Resolution 2023-13 - Laserfiche WebLink

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4 FEES 4.1 Customer shall pay the Fees stipulated in the Order Form to Toptracer, free of deductions or withholdings. Fees are stated exclusive of taxes or import duties (whether applicable now or in future), all of which are payable by the Customer, if applicable. Customer is a government entity and exempt from the payment of taxes. Customer will provide Toptracer with a certificate of tax exemption if requested by Toptracer. Payment details are set out in the Schedule. 4.2 Toptracer shall have the right to increase the Fees by 2% annually following the first year of the Term. 5 CUSTOMER OBLIGATIONS 5.1 Customer shall: 5.1.1 provide an internet connection (wired or 4G, as required by Toptracer) with superior speed, bandwidth, and stability (with at least 99% monthly uptime and 95% bandwidth availability) of at least 4mbit/s downstream and 2mbit/s upstream for Toptracer Monitor or at least 10mbit/s downstream and 10mbit/s upstream for Toptracer Mobile. Requirements may be updated by Toptracer upon at least one year's written notice to Customer. 5.1.2 adhere to all other requirements as may be specified in the Toptracer Support Manual ("Manual") or otherwise detailed by Toptracer, as necessary for the proper installation and functioning of the Product; and 5.1.3 be solely responsible for obtaining and maintaining any licenses, permits or permissions necessary to operate the Product and the Facility. TERM EXTENSION The Term may be renewed by mutual written agreement of the parties for successive five- year periods executed at least ninety (90) days prior to the end of the initial Term (or the end of any subsequent 5-year period). Upon renewal, the Customer will be responsible for providing new cable certification documentation in line with Toptracer's specifications. The Agreement shall terminate at the end of the initial Term (or at the end of any subsequent 5-year period) if the parties do not renew the Term in accordance with this section. 7 MAINTENANCE AND SUPPORT 7.1 Throughout the Term, the Customer shall, provided it is not in breach of this Agreement, be entitled to standard support and maintenance services for the Product, the terms of which are detailed in the Manual (the "Maintenance Services"). The Maintenance Services may be amended from time to time. To benefit from Maintenance Services, the Product must be always connected to the internet and accessible to Toptracer. 7.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE SERVICES ARE PROVIDED UPON A REASONABLE COMMERCIAL EFFORTS BASIS. TOPTRACER DOES NOT WARRANT THAT IT CAN SOLVE ALL ISSUES WITHIN ANY TIMESCALE OR AT ALL. 7.3 THE REMEDIES DETAILED IN THE MAINTENANCE SERVICES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN RESPECT OF (I) ANY BREACH, FAILURE OR DEFAULT BY TOPTRACER THEREUNDER; (II) ANY FAILURE OF THE PRODUCT TO PERFORM TO SPECIFICATION; AND (III) ANY FAILURE BY TOPTRACER TO RESOLVE ANY ISSUE. 7.4 NO WARRANTIES ARE GRANTED BY TOPTRACER IN RESPECT OF THE PRODUCT. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SATISFACTORY QUALITY, ARE EXPRESSLY DISCLAIMED. 8 INTELLECTUAL PROPERTY 8.1 Toptracer reserves all right, title, and interest in and to the Product, including without limitation all copyrights, patents, trademarks, and other proprietary rights. 8.2 Customer shall not: 8.2.1 seek, apply for, or obtain any patent, design right, copyright or other protection or registration in respect of (i) the Product (or any element thereof); (ii) any of its own products or services which use or rely upon the Product: or (iii) any system or method relating to the tracing of golf balls or other objects. 8.2.2 copy, amend, modify, decompile, reverse engineer, disassemble, or otherwise discover, rent, lease, or loan the Product, in whole or part. 8.2.3 use (or attempt to use) the Product other than for the Permitted Purpose. diff A. t