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cure period shall be extended to ninety (90)days if the default is not reasonably susceptible to cure within such thirty (30)
<br />day period,but only if the defaulting party has begun to cure the default during the thirty (30)day period and diligently
<br />pursues the cure of such default.Notwithstanding the foregoing,if you breach your obligations in the section entitled
<br />"Software License"or the section entitled "Confidentiality",then we shall have the right to terminate this Agreement
<br />immediately.
<br />8.Limitation of Liabilitv.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,NEITHER
<br />PARTY SHALL HAVE ANY LIABILITY FOR INDIRECT,INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES,LOSS
<br />OF PROFITS OR INCOME,LOST OR CORRUPTED DATA,OR LOSS OF USE OR OTHER BENEFITS,HOWSOEVER
<br />CAUSED AND EVEN IF DUE TO THE PARTY'S NEGLIGENCE,BREACH OF CONTRACT,OR OTHER FAULT,EVEN IF
<br />SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.OUR AGGREGATE LIABILITY TO
<br />YOU RELATING TO OR ARISING OUT OF THIS AGREEMENT,WHETHER IN CONTRACT,TORT OR OTHERWISE,
<br />SHALL NOT EXCEED THE AMOUNT WE PAID YOU DURING THE TWELVE (12)MONTH PERIOD BEFORE THE DATE
<br />THE CLAIM AROSE.
<br />9.Uncontrollable Circumstance.We reserve the right to renegotiate or terminate this Agreement upon sixty (60)days
<br />advance written notice if circumstances outside our control related to the Facilities (including,without limitation,changes in
<br />rates,regulations,or operations mandated by law;material reduction in inmate population or capacity;material changes in
<br />jail policy or economic conditions;acts of God;actions you take for security reasons (such as lock-downs))negatively impact
<br />our business;however,we shall not unreasonably exercise such right.Further,Customer acknowledges that Provider's
<br />provision of the services is subject to certain federal,state or local regulatory requirements and restrictions which are subject
<br />to change from time-to-time and nothing contained herein to the contrary shall restrict Provider from taking any steps
<br />necessary to perform in compliance therewith.
<br />10.In|unctive Relief.Both parties agree that a breach of any of the obligations set forth in the sections entitled "Software
<br />License,""Ownership and Use,"and "Confidentiality"would irreparably damage and create undue hardships for the other
<br />party.Therefore,the non-breaching party shall be entitled to immediate court ordered injunctive relief to stop any apparent
<br />breach of such sections,such remedy being in addition to any other remedies available to such non-breaching party.
<br />11.Force Ma|eure.Either party may be excused from performance under this Agreement to the extent that performance is
<br />prevented by any act of God,war,civil disturbance,terrorism,strikes,supply or market,failure of a third party's performance,
<br />failure,fluctuation or non-availability of electrical power,heat,light,air conditioning or telecommunications equipment,other
<br />equipment failure or similar event beyond its reasonable control;provided,however that the affected party shall use
<br />reasonable efforts to remove such causes of non-performance.
<br />12.Notices.Any notice or demand made by either party under the terms of this Agreement or under any statute shall be in
<br />writing and shall be given by personal delivery;registered or certified U.S.mail,postage prepaid;or commercial courier
<br />delivery service,to the address below the party's signature below,or to such other address as a party may designate by
<br />written notice in compliance with this section.Notices shall be deemed delivered as follows:personal delivery -upon
<br />receipt;U.S.mail -five days after deposit;and courier -when delivered as shown by courier records.
<br />13.No Third-party Beneficiary Rights.The parties do not intend to create in any other individual or entity the status of a
<br />third-party beneficiary,and this Agreement shall not be construed so as to create such status.The rights,duties,and
<br />obligations contained herein shall operate only between the parties and shall inure solely to their benefit.The provisions of
<br />this Agreement are intended to assist only the parties in determining and performing their obligations hereunder,and the
<br />parties intend and expressly agree that they alone shall have any legal or equitable right to seek to enforce this Agreement,
<br />to seek any remedy arising out of a party's performance or failure to perform any term or condition of this Agreement,or to
<br />bring an action for the breach of this Agreement.
<br />14.Miscellaneous.This Agreement shall be governed by and construed in accordance with the laws of the State of
<br />Washington.No waiver by either party of any event of default under this Agreement shall operate as a waiver of any
<br />subsequent default under the terms of this Agreement.If any provision of this Agreement is held to be invalid or
<br />unenforceable,the validity or enforceability of the other provisions shall remain unaffected.This Agreement shall be binding
<br />upon and inure to the benefit of Provider and Customer and their respective successors and permitted assigns.Except for
<br />assignments to our affiliates or to any entity that succeeds to our business in connection with a merger or acquisition,neither
<br />party may assign this Agreement without the prior written consent of the other party.Each signatory to this Agreement
<br />warrants and represents that he or she has the unrestricted right and requisite authority to enter into and execute this
<br />Agreement,to bind his or her respective party,and to authorize the installation and operation of the System.Provider and
<br />Customer each shall comply,at its own expense,with all applicable laws and regulations in the performance of their
<br />respective obligations under this Agreement and otherwise in their operations.Nothing in this Agreement shall be deemed
<br />or construed by the parties or any other entity to create an agency,partnership,or joint venture between Customer and
<br />Provider.This Agreement cannot be modified orally and can only be modified by a written instrument signed by all parties.
<br />The parties'rights and obligations,which by their nature would extend beyond the termination,cancellation,or expiration of
<br />this Agreement,shall survive such termination,cancellation,or expiration (including,without limitation,any payment
<br />obligations for services or equipment received before such termination,cancellation,or expiration).This Agreement may be
<br />executed in counterparts,each of which shall be fully effective as an original,and all of which together shall constitute one
<br />and the same instrument.Each party agrees that delivery of an executed copy of this Agreement by facsimile transmission
<br />or by PDF e-mail attachment shall have the same force and effect as hand delivery with original signatures.Each party may
<br />use facsimile or PDF signatures as evidence of the execution and delivery of this Agreement to the same extent that original
<br />signatures can be used.This Agreement,together with the exhibits and Schedules,constitutes the entire agreement of the
<br />Video Visitation Agreement -Page 2 of 4
<br />©Securus Technologies,Inc.-Proprietary &Confidential -Form 11.10
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