20-21 - Laserfiche WebLink

Home Browse Search

agrees to pay them. The complimentary No -Fee Term access to Flock Services shall survive the expiration or termination of this Agreement for five (5) years unless Agency provides written notice of the intent to cancel access to Flock Services, 6. TERM AND TERMINATION 6.1 Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the period of time set forth on the Order Form (the "Initial Term"). Following the Initial Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms for the greater of one year and the length set forth on the Order Form (each, a "Renewal Term", and together with the Initial Term, the "Service Term") unless either party gives the other party notice of non -renewal at least thirty (30) days prior to the end of the then -current term. 6.2 Agency Satisfaction Guarantee. At any time during the agreed upon term, an Agency not fully satisfied with the service or solution may self -elect to terminate their contract. Self -elected termination will result in a one-time fee of actual cost of removal and labor, said cost not to exceed $500 per camera. Upon self -elected termination, a refund will be provided, prorated for any fees paid for the remaining Term length set forth previously. Self -termination of the contract by the Agency will be effective immediately. Flock will remove all equipment at Flock's own convenience, within a commercially reasonable period upon termination. Advance notice will be provided. 6.3 Termination. In the event of any material breach of this Agreement, the non -breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (3 0) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty -day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Upon termination for Flock's material breach, Flock will refund to Agency a pro -rata portion of the pre- paid Fees for Services not received due to such termination. 6.4 Effect of Termination. Upon any termination of the Service Term, Flock will collect all Units, delete all Agency Data, terminate Agency's right to access or use any Services, and all licenses granted by Flock hereunder will immediately cease. Agency shall ensure that Flock is granted access to collect all Units and shall ensure that Flock personnel does not encounter Hazardous Conditions in the collection of such units. Upon termination of this Agreement, Agency will immediately cease all use of Flock Services. 6.5 No -Fee Term. The initial No -Fee Term will extend, after entering into this Agreement, for thirty (30) days from the date a Non -Agency End User grants access to their Footage and/or Notifications. In expectation of repeated non - continuous No -Fee Terms, Flock may in its sole discretion leave access open for Agency's Authorized End Users despite there not being any current Non -Agency End User authorizations. Such access and successive No -Fee Terms are deemed to be part of the No -Fee Term. Flock, in its sole discretion, can determine not to provide additional No -Fee Terms or can impose a price per No -Fee Term upon thirty (30) days' notice. Agency may terminate any No -Fee Term or access to future No -Fee Terms upon 30 days' notice. 6.6 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to payment), 5.4, 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5. 7. REMEDY; WARRANTY AND DISCLAIMER 7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"), Agency must first make commercially reasonable efforts to address the problem by contacting Flock's technical support as described in Section 2.9 above. If such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit provided that such inspection and test shall occur within seventy-two (72) hours after Resolution 20-21 Page 10