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19.2. CENTRALSQUARE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL
<br />NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR
<br />THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
<br />20. Insurance.. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in
<br />accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). CentralSquare shall include Customer as an
<br />additional insured on applicable insurance policies provided under this Agreement. CentralSquare shall provide proof of current
<br />coverage during the term of this Agreement.
<br />21. Third -Party Materials. CentralSquare may, from time to time, include third parties to perforrn services, provide software, or
<br />provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for these Third -
<br />Party Materials, but these third parties assume all responsibility and liability in connection with the Third -Party Materials.
<br />CentralSquare is not authorized to make any representations or warranties that are binding upon the third -party or to engage
<br />in any other acts that are binding upon the third -party, except specifically that CentralSquare is authorized to represent third -
<br />party fees and to accept payment of such amounts from Customer on behalf of the third -party for as long as such third -party
<br />authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third -Party Materials, Customer
<br />may be required to execute a click -through, shrink-wrap End User License Agreement ("EULA") or similar agreement provided
<br />by the Third -Party Materials provider, if mapping information is supplied with the CentralSquare Software, CentralSquare
<br />makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare
<br />Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the
<br />mapping database vendor to CentralSquare. All third -party materials are provided "as -is" and any representation or warranty
<br />concerning them is strictly between Customer and the third -party.
<br />22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf
<br />including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor").
<br />CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its
<br />own employees.
<br />23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire
<br />agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and
<br />contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or
<br />written, between the Parties with respect to the subject hereof.
<br />24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall
<br />evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until
<br />memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to
<br />this Agreement signed by both Parties.
<br />25. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and
<br />permitted assigns and nothing herein; express or implied, is intended to or shall confer on any other person any legal or
<br />equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
<br />26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when
<br />so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The
<br />Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted
<br />by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format
<br />(PDF).
<br />27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into
<br />force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance
<br />(collectively, a "Material Adverse Change"), which is not explicitly addressed within this Agreement and results in significant
<br />extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good
<br />faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.
<br />28. Cooperative Purchases. The Parties agree that other entities ("Cooperative Customers") may use this Agreement as a
<br />purchasing vehicle for similar CentralSquare software and services. Terms and conditions specific to each Cooperative
<br />Customer's purchase, including but not limited to pricing, payment terms, and scope of work, shall be negotiated separately
<br />between CentralSquare and the Cooperative Customer. A separate contract and any necessary supplemental documents
<br />shall be developed independently from this Agreement for each Cooperative Customer, and each such contract shall be fully
<br />independent of the others. The original Customer shall not be a party to any agreements made between CentralSquare and
<br />Cooperative Customers and will not incur any liability related to specifications, delivery, payment, or any other aspect of
<br />purchases made by Cooperative Customers.
<br />29. Order of Precedence.
<br />29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the
<br />following priority shall prevail:
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