|
DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
<br /> 51
<br /> of this Agreement by either party will be a transportation control, medical applications, or any
<br /> nonexclusive remedy for breach and will be without other life critical uses or inherently dangerous
<br /> prejudice to any other right or remedy of such party. activities. Customer understands and agrees that
<br /> Termination of this Agreement will not relieve Farragut makes no assurances that the Software is
<br /> Customer of its obligation to pay all fees and suitable for any high-risk uses or inherently
<br /> expenses that accrued before such termination. dangerous activities.
<br /> 7.7 Amendment. The terms of this Agreement 8.4 Referrals. FARRAGUT IS NOT
<br /> may only be amended with a written Amendment PROVIDING TO CUSTOMER ANY THIRD PARTY
<br /> executed by both Parties. PRODUCTS, SOFTWARE OR SERVICES
<br /> PURSUANT TO THIS AGREEMENT. Farragut
<br /> 8. Limitation of Damages. may direct Customer to third parties having
<br /> products, software or services that may be of
<br /> 8.1 Back-Ups; Customer Data. Customer is interest to Customer for use in conjunction with the
<br /> responsible for assuring and maintaining the Software. Notwithstanding any Farragut
<br /> backup of all Customer data, software and network recommendation, referral or introduction,
<br /> systems. UNDER NO CIRCUMSTANCES WILL Customer will independently investigate and test
<br /> FARRAGUT BE LIABLE TO CUSTOMER OR ANY third party products, software and services and will
<br /> THIRD PARTY FOR THE LOSS OF, have sole responsibility for determining suitability
<br /> CORRUPTION OF, OR DAMAGE TO for use of third party products, software and
<br /> CUSTOMER DATA, SOFTWARE OR NETWORK services. FARRAGUT HAS NO LIABILITY FOR
<br /> SYSTEMS CLAIMS RELATING TO OR ARISING FROM USE
<br /> OF THIRD PARTY PRODUCTS, SOFTWARE OR
<br /> 8.2 Limitation of Liability. SERVICES. FARRAGUT DISCLAIMS ALL
<br /> NOTWITHSTANDING ANYTHING TO THE REPRESENTATIONS AND WARRANTIES
<br /> CONTRARY IN THIS AGREEMENT, TO THE RELATING TO THIRD PARTY PRODUCTS,
<br /> MAXIMUM EXTENT PERMITTED BY SOFTWARE AND SERVICES, INCLUDING BUT
<br /> APPLICABLE LAW, FARRAGUT WILL NOT BE NOT LIMITED TO ALL IMPLIED WARRANTIES
<br /> LIABLE TO CUSTOMER FOR ANY SPECIAL, CONCERNING THE PERFORMANCE,
<br /> INDIRECT, INCIDENTAL, PUNITIVE, OR MERCHANTABILITY, SUITABILITY, NON-
<br /> CONSEQUENTIAL DAMAGES (INCLUDING INFRINGEMENT OR FITNESS FOR A
<br /> LOST PROFITS) OR FOR LOST DATA PARTICULAR PURPOSE OF THIRD PARTY
<br /> SUSTAINED OR INCURRED IN CONNECTION PRODUCTS, SOFTWARE AND SERVICES.
<br /> WITH THIS AGREEMENT, THE SOFTWARE,
<br /> SOFTWARE SUPPORT, OR ANY OTHER 9. Infringement Indemnity.
<br /> SERVICES, EVEN IF ADVISED OF THE
<br /> POSSIBILITY OF SUCH DAMAGES, 9.1 Indemnity.
<br /> REGARDLESS OF THE FORM OF ACTION AND
<br /> WHETHER OR NOT SUCH DAMAGES ARE a) Farragut, at its own expense, will
<br /> FORESEEABLE. IN ADDITION, FARRAGUT'S defend and indemnify Customer against claims that
<br /> TOTAL LIABILITY TO CUSTOMER FOR DIRECT the Software infringes a United States patent or
<br /> DAMAGES ARISING OUT OF OR RELATING TO copyright, or misappropriates trade secrets,
<br /> THIS AGREEMENT, THE SOFTWARE, protected under United States law, provided
<br /> SOFTWARE SUPPORT, OR ANY OTHER Customer (a) gives Farragut prompt written notice
<br /> SERVICES WILL IN NO EVENT EXCEED THE of such claims, (b) permits Farragut to control the
<br /> TOTAL AMOUNT ACTUALLY PAID BY defense and settlement of the claims, and (c)
<br /> CUSTOMER TO FARRAGUT UNDER THIS provides all reasonable assistance to Farragut in
<br /> AGREEMENT DURING THE TWELVE MONTH defending or settling the claims.
<br /> PERIOD IMMEDIATELY PRECEDING THE
<br /> EVENT CAUSING SUCH DAMAGES. . b) Farragut shall operate as an
<br /> independent contractor for all purposes. The
<br /> 8.3 High Risk Application Disclaimer. Farragut Parties agree to each be solely responsible for their
<br /> has not tested or certified its Software for use in own acts or omissions in the performance of each
<br /> high-risk applications including, without limitation, of their individual duties hereunder, and shall be
<br /> medical transport, 911 response, nuclear facilities, financially and legally responsible for all liabilities,
<br /> weapon systems, mass transit and air costs, damages, expenses and attorney fees
<br /> -6-
<br />
|