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<br /> has used the Service other than in accordance with Streetline's written terminated portion of the Term.Streedine shall have no liability under this
<br /> instructions,ttris Agreement and applicable law. Section 11 with respect to:(a)any use or other exploitation of the Service
<br /> 9.2 Product Warranty. Streetline warrants to Customer that its other than in the form provided to Customer by Streetline hereunder,(b)
<br /> Equipment, as referenced in the Scope of Services, shall be free from any use or other exploitation of the Service not in compliance with this
<br /> defects in material and worlananship for two(2)yeazs from the date of Agreement,Streetline's written instructions,or applicable law,or(c)any
<br /> activation(the"Warranty Period"). If a defect covered by this limited combination of the Service with any softwaze,hazdwaze,technology,or
<br /> warranty occurs during the Warranty Period, Streedine will repair or matedals not provided by Streetline ((a) —(c), collectively, "Excluded
<br /> replace, at its option, the defective Product free of chazge. Streetline's Uses").Streedine shall defend,hold hazmless,and indemnify City on any
<br /> repair or replacement shall be Clistomer's exclusive remedy with respect acrions and from all claims arising out of the direct acts or omissions of
<br /> to any breach of the limited warranty. In the event Streetline replaces the Streetline, or its authorized representatives, in the perfoimance of iu
<br /> Product under this limited warranty,then the Warranty Period shall begin obligations under the teans of Uus agreement. Streetline shall not be
<br /> anew for two(2)yeazs from the date of acUvation of such replacement liable for claims or damages arising out of the alleged acts or omissions of
<br /> Product is activated. The"date of activation"for purposes herein shall City or its authorized representatives,including claims or damages arising
<br /> mean 30 days following the delivery and installation of the particular out of alleged product defect failwe or warranty claim.
<br /> Product (whether such Product is the original Product received by the
<br /> Customer or is a replacement provided under this limited warranty)by or 11.2 Customer's Indemnity.Customer agrees to defend,indemnify and
<br /> on behalf of Streedine to Customer's designated receiving address for hold harmless Streetline against all liabiliTy (statutory or otherwise),
<br /> such Product. This limited warranty shall not apply if the Product:(a)has claims,suits,demands,damages,losses,judgments,costs,fines,penalties,
<br /> been used with products or services that aze not compatible with the interest and expenses arising from the sole negligence of Customer,and/or
<br /> Product;(b)has been modified or tampered with;(c)is damaged by any its agents or employees, acting in the course and scope of their
<br /> Act of God,misuse,abuse,negligence,accident,uoreasonable use,or by employment or duties with Customer that may arise from or in connection
<br /> other causes unrelated to defecfive materials or worlananship;or(d)has �� Customer's performance under this Agreement, subject to a
<br /> had the serial number altered,defaced or removed. This limited warranty maximum liability of$100,000.
<br /> does not cover consumables,if any.
<br /> 9.3 Disclaimer of Warranties. THE WARRANTIES STATED IN
<br /> SECTIONS 9.1 AND 9.2,ABOVE,ARE THE SOLE AND EXCLUSIVE 113 Indemnification Process. A party seeking indemnification
<br /> WARRANTIES OFFERED BY STREETLINE. STREETLINE MAKES hereunder shall(a)provide prompt notice of the commencement of the
<br /> NO,AND EXPRESSLY DISCLAIMS ALL, OTHER WARRANTIES, Claim for which indemniffcation is sought,(b)provide cooperation to the
<br /> EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF indemnifying party,and(c)allow the indemnifying party to control the
<br /> MERCHANTABILITY,FIT'NESS FOR A PARTICiJLAR PURPOSE. defense and settlement;provided,however,(1)the indemnified party may,
<br /> 10. Limitation of Liability. TO THE EXTENT ALLOWED BY at its option and expense,participate with the indemnifying party in the
<br /> APPLICABLE LAW, IN NO EVENT WII,L EITHER PARTY BE Claim and(2)the indemnifying party shall not settle such Claim without
<br /> LIABLE FOR ANY LOSS OF PROFITS,LOSS OF USE OR DATA,OR the prior written approval of the indemnified party,which approval shall
<br /> FOR INDIItECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR not be unreasonably withheld or delayed.
