Reso 2020-3120 - Laserfiche WebLink

Home Browse Search

yam. � '°_ HOST COMPLIANCE Amy a Port of` 13RANICUS HOST. COMPLIANCE, LLC Short-term Rental Compliance Monitoring and Associated Services HCSA 5-5-2016-P with no further liability Or Obligation to the Customer other than "the obligation to provide the Customer with a pro -rata refund of pre -paid fees for the affected portion,of the Services. 6.4 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control .and authority over the defense, except that: ;(i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. The indemnities above are Host Compliance' and Customer's only remedy under this Agreement for violation by the other party of a third party's Intellectual Property Rights. 7.0 Exclusion of Warranties, Limitation of Liability. 7.1 Exclusion of Warranties. Except as explicitly set forth in this Agreement, Host Compliance makes no other representation, warranty or condition, express or implied, and expressly excludes all implied or statutory warranties or conditions of merchantability, merchantable quality, durabilityorfitnessfora particular purpose, and those arising by statute or otherwise in law orfrom a course of dealing or usage of trade with respect to the Services. Host Compliance does not make any representations or warranties of any kind to client with respect to any third party software forming part of the Services 7.2 Limitation on Indirect Liability. To the fullest extentpermitted by law, except for Host Compliance and Customer's indemnification obligations hereunder, neither Customer nor Host Compliance and its affiliates, suppliers, and distributors will be liable under this Agreement for (i) indirect, special, incidentai, consequential, exemplary, or punitive damages, or (ii) loss of use, data, business, revenue, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose. 7.3 Limitation on Amount of Liability. To the fullest extent permitted by law, Host Compliance' aggregate liability under this Agreement will not exceed the amount paid by Customerto Host Compliance hereunder during the twelve months prior to the event giving rise to liability. 8.0 Miscellaneous. 8.1 Terms' Modification.. Host Compliance may wish to revise this Agreement from time to time, 1f a revision, in Host Compliance' sole discretion, is material, Host Compliance will notify Customer and possibly request that an Amendment to this Agreement be agreed upon and signed. if Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change, 8.2 Entire Agreement. The Agreement including the invoice and order form. provided by Host Compliance, constitutes the,entire agreement between Customer and Host Compliance with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. if there is a conflict between the documents that make up this Agreement, the documents will control in the following order: this Agreement, then the invoice, then the order form. www.hostcompliance.com 5 408 St. Peter Street, Suite 600 Tel: (754) 888 -HOST (4678) St. Paul, MN 55102