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11.4. Each Party shall take appropriate technical and organizational measures against unauthorized or <br />unlawful processing of the personal data and personal information or its accidental loss, destruction or <br />damage so that, having regard to the state of technological development and the cost of implementing <br />any measures, the measures taken ensure a level of security appropriate to the harm that might result <br />from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to <br />the personal data and personal information and the nature of the personal data and personal information <br />being protected. If necessary, the parties will cooperate to document these measures taken. <br />12. Standard of Performance; Representations and Warranties. <br />12.1. CentralSquare shall perform all services required pursuant to this Agreement in the manner and <br />according to the standards observed by a competent practitioner of the profession in which CentralSquare <br />is engaged in the San Francisco Bay Area. CentralSquare shall prepare all work product required by this <br />Agreement in a substantial, first-class manner and shall conform to the standards of quality normally <br />observed by a person practicing in CentralSquare's profession. <br />12.2. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software <br />and has the right to license the Software as described in this Agreement. CentralSquare further warrants <br />and represents that the CentralSquare Software does not contain any "back door", "time bomb", "Trojan <br />horse", "worm", "drop dead device" or other program routine or hardware device inserted and intended <br />by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any <br />computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be <br />deemed to constitute a warranty against viruses. The provisions of section and its subsections below, <br />shall constitute the agreement of the Parties with respect to viruses. Customer's sole remedy with respect <br />to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not <br />contain any of the above-described routines or devices. <br />12.3. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH <br />ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR <br />IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT <br />SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT <br />CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, <br />STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, <br />USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF <br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON - <br />INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A <br />SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY <br />CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE <br />OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE <br />WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO <br />THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD -PARTY <br />MATERIALS ARE PROVIDED "AS -IS" AND ANY REPRESENTATION OR WARANTY OF OR <br />CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY <br />OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE'S WARRANTY <br />UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF. <br />13. Notices. All notices and other communications required or permitted under this Agreement must be in writing <br />and will be deemed given when delivered personally, sent by United States registered or certified mail, return <br />receipt requested; transmitted by facsimile or email, or sent by overnight courier. Notices must be sent to a <br />Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt <br />of notices in writing by the other Party. <br />If to CentralSquare <br />CentralSquare: 1000 Business Center Dr. <br />Lake Mary, FL 32746 <br />Phone: 407-304-3235 email: info@CentralSquare.com <br />Attention: Senior Counsel / Contracts Department <br />If to Customer: City of Redwood City <br />1017 Middlefield Rd <br />Redwood City, California 94063 <br />Phone: 650-780-7300 email: mail@redwoodcity.org <br />REV: 12-22-2020 PR <br />ATTY/AGR.2020.307/Central Square (Page 8 of 26) <br />