2024-434-E-Emergency Svc-National Public Safety Group-CAD,RMS,JMS technology consulting services

Browse Search

Consultant bears no obligation or liability related to or resultant from the warranties or representations, if any, applicable to any of the Third-Party Products (including, without limitation, their respective specifications). THE WARRANTY SET FORTH IN SECTION 6(A) IS THE ONLY WARRANTY MADE BY THE CONSULTANT HEREUNDER. THE CONSULTANT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 7. Limitation on Liability. UNDER NO CIRCUMSTANCE SHALL THE CONSULTANT’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY ORDER OR OTHER AGREEMENT BETWEEN THE CONSULTANT AND THE CUSTOMER OR THE CONSULTANT’S PERFORMANCE OR ASSERTED FAILURE TO PERFORM HEREUNDER, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE CONSULTING FEES PAID HEREUNDER. IN NO EVENT SHALL THE CONSULTANT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING. WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE OR GOODWILL, WHETHER OR NOT THE CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. This limitation of liability represents an allocation of risks between the Customer and the Consultant, which allocation is reflected in the purchase price for the Products. The Customer acknowledges that the amount of the Consulting Fees reflects and incorporates the disclaimer of warranties and limitation of liability and remedies set forth herein (without which the Consulting Fees would have been substantially higher). Further, without limitation upon the generality of any other provision hereof, the liabilities of the Customer shall be limited to the refund of the Consulting Fees. 8. Indemnification. The Customer shall indemnify, defend, and hold the Consultant and its members and employees harmless from and against all claims and losses arising out of or relating to the Consultant’s performance of its obligations under this Agreement; provided, however, that the Customer’s obligations under this Section 8 shall not apply to the extent that any loss is the direct result of (i) the gross negligence or willful misconduct of Consultant, (ii) the failure of the Consultant to perform under, or its breach of, this Agreement or (iii) the failure of Consultant to comply with any applicable law. The Consultant will provide the Customer with all reasonable information and assistance to settle or defend the claim, and the Customer shall not, without the approval of the Consultant, consent to the entry of any judgment or effect any settlement of any pending or threatened proceeding without the consent of the Consultant. 9. Insurance. The Consultant will maintain general liability insurance in the amounts shown in Exhibit D of this agreement. 10. Miscellaneous. a. Entire Agreement; Waiver; Amendment. This Agreement, including any appendices hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all other prior agreements or undertakings with respect to the subject matter hereof, both written and oral. No delay or failure on the part of any Party in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by and delivered to the Page 5 of 19 7 Docusign Envelope ID: A0400265-F3F7-4308-BB98-2C447EA2C29C