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Pro Suite Contract
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<br />Confidential and Proprietary CentralSquare Technologies, LLC | 8
<br />Copyright © 2020 All Rights Reserved
<br />5.0 Indemnification and Limitation of Liability
<br />CentralSquare shall indemnify, defend and hold harmless Customer from any and all claims, lawsuits or
<br />liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any
<br />loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission
<br />of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s
<br />or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be
<br />required to indemnify Customer for any claims or actions caused to the extent of the negligence or
<br />wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary
<br />in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions
<br />of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision
<br />shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
<br />Notwithstanding the foregoing, the aggregate liability of CentralSquare for any reason and upon any cause
<br />of action of claim, including, without limitation, CentralSquare’s obligation to indemnify and hold harmless
<br />under this agreement, shall be limited to direct damages which shall not exceed (i) the amount of the fees
<br />paid for the portion of the System giving rise to such claims in the aggregate, including, without limitation,
<br />breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentations, and
<br />other torts; or (ii) for claims arising under annual maintenance, the amount of the maintenance fees paid
<br />for the term in which the claim arises.
<br />IN NO EVENT SHALL CENTRALSQUARE, ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN
<br />CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE,
<br />OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED
<br />TO THIS AGREEMENT, REGARDLESS OF WHETHER CENTRALSQUARE HAS NOTICE OF THE POSSIBILITY OF
<br />ANY SUCH LOSS OR DAMAGE.
<br />6.0 Termination
<br />6.1 By CentralSquare for Cause
<br />In addition to various other express rights of CentralSquare to terminate this Agreement set forth herein,
<br />CentralSquare shall also have the right to terminate this Agreement upon thirty (30) day’s prior written
<br />notice and cancel any unfulfilled portion of it by written notice to Customer due to Customer’s failure to
<br />comply with any material terms or conditions of this Agreement, or in other cases if: (i) Customer becomes
<br />bankrupt or insolvent or enters into any arrangement or composition with its creditors or if a receiver is
<br />appointed to direct the business of Customer, or (ii) Customer sells or assigns its rights, duties or
<br />obligations under this Agreement to any person or entity, in whole or in part, whether by assignment,
<br />merger, transfer or assets, sale of stock, operation of law or otherwise, without the express written
<br />permission of CentralSquare or (iii) upon Customer’s breach of the License or confidentiality and
<br />nondisclosure provisions contained herein, or (iv) upon a violation of CentralSquare’s proprietary rights
<br />hereunder. The termination of this Agreement shall automatically terminate and extinguish the License.
<br />CentralSquare may exercise any rights available to it under Minnesota State law to terminate for cause
<br />upon the failure of Customer to comply with the terms and conditions of this Agreement; provided that
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