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<br />NVAIWANTY. The Services provided by DemandStar hereunder shall be performed in a professional
<br />and workmanlike manner and shall substantially confomi to the description of Services set forth
<br />herein. Except as provided in this paragraph, all services arc delivered without warranty of any kind,
<br />including, without Itmttation, any warranty of title, merchantabihty. or fitness for a particular purpose.
<br />6, LIMITATION OF LIABILITY. Except for indemnification provided for to 7(a). in no event,
<br />including but not limited to performance or non-performance by DemandStar, shall DemandStar be
<br />' liable to agency for any amount in excess of (i) $1,400, or (u) the fees actually paid by agency to
<br />DemandStar for services provided hereunder, whichever is greater Ili no event shall DemandStar be
<br />liable for inducet. special, incidental, or consequential damages, including, without Imutation. loss of
<br />profits or interruption of business, whether such damages arc alleged in tort. contract, indemnity, or
<br />otherwise, even if DcmandStar has been apprised of the possibil k of such damages
<br />7. INDEMNIFICATION.
<br />(a) DemandStar, DemandStar shall indemnify, defend and hold the Agency harmless from
<br />any claims, demands, liabilities, losses, damages, judgments, and all costs and expenses
<br />related thereto (including reasonable attorneys' fees). to the extent resulting from any
<br />claim that the Services or use thereof (except for materials or data provided by the
<br />Agency, which shall be Subject to 7(b) below), infringe or violate any copyright, patent,
<br />trade secret, license, or other proprietary right of a third party.
<br />In the event that the DemandStar Services or am portion thereof are held to constitute an
<br />infringement. and their use is enjoined, DemandStar shall have the obligation to, at its
<br />expense. (I) modify the infringing portion of the Services without impairing in any
<br />material respect the functionality or performance, so that it is non -infringing, (ii) procure
<br />for the Agency the right to continue to use the Services. or (iii) replace the Services or
<br />portions thereof with equally suitable, non -infringing services
<br />(b) Agency. The Agency shall, to the extent alloircd by law, indemnify. defend and hold
<br />DemandStar harmless from any claims, demands liabilities, lasses, damages, judgrnents,
<br />including costs and expenses related thereto (including reasonable attorneys' fees), to the
<br />extent resulting from any claim that any documents or information provided by the Agency
<br />infringes or violates any copyright, patent, trade secret- license, or other proprietary right
<br />of a third party.
<br />8. CHOICE OF LAW/DISPUTE RESOLUTION. The lar,s of the State of F l or i d a shall
<br />govern this Agreement. Prior to either party commencing am- legal court action under this Agreement,
<br />the parties agree to try in good faith, to settle any disputes amicably between thein If a dispute has not
<br />been settled after forty -rive (45) days of good -faith negotiation. then either party may commence legal
<br />action against the other Each party hereto agrees to submit to the personal jurisdiction and venue of
<br />the state andlor federal courts located in I n d i a n R i vCi°c)imtvF l or l d a for resolution of all
<br />disputes in connection with this Agreement.
<br />9. ATTORNEY'S FEE. In the event of litigation the prevailing party shall be entitled to receive
<br />reasonable attorney's fees and costs.
<br />10. TERMINATION FOI( iDFFAULT. The performance of this Agreement may be terminated by either
<br />part)-, in whole or in part, if one party fails to meet the requirements of this Agreement and that party is
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