<br /> PUNITIVE DAMAGES OF ANY KIND ARISING FROM OR 12. General Provisions. Any notice required or permitted hereunder
<br /> RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER shall be in writing and shall be deemed to be properly given upon receipt.
<br /> HEREOF,HOWEVER CAUSED,EVEN IF SUCA PARTY HAS BEEN Such no6ces shall be sent to the applicable party at the address set forth in
<br /> ADVISED OF THE POSSIBII,ITY OF SUCH DAMAGES. this Agreement(or to such other address as may be designated by a pazty
<br /> 11. Indemnification by giving written notice to the other party pursuant to this Section).Tlris
<br /> Agreement may not be assigned,in whole or part,whether voluntarily,by
<br /> 11.1 Streetline's Indemnity. operation of law or otherwise,by either party without the prior written
<br /> 11.11 Streetline shall defend, indemnify and hold harmless consent of the other party. My attempted assignment other than in
<br /> Customer and its officers, agents, employees and volunteers from and accordance with this Section shall be null and void. Subject to the
<br /> against all claims,damages,losses and expenses including attomey fees foregoing,the rights and liabilities of the parties hereto shall bind,and
<br /> arising out of the performance of tl�e Service or provision of the Product, inure to the benefit of, the pazties and their respective successors and
<br /> caused in whole or in part by the willfut misconduct or any negligent act permitted assigns.This Agreement shall be govemed by and construed in
<br /> or omission of the Streetline, any subcontractor, anyone directly or accordance with the laws of the State of Califomia,without reference to
<br /> indirectly empioyed by any of them or anyone for whose acts any of them its cociflicts of law provisions.Nothing contained in this Agreement shall
<br /> may be liable, except where caused by the active negligence, sole be deemed or conshued as creating a joint venture,partnership,agency,
<br /> negligence,or willful misconduct of Customer. employment or£duciary relationslilp beriveen the parties.Neither party
<br /> 11.1.2 Streetline shall defend Customer from and against any claim, nor its agents have any authodty of any kind to bind the other parry in any
<br /> suit,or action("Claim")by a tlrird party that is based upon an allegation respect whatsoever,and the rela6onship of the parties is,and at all times
<br /> that the Service and/or Product as made available to the Customer by shall confinue to be,that of independent contractors.Except for payment
<br /> StreeUine pursuant to this Agreement infringes or otherwise violates the of monies due hereunder, neither party will be liable to the other for
<br /> intellectual property rights of such Wird pazty, and shall indemnify the failure or delay in perfoiming its obligations hereunder if such failure or
<br /> G�stomer from and against any final awazd of damages or settlement delay is due to circumstances beyond its reasonable control. This
<br /> amounts for release of liability from any such claim,suit, or action.In Agreement,including the documents and agreements referenced herein,
<br /> addition, if a claim is made that the Service infringes a third party's constitutes the entire agreement between the parties conceming the subject
<br /> intellectual property rights,or if Sueetline has reason to believe such a matter hereof and supersedes all prior or contemporaneous agreements and
<br /> claim may be made,Streetline may replace or modify the Service make it communications,whether oral or written,between the parties relating to
<br /> non-infringing, or procure a license for Customer under the rights the subject matter of this Agreement.No amendment or modificauon of
<br /> allegedly infringed. If none of the options described in the preceding �Y Provision of this Agreement shall be effective unless in writing and
<br /> sentence is available to Streetline using commercially reasonable efforts, signed by duly authorized signatories of each party.
<br /> then Streetline may terminate this Agreement and refund to Glzstomer a
<br /> pro rata portion of the Fees paid in advance for use of the Service for the
<br /> ATTY/AGR/2012.191/STREETLINE—ORDER FORM 2012
<br /> REV:12-06-12 VR
<br /> Page 6 of 6
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