|
REV: 06-05-2023 MI
<br />SECTION VIII: INTELLECTUAL PROPERTY
<br />8.1.Ownership. All proprietary software, third party licensed software, software libraries, services, methodologies, techniques, algorithms, tools, materials,
<br />products, ideas, designs, and know-how used by Service Provider in providing the Services (including all reports and their copies, enhancements, modifications,
<br />revisions, and derivative works of any of the foregoing) and deliverables (whether oral or written) are, and shall remain, the sole and exclusive property of Service
<br />Provider. Nothing herein shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from Service Provider
<br />to Customer.
<br />8.2.Grant of License by Customer. Service Provider reserves the right to reference Customer on public customer lists and to use Customer’s name and logo
<br />on the Service Provider’s Web site for marketing purposes. Additionally, Service Provider may request the use of Customer’s name and/or logo in press releases,
<br />advertising material and other promotional material. Any such intent for use of Customer marks will be presented to the Customer in advance.
<br />8.3.Grant of License by Service Provider. In consideration of the payment of the service fee, subject to the terms and conditions hereof and for the duration of
<br />the Term, Service Provider grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use the software and
<br />Services.
<br />8.4.Restriction on Grant of License. Section 8.3, supra, shall only apply to the extent that Customer is using the Services for legitimate business use as
<br />intended by the purpose of the Services and not for the purpose of comparing the Services to a competitor or similar product of Monsido. Customer hereby warrants
<br />and affirms its purpose in accessing or otherwise using the Services is for their intended purpose only, and understands and agrees that any other use shall be
<br />considered fraud.
<br />SECTION IX: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS
<br />9.1. Use of Third-Party Tools, Services, and Products. We may provide you with access or refer you to Third-Party tools, services, and products over which we neither
<br />monitor nor have any control nor input. You acknowledge and agree that we provide access to or refer you to such tools “as is” and “as available” without any warranties,
<br />representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-
<br />Party tools, services or products. Any use by you of optional tools, products, or services offered through the Services or otherwise referred to you by us is entirely at
<br />your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools, services, and products are provided by the
<br />relevant Third-Party provider(s).
<br />SECTION X: MISCELLANEOUS
<br />10.1.Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such
<br />Party and enforceable in accordance with its Terms.
<br />10.2.Waiver. Any waiver of a right under these Terms of Service shall only be effective if agreed or declared in writing. A delay in exercising a right or the
<br />non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are
<br />cumulative and not exclusive of any rights and remedies provided by law.
<br />10.3.Force Majeure. Service Provider shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure,
<br />including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond our control, including but not limited
<br />to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, pandemics, states of emergency, government sanctions,
<br />embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). Service Provider shall use all reasonable
<br />efforts to notify Customer of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
<br />10.4.Assignment. Service Provider shall have the right to assign and/or transfer these Terms of Service and Service Provider's rights and obligations hereunder
<br />to any wholly-owned subsidiary, parent company, or affiliate after notifying Customer as provided for herein. Notwithstanding the forgoing, Services Provider shall not
<br />assign and/or transfer these Terms of Service and Service Provider's rights and obligations hereunder to any other third party except for as referenced above without
<br />providing thirty (30) calendar days' written notice to Customer who shall have the option to terminate the Agreement at its option. In the event Customer divests all or
<br />any part of its businesses to a third party (whether direct or indirect or by sale, merger, consolidation, or otherwise) or reorganizes its businesses, Customer may assign
<br />or duplicate its rights and obligations under this Agreement so as to retain the benefits of this Agreement for both Customer and such third party. No terms added to
<br />any purchase order issued by the Customer shall have any force or effect unless expressly consented to, in signed writing, by an authorized representative of Service
<br />Provider. In the event Service Provider does so expressly consent to such PO terms, this Agreement shall control.
<br />10.5.Rights of Third Parties. These Terms do not give any right to any Third Party unless explicitly stated herein.
<br />10.6.Relationship of the Parties. The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint
<br />venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.
<br />10.7.Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be
<br />deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue
<br />in effect.
<br />10.8.Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to the address first set forth above, as amended from time-to-time.
<br />10.9.Entire Agreement. This Agreement, together with the Order Form represents the complete and exclusive statement of the Agreement between the Parties
<br />as to the subject matter hereof. No other Agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the Parties
<br />concerning this Agreement.
<br />SECTION XI: INSURANCE
<br />11. Insurance. Consultant shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or
<br />damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant’s agents, representatives, employees or
<br />subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than “A-:VII”.
<br />11.1 Coverages and Limits. Consultant, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City
<br />in writing.
<br />ATTY/AGR.2023.121/Monsido (Web Governance Platform) (Page 8 of 18)
|