Agmt15 eCivis Master Subscription and Servie Agmt

Browse Search

I�lY�4. ... .. Page 5 of 7 6.5.Suggestions.We shall have a royalty-free,worldwide,irrevocable,perpetual license to use and incorporate into the Services any suggestions, enhancement requests,recommendations or other feedback provided by You,inGuding Users,relating to the operation of the Services. 7.CONFIDENTIALITY 7.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disGosed by a party ("Disclosing Party")to the other party("Receiving Party"),whether orally or in writing,that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disdosure.Confidential Information is subject to open records requirements defined by state statute, unless explicitly exempt under state statute.Your Confidential Information shall include Your Data; Our Confidential Information shall inGude the Services; and Confidential Information of each party shall inGude the terms and conditions of this Agreement, as well as business and marketing plans,technology and technical information, product plans and designs,and business processes disGosed by such party.However,Confidential Information(other than Your Data)shall not inGude any information that(i)is or becomes generally known to the public without breach of any obligation owed to the DisGosing Party,(ii)was known to the Receiving Party prior to its disGosure by the DisGosing Party without breach of any obligation owed to the DisGosing Party, (iii)is received from a third party without breach of any obligation owed to the DisGosing Party,or(iv)was independently developed by the Receiving Party. 7.2.Protection of Confidential Information.The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind(but in no event less than reasonable care)(i)not to use any Confidential Information of the DisGosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the DisGosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.Neither party shall disclose the terms of this Agreement other than its Affiliates and their legal counsel and accountants without the other party's prior written consent. 7.3. Compelled Disclosure. The Receiving Party may disGose Confidential Information of the DisGosing Party if it is compelled by law to do so, provided the Receiving Party gives the DisGosing Party prior notice of such compelled disclosure(to the extent legally permitted)and reasonable assistance, at the DisGosing Party's cost, if the Disclosing Party wishes to contest the disGosure. If the Receiving Party is compelled by law to disclose the Disdosing Party's Confidential Information as part of a civil proceeding to which the DisGosing Party is a party,and the Disclosing Party is not contesting the disdosure,the DisGosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 8.WARRANTIES AND DISCLAIMERS 8.1. Our Warranties. We warrant that(i)We have validly entered into this Agreement and have the legal power to do so, (ii)the Services shall perform materially in accordance with this Agreement,(iii)We will not transmit Malicious Code to You,provided it is not a breach of this subpart(iv)if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code.For any breach of a warranty above,Your exGusive remedy shall be as provided in Section 10.3(Termination for Cause)below. 8.2.Your Warranties.You warrant that You have validly entered into this Agreement and have the legal power to do so. 8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHERWISE,AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9.LIMITATION OF LIABILITY 9.1.Limitation of Liability.NEITHER PARTI^S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITI�WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT,PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5(FEES AND PAYMENT FOR PURCHASED SERVICES). 9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. REV:09-02-15 MLG ATTY/AGR/2015.213/ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT 9568 150819172444