobile $0.15 + 3% of the
<br />total transaction amount per transaction for this
<br />service. On or before the 15th day of each
<br />month, ParkMobile will disburse to Client all
<br />parking fees ParkMobile received during the
<br />preceding month from ParkMobile Users on
<br />behalf of Client as a direct result of this
<br />Agreement, less any amounts owed to
<br />ParkMobile.
<br />7.3 Taxes. All fees and other amounts payable by
<br />Client under this Agreement are exclusive of
<br />taxes and similar assessments. Without limiting
<br />the foregoing, Client is responsible for all sales,
<br />use, and excise taxes, and any other similar
<br />taxes, duties, and charges of any kind imposed
<br />by any federal, state, or local governmental or
<br />regulatory authority on any amounts payable by
<br />Client hereunder, other than any taxes imposed
<br />on ParkMobile’s income.
<br />7.4 Reserved.
<br />7.5 No Deductions or Setoffs. All amounts payable
<br />to ParkMobile under this Agreement shall be
<br />paid by Client to ParkMobile in full without any
<br />setoff, recoupment, counterclaim, deduction,
<br />debit, or withholding for any reason (other than
<br />any deduction or withholding of tax as may be
<br />required by applicable law).
<br />7.6 Fee Increases. Reserved
<br />7.7 Limited Payment Agent. Client appoints
<br />ParkMobile as its agent for the limited purpose
<br />of receiving, holding, and settling payments
<br />made by ParkMobile Users to Client in
<br />connection with the Services. Client
<br />acknowledges and agrees that receipt of
<br />payment from ParkMobile Users in connection
<br />with the Services by ParkMobile shall be
<br />deemed the same as receipt by Client itself.
<br />8. REPRESENTATIONS AND WARRANTIES
<br />8.1 Mutual. Each party represents, warrants and
<br />covenants to the other party that: (a) it is duly
<br />organized, validly existing, and in good
<br />standing as a corporation or other legal entity
<br />under the laws of the jurisdiction of its
<br />incorporation or other organization; (b) it has
<br />the full right, power, and authority to enter into
<br />and perform its obligations and grant the rights,
<br />licenses, consents, and authorizations it grants
<br />or is required to grant under this Agreement; (c)
<br />the representative that is executing this
<br />Agreement has been duly authorized by all
<br />necessary corporate or organizational action of
<br />such party; and (d) when executed and delivered
<br />by both parties, this Agreement will constitute
<br />the legal, valid, and binding obligation of such
<br />party, enforceable against such party in
<br />accordance with its terms.
<br />8.2 ParkMobile. ParkMobile represents, warrants,
<br />and covenants to Client that ParkMobile will
<br />perform the Services using personnel of
<br />required skill, experience, and qualifications and
<br />in a professional and workmanlike manner in
<br />accordance with generally recognized industry
<br />standards for similar services and will devote
<br />Docusign Envelope ID: 6423E261-A28E-4FC2-BFD8-12CA98036230
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