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� TripMaster 21
<br /> by CTS Software Cost Proposal
<br /> that Third Party Service with the Services.CTS is not responsible for any disclosure,modification or deletion of such data resulting from access by any
<br /> Third Party Service or its provider.Any acquisition by Customer of a Third Party Service,and any exchange of data between Customer and any Third Party
<br /> Service or its provider,is solely between Customer and the applicable third-party provider. Further,CTS cannot guarantee the continued availability of any
<br /> Service features that interoperate with Third Party Service,and may cease providing them without being in breach of this Agreement or entitling Customer
<br /> to any refund,credit,or other compensation,if for example and without limitation,the provider of a Third Party Service ceases to make the Third Party
<br /> Service available for interoperation with the corresponding Service features in a manner acceptable to CTS.
<br /> 8. REPRESENTATIONS,WARRANTIES,AND DISCLAIMERS.
<br /> 8.1 Mutual Representations.Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
<br /> 8.2 Services Warranties.CTS represents and warrants that it will provide the Professional Services in a manner consistent with general industry
<br /> standards reasonably applicable to the provision thereof and that the Hosted Services will conform substantially in accordance with the Documentation
<br /> under normal use and circumstances.Customer's sole remedy for breach of a warranty in this Section shall be to have CTS use commercially reasonable
<br /> efforts to promptly correct,replace or provide a work around for such breach,at no charge to Customer.
<br /> 8.3 Customer Warranties.Customer represents and warrants that(a)Customer will use,and will ensure that all users use,each Service in full
<br /> compliance with this Agreement,CTS'end-user terms of use and all applicable laws and regulations;(b)Customer owns or has a license to use and has
<br /> obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on,transmitted via or recorded by any
<br /> Service;(c)the provision and use of Customer Data as contemplated by this Agreement and any Service do not and shall not violate any Customer's
<br /> privacy policy,terms-of-use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to;and(d)no Customer
<br /> Data will includte social security numbers or other government-issued identification numbers,financial account numbers,credit card or debit card numbers,
<br /> credit report information or other personal financial information,health or medical information or other information that is subject to international,federal,
<br /> state,or local laws or ordinances now or hereafter enacted regarding data protection or privacy,including,but not limited to,the Health Insurance Portability
<br /> and Accountability Act,the Health Information Technology for Economic and Clinical Health Act,the Fair Credit Reporting Act,the Children's Online Privacy
<br /> Protection Act and the Gramm-Leach-Bliley Act.
<br /> 8.4 Disclaimer-
<br /> (a)
<br /> isclaimer(a)OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 8,CTS SOFTWARE DISCLAIMS ALL WARRANTIES,CONDITIONS,OR
<br /> REPRESENTATIONS TO CUSTOMER REGARDING THIS AGREEMENT AND THE SERVICES,WHETHER ORAL OR WRITTEN,EXPRESS, IMPLIED,
<br /> OR STATUTORY.WITHOUT LIMITING THE FOREGOING,ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY,THE IMPLIED
<br /> WARRANTY AGAINST INFRINGEMENT,THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE,AND THOSE
<br /> ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY CTS SOFTWARE. NO
<br /> WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED,THAT ANY ERRORS OR DEFECTS IN THE
<br /> SERVICES WILL BE CORRECTED,OR THAT THE SERVICES FUNCTIONALITY WILL MEET CUSTOMER'S REQUIREMENTS.CTS SOFTWARE
<br /> DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING CTS
<br /> SOFTWARE.
<br /> (b)Customer acknowledges and agrees that(i)it is solely responsible for providing and ensuring the proper training of its drivers,owners or operators in
<br /> the operation of the motor vehicle or motor vehicles(i.e.any automotive machinery utilized for the transport of persons or goods),(ii)CTS shall not be liable
<br /> to Customer or any other entity or individual for any claim or action including costs arising out of the use or misuse of any motor vehicle operated by or on
<br /> behalf of the Customer or any such entity or individual in connection with this Agreement, including any personal injury or property damage claim or action,
<br /> and(iii)Customer shall include this paragraph,or the substance thereof,in any agreements between Customer and any third party involving the Hosted
<br /> Services or other CTS property.
<br /> 9.LIMITATION OF LIABILITY.
<br /> 9.1 ExcLuabn oLQamaaes.EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
<br /> OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL OR PUNITIVE DAMAGES, INCLUDING
<br /> LOSS OF USE,REVENUE,PROFIT,OR DATA,WHETHER ARISING OUT OF BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE)OR
<br /> OTHERWISE,REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF
<br /> THE POSSIBILITY OF SUCH DAMAGES.
<br /> 9.2 Liability Cao.EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR
<br /> RELATED TO THIS AGREEMENT,WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE)OR
<br /> OTHERWISE,EXCEED THE AGGREGATE AMOUNTS PAID TO CTS SOFTWARE PURSUANT TO THIS AGREEMENT DURING THE TWELVE(12)
<br /> MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
<br /> 9.3 Exc to in ons.The exclusions and limitations in Section 9.1 and Section 9.2 will not apply to:(a)damages or other liabilities arising out of or relating to
<br /> a party's failure to comply with its obligations under Section 6(Non-Disclosure and Confidentiality);or(b)a party's obligations under Section 10
<br /> (Indemnification)or(c) provisions of this section do not apply to improper disclosure of client data or data breaches.
<br /> 10. RESERVED.
<br /> 11. TERM AND TERMINATION.
<br /> 11.1
<br /> Term .This Agreement will commence on the Effective Date and will continue until the time which the last active Order has terminated or expired.
<br /> The term of each Order will be specified in the applicable Order.
<br /> (a)Termination.Without prejudice to any other remedies and in addition to any other termination rights herein,this Agreement may be terminated by
<br /> either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 days after written notice of such breach is
<br /> delivered to such other party,with a material breach including Customer's failure to pay,when due,any fees due to CTS
<br /> 11.2 Effect of Termination or Expiration.Upon termination of this Agreement for any reason:(a)all Orders hereunder will terminate,and all rights and
<br /> licenses granted by CTS hereunder to Customer will immediately cease;and(b)Customer will immediately cease use of any Services and,within thirty(30)
<br /> TripMaster by CTS Software-Quote#4564 v6 10 r 1d
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