2011-12-28 CC Packet - Laserfiche WebLink

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disclosure. Licensee agrees to immediately notify the County of any unauthorized access to the Pictometry Imagery. Under no circumstances may the Licensee disclose or disseminate any Pictometry software to any other public or private entity. 3.2 Licensee expressly agrees not to add or attach any trademarks, trade names, logos or other marks to any Pictometry Imagery. Section 4 TERM AND TERMINATION 4.1 This License shall commence on the day and year first written above and continue in effect until termination is hereinafter provided. 4.1 This agreement shall terminate upon termination and/or expiration of the County's agreement with Pictometry. 4.3 Either party may terminate this agreement upon ninety calendar days written notice to the other. 4.4 Within five days after expiration or termination of this agreement, the Licensee shall return the Pictometry Imagery and all copies thereof to the County, or by the request of the County, the Licensee shall destroy all of the same and all copies thereof and certify in writing to the County that the same has been destroyed. Section 5 OTHER TERMS AND CONDITIONS 5.1 No Agency. The parties hereto are independent contractors, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto. 5.2 No Waiver. No delay or omission to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof unless the same is consented to in writing. All remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity, or otherwise. 5.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 5.4 Entire Agreement. This License Agreement constitutes the entire agreement between the parties, and there are no understandings or agreements relative hereto other than those that are expressed herein. No change, waiver, or discharge hereof shall be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. 5.5 No Assignment. The Licensee shall not assign or transfer this Agreement, either in whole or in part, without the prior written consent of the County, and any attempt to do so shall be void and of no force and effect. 5.6 THE LICENSEE AGREES THAT THE COUNTY IS FURNISHING THE PICTOMETRY IMAGERY ON AN "AS IS" BASIS, WITHOUT ANY SUPPORT WHATSOEVER, AND WITHOUT REPRESENTATION OR ANY EXPRESS OR IMPLIED WARRANTIES, -2- 94