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<br />Non-Professional Services Agreement between 1/16/2025
<br />City of San Leandro and ParkMobile, LLC Exhibit D Page 7 of 7
<br />PARKMOBILE UNDER THIS AGREEMENT
<br />IN THE 12 MONTH PERIOD PRECEDING
<br />THE EVENT GIVING RISE TO THE CLAIM.
<br />THE FOREGOING LIMITATIONS APPLY
<br />EVEN IF ANY REMEDY FAILS OF ITS
<br />ESSENTIAL PURPOSE.
<br />10.3 Exceptions. The exclusions and limitations in
<br />Section 10.1 and Section 10.2 do not apply to
<br />ParkMobile's obligations under Section 9 or
<br />liability for ParkMobile's gross negligence or
<br />willful misconduct.
<br />11. RESERVED
<br />12. GENERAL TERMS
<br />12.1 Severability. If a court of competent jurisdiction holds any term
<br />or provision of this Agreement to be invalid, illegal or
<br />unenforceable, the rest of the Agreement will remain in effect.
<br />12.2 Headings. The headings in this Agreement are
<br />for reference only and do not affect the
<br />interpretation of this Agreement.
<br />12.3 Amendment; Waivers. Any amendment must
<br />be in writing, signed by both parties, and
<br />expressly state that it is amending this
<br />Agreement. No waiver by any party will be
<br />effective unless explicitly set forth in writing
<br />and signed by the party so waiving. No terms or
<br />conditions stated in a Client purchase order,
<br />vendor onboarding process or web portal, or any
<br />other Client order documentation shall be
<br />incorporated into or form any part of this
<br />Agreement, and all such terms or conditions
<br />shall be null and void, notwithstanding any
<br />language to the contrary therein, whether signed
<br />before or after this Agreement.
<br />12.4 Third-Party Beneficiaries. There are no third-
<br />party beneficiaries under this Agreement.
<br />12.5 Force Majeure. Neither party will be liable to
<br />the other for any delay or failure to perform any
<br />obligation under this Agreement (except for a
<br />failure to pay Fees) if the delay or failure results
<br />from any cause beyond such party’s reasonable
<br />control, including acts of God, labor disputes or
<br />other industrial disturbances, systemic
<br />electrical, telecommunications, or other utility
<br />failures, earthquakes, storms or other elements
<br />of nature, pandemics, blockages, embargoes,
<br />riots, acts or orders of government, acts of
<br />terrorism, or war.
<br />12.6 Export Control. Client will comply with all
<br />export and import laws and regulations of the
<br />United States and other applicable jurisdictions.
<br />Without limiting the foregoing, Client: (i)
<br />represents and warrants that it is not listed on
<br />any U.S. government list of prohibited or
<br />restricted parties or located (or a national of) a
<br />country that is subject to a U.S. government
<br />embargo or that has been designated by the U.S.
<br />government as a “terrorist supporting” country;
<br />(ii) will not (and will not permit any third
<br />parties to) access or use any Service in violation
<br />of any U.S. export embargo, prohibition or
<br />restriction, and (iii) will not submit to any
<br />Service any information that is controlled under
<br />the U.S. International Traffic in Arms
<br />Regulation.
<br />12.7 Counterparts. The parties may execute this
<br />Agreement in counterparts, including PDF and
<br />other electronic copies, which taken together
<br />will constitute one instrument.
<br />13. DEFINITIONS
<br />"Access Credentials" means any user name,
<br />identification number, password, license or
<br />security key, security token, PIN, or other
<br />security code, method, technology, or device,
<br />used alone or in combination, to verify an
<br />individual's identity and authorization to access
<br />and use the Platform.
<br />"Authorized User" means Client's employee,
<br />consultant, contractor, and agent who is
<br />authorized by Client to access and use the
<br />Platform under the rights granted to Client
<br />pursuant to this Agreement.
<br />"Brand Features" means a party’s trade names,
<br />trademarks, service marks, logos, domain
<br />names, and other distinctive brand features.
<br />"Client Data" means any data specific to
<br />Client’s operation that is provided by Client to
<br />ParkMobile to be used in the provision of
<br />Services that is not available to ParkMobile
<br />publicly or by other means.
<br />"Confidential Information" means information
<br />that one party (or an affiliate) discloses to the
<br />other party under this Agreement, and that is
<br />marked as confidential or would normally be
<br />considered confidential information under the
<br />circumstances. It does not include information
<br />Docusign Envelope ID: 6423E261-A28E-4FC2-BFD8-12CA98036230
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