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VISIPHOR CORP 1 -2006
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VISIPHOR CORP 1 -2006
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Entry Properties
Last modified
5/6/2020 11:01:56 AM
Creation date
7/26/2006 9:21:16 AM
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Template:
Contracts
Company Name
VISIPHOR CORPORATION
Contract #
A-2006-169
Agency
POLICE
Council Approval Date
7/3/2006
Insurance Exp Date
8/31/2007
Destruction Year
2015
Notes
Amended by A-2009-009, A-2009-157, A-2010-138(A-2010-228)
Document Relationships
VISIPHOR CORPORATION (KCC) KNOWLEGE OF COMPUTING (CANADA) 1B-2009
(Amended By)
Path:
\Contracts / Agreements\V
VISIPHOR CORPORATION 1A-2009
(Amended By)
Path:
\Contracts / Agreements\V
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Agreement between Vfsfphor Corporation and City o/Santa Ana [Exhlb/t E] <br />6.8 Except for the indemnification obligations of VISIPHOR incorporated into this <br />Agreement under Section 4.2, except for the indemnification obligations of VISIPHOR <br />under Section 6.9 of this License Agreement with respect to any Loss azising from the <br />breach of any of the warranties in Sections 6.3, 6.4 and 6.5, and except as otherwise <br />provided in the other Transaction Documents, th no event will either party, their <br />assignees or their respective directors, officers, public officials, shareholders, employees <br />or contractors be liable for any incidental, indirect, special or consequential damages, nor <br />for any loss of use, revenues, profits or savings for any matter whatsoever, even if that <br />party knew or should have known of the possibility or likelihood of such damages. The <br />foregoing exclusion will not apply to any malicious or wilful misconduct by either party. <br />6.9 Except for the amount of any Loss payable to the Customer under Section 4.2, <br />and except for the indemnification obligations of VISIPHOR under Section 6.9 of this <br />License Agreement with respect to any Loss arising from the breach of any of the <br />warranties in Sections 6.3, 6.4 and 6.5, for which there is no limitation and except as <br />otherwise provided in the other Transaction Documents, the liability of either party <br />arising out of this License Agreement shall not exceed the aggregate amount paid by the <br />Customer to VISIPHOR under the Transaction Documents. The Customer acknowledges <br />that the Software may be used in the suspect identification process by automatically <br />retrieving from a database candidate facial images and textual information that are <br />determined by the facial recognition algorithm and search utilities to "match" the facial <br />image used to "probe" the database. The Customer further acknowledges that a "facial <br />recognition" match is only one of many due diligence steps associated with the <br />identification process, and that the responsibility and rationale for all final identification <br />decisions rest with the officer and agency using the tool. Therefore, VISIPHOR will <br />have no liability to any Person for any loss, liability or damage resulting from the mis- <br />identification of asuspect or other individual resulting from the use of the Software. <br />TERMINATION <br />7.1 The License will be perpetual unless terminated as provided herein. <br />7.2 VISIPHOR will have the right to terminate the License and this License <br />Agreement immediately upon written notice to the Customer if the Customer breaches <br />Sections 3.l(a), 3.1(b), 3.3, 3.6, 5.2 or 7.12 of this License Agreement, and Section 7.4 <br />does not apply to such breach, and such breach is not cured to the satisfaction of <br />VISIPHOR, acting reasonably, within 30 calendar days after notice in writing to the <br />Customer describing the breach th reasonable detail, provided that if a breach specified in <br />a notice under this section cannot be remedied with the exercise of due diligence by the <br />Customer within such 30 calendar day period, then the Customer will have such <br />additional period to remedy the breach as may be required, so long as the Customer <br />diligently proceeds with such remedying process. <br />7.3 [n addition to the obligations of the parties under Section 7.10; upon termination <br />of the License and this License Agreement by VISIPHOR pursuant to Section 7.2 all <br />payments to VISIPHOR accrued pursuant to this Agreement will become due and <br />payable by the Customer within two weeks after the effective date of termination. <br />Confidential Pageb <br />Ciry of Santa Ma-ExbibitE Copyright®2006-Visiphor Corporation <br />Deleted: ]6/072006 J <br />17/0 <br />
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