10. Indemnification and Insurance.
a. To the extent authorized by law, Participant shall indemnify, save and hold harmless DAF, its officers, directors, agents, volunteers and employees (“Indemnified Parties”) against any and all claims, damages, liability and court awards, including costs, expenses and attorney fees, as incurred as a result of any action or omission of the State or its employees, agents, subcontractors, or assignees arising out of, resulting from, or relating to this License and the access granted hereunder (“Claims”).
b. Promptly after an Indemnified Party becomes aware of a Claim to be indemnified hereunder, the Indemnified Party will give Participant notice of such Claim specifying with reasonable particularity the basis for such indemnification; provided, however, that the failure to timely notify shall relieve Participant from the obligation to indemnify against such Claim only to the extent the Participant is prejudiced thereby. In any case, if any action or proceeding giving rise to a Claim shall be brought, the Indemnified Party shall promptly notify the Participant of the commencement thereof, and the Indemnified Party and Participant shall cooperate in the defense or prosecution thereof. This indemnification of the Indemnified Parties shall be in addition to any other legal remedies available to the Indemnified Parties.
c. Notwithstanding anything herein to the contrary, the State of Colorado as Participant is subject to the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as now or hereafter amended (“Immunity Act”), and no term or condition shall be deemed a waiver of any provision of the Immunity Act or of the risk management self-insurance statutes at 24-30-1501, et seq., C.R.S., as now or hereafter amended (“Risk Management Act”). The parties understand and agree that the liability of the State of Colorado, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of the Immunity Act and the Risk Management Act. This License shall be controlled, limited, and otherwise modified so as to comply with any required limit of liability of the State under the above cited laws. In no event will the State be liable for any special, indirect, or consequential damages, even if the State has been advised of the possibility thereof. The indemnification obligation shall survive the expiration or termination of this License.
d. At all times during the term of this License, including any renewals or extensions, Participant shall maintain such insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Immunity Act. This obligation shall survive the termination of this License.
11. No Third Party Beneficiaries. The parties agree that enforcement of the terms of this License, and all rights of action relating to such enforcement, shall be strictly reserved to DAF and Participant, and, with respect to Section 10 above, also the Indemnified Parties, and nothing contained in this License shall give or allow any claim or right of action by any other or third person under this License. The parties agree that any person other than Participant and DAF, and, with respect to Section 10 above, the Indemnified Parties, receiving services or benefits under this License shall be deemed to be an incidental beneficiary only.
12. Survival of Certain License Provisions. The parties agree that all terms of this License, which by reasonable implication, contemplate continued performance or compliance beyond the expiration or termination of this License, shall survive such expiration or termination.
13. Paragraph Headings. The headings in this License are for convenience of reference only, and shall not be construed so as to define or limit the terms and provisions hereof.
14. Severability. If any provision of this License is held by a court of competent jurisdiction to be invalid under any law of the State of Colorado, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this License did not contain the particular provision held to be invalid.
15. Legal Authority. Participant represents and warrants that it possesses the legal authority to enter into this License. The person or persons executing this License on behalf of Participant represents and warrants that he/she or they have been fully authorized by Participant to execute this License on its behalf and to legally bind the Participant to all the terms of this License.
IN WITNESS WHEREOF, Participant and DAF have executed this License, through their lawfully empowered representatives, as of the date first above written.
BY CLICKING THROUGH THE FOLLOWING ELECTRONIC SIGNING PROCESS, PARTICIPANT AGREES (1) THIS TRANSACTION IS BEING CONDUCTED BY ELECTRONIC MEANS AND AGREES TO ALL THE TERMS OF THE LICENSE; (2) THAT PARTICIPANT HAS THEREBY SIGNED THE LICENSE; AND (3) THAT THE RESULT IS AN ENFORCEABLE LEGAL CONTRACT JUST AS IF PARTICIPANT HAD SIGNED THE LICENSE ON PAPER.
