Reso 2020-3059 - Laserfiche WebLink

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{ The parties shall cooperate with each other in protecting their respective trade names,designs,trademarks and other similar intellectual property rights from unauthorized use. • Section 6 TERM AND TERMINATION 6.1 TERM AND RENEWAL • This Agreement shall enter into force for a period of three(3)consecutive years from the date signed unless earlier terminated in accordance with this Section 6. The contract shall be automatically renewed annually on the anniversary of the termination date above Unless either party gives the other party at least ninety(90)days prior written notice of•its intent not to renew the Agreement. 6.2 TERMINATION . Should.a party breach a material term and such breach remains uncorrected for thirty(30)days after receipt of a written notice by the breaching party,the non-breaching party may,in addition to all other remedies available at law, terminate this Agreement by providing written notice to the breaching party, without further obligation provided, however,that if the nature of the breach is such that it cannot be reasonably cured within such thirty(30)day period, the breaching party will not be deemed in default of this Agreement so long as such party commences efforts to effect a cure and is diligently pursuing such efforts.Provided,further,that if the breach is as a result of the non-payment.of any fee,the non-breaching party may terminate this Agreement if such breach remains uncorrected for ten(10)days after the breaching party's receipt of notice of such breach, Within thirty (30) days after the termination of this Agreement. Section 7 REPRESENTATIONS AND WARRANTIES 7.1 MUTUAL REPRESENTATIONS AND WARRANTIES • Each party represents and warrants to the other that: i) it has the full corporate right and authority,and possesses all licenses,permits,authorizations and • rights-to-intellectual property,necessary to enter into and perform this Agreement; ii) its entry into and performance of this Agreement do not and will not conflict with or result in a breach or violation of any agreement or order by which it is bound;and iii) this Agreement constitutes its legal,valid and binding obligations enforceable against it in accordance with the terms of this Agreement. Section 8 DISCLAIMER,INDEMNIFICATION AND LIMITATION OF LIABILITY 8:1 DISCLAIMER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PAYBYPHONE DOES NOT MAKE; AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS •OR IMPLIED,REGARDING THE PAYBYPHONE MOBILE PAYMENT SERVICES INCLUDING ANY.IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT..CLIENT ACKNOWLEDGES THAT THE PAYBYPHONE MOBILE PAYMENT.SERVICES. AND SERVICES FURNISHED BY PAYBYPHONE UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,ANY SERVERS OR OTHER HARDWARE,SOFTWARE,APPLICATIONS AND ANY OTHER ITEMS.USED OR PROVIDED BY PAYBYPHONE OR ANY THIRD PARTIES IN CONNECTION WITH PROVIDING ACCESS TO OR.HOSTING ANY'OF THE FOREGOING OR THE PERFORMANCE OF ANY SERVICES BY PAYBYPHONE UNDER THIS AGREEMENT)ARE PROVIDED BY PAYBYPHONE"AS IS". 8.2 INDEMNIFICATION Subject to Section 9.3,PayByPhone will protect, defend, indemnify and hold harniless the Client and the City of •Miami its officers, employees;volunteers, and agents from and any against any and all third party claims, actions, Page 3 of 8 s 1 B