Resolution 3590 - Laserfiche WebLink

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� . . .., Section 7 � • MISCELLANEOUS 7.1 No Agency. The parties hereto are independent contractors, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto. 7.2 No Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof unless the same is consented to in writing. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be observed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. A11 remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity, or otherwise. 7.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 7.4 Entire, Agreement. This Agreement constitutes the entire Agreement between the parties, and there are no understandings or agreements relative hereto other than those that are expressed herein. No change, � waiver, or discharge hereof shall be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. 7.5 No Assignment. Neither party shall assign, sublet or transfer this Agreement, either in whole or in part, without the prior written consent of the other party, and any attempt to do so sha11 be void and of no force and effect. • 7.6 THE ENTITY AGREES THAT THE COUNTY IS FURNISHING THE PROPRIETARY DATA BASE ON AN "AS IS" BASIS, WITHOUT ANY SUPPORT WHATSOEVER, AND WITHOUT REPRESENTATION OR WARRANTY, INCLUDING BUT NOT IN ANY MANNER LIMITED T0, FITNESS, MERCHANTABILITY OR THE ACCURACY AND COMPLETENESS OF THE PROPRIETARY DATA BASE. THE COUNTY'S SOLE LIABILITY AND THE ENTITY'S EXCLUSIVE REMEDY FOR ANY SUBSTANTIAL DEFECT WHICH IMPAIRS THE USE OF THE PROPRIETARY DATA BASE FOR THE PURPOSE STATED HEREIN SHALL BE THE RIGHT TO TERMINATE THIS AGREEMENT. 7.7 In no event shall the County be liable for actual, direct,_ indirect, special, incidental, consequential damages (even if the County has been advised of the possibility of such damage) or loss of profit, loss of business or any other financial loss or any other damage arising out of performance or failure of performance of this contract by the County. • 5 .