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Julota
<br />Julota® SaaS Agreement
<br />assigns its rights or obligations hereunder, in violation of this
<br />Section, either Party may at its election, terminate this SaaS
<br />Agreement, provided it does so within sixty (60) days of the
<br />date that written notice of the assignment is provided to the
<br />non -assigning Party. Subject to the foregoing, this SaaS
<br />Agreement shall bind and inure to the benefit of the parties,
<br />their respective successors and permitted assigns.
<br />17 6 Entire Agreement Between Julota and Customer.
<br />This SaaS Agreement, including all SOWs, exhibits and
<br />addenda hereto, constitutes the entire agreement between the
<br />Parties and supersedes all prior and contemporaneous
<br />agreements, proposals or representations, written or oral,
<br />concerning its subject matter. No modification, amendment, or
<br />waiver of any provision of this SaaS Agreement shall be
<br />effective unless in writing and either signed or accepted
<br />electronically by the party against whom the modification,
<br />amendment or waiver is to be asserted. However, to the extent
<br />of any conflict or inconsistency between the provisions in the
<br />body of this SaaS Agreement and any SOW, exhibit or
<br />addendum hereto, the terms of such SOW, exhibit, or
<br />addendum shall prevail. Notwithstanding any language to the
<br />contrary therein, no terms or conditions stated in a Customer
<br />purchase order or other order documentation (excluding
<br />SOWs) shall be incorporated into or form any part of this SaaS
<br />Agreement, and all such terms or conditions shall be null and
<br />void. Further, notwithstanding the foregoing, terms of the
<br />SOW that conflict with or are inconsistent with this SaaS
<br />Agreement, which conflict with statutory or regulatory
<br />requirements will not control or supersede this SaaS
<br />Agreement and such terms will be deemed waived.
<br />17.7 Force Majeure. Neither party shall be in default if its
<br />failure to perform any obligation under this SaaS Agreement
<br />is caused solely by supervening conditions beyond that party's
<br />reasonable control including, without limitation, acts of God,
<br />civil commotion, war, strikes, labor disputes, third party
<br />Internet service interruptions or slowdowns, vandalism or
<br />`hacker" attacks, acts of terrorism or governmental demands
<br />or requirements.
<br />17.8 No Third -Party Beneficiary Rights. This SaaS
<br />Agreement is not intended to and shall not be construed to
<br />give any third party any interest or rights (including, without
<br />limitation, any third party beneficiary rights) with respect to or
<br />in connection with any agreement or provision contained
<br />herein or contemplated hereby.
<br />17.9 Headings. The headings of the sections of this SaaS
<br />Agreement are for reference only and shall not modify, define
<br />or limit any of the terms or provisions of this SaaS Agreement.
<br />17.10 Severability. If any provision of this SaaS Agreement
<br />shall be held to be illegal, invalid or unenforceable, that
<br />provision will be enforced to the maximum extent permissible
<br />so as to affect the intent of the parties and the validity, legality
<br />and enforceability of the remaining provisions shall not in any
<br />way be affected or impaired thereby.
<br />17.11 Construction. This SaaS Agreement has been
<br />negotiated by the Parties and will be fairly interpreted in
<br />accordance with its terms and without any strict construction
<br />in favor or against any party.
<br />17.12 Counterparts and Signatures. This SaaS
<br />Agreement and any SOWs, exhibits, addenda and
<br />amendments may be executed in counterparts, each of which
<br />shall be deemed an original and which shall together
<br />constitute one instrument. Each party may execute this SaaS
<br />Agreement and any SOWs, exhibits, addenda Exhibit or
<br />amendment hereto in the form of an electronic record utilizing
<br />electronic signatures, as such terms are defined in the
<br />Electronic Signatures in Global and National Commerce Act
<br />(15 U.S.C. § 7001 et seq.). Customer and its affiliates will not
<br />dispute the validity or authenticity of electronic signatures
<br />submitted to Julota by Customer or its affiliates, nor will
<br />Customer or its affiliates dispute the legal authority, validity or
<br />authenticity of those who sign with such electronic signatures
<br />to bind Customer and its affiliates. Electronic signatures by
<br />Customer and its affiliates, as well as signatures by either
<br />party transmitted by facsimile or electronically via PDF or
<br />similar file delivery method, shall have the same effect as an
<br />original signature.
<br />17.13 Federal Government End Use Provisions. If
<br />Customer is a U.S. federal government end user, the Services
<br />are a "Commercial Item" as that term is defined at 48 C.F.R.
<br />§2.101, consisting of "Commercial Computer Software" and
<br />"Commercial Computer Software Documentation", as those
<br />terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202.
<br />Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1
<br />through 227.7202-4, as applicable, these Services are
<br />licensed to Customer with only those rights as provided under
<br />the terms and conditions of this SaaS Agreement.
<br />Each party hereto has caused this SaaS Agreement to be
<br />executed by its authorized representative with effect from the
<br />Effective Date.
<br />TouchPhrase Development, LLC d/b/a Julota
<br />By:
<br />11/25/2020
<br />Name: Scott A. Cravens DATE
<br />Title: C E O
<br />City of Everett, WA Police Department ("Customer")
<br />By:
<br />Name:
<br />Title:
<br />DATE
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