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resell ParkMobile User Data in any capacity or form; (11) 7.6
<br />create any derivative work using ParkMobile User Data; or
<br />(111) use ParkMobile User Data for purposes other than
<br />those specifically allowed in this Agreement.
<br />Notwithstanding the foregoing, the parties acknowledge
<br />and agree that ParkMobile will not sublicense or provide
<br />any PC[ Data to Client.
<br />6.6 Resultant Data. Resultant Data remains the sole and
<br />exclusive property of ParkMobile. ParkMobile grants Client
<br />a revocable, royalty -free, non-exclusive, non -assignable,
<br />non -transferable license to applicable Resultant Data for
<br />the duration of the term only for Client's internal use in
<br />connection with the Services.
<br />6.7 Reservation of Rights. ParkMobile reserves all rights not
<br />expressly granted to Client in this Agreement. Except for
<br />the limited rights and licenses expressly granted under this
<br />Agreement, nothing in this Agreement grants, by
<br />implication, waiver, estoppel, or otherwise, to Client or any
<br />third party any IP Rights or other right, title, or interest in or
<br />to the ParkMobile Application and/or the Platform.
<br />7. FEES AND PAYMENT
<br />7.1 Fees. Client shall pay ParkMobile the fees set forth in the
<br />Agreement that incorporates these Client General Terms &
<br />Conditions ("Fees") in accordance with this Section 7.
<br />7.2 Payment Terms. The parties designate Client as the
<br />merchant of record. Client is responsible for the payment of
<br />payment processing and related fees. ParkMobile will pass
<br />real-time authorized debit/credit card transactions to Client
<br />via a gateway solution. ParkMobile will issue invoices to
<br />Client on a monthly basis for all fees due to ParkMobile
<br />under this Agreement. Client shall pay each invoice within
<br />thirty (30) days of the invoice date. Client shall make all
<br />payments hereunder in US dollars to the address or
<br />account specified on the applicable invoice, City and
<br />Consultant agree that all payments due and owing under
<br />this Agreement shall be made through Automated Clearing
<br />House (ACH) transfers. Consultant agrees to execute the
<br />City's standard ACH Vendor Payment Authorization and
<br />provide required documentation. Upon verification of the
<br />data provided, the City will be authorized to deposit
<br />payments directly into Consultant's account(s) with
<br />financial institutions.
<br />7.3 Taxes. All fees and other amounts payable by Client under
<br />this Agreement are exclusive of taxes and similar
<br />assessments. Without limiting the foregoing, Client is
<br />responsible for all sales, use, and excise taxes, and any
<br />other similar taxes, duties, and charges of any kind imposed
<br />by any federal, state, or local governmental or regulatory
<br />authority on any amounts payable by Client hereunder,
<br />other than any taxes imposed on ParkMobile's income.
<br />7.4 Reserved
<br />7.5 No Deductions or Setoffs. All amounts payable to
<br />ParkMobile under this Agreement shall be paid by Client to
<br />ParkMobile in full without any setoff, recoupment,
<br />counterclaim, deduction, debit, or withholding for any
<br />reason (other than any deduction or withholding of tax as
<br />may be required by applicable law).
<br />ParkMobile Service Agreement
<br />Fee Increases. Beginning on the first anniversary of the
<br />Effective Date and continuing annually thereafter on a
<br />compounding basis, fees shall increase by five percent
<br />(5%) or the percentage equal to the average increase In all
<br />items under the Consumer Price Index over the prior 12-
<br />month period, whichever is greater. Based on this criteria,
<br />fees shall then round up to the nearest two (2) decimal
<br />places. This change will take effect without prior notice to
<br />Client.
<br />7.7 Reserved.
<br />8. REPRESENTATIONS AND WARRANTIES
<br />8.1 Mutual. Each party represents, warrants and covenants to
<br />the other party that: (a) it is duly organized, validly existing,
<br />and in good standing as a corporation or other legal entity
<br />under the laws of the jurisdiction of its incorporation or other
<br />organization; (b) it has the full right, power, and authority to
<br />enter into and perform its obligations and grant the rights,
<br />licenses, consents, and authorizations it grants or is
<br />required to grant under this Agreement; (c) the
<br />representative that Is executing this Agreement has been
<br />duly authorized by all necessary corporate or organizational
<br />action of such party; and (d) when executed and delivered
<br />by both parties, this Agreement will constitute the legal,
<br />valid, and binding obligation of such party, enforceable
<br />against such party in accordance with its terms.
<br />8.2 ParkMobile. ParkMobile represents, warrants, and
<br />covenants to Client that ParkMobile will perform the
<br />Services using personnel of required skill, experience, and
<br />qualifications and in a professional and workmanlike
<br />manner in accordance with generally recognized industry
<br />standards for similar services and will devote adequate
<br />resources to meet its obligations under this Agreement.
<br />8.3 Disclaimers. EXCEPT FOR THE EXPRESS
<br />WARRANTIES SET FORTH IN SECTION 8.1 AND
<br />SECTION 8.2, ALL SERVICES ARE PROVIDED "AS IS."
<br />PARKMOBILE SPECIFICALLY DISCLAIMS ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FORA
<br />PARTICULAR PURPOSE, TITLE, AND NON -
<br />INFRINGEMENT, AND ALL WARRANTIES ARISING
<br />FROM COURSE OF DEALING, USAGE, OR'TRADE
<br />PRACTICE. WITHOUT LIMITING THE FOREGOING,
<br />PARKMOBILE DOES NOT WARRANT THAT THE
<br />SERVICES OR ANY PRODUCTS OR RESULTS OF THE
<br />USE THEREOF WILL BE UNINTERRUPTED OR ERROR -
<br />FREE. PARKMOBILE SHALL NOT BE LIABLE FOR
<br />DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR
<br />OTHER PROBLEMS INHERENT IN USE OF THE
<br />INTERNET AND ELECTRONIC COMMUNICATIONS.
<br />9. INDEMNIFICATION
<br />9.1 Mutual. Each party will indemnify, defend, and hold
<br />harmless the other party from and against any and all
<br />losses, damages, liabilities, costs (including reasonable
<br />attorneys' fees) ("Losses") incurred as a result from any
<br />third -party claim, suit, action, or proceeding ("Third -Party
<br />Claim") to the extent it arises from a breach of the
<br />indemnifying party's representations and warranties under
<br />this Agreement.
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