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AGREEMENT BETWEEN <br />PICTOMETRY INTERNATIONAL CORP. ("Pictometry") AND <br />INDIAN RIVER COUNTY, FL ("Customer") <br />1 This order form ("Order Form"), in combination with the contract components listed below. <br />Section A: Product Descriptions, Prices and Payment Terms <br />Section B: License Terms. <br />• Delivered Content Terms and Conditions of Use <br />• Online Services General Terms and Conditions <br />• Web Visualization Offering Terms and Conditions <br />• Software License Agreement <br />Section C. Non -Standard Terms and Conditions <br />(all of which, collectively, constitute this "Agreement") set forth the entire understanding between Pictometry and Customer with <br />respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or <br />written, relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by <br />duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this <br />Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such <br />purchase order shall be of no force or effect as between the parties. <br />2. In the event of any conflict among any contract components comprising this Agreement, order of precedence for resolving such <br />conflict shall be, from highest (i.e., supersedes all others) to lowest (i.e., subordinate to all others): Non -Standard Terms and <br />Conditions; Product Descriptions, Prices and Payment Terms; License Terms in order as listed above under the heading `Section <br />B: License Terms'; and Order Form. <br />3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses: <br />CUSTOMER NOTICE ADDRESS <br />PICTOMETRY NOTICE ADDRESS <br />1800 27th Street <br />100 Town Centre Drive, Suite A <br />Vero Beach, Florida 32960 <br />Rochester, NY 14623 <br />Attn: Will Rice. GIS Manager <br />Attn: Contract Administration <br />Phone: (772) 226-1609 Fax: <br />Phone: (585) 486-0093 Fax. (585) 486.0098 <br />Either party may change their respective notice address by giving written notice of such change to the other party at the other <br />party's then -current notice address. Notices shall be given by any of the following methods: personal delivery; reputable express <br />courier providing written receipt; or postage -paid certified or registered United States mail, return receipt requested. Notice shall <br />be deemed given when actually received or when delivery is refused. <br />4. This Agreement, including all licenses granted pursuant to it, shall be binding upon and inure to the benefit of the parties hereto, <br />their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to <br />assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometry's obligations hereunder, <br />and (ii) Pictometry shall have the right to assign all its rights under this Agreement to any person or entity, provided the assignee <br />has assumed all of Pictometry's obligations under this Agreement. <br />45 IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT <br />OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT, <br />NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY <br />INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE <br />OTHER PARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <br />6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the <br />total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this <br />Agreement. <br />7 The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. <br />8. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be <br />unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement <br />shall remain in full force and effect. <br />Page 1 of 16 <br />Indian River County, FL — C 170424 20150909 CMT -00047-20150715 <br />