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Page 8 of 11 WA City of Everett – LC-10003706 2023-08-16 9.10_LD
<br />The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681.
<br />f. Amendments / Modifications. Any modifications, amendments or supplements to the Agreement must be made in writing and
<br />be signed by duly authorized officers of each party. Furthermore, the Agreement may not be modified, amended or
<br />supplemented by email exchange, even if the email contains a printed name or signature line bearing signature-like font. The
<br />foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of
<br />both parties, provided such signatures include digital certifications or are otherwise authenticated.
<br />g. Payment on Breach. In the event of a breach of your obligations under the Agreement, including your payment obligations,
<br />you agree to pay all of EagleView's costs of enforcement and collection, including court costs and reasonable attorneys' fees.
<br />h. Notices. All notices and other communications hereunder shall be in writing or, solely with respect to the Online Services,
<br />displayed electronically in the Online Services by EagleView. Notices shall be deemed to have been properly given on the
<br />date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date
<br />received, if delivered in any other manner. Legal notices to EagleView should be sent to EagleView, Attn: General Counsel,
<br />25 Methodist Hill Drive, Rochester, New York 14623.
<br />i. No Waiver. No waiver of a breach of any term of the Agreement will be effective unless in writing and duly executed by the
<br />waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of the
<br />Agreement. No failure on the part of a party to exercise, and no delay in exercising any of its rights hereunder will operate as
<br />a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or
<br />the exercise of any other right.
<br />j. Assignment. Neither you nor any Authorized User may assign or otherwise transfer your rights or delegate your duties under
<br />the Agreement without the prior written consent of EagleView. Any attempt by you or any Authorized User to assign, transfer
<br />or delegate your rights or obligations under the Agreement without EagleView’s consent shall be void, and shall also void the
<br />limited license granted to you by the Agreement. The Agreement and any amendment thereto shall be binding on, and will
<br />inure to the benefit of the parties and their respective successors and permitted assigns.
<br />k. Governing Law. This Agreement will be governed by the laws of the State of Customer, without regard to conflict of law
<br />principles. The parties agree that any claims, legal proceedings, disputes and litigation arising out of or in connection with
<br />this Agreement will be brought solely in the state or federal courts located in the jurisdiction in which the Customer is based.
<br />l. Force Majeure. Except with respect to Customer’s payment obligations for Content or Services (or both) provided, each party
<br />will be excused from performance under the Agreement, will not be deemed to be in breach hereof, and will have no liability
<br />to the other party whatsoever if either party is prevented from performing any of its obligations hereunder, in whole or in part,
<br />as a result of a Force Majeure Event. A “Force Majeure Event” means an event or occurrence beyond the control of the
<br />nonperforming party, such as an act of God or of the public enemy, embargo or other act of government in either its sovereign
<br />or contractual capacity, government regulation, travel ban or request, court order, civil disturbance, terrorism, war, quarantine
<br />restriction, epidemic, virus, fire, weather, flood, accident, strike, slowdown, delay in transportation, electrical power outage,
<br />interruption or degradation in electronic communications systems, inability to obtain necessary labor, materials or
<br />manufacturing facilities, and other similar events. In the event of any delay resulting from a Force Majeure Event, any date
<br />of delivery hereunder will be extended for a period equal to the time lost because of the delay.
<br />m. Severability. The Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of the
<br />Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and
<br />reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such
<br />invalidity or unenforceability will not affect any other provision of the Agreement.
<br />n. Third Party Beneficiary. Where applicable, each affiliate of EagleView and each third party supplier of the Content or Services
<br />has the right to assert and enforce the provisions of the Agreement directly on its own behalf as a third party beneficiary.
<br />o. Entire Agreement. The Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces
<br />and supersedes any prior written or verbal communications, representations, proposals or quotations relating to that subject
<br />matter.
<br />p. Construction. The headings in the Agreement are for convenience only. They do not constitute a portion of the Agreement
<br />and will not be used in any construction of it. The terms “include” and “including” are not limiting.
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