Software License and Maintenance Agreement – Linko Technology Inc.

Home Browse Search

DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748 INCIDENTAL DAMAGES OR LOSS OF PROFITS RESULTING FROM THE SOFTWARE OR SUPPORT AND MAINTENANCE SERVICES (OR ANY THIRD PARTY GOODS OR SERVICES) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If either party is liable to the other in no event will the total aggregate liability of a party to the other exceed the SMA fees paid by the Customer to Al in the 1 year period preceding the date of a claim. A. Misc llan taus. 8.1 This Agreement includes its schedules and is the entire agreement between Al and Customer regarding its subject matter. 8.2 The parties acknowledge that each is an independent contractor and nothing in this Agreement constitutes a joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other capacity. 8.3 You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. Al may assign this Agreement in connection with a merger, amalgamation or corporate reorganization involving Al, or in connection with the sale of all or substantially all the assets of Al or to an affiliate or wholly -owned subsidiary of Al. 8.4 The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit that party's right to enforce such provision at a later time. All waivers must be in writing executed by that party to be effective. 8.5 If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such a construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. 8.6 The laws of the state of Indiana govern this Agreement and all disputes arising out of it shall be submitted to a court of competent jurisdiction in St. Joseph County. 8.7 Sections 5, 6, 7 and any other sections that may be reasonably construed as intended to survive shall survive termination of this Agreement. 8.8 Upon consent by Al, this Agreement may be used for cooperative procurement by any public or municipal body, entity, agency or institution, If so authorized, and in order to forego a related entity RFP or similar competitive bidding process, the Agreement may be extended to such other entities for the procurement of similar products and/or services provided to Customer and at fees in accordance with the Agreement unless separately negotiated between such other entities and Al. Further related entities participating in a cooperative procurement process shall place their own orders directly with Al. Al and such other entities will fully and independently administer their own separate contracting processes but all in accordance with substantially similar contracting processes as set out in this Agreement. Al and Customer have executed this Agreement as of the Effective Date. AQUATIC INFO R Q"ignod by. CITY OF SOUTH BEND BOARD OF PUBLIC WORKS Per: �xa Per: Name: James rG iiitbs Name: Title: Title: secretary and Treasurer I/We have authority to bind the corporation Aquatic Informatics Software License Agreement I/We have an