PSA - Assessment of City Road Surface Conditions - RoadBotics

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will disclose the pricing or other specific terms of this Agreement without the prior written consent of the other party except as may be required by law. 9.3. All provisions of this Agreement shall be considered as separate terms and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case RoadBotics and Customer agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 9.4. The parties hereunder are independent contractors. Neither party shall have any right to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party. This Agreement is not intended to be, nor shall it be construed as a joint venture, association, partnership or other forms of a business organization or agency relationship. 9.5. This Agreement, including the Subscription Components, Subscription Program and Fees above, constitute the entire Agreement between the Customer and RoaclBotics with respect to the subject matter hereof, and no waiver, modification, alteration or amendment of any of the terms or conditions hereof shall be effective unless and until set forth in writing duly signed by authorized representatives of RoadBotics and Customer. 9.6. RoadBotics shall not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond RoadBotics' reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor disputes or governmental acts. 9.7. All notices to either party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by Customer or RoadBotics or to such other address as either party shall give by notice to the other party. Notices shall be effective when delivered to the applicable address. 9.& The provisions of Sections 3, 4, 5, 6, 7 and 8 of this Agreement shall survive the expiration or termination of this Agreement for any reason. 9.9. Customer gives RoadBotics permission to use its official logo and municipal name (collectively the "Marks") for the purpose of being listed as a Customer on RoadBotics' website. To use the Marks for purposes other than the cases defined herein, RoadBotics must receive written consent and approval by the Customer. The Customer hereby releases RoadBotics from all liability relating to the publication or use of the Marks. [Signature Page Follows] R