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<br />Vice Presidents of each Party (or employees of equivalent or superior position).
<br />19.2. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations
<br />either Party must initiate mediation under Section 19.3.
<br />19.3. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed
<br />to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the
<br />mediation proceedings. The Parties agree to use commercially reasonable efforts in participating in the
<br />mediation. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to
<br />the mediation will be shared equally between the Parties. The Parties shall bear their own fees,
<br />expenses, and costs. The Parties further agree all written or oral offers, promises, conduct, and
<br />statements made in the course of the mediation are confidential, privileged, and inadmissible for any
<br />purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is
<br />otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result
<br />of its use in the mediation.
<br />19.4. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the
<br />mediator either Party may pursue litigation in a court of competent jurisdiction.
<br />20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to
<br />be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement
<br />is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity,
<br />legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
<br />21. Liability. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
<br />REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT,
<br />NEGLIGENCE, OR OTHERWISE:
<br />21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL,
<br />INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL
<br />DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO, REPLACEMENT COSTS, AND
<br />NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT,
<br />REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND
<br />MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE,
<br />REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR
<br />ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM,
<br />AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER
<br />EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
<br />21.2. CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH
<br />THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER
<br />TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS PRIOR TO THE DATE
<br />THE CLAIM AROSE.
<br />22. Insurance. During the course of performing services under this Agreement, CentralSquare agrees to maintain
<br />insurance coverage in accordance with Exhibit 4 (Insurance Requirements), attached hereto and by this
<br />reference incorporated herein.
<br />23. Third-Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform
<br />services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides
<br />front-line support services for third parties, but these third parties assume all responsibility and liability in
<br />connection with the third-party software, equipment, or related services. CentralSquare is not authorized to
<br />make any representations or warranties that are binding upon the third-party or to engage in any other acts that
<br />are binding upon the third-party, excepting specifically that CentralSquare is authorized to represent third-party
<br />fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third-party for
<br />as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or
<br />accessing any third-party Materials, Customer may be required to execute a click -through, shrink-wrap End
<br />User License Agreement (EULA) or similar agreement provided by the Third-Party Materials provider. All third-
<br />party materials are provided “as-is” and any representation or warranty concerning them is strictly between
<br />Customer and the third-party.
<br />24. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference,
<br />constitutes the entire agreement between the Parties with respect to the subject matter. These documents
<br />supersede and merge all previous and contemporaneous proposals of sale, communications, representations,
<br />understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof.
<br />This Agreement may not be modified except by a writing subscribed to by authorized representatives of both
<br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667
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