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destruction or damage in relation to the personal data and Personal Information and the nature of the personal data
<br />and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken.
<br />10. Representations and Warranties.
<br />10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or
<br />has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or
<br />licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used
<br />by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, or
<br />copyright.
<br />10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer
<br />relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant
<br />to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option,
<br />(1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it
<br />becomes non -infringing, but equivalent in functionality and performance.
<br />10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from Delivery (the "Warranty
<br />Period") the Software will substantially conform in all material respects to the specifications set forth in the
<br />Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this
<br />Agreement; and (ii) at the time of Delivery the Software does not contain any virus or other malicious code.
<br />10.4. Software Remedy. if, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software,
<br />CentralSquare shall, at its option and as the sole remedy, reinstall the Software or correct the Defects pursuant to
<br />Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.
<br />10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the
<br />deliverables specified in the applicable statement of work and that all Professional Services will be performed in a
<br />professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do
<br />not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing,
<br />within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non -conforming
<br />deliverables.
<br />10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,
<br />CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO
<br />THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER
<br />RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER
<br />EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE
<br />OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE
<br />EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY
<br />IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN
<br />MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL
<br />OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE
<br />EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD -PARTY MATERIALS
<br />ARE PROVIDED "AS -IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM
<br />IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY. THIS AGREEMENT DOES NOT AMEND, OR
<br />MODIFY CENTRALSQUARE'S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS,
<br />OR. RESTRICTIONS THEREOF.
<br />11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be
<br />deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested;
<br />transmitted by facsimile or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at
<br />its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing
<br />by the other Party.
<br />If to CentralSquare CentralSquare Technologies, LLC
<br />1000 Business Center Dr.
<br />Lake Mary, FL 32746
<br />Phone: 407-304-3235
<br />Attention: Legal/Contracts
<br />If to Customer: Sunny Isles Beach Police Department
<br />Police Department
<br />18070 Collins Avenue
<br />Sunny Isles Beach, FL 33160
<br />MORE INFORMATION AT CENTRALSQUARE.COM
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