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Julota
<br /> Julota®SaaS Agreement
<br /> assigns its rights or obligations hereunder, in violation of this 17.11 Construction. This SaaS Agreement has been
<br /> Section, either Party may at its election,terminate this SaaS negotiated by the Parties and will be fairly interpreted in
<br /> Agreement, provided it does so within sixty (60) days of the accordance with its terms and without any strict construction
<br /> date that written notice of the assignment is provided to the in favor or against any party.
<br /> non-assigning Party. Subject to the foregoing, this SaaS 17.12 Counterparts and Signatures. This SaaS
<br /> Agreement shall bind and inure to the benefit of the parties, Agreement and any SOWs, exhibits, addenda and
<br /> their respective successors and permitted assigns. amendments may be executed in counterparts,each of which
<br /> 17.6 Entire Agreement Between Julota and Customer. shall be deemed an original and which shall together
<br /> This SaaS Agreement, including all SOWs, exhibits and constitute one instrument.Each party may execute this SaaS
<br /> addenda hereto,constitutes the entire agreement between the Agreement and any SOWs, exhibits, addenda Exhibit or
<br /> Parties and supersedes all prior and contemporaneous amendment hereto in the form of an electronic record utilizing
<br /> agreements, proposals or representations, written or oral, electronic signatures, as such terms are defined in the
<br /> concerning its subject matter.No modification,amendment,or Electronic Signatures in Global and National Commerce Act
<br /> waiver of any provision of this SaaS Agreement shall be (15 U.S.C.§7001 et seq.).Customer and its affiliates will not
<br /> effective unless in writing and either signed or accepted dispute the validity or authenticity of electronic signatures
<br /> electronically by the party against whom the modification, submitted to Julota by Customer or its affiliates, nor will
<br /> amendment or waiver is to be asserted.However,to the extent Customer or its affiliates dispute the legal authority,validity or
<br /> of any conflict or inconsistency between the provisions in the authenticity of those who sign with such electronic signatures
<br /> body of this SaaS Agreement and any SOW, exhibit or to bind Customer and its affiliates. Electronic signatures by
<br /> addendum hereto, the terms of such SOW, exhibit, or Customer and its affiliates, as well as signatures by either
<br /> addendum shall prevail. Notwithstanding any language to the party transmitted by facsimile or electronically via PDF or
<br /> contrary therein, no terms or conditions stated in a Customer similar file delivery method,shall have the same effect as an
<br /> purchase order or other order documentation (excluding original signature.
<br /> SOWs)shall be incorporated into or form any part of this SaaS 17.13 Federal Government End Use Provisions. If
<br /> Agreement,and all such terms or conditions shall be null and Customer is a U.S.federal government end user,the Services
<br /> void. Further, notwithstanding the foregoing, terms of the are a"Commercial Item"as that term is defined at 48 C.F.R.
<br /> SOW that conflict with or are inconsistent with this SaaS §2.101, consisting of"Commercial Computer Software" and
<br /> Agreement, which conflict with statutory or regulatory "Commercial Computer Software Documentation", as those
<br /> requirements will not control or supersede this SaaS terms are used in 48 C.F.R.§12.212 or 48 C.F.R.§227.7202.
<br /> Agreement and such terms will be deemed waived. Consistent with 48 C.F.R.§12.212 or 48 C.F.R.§227.7202-1
<br /> 17.7 Force Majeure. Neither party shall be in default if its through 227.7202-4, as applicable, these Services are
<br /> failure to perform any obligation under this SaaS Agreement licensed to Customer with only those rights as provided under
<br /> is caused solely by supervening conditions beyond that party's the terms and conditions of this SaaS Agreement.
<br /> reasonable control including, without limitation, acts of God, Each party hereto has caused this SaaS Agreement to be
<br /> civil commotion, war, strikes, labor disputes, third party executed by its authorized representative with effect from the
<br /> Internet service interruptions or slowdowns, vandalism or Effective Date.
<br /> "hacker'attacks, acts of terrorism or governmental demands
<br /> or requirements.
<br /> 17.8 No Third-Party Beneficiary Rights. This SaaS TouchPhrase Development,LLC dlbla Julota
<br /> Agreement is not intended to and shall not be construed to By: 11/25/2020
<br /> give any third party any interest or rights (including, without
<br /> limitation,any third party beneficiary rights)with respect to or in connection with any agreement or provision contained Name: Scott A. Cravens DATE
<br /> herein or contemplated hereby. Title: CEO
<br /> 17.9 Headings.The headings of the sections of this SaaS ‘v .#
<br /> Agreement are for reference only and shall not modify,define „
<br /> or limit any of the terms or provisions of this SaaS Agreement. City of Everett,W Police-Department( Customer )
<br /> 17.10 Severability. If any provision of this SaaS Agreement By:
<br /> yid Ai
<br /> shall be held to be illegal, invalid or unenforceable, that r��}
<br /> provision will be enforced to the maximum extent permissible Name: a� 1 k---�2-41\° DATE
<br /> so as to affect the intent of the parties and the validity,legality � / I2.1 t2d
<br /> /`(
<br /> and enforceability of the remaining provisions shall not in any Title: -t/ rn
<br /> way be affected or impaired thereby.
<br /> Offlce of City At
<br /> APPROVED AS TO FORM
<br /> torney
<br /> David C.Hallthe,City ey
<br /> G., ha4
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