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LIMITATIONS SET FORTH IN THIS AGREEMENT ARE A REASONABLE ALLOCATION OF RISK AND LlABILl1Y
<br />CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY
<br />N01WITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
<br />16 .3. Th i r d Pa rtY Produ cts, Servi ces an d Ref erra ls. In addition to Third Party Products that may be ordered hereunder, Hart may
<br />direct Customer to third parties having products or services that may be of interest to Customer for use in conjunction with the
<br />Products or Services. Notwithstanding any Hart recommendation, referral, or introduction, Customer will independently
<br />investigate and test non-Hart products and services and will have sole responsibility for determining suitability for use of non-Hart
<br />products and services . Hart has no liability with respect to claims relating to or arising from use of non-Hart products and
<br />services , including , without limitation , claims arising from failure of non-Hart products to provide proper time and date
<br />functionality.
<br />17. DISPUTE RESOLUTION
<br />17 .1. Disp u tes and Demand s . The parties wi ll atte mpt to resolve any claim or controversy related to or arising out of this Agreement,
<br />whethar In 'i:ontract or in tort ("Dispute"), on a' confidential basis according to the following process , which either party may start
<br />by delivering to the other party a written notice describing the dispute and the amount involved ("Demand ").
<br />17 .2 . Negofia ffonand Media tio n . After receipt of a Demand, authorized representatives of the parties will meet at a mutually agreed-
<br />upon time and place to try to resolve the Dispute by negotiation . If the Dispute remains unresolved after this meeting, either
<br />party may start mand atory nonb inding mediation under the .com mercial mediation rules of the American Arbitration Association
<br />("AAA~) or such other med ia tion process as is mutually acce ptable to the parties .
<br />17.3. Injunctive Relief . Notwithstanding the other provisions of this Section 17, if either party seeks injunctive relief, such relief may
<br />be sought in a court of competent jurisdiction without complying with the negotiation and med iation provisions of this Section .
<br />17.4 . Time Limit. Neither mediation under this section nor any legal action, regardless of its form, related to or arising out of this
<br />Agreement may be brought more than two (2) years after the cause of action first accrued.
<br />18. GENERAL PROVISIONS
<br />18 .1. Entire Ag ree ment. This Agreement and the Schedules, Attachments, and Exhibits hereto (including Hart-provided quotations
<br />signe d by Custo me r and accep!ed by Hart) are the entire ag reement between the partle.s with re spect to the subject matter
<br />conte mplated he rei n, and su persede all prior neg otiations and oral agreements with respe ct thereto. Hart' makes no
<br />representations or warranties with respect to this Agreement or ,~ Products ()r S.ervices that are not Includ ed herein . llie lise of
<br />preprinted Customer forms , such as purchase orders or acknowledgments, in connection with this Agreement is for convenience
<br />on ly' and all preprinted terms and .co ndl tlons stated the.reon are vo.i d and of no effect. If any conflict exists betw.een Ihis
<br />Agreement and any leons and conditions on a Customer purchase order, acknowledgment , or other Customer preprinted for m.
<br />the terms an d conditions of this Agreement will govern and the conflicting tenna and condftions In th.e prepri r'fted form vAil be vo fd
<br />and of no effect. This Agreement may not be amended or waiv ed except in writing signed by an officer of the party to be bound
<br />thereby .
<br />18 .2. Interpretat i on. This Agreement will be construed according to its fair meaning and not for or against either party . Headings are
<br />for reference purposes only and are not to be used in construing the Agreement. All words and phrases in this Agreement are to
<br />be construed to include the singular or plural number and the masculine, feminine, or neuter gender as the context requires .
<br />18 .3. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TE XA S, WITHOUT
<br />REGARD TO ITS CONFLICT OF LAW PROVISIONS, UNLESS CUSTOMER IS A GOVERNMENTAL SUBDI VISION OF
<br />ANOTHER STATE , IN WHICH CASE THE LAWS OF THE STATE IN WHICH CUSTOMER IS A GOVERNMENTAL
<br />SUBDIVISION WILL CONTROL.
<br />18.4 . Severabilitv. Whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable
<br />law; but if any provision is found to be invalid, illegal , or unenforceable , then such provision or portion thereof will be modified to
<br />the extent necessary to render it legal , valid, and enforceable and have the intent and econom ic effect as close as possible to the
<br />invalid , illegal, or unenforceable provision . If it is not possible to modify the provision to render it legal , valid, and enforceable,
<br />then the provision will be severed from the rest of the Agreement and ignored. The invalidity , illegality, or unenforceability of any
<br />provision will not affect the validity, legality , or enforceability of any other provision of this Agreement, which will remain valid and
<br />binding .
<br />18 .5. Force Maje ure. "Force Majeure" means a delay encountered by a party in the performance of its obligations under this
<br />Agreement that is caused by an even t beyon d the reaso nable GO ntro I of the party, but does not include any delays in the
<br />payment of monies due by either party . Witho ut limiting th e generality of the foreg,o ing , "Force Majeure" will ihelude , but is not
<br />restricted to, the following types of events : acts of God or public enemy; acts of governmental or regula tory authoriti es (ot her
<br />than, with respect to Customer's performance, the Customer, and its governing entities); fires, floods, epidemics, or serious
<br />accidents ; unusually severe weather conditions ; failure of third parties to timely provide software, hardware , materials, or labor
<br />Verity Master Agreement _1 0192016f 10
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