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Q ParkMobile
<br />Agreement, whether sounding in contract, tort, or statute
<br />are governed by, and construed in accordance with, the
<br />laws of the State of California, United States of America
<br />(including its statutes of limitations).
<br />12.6 Amendment; Waivers. Any amendment must be in writing,
<br />signed by both parties, and expressly state that it is
<br />amending this Agreement. No waiver by any party will be
<br />effective unless explicitly set forth in writing and signed by
<br />the party so waiving. No terms or conditions stated in a
<br />Client purchase order, vendor onboarding process or web
<br />portal, or any other Client order documentation shall be
<br />incorporated into or form any part of this Agreement, and all
<br />such terms or conditions shall be null and void,
<br />notwithstanding any language to the contrary therein,
<br />whether signed before or after this Agreement.
<br />12.7 Entire Agreement. This Agreement, together with any
<br />other documents incorporated herein by reference,
<br />constitutes the sole and entire agreement of the parties with
<br />respect to the subject matter of this Agreement and
<br />supersedes all prior and contemporaneous
<br />understandings, agreements, representations, and
<br />warranties, both written and oral, with respect to such
<br />subject matter.
<br />12.8 Third -Party Beneficiaries. There are no third -party
<br />beneficiaries under this Agreement.
<br />12.9 Force Majeure. Neither party will be liable to the other for
<br />any delay or failure to perform any obligation under this
<br />Agreement (except for a failure to pay Fees) if the delay or
<br />failure results from any cause beyond such party's
<br />reasonable control, including acts of God, labor disputes or
<br />other Industrial disturbances, systemic electrical,
<br />telecommunications, or other utility failures, earthquakes,
<br />storms or other elements of nature, pandemics, blockages,
<br />embargoes, riots, acts or orders of government, acts of
<br />terrorism, or war.
<br />12.10 Independent Contractors. The parties to this Agreement
<br />are independent contractors. The parties do not intend, and
<br />nothing in this Agreement should be construed, to create or
<br />enter into any partnership, joint venture, employment,
<br />franchise, agency, or similar relationship. Neither party has
<br />the power to bind the other or incur obligations on the other
<br />party's behalf without the other party's prior written consent.
<br />12.11 Export Control. Client will comply with all export and
<br />import laws and regulations of the United States and other
<br />applicable jurisdictions. Without limiting the foregoing,
<br />Client: (i) represents and warrants that it is not listed on any
<br />U.S. government list of prohibited or restricted parties or
<br />located (or a national of) a country that is subject to a U.S.
<br />government embargo or that has been designated by the
<br />U.S. government as a "terrorist supporting" country; (ii) will
<br />not (and will not permit any third parties to) access or use
<br />any Service in violation of any U.S. export embargo,
<br />prohibition or restriction, and (iii) will not submit to any
<br />Service any information that is controlled under the U.S.
<br />International Traffic in Arms Regulation.
<br />12.12 Interpretation. This Agreement shall be construed without
<br />regard to any presumption or rule requiring construction or
<br />interpretation against the party drafting an instrument or
<br />causing any instrument to be drafted. The Schedules
<br />ParkMobile Service Agreement
<br />referred to herein shall be construed with, and as an integral
<br />part of, this Agreement to the same extent as if they were
<br />set forth verbatim herein.
<br />12.13 Counterparts. The parties may execute this Agreement in
<br />counterparts, including PDF and other electronic copies,
<br />which taken together will constitute one instrument.
<br />13. DEFINITIONS
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<br />"Access Credentials" means any user name, identification
<br />number, password, license or security key, security token,
<br />PIN, or other security code, method, technology, or device,
<br />used alone or in combination, to verify an individual's
<br />identity and authorization to access and use the Platform.
<br />"Authorized User" means Client's employee, consultant,
<br />contractor, and agent who is authorized by Client to access
<br />and use the 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 names, and
<br />other distinctive brand features.
<br />"Client Data" means any data specific to Client's operation
<br />that Is provided by Client to ParkMobile to be used in the
<br />provision of Services that is not available to ParkMobile
<br />publicly or by other means.
<br />"Confidential Information" means information that one party
<br />(or an affiliate) discloses to the other party under this
<br />Agreement, and that is marked as confidential or would
<br />normally be considered confidential information under the
<br />circumstances. It does not include information that is
<br />independently developed by the recipient, is rightfully given
<br />to the recipient by a third party without confidentiality
<br />obligations or becomes public through no fault of the
<br />recipient.
<br />"Documentation" means any manuals, instructions, or other
<br />documents or materials that ParkMobile provides or makes
<br />available to Client in any form or medium and which
<br />describe the functionality, components, features, or
<br />requirements of the Services.
<br />"IF Rights" means any and all registered and unregistered
<br />rights granted, applied for, or otherwise now or hereafter in
<br />existence under or related to any patent, copyright,
<br />trademark, trade secret, database protection, or other
<br />intellectual property rights laws, and all similar or equivalent
<br />rights or forms of protection, in any part of the world.
<br />"Parking Information" means parking zones, parking rates,
<br />parking restrictions, selected payment methods, and other
<br />information necessary for the provision of the Services for
<br />a specific Parking Location.
<br />"Parking Location" means the location or locations of
<br />Client's on -street parking, off-street parking, reservation
<br />parking, parking lots, parking decks, permitted parking, and
<br />other facilities where ParkMobile Users may park.
<br />"ParkMobile Application" means any and all mobile and/or
<br />web applications, services, or interfaces developed,
<br />hosted, or managed by, on behalf of, or in partnership with
<br />ParkMobile and that are made available to the general
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