Indemnification - Customer agrees to defend, indemnify, and hold Manning NavComp
and its affiliates harmless from claims or damages relating to (i) Customers breach
of this Agreement or the Customers statements made in this Agreement and (ii) the
use of the Devices or Services unless due to sole and/or gross negligence by Manning
NavComp or its affiliates. Customer agrees to pay reasonable attorney’s fees and
all applicable costs incurred by Manning NavComp in enforcing this Agreement. This
paragraph shall survive the termination of this Agreement.
Limitation of Action - Except for actions arising in connection with Indemnification
(above), neither Manning NavComp nor Customer may bring legal action with respect
to this Agreement more than one year after the legal action accrues.
Warranties - Manning NavComp makes no express warranties regarding the Services and
disclaims any and all implied warranties, including, without limitation, any warranties
of merchantability or fitness for a particular purpose. Manning NavComp does not
authorize anyone to make any warranties on its behalf and Customer should not rely
on any such statement.
Assignment - Manning NavComp may assign all or part of the rights or duties of Manning
NavComp under this Agreement without such assignment being considered a change to
the Agreement and may provide notice to Customer. As a result of any such assignment,
Manning NavComp shall be released from all liability with respect to such rights
or duties, or portions thereof. Customer may not assign this Agreement without prior
written consent of Manning NavComp, which shall not be reasonably withheld.
Governing Law -This Agreement is subject to applicable federal laws and the laws
of the State of Texas.
Entire Agreement - This is the entire Agreement between Manning NavComp and Customer
and super cedes any oral or written promises made to the Customer. This Agreement
may only be amended as described herein. If the terms of this Agreement conflict
with or are inconsistent with the terms of any purchase order or document provided
by the Customer, the terms of this Agreement shall control. If any part of this Agreement
is found unenforceable or invalid, the balance of this Agreement shall remain intact.
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