Agmt24 Benevate Inc. (dba NeighborlySoftware)

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REV: 10-03-24 MI manner which minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. Notwithstanding the foregoing, but subject to the requirements of Exhibit B, the Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Provider’s reasonable control, but Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. b. Service Warranty. Provider warrants that all Services provided under this Agreement will be performed in a professional, competent and workmanlike manner in accordance with the requirements of the Schedule of Services and the Functional Specifications, if applicable. Provider shall further provide a sufficient number of properly trained and competent staff to carry out the Services in a skilled and professional manner consistent with the best practices in the software industry and in compliance with the Performance Schedule. c. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. CITY ACKNOWLEDGES AND AGREES THAT PROVIDER IS PROVIDING A SOFTWARE TOOL TO ASSIST IN THE PROVISION OF SERVICE. CITY FURTHER ACKNOWLEDGES AND AGREES THAT PROVIDER HAS NO CONTROL OVER PROGRAM DESIGN AND/OR PROGRAM ADMINISTRATION. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO PROVIDER IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND SERVICES. d. Remedies. Provider covenants that it will make corrections of errors which are reported in writing to Provider during the term and which are necessary for the Software to conform to the warranties set forth in this Section 14. Provider agrees that program errors that result in the inability of the City to make functional use of the Software will be given its highest priority with the problem corrected as soon as practicably possible in accordance with the resolution timeframe set forth in Exhibit B. 14. Assignment and Subcontractors. Provider shall not subcontract, assign or transfer this Agreement or any rights under or interest in the Contract Documents without the written consent of the City, which may be withheld for any reason at the sole discretion of the City. Nothing contained herein shall prevent Provider from employing independent contractors, as well as employees, to provide Services as Provider may deem appropriate, provided, however, that Provider shall remain fully responsible for such independent contractors. 15. Independent Contractor. Provider is retained as an independent contractor and is not an employee of the City. No employee or agent of Provider shall become an employee of the City. The work to be performed shall be in accordance with the work described in this Contract Documents, subject to such directions and amendments from the City as herein provided. 16. Integration. The Contract Documents represent the entire understanding of the City and Provider as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto. This is an integrated Agreement. ATTY/AGR.2024.180/Neighborly Software (Page 7 of 26)