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<br />Non-Professional Services Agreement between 1/16/2025
<br />City of San Leandro and ParkMobile, LLC Exhibit D Page 6 of 7
<br />adequate resources to meet its obligations under
<br />this Agreement.
<br />8.3 Disclaimers. EXCEPT FOR THE EXPRESS
<br />WARRANTIES SET FORTH IN SECTION 8.1
<br />AND SECTION 8.2, ALL SERVICES ARE
<br />PROVIDED “AS IS.” PARKMOBILE
<br />SPECIFICALLY DISCLAIMS ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE,
<br />TITLE, AND NON-INFRINGEMENT, AND
<br />ALL WARRANTIES ARISING FROM
<br />COURSE OF DEALING, USAGE, OR TRADE
<br />PRACTICE. WITHOUT LIMITING THE
<br />FOREGOING, PARKMOBILE DOES NOT
<br />WARRANT THAT THE SERVICES OR ANY
<br />PRODUCTS OR RESULTS OF THE USE
<br />THEREOF WILL BE UNINTERRUPTED OR
<br />ERROR-FREE. PARKMOBILE SHALL NOT
<br />BE LIABLE FOR DELAYS,
<br />INTERRUPTIONS, SERVICE FAILURES, OR
<br />OTHER PROBLEMS INHERENT IN USE OF
<br />THE INTERNET AND ELECTRONIC
<br />COMMUNICATIONS.
<br />9. INDEMNIFICATION
<br />9.1 Client. Client will indemnify, defend, and hold
<br />harmless ParkMobile from and against any and
<br />all Losses incurred by ParkMobile resulting
<br />from any Third-Party Claim arising out of
<br />Client’s disclosure or use of ParkMobile User
<br />Data in violation of this Agreement.
<br />9.2 Mitigation. If any of the Services are claimed
<br />to, or in ParkMobile’s opinion are likely to,
<br />infringe, misappropriate, or otherwise violate
<br />any third-party IP Rights, or if Client’s use of
<br />the Services is enjoined or threatened to be
<br />enjoined, ParkMobile may, at its option and sole
<br />cost and expense: (a) obtain the right for Client
<br />to continue to use the Services as contemplated
<br />by this Agreement; (b) modify or replace the
<br />Services, in whole or in part, to seek to make
<br />the Services (as so modified or replaced) non-
<br />infringing, while providing equivalent features
<br />and functionality, in which case such
<br />modifications or replacements will constitute
<br />the Services, as applicable, under this
<br />Agreement; or (c) by written notice to Client,
<br />terminate this Agreement and require Client to
<br />immediately cease any use of the Services.
<br />10. LIMITATION OF REMEDIES AND
<br />DAMAGES
<br />10.1 Exclusion of Damages. EXCEPT AS
<br />OTHERWISE PROVIDED IN SECTION 10.3,
<br />IN NO EVENT WILL PARKMOBILE OR
<br />ANY OF ITS LICENSORS, SERVICE
<br />PROVIDERS, OR SUPPLIERS BE LIABLE
<br />UNDER OR IN CONNECTION WITH THIS
<br />AGREEMENT OR ITS SUBJECT MATTER
<br />UNDER ANY LEGAL OR EQUITABLE
<br />THEORY, INCLUDING BREACH OF
<br />CONTRACT, TORT (INCLUDING
<br />NEGLIGENCE), STRICT LIABILITY, AND
<br />OTHERWISE, FOR ANY: (A) LOSS OF
<br />PRODUCTION, USE, BUSINESS, REVENUE,
<br />OR PROFIT OR DIMINUTION IN VALUE;
<br />(B) IMPAIRMENT, INABILITY TO USE OR
<br />LOSS, INTERRUPTION, OR DELAY OF THE
<br />SERVICES; (C) LOSS, DAMAGE,
<br />CORRUPTION, OR RECOVERY OF DATA,
<br />OR BREACH OF DATA OR SYSTEM
<br />SECURITY; (D) COST OF REPLACEMENT
<br />GOODS OR SERVICES; (E) LOSS OF
<br />GOODWILL OR REPUTATION; OR (F)
<br />CONSEQUENTIAL, INCIDENTAL,
<br />INDIRECT, EXEMPLARY, SPECIAL,
<br />ENHANCED, OR PUNITIVE DAMAGES,
<br />REGARDLESS OF WHETHER SUCH
<br />PERSONS WERE ADVISED OF THE
<br />POSSIBILITY OF SUCH LOSSES OR
<br />DAMAGES OR SUCH LOSSES OR
<br />DAMAGES WERE OTHERWISE
<br />FORESEEABLE, AND
<br />NOTWITHSTANDING THE FAILURE OF
<br />ANY AGREED OR OTHER REMEDY OF ITS
<br />ESSENTIAL PURPOSE.
<br />10.2 Cap on Monetary Liability. EXCEPT AS
<br />OTHERWISE PROVIDED IN SECTION 10.3,
<br />IN NO EVENT WILL THE COLLECTIVE
<br />AGGREGATE LIABILITY OF
<br />PARKMOBILE ARISING OUT OF OR
<br />RELATED TO THIS AGREEMENT,
<br />WHETHER ARISING UNDER OR RELATED
<br />TO BREACH OF CONTRACT, TORT
<br />(INCLUDING NEGLIGENCE), STRICT
<br />LIABILITY, OR ANY OTHER LEGAL OR
<br />EQUITABLE THEORY, EXCEED ONE
<br />TIMES THE TOTAL AMOUNTS PAID TO
<br />Docusign Envelope ID: 6423E261-A28E-4FC2-BFD8-12CA98036230
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