15 - Agreement with SpearTip's Shadow Spear Platform

Home Browse Search

MSA 2021 15.1 Dispute Resolution. The parties agree to mediate all disputes arising under the Agreement until either the designated representatives conducting the mediation conclude that resolution through continued negotiation does not appear likely or thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim or equitable relief. Such mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party, with authority to bind the party, and the parties agree to exchange all non -privileged information with respect to the dispute that the parties believe to be appropriate and germane. 15.2 Governing Law. The Agreement will be governed by the laws of the State of Missouri, without regard to conflict of laws principles. In the event the parties are unable to mediate their dispute to a satisfactory resolution, the parties agree to the exclusive personal and subject matter jurisdiction and venue of the courts located in St. Louis County, Missouri or the United States District Court for the Eastern District of Missouri for any claim or action under the Agreement. 15.3 Export Control. Both SpearTip and Client agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to the Agreement is exported or re-exported directly or indirectly in violation of law. 15.4 Limitation of Actions. No proceeding, regardless of form, arising out of or related to the Agreement may be brought by either party more than two years after the accrual of the cause of action, except that proceedings related to violation of a party's proprietary rights or any duty to protect Confidential Information may be brought at any time within the applicable statute of limitations, and proceedings for non-payment may be brought up to four years after the date the last payment was due. 15.5 Attorneys' Fees. In the event of any litigation between the parties with respect to this Agreement, the prevailing party (the party entitled to recover costs of suit, at such time as all appeal rights have expired or the time for taking such appeals has expired) will be entitled to recover reasonable attorneys' fees, including fees incurred at the appellate level, in addition to such other relief as a court of competent jurisdiction may award. 16. LIMITATION OF LIABILITY AND REMEDIES 16.1 Limitations. IF CLIENT SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM SPEARTIP (INCLUDING WITHOUT LIMITATION, FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT CLAIM), SPEARTIP WILL BE LIABLE ONLY FOR THE AMOUNT OF CLIENT'S ACTUAL DIRECT DAMAGES UP TO THE LESSER OF AMOUNT THAT CLIENT PAID SPEARTIP FOR THE ITEMS OR SERVICES THAT ARE THE SUBJECT OF THE CLAIM OR THE AMOUNT OF THE FEES PAID TO SPEARTIP DURING THE SIX (6) MONTHS PRECEEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS ALSO APPLY TO SPEARTIP'S SUBCONTRACTORS. 16.2 No Liability for Certain Damages. IN NO EVENT WILL EITHER PARTY OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THE AGREEMENT BE LIABLE FOR: (1) ANY DAMAGES CAUSED BY THE FAILURE OF THE OTHER PARTY OR THE OTHER PARTY'S