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DocuSign Envelope ID:84EC498E-2CB9-4BBF-A4A8-E61 F987E989E <br /> Blue ITechnologies <br /> Smart Solutions COMMITMENT TO -EVERY <br /> Legal and Professional Services <br /> SECTION SHALL NOT APPLY TO BODILY HARM OR DAMAGES CAUSED BY THE <br /> WILLFUL MISCONDUCT OR NEGLIGENCE OF BTSS, ITS EMPLOYEES, ITS OFFICIALS <br /> AND/OR AGENTS. BTSS provides a warranty of good workmanship with regard to all <br /> service provided under this policy. This warranty shall be the only warranty made by <br /> BTSS in lieu of all other warranties, express or implied. <br /> 7. INDEMNIFICATION: City will defend, hold harmless, and indemnify, any third party <br /> claim or suit brought against BTSS or its employees, agents, officers, or directors, <br /> ("Indemnified Parties") caused by the actions or omissions of City arising out of or <br /> related to: (i) the use or transmission of City Data; (ii) the loss, theft or misuse of <br /> passwords and/or login information used to access any administrative login or user <br /> accounts; (iii) violation of Regulatory Requirements applicable to City's business City will <br /> pay all damages finally awarded by a court of competent jurisdiction or agreed to in <br /> settlement by City attributable to such claim. <br /> BTSS will defend, hold harmless and indemnify, any third party claim or suit brought <br /> against City or its employees, agents, officers, directors, or contractors ("Indemnified <br /> Parties") caused by the actions or omissions of BTSS arising out of or related to: (i) <br /> the use or transmission of BTSS Data; (ii) the loss, theft or misuse of passwords <br /> and/or login information used to access any administrative login or user accounts; <br /> (iii) violation of Regulatory Requirements applicable to BTSS' business operations; or <br /> (iv) claims based on software licensing violations, copyright infringement, trademark <br /> and patent infringement. BTSS will pay all damages finally awarded by a court of <br /> competent jurisdiction or agreed to in settlement by BTSS attributable to such claim. <br /> s. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its <br /> responsibilities hereunder to one or more subcontractors, but this shall not relieve <br /> BTSS of its responsibilities under this agreement. <br /> 9. CANCELLATION: If City cancels this agreement without allowing a reasonable time <br /> for delivery, the BTSS may: (1) Retain City's deposit; and, (2) Use any other remedy <br /> available to BTSS under Ohio law to mediate damages. <br /> io. RETURNS: All software sales are final. There is a minimum 15% restocking charge for <br /> all other returned items. Product will not be accepted in return without first <br /> obtaining consent from the BTSS in writing. All returns must be complete and in <br /> original package, complete with all packing materials. <br /> ii. SALES, USE, EXCISE, VAT TAXES: BTSS is obligated to collect sales, use, excise, or VAT <br /> tax from ALL Clients in States and/or Countries where BTSS is a tax withholding <br /> agent. For States and/or Countries where BTSS is not a tax withholding agent, you <br /> are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority <br /> Blue Technologies Smart Solutions LLC,Confidential <br /> City Council 22 — 11 7N67T24 <br />