THE 1-Hour Q&A Session ("SERVICE") AND ALL MATERIALS, INFORMATION, STATEMENTS OR OTHER INFORMATION RELATED TO THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TREASOLUTION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TREASOLUTION SHALL NOT BE LIABLE TO CLIENT FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT. IN NO EVENT WILL TREASOLUTION’S TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE RELATING TO OR ARISING OUT OF THE SERVICES OR THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY SERVICE PURCHASER ("CLIENT") TO TRESOLUTION IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.
The Company shall retain the responsibility to verify and validate the Services completed by TreaSolution and to implement or not implement them as it sees fit. Client agrees to defend, indemnify, and hold TreaSolution, its officers, employees, agents, subcontractors and invitees harmless from and against all claims, liabilities, causes of action, judgments, damages, costs and expenses, including but not limited to reasonable attorneys' fees, each and all of them may sustain by reason of damage or injury caused by Client, its officers, agents and/or employees either by wrongful or negligent act or omission. If a claim or demand is made against TreaSolution by a third party as to which TreaSolution is or reasonably expects to be entitled to indemnification pursuant to this Agreement, TreaSolution shall provide written notice to Client, promptly any event within thirty (30) days) after receipt by TreaSolution of written notice of the claim, which notice shall include reasonable detail and, at a minimum, a copy of the claim and a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by TreaSolution. Thereafter, TreaSolution shall deliver to Client, promptly (and in any event within ten (10) days) after TreaSolution’s receipt thereof, copies of all notices and documents (including court papers) received by TreaSolution relating to the claim.
Confidentiality. Client acknowledges that, in connection with this Agreement, TreaSolution will disclose certain Confidential Information such as training materials, concepts and other general business of TreaSolution and its business operations. “Confidential Information” means any non-public information concerning TreaSolution’s business operations that is labeled confidential our could reasonably be considered confidential at the time of disclosure. Client agrees to (a) not to disclose Confidential Information to any party other than its employees, assistants and representatives (collectively, “Representatives”) who have a need to know such Confidential Information to utilize the Services and (b) to use the Confidential Information exclusively in connection with the Services.
Non-Reliance. In performing the Services under this Agreement, TreaSolution relied upon information and representations provided by or on behalf of Client and therefore may not have identified irregularities or errors, if they occurred. Moreover, such Services, and any information or reports prepared by TreaSolution in connection with them, were provided solely for Client and were not planned or conducted in contemplation that such information would be shared with third parties for any particular purpose. As such, Client agrees not to share any reports or materials prepared by TreaSolution with any third parties without TreaSolution’s prior written consent, which consent may be withheld subject to such party entering into a non-reliance letter with TreaSolution. Client agrees to indemnify and hold harmless TreaSolution from any claim by any third party that obtains access to any reports or information resulting directly or indirectly from the Services.
