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(i)corrected software applicable to the Services; (ii)corrected materials in hard copy or electronic form describing the use and operation of the software applicable to the Services, including any manuals and programming tools; (iii) instruc=tions or procedures to bypass the problem until it more permanent correction can be implemented, or (iv) correctionlclari#kation of the functional definition of the Services. 1.4 No Performance Warranty. I he Services are provided to Client "A5 IS" with no warranty of arty kind. Notwithstanding the foregoing, Parkmobile shall provide the Services in accordance with tlae service levels set forth on Schedule 2, as the same may be amended front time to time. 1.9 Reservation of Ria=hts. All eights not expressly granted to Client herein are reserved to Parkmobile. All intellectual property rights related to the Services, as well as any additional services, software, technology or systents developed by Parkmobile, belool, to Parkmobile. 1.6 Pnb4ieity tri Services. All brochures and proinotional materials to be distributed by f licit in connection with the Services shall be in a form mutually agreed upon by the paries. 1.7 Cnotieratieon- Fach party shall reasonably cooperate with the other party to permit such party to perform its duties and obligations under this Agreement in a timely manner. 1.8 Authority of the Parties. Each party acknowledges and agrees that it Inas no authority to act on behalf of the other party other than as set forth in this Agreement or to enter into any contract or to incur any {lability on behalf of the other party, except with prior written consent of an authorized officer of such party. Faeh pare covenants that it shall not at any time represent, either orally or in writing, that it has any right, power or authority with respect to the other party not expressly granted to the other party by such party. ARTICLE 2 FEES; EXPENSES 2.1 Fees. The fees (the "Fees,") applicable to the Services, are set forth ort Schedule 3. ------- ---- hedtle 3 may be updated from time to time in writing upon the annual agreement of the panties to refect any changes or modifications in tine Fees payable hereunder. 2.2 Payment. Payment is due not later than forty-five (45) days after invoice. Late payment interest of tett percent (10%) per annum may be assessed by Parkmobile on any payment past due, in which case such interest shall accrue From the payment due date to the date payment is received. payment by Client to Parkmobile shall not exceed't wenty Five i'housandDollars ($25,000) annually. 2.3 Taxes. Parkambile's prices du not include sales, use, revenue or excise taxes, and accordingly, in addition to the price specified herein, the atnount of any sales, use, excise or other similar tax applicable to the Services provided hereunder shall be paid by Client, or, in lien thereof, Client shall provide Parkmobile with a tax exemption certificate issued by the appropriate taxing authority. 2.4 BiflnLDisautes. Client shall not he entitled to suspend payment of any disputed invoices. Any disputes must be submitted to Parkmobile in writing and with as explanation of the reason for the dispute. In the event that any payment dispute is resolved in favor of Client. Parkmobile shall credit Client on the immediately subsequent invoice issued to Client. 2.5 Expenses. Except as otherwise provided herein, Parkmobile shall not charge Client any costs for the integration of its system(s) or for the management of the project and the Services. Parkmobile shall charge Client for ordinary, necessary and reasonable third party costs only on direct cost basis and only after the prior approval of Client.