General Provisions.
Each party hereby represents and warrants to the other that it has requisite authority to enter into this Agreement, and to carry out all obligations. Client assumes full responsibility for all decisions made, whether or not Client relied in whole or in part on Provider’s recommendations. Except as expressly provided in this Agreement, Provider makes no guarantees or warranties, express or implied. In no event will Provider be liable to the Client for consequential or special damages. Notwithstanding any damages that the Client may incur, the Provider’s entire liability under this agreement, and the Client’s exclusive remedy, will be limited to the amount paid by the Client to the Provider under this agreement for all Services rendered. If a dispute arises out of this Agreement that cannot be resolved by mutual consent, Client and Provider agree to attempt to mediate in good faith for up to 30 days after notice given. If the dispute is not resolved, and in the event of legal action, the prevailing party shall be entitled to recover attorney’s fees and court costs from the other party. This Agreement shall be governed by and construed in accordance with the Laws of the state of New York. In making and performing under this Agreement, the parties are acting and will act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, or partner of the other party for any purpose. Neither party shall have any authority to act for or to bind the other party in any respect. Any provision of this Agreement determined to be invalid or unenforceable by a competent tribunal shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this Agreement. A waiver by either party of a breach or violation of any provision of this Agreement shall not constitute or be construed as a waiver of any subsequent breach or violation of that provision, or as a waiver of any breach or violation of any other provision of this Agreement.
