2018-11-26-minutes-it-study-session

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41:" Partner through which Authorized End User is licensing the Imagery,unless it obtains prior written permission from Valtus and pays associated additional fees. THE IMAGERY AND THE SERVICES ARE PROVIDED "AS IS," AND VALTUS MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UPTIME, ACCURACY, OR NON- INFRINGEMENT. IN NO EVENT WILL VALTUS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL A N D OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED, THE AUTHORIZED END USER UNDERSTANDING AND ACKNOWLEDGINGTHATITSSOLEREMEDYUNDERTHISAGREEMENTIS TO REQUIRE VALTUS TO REDELIVER THE IMAGERY REQUESTED BY THE CUSTOMER. IF THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY FOR ANY REASON IS UNENFORCEABLE OR INAPPLICABLE, THE AUTHORIZED END USER AGREES THAT THE AGGREGATE LIABILITY OF VALTUS SHALL NOT EXCEEDTHELICENSEFEESPAIDBYTHECUSTOMERTOVALTUS WITH RESPECTTOTHEIMAGERYOR THE SERVICES AT ISSUE. The Authorized End User agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether the Authorized End User has accepted the Imagery or any other product or service delivered by Valtus. The Authorized End User acknowledges and agrees that Valtus has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein,that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss),and that the same form an essential basis of the bargain between the parties. This agreement will terminate automatically without notice, and all access to the Services and the Imagery will be terminated,if the Authorized End User fails to comply with any term of this Agreement. In the event of termination,the Authorized End User must immediately return the Imagery to Valtus or destroy it and certify this destruction in writing to Valtus. This Agreement is the complete and exclusive statement of the understanding between the Authorized End User and Valtus with respect to the Imagery and the Services and may be amended or modified only in a written instrument signed by a duly authorized representative of both parties. If any provision is determined to be invalid or unenforceable,the remaining provisions of this Agreement shall continue to be valid and enforceable. Without the prior written consent of Valtus, neither this Agreement nor any of the rights granted by it may be assigned or transferred by the Authorized End User. This restriction on assignments or transfers shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. Itis THE CUSTOMER'S RESPONSIBILITYto ensurethat its use of the Imageryand Services complieswith these terms and to seek prior written permission from Valtus for any uses not expressly permitted or not specified in this Agreement. IN WITNESS WHEREOF,the Authorized End User, intending this Agreement to be effective as of the earlier of(i) the date set forth below and (ii)the date the Authorized End User commenced use of the Services or the Imagery, has caused this Agreement to be executed by its duly authorized representative. rel) Consolidated Technology Services Page 4 of 8 Kittitas County Valtus and Imagery Services CTS Service Level Agreement:2019-001 OCIO CTS Customer Service Agreement:8190-0