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is unable to restore any material functionality within thirty(30)days of of Customer, which approval shall not be unreasonably withheld or
<br /> Customer's notification of the problem, Customer may terminate the delayed.This Section states Streetline's sole liability to,and Customers
<br /> Agreement and receive a pro-reta refund of any Fees paid in advance for exclusive remedy,under this Agreement with respect to infringement or
<br /> use of the Service for the terminated portion of the Term.Streetline shall other violation of third party intellectual property rights.
<br /> have no obligation with respect to a warrenty claim unless notified of such 12. General Provisions.Any notice required or permitted hereunder
<br /> claim within thirty(30)days of the first instance ofthe applicable problem. shall be in writing and shall be deemed to be properly given upon receipt.
<br /> The warranties set forth in this Agreement are made to and for the benefit Such notices shall be sent to the applicable party at the address set forth
<br /> of Customer only.Such warranties shall not apply if Customer has used in this Agreement(or to such other address as may be designated by a
<br /> the Service other than in accordance with Streetline's written instructions, party by giving written notice to the other party pursuant to this Section).
<br /> this Agreement and applicable law. This Agreement may not be assigned, in whole or part, whether
<br /> 9.2 Disclaimer of Warranties.THE WARRANTIES STATED IN SECTION voluntarily,by operetion of law or otherwise,by either parry without the
<br /> 9.1 ABOVE,ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY prior written consent of the other party.Any attempted assignment other
<br /> STREETLINE. STREETLINE MAKES NO, AND EXPRESSLY DISClAIMS ALL, than in accordance with this Section shall be null and void.Subject to the
<br /> OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING ALL WARRANTIES foregoing,the rights and liabilities of the parties hereto shall bind,and
<br /> OF MERCHANTABILITY,FITNESS fOR A PARTICULAR PURPOSE. inure to the benefit of,the parties and their respective successors and
<br /> 10. Limitatio�of Liabilky.TO THE EXTENT ALLOWED BY APPLICABLE permitted assigns.This Agreement shall be governed by and construed in
<br /> LAW,IN NO EVENT WILL STREEfLINE'S ENTIRE LIABILITY ARISING FROM A accordance with the laws of the State of California,without reference to
<br /> BREACH OF THIS AGREEMENT RELATING TO STREETLINE'S FAILURE TO its conflicts of law provisions.Nothing contained in this Agreement shall
<br /> DELIVER THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT EXCEED be deemed or construed as creating a joint venture,partnership,agency,
<br /> THE TOTAL FEES TO BE PAID BY CUSTOMER UNDER THIS AGREEMEN7,IN employment or fiduciary relationship between the parties.Neither party
<br /> EACH CASE,NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF nor its agenu have any authority of any kind to bind the other party in any
<br /> ANY LIMITED REMEDY OR LIMITATION OF LIABILITY. In addition,neither respect whauoever,and the relationship of the parties is,and at all times
<br /> party shall be liable for any indirect,special,incidental,consequential,or shall continue to be,that of independent contractors.Except for payment
<br /> punitive damages of any kind,however caused,even if such party has of monies due hereunder,neither party will be liable to the other for
<br /> been advised of the possibility of such damages. failure or delay in performing its obligations hereunder if such failure or
<br /> delay is due to circumstances beyond its reasonable control. This
<br /> 11. Indemnification Agreement,including the documents and agreements referenced herein,
<br /> 11.1 Streetline shall defend, indemnify and hold harmless Customer constitutes the entire agreement between the parties concerning the
<br /> and its officers,agents,employees and volunteers from and against all subject matter hereof and supersedes all prior or contemporeneous
<br /> claims,damages,losses and expenses including attorney fees arising out agreemenu and communications,whether orel or written,between the
<br /> of the performance of the Service or provision of the Product,caused in parties relating to the subject matter of this Agreement.No amendment
<br /> whole or in part by the wiliful misconduct or any negligent act or omission or modification of any provision of this Agreement shall be effective
<br /> of the Streetline, any subcontredor, anyone directly or indirectly unless in writing and signed by duly authorized signatories of each parry.
<br /> employed by any of them or anyone for whose acts any of them may be
<br /> liable,except where caused by the active negligence,sole negligence,or
<br /> willful misconduct of Customer.
<br /> 11.2 Streetline's indemnity.Streetline shall defend Customer from and
<br /> against any claim,suit,or action("Claim")by a third party that is based
<br /> upon an allegation that the Service as made available to the Customer by
<br /> Streetline pursuant to this Agreement infringes or otherwise violates the
<br /> intelledual property righu of such third party,and shall indemnify the
<br /> Customer from and against any final award of damages or settlement
<br /> amounu for release of liability from any such claim,suit,or adion.In
<br /> addition, if a claim is made that the Service infringes a third party's
<br /> intellectual property rights,or if Streetline has reason to believe such a
<br /> claim may be made,Streetline may replace or modify the Service to make
<br /> it non-infringing, or procure a license for Customer under the rights
<br /> allegedly infringed. If none of the options described in the preceding
<br /> sentence is available to Streetline using commercially reasonable efforts,
<br /> then Streetline may terminate this Agreement and refund to Customer a
<br /> pro rata portion of the Fees paid in advance for use of the Service for the
<br /> terminated portion of the Term.Streetline shall have no liability under this
<br /> Section il with respect to:(a)any use or other exploitation of the Service
<br /> other than in the form provided to Customer by Streetline hereunder,(b)
<br /> any use or other exploitation of the Service not in compliance with this
<br /> Agreement,Streetline's written instructions,or applicable law,or(c)any
<br /> combination of the Service with any software,hardware,technology,or
<br /> materials not provided by Streetline (�a)—(c), collectively, "Excluded
<br /> Uses").Streetline shall defend,hold harmless,and indemnify Customeron
<br /> any actions and from all claims arising out of the direct acts or omissions
<br /> of Streetline,or iu authorized representatives,in the performance of its
<br /> obligations under the terms of this agreement. Streetline shall not be
<br /> liable for claims or damages arising out of the alleged acu or omissions of
<br /> Customer or iu authorized representatives,including claims or damages
<br /> arising out of alleged product defect failure or warranty claim.
<br /> 11.3 Indemnification Process. In the event Customer is seeking
<br /> indemnification hereunder,Customer shall(a)provide prompt notice to
<br /> Streetline of the commencement of the Claim for which indemnification
<br /> is sought,(b)provide cooperetion to Streetline,and(c)allow Streetline to
<br /> control the defense and settlement; provided, however, (1)Customer
<br /> may,at its option and expense,participate with Streetline in the Claim and
<br /> (2)Streetline shall not settle such Claim without the prior written approval
<br /> ATTY/AG R/2014.153/ST R E ET LI N E
<br /> REV:08-20-14 VR
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