PSA - Assessment of City Road Surface Conditions - RoadBotics

Home Browse Search

written notice, Customer shall pay a termination fee representing 20% of remaining balance owed during the term. 5. Erice A iustments. During the Subscription Term, the Subscription Fee shall not increase unless there is a substantial increase in the cost to RoadBotics of providing the RoadWay service. In such event the increase shall be limited to the amount necessary to cover those costs. RoadBotics shall provide at least thirty (30) days advance notice of such increase. 6. Warranties. RoadBotics will use reasonable commercial efforts to make the Services available during the term specified. In the event of breach of this warranty for the Services, RoadBotics' sole and exclusive obligation, and Customer's sole and exclusive remedy, shall be to refund the applicable portion of the subscription fee applicable to the Services for the period such Services were not available because of breach by RoaclBotics. 7, [nnfidentiality. "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, including but not limited to the terms and conditions of this Agreement business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. Umitatioa of l iabi ity, ROADBOTICS SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LOST BUSINESS OR PROFITS, ARISING OUT OF THE USE OF THE SERVICES OR OTHERWISE OUT OF THIS AGREEMENT. TO THE EXTENT THAT ROADBOTICS IS HELD LIABLE FOR DAMAGES ARISING OUT OF THE USE OF THE SERVICES OR THIS AGREEMENT, ROADBOTICS'S LIABILITY FOR SUCH DAMAGES SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO ROADBOTICS FOR THE APPLICABLE SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CUSTOMER ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SERVICES WOULD BE HIGHER. MiscPllanPnus_ 9.1. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. All disputes related to this Agreement will be settled exclusively by the state and federal courts located in Allegheny County, Pennsylvania. 9.2. RoadBotics may identify Customer as a customer of RoaclBotics, including a general description of the products and services provided by RoadBotics to Customer. Neither party 5