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<br />11. PERFORMANCE
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<br />11.1 PARKEON may provide specific remedies regarding specific perfonnance and availability in the Service Application Fonn which states the customer's sole
<br />and exclusive remedies for any Services problems,
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<br />11.2 PARKEON's Availability Commitments is calculated on a daily and a monthly basis. The rate of the Availability Commitments is defined in the Service
<br />application form on a monthly basis (herafter monthly guaranteed Availability Rate).
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<br />If the monthly Availability Commitments rate is lower than the monthly guaranteed Availability Rate, the Service will not be charged to the Customer for
<br />each day while the Daily Service Availability Rate is lower than the Guaranteed Availability Rate, If the service is provided through a Package, the Package
<br />will not be charged to the Customer in the same conditions.
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<br />11.3 For the avoidance of doubt, any specific remedies shall be paid to the Customer in case of force majeure as defined in article 12, or when Third Parties fail to
<br />provide services or products necessary for the production of services, or when no alternative can be provided using reasonable efforts.
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<br />12, FORCE MAJEURE
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<br />12.1 Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of
<br />God, acts of civil or military authorities, civil disturbances, wars, strikes or other labour disputes, fires, transportation contingencies, interruptions
<br />telecommunications, utility, internet services or network provider services, acts or omissions of a third party, infiltration or disruption of P ARKEON services
<br />by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, wonns, time bombs or any software programs or
<br />technology designed to disrupt or delay the PARKEON's services or other catastrophes or any other occurrences which are beyond such.Parties' reasonable
<br />control.
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<br />12.2 In an event of Force Majeure the affected party shall notify in writing the other party within 3 business days following its occurrence,
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<br />13, TERMINATION
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<br />13.1 Without prejudice to any other rights or remedies to which the parties may be entitled, each party may:
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<br />a) tenninate the Agreement in the event of a material breach of this Agreement which, if capable of remedy, is not remedied within 30 days of its notification to
<br />the other party in writing to remedy such breach;
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<br />b) immediately tenninate the Agreement if: (i) a receiver or administrator is appointed over the other party or its assets or if the other party is subject to court-
<br />ordered bankruptcy, liquidation or any analogous proceedings under laws of any jurisdiction or (ii) the other party suspends or ceases, or threatens to
<br />suspend or cease, to carry on all or a substantial part of its activity;
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<br />c) tenninate the Contract in the event of a Force Majeure affecting the Contract for an uninterrupted period of over 3 months as of the date of the notice of
<br />Force Majeure.
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<br />13.2 In the event oftennination, the city shall compensate the contractor for all services satisfactorily perfonned prior io the date oftennination. City shall not be
<br />liable for any special, indirect, incidental or consequential losses, cost, damages, charges or expense.
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<br />14. GENERAL
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<br />14.1 Entire agreement:
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<br />This Agreement including the standard tenns and ,<onditions, the Service Application Form, the schedules represents the entire agreement of the Parties and
<br />supersedes all other agreement, written or oral between the parties relating to the services.
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<br />Any modification to this agreement shall be in writing and signed by authorized representative ofboth Parties,
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<br />The standard tenns and conditions and the Services may evolve or be replaced by others from time to time during the Term of Agreement. In such case,
<br />PARKEON shall inform the Customer in writing.
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<br />14.2 Severability:
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<br />In the event that the highest court of a competent jurisdiction to which the matter is appealed detennines that any part or provision of this Master Agreement is
<br />invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. In such event, the
<br />Parties shall replace any such part or provision affected thereby by a part or provision that is valid and enforceable,
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<br />14.3 Non-waiver:
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<br />The failure of any Party to insist upon strict perfonnance of any of the tenns or conditions herein, irrespective or the length of time for which such failure shall
<br />continue, shall not be a waiver of that Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or
<br />default in the perfonnance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of
<br />the same or any other obligation of this Agreement. No waiver or consent shall be effective unless in writing and signed by the Party against whom such waiver or
<br />consent is asserted,
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<br />14.4 Governing law and Jurisdiction:
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<br />The validity of this Agreement and the interpretation and perfonnance of all of its tenns shall be construed and enforced in accordance with the laws of the State
<br />of Florida, without regard to principles of conflict of laws thereof, The location of any legal action or proceeding commenced under or pursuant to this Agreement
<br />shall be in Miami-Dade County, Florida," .
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<br />14,5 Assignment:
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<br />The Customer is not authorised to assign this Agreement or a portion of it without the prior consent of P ARKEON .
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<br />14.6 Advertising and References:
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<br />2011 7 11 Services Agreement FinaLdoc
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<br />Paraphs:
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