1 CARDINAL PATH’S OBLIGATIONS
Cardinal Path will:
1.1 Perform the Services in a professional and workmanlike manner in compliance with applicable laws;
1.2 Appoint a contact person to communicate with Customer for the purpose of facilitating the Order Form; and
1.3 Within the scope of the Services described in the Order Form, document time and work performed and maintain it throughout the duration of the SOW.
2 CLIENT’S OBLIGATIONS
The Client shall:
2.1 Provide Cardinal Path with any requested facilities, tools, or materials that may be reasonably necessary for Cardinal Path to provide its services under the Order Form;
2.2 Appoint a contact person to communicate with Cardinal Path for the purpose of facilitating this Agreement;
2.3 At all times comply with applicable law, including data protection and privacy laws, and will take reasonable steps to ensure that it does not transmit or otherwise cause Cardinal Path to receive any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
3 INDEMNIFICATION AND LIMITATION OF LIABILITY
Customer shall indemnify and hold Cardinal Path and its employees, agents and contractors (each, a “Cardinal Path Indemnitee”) harmless from any losses, liabilities, expenses or costs (“Losses”) arising from claims, investigations, actions or causes of action brought by a third party (“Claims”) to the extent such Claims result from: (i) Customer’s unauthorized or unlawful use of the Provider Products or services provided hereunder, any third party technology used in connection with the services furnished by Cardinal Path pursuant to Customer’s contract with Salesforce, or any other information or technology provided by Cardinal Path, including any acts or omission in contravention of intellectual property laws; (ii) the negligence or misconduct of Customer; or (iii) a breach of any applicable terms, warranties, representations and covenants made by Customer, including its those made hereunder or in its Agreement or Order Form with Salesforce. OTHER THAN LIABILITIES THAT ARISE FROM A BREACH OF THESE TERMS OF USE OR FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF OR IS AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. OTHER THAN LIABILITIES THAT ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CARDINAL PATH, CARDINAL PATH’S TOTAL LIABILITY TO CUSTOMER UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID BY CUSTOMER TO SALESFORCE FOR CARDINAL PATH’S SERVICES.
