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without charge. If Superion complies with this provision, it shall face no 4.15. Disclaimer. Except as may be provided in Section 4.10 further liability with respect to any defect in any Third-Party Software. above, Customer agrees and understands that SUPERION MAKES NO Unless as otherwise provided in a specific Supplement to the Order, or WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD as provided in the licensor's terms and conditions, Superion shall provide TO THE THIRD PARTY PRODUCTS. ALL WARRANTIES (IF ANY) ARE Level 1. support of the Third-Party Software. For purposes herein, Level 1 PROVIDED TO CUSTOMER BY THE LICENSORS, MANUFACTURERS OR PROVIDERS OF SUCH THIRD-PARTY PRODUCTS. SUPERION PUBLIC Support shall mean: SECTOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF 1) Taking the first support call from Customer and qualifying the MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. call priority, or if an existing case, obtaining case information; EXCEPT FOR ITS OBLIGATION TO REMIT PAYMENT RECEIVED FROM CUSTOMER TO THE THIRD PARTY PURSUANT TO THIS AGREEMENT, 2) Gathering information about the case, defining and describing SUPERION WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION the problem, and determining if the Third Party Software is the cause of WITH THE THIRD-PARTY PRODUCTS. the problem. Analyze problem symptoms, attempt to find root cause if appropriate and document result of such attempts. Determining if the 4.15 Other Limitations. The warranties made by Superion in problem is a known Third-Party Software problem by accessing third this Agreement, and the obligations of Superion under this party online support resources; and Agreement, run only to Customer and not to its Affiliates, its customers or any other Persons. Under no circumstances shall any 3) If it is determined to be a Third-Party Software ' problem, Affiliate or customer of Customer or any other Person be considered contacting the Third-Party Software technical support. For new cases, a third-party beneficiary of this Agreement or otherwise entitled to opening a case and selecting a priority. For existing cases pre siding the any rights or remedies under this Agreement (including any right to case number and information gathered to the Third-Party Software be consulted in connection with any variation or rescission of the support engineer. Agreement agreed between Superion and Customer), even if such 4.11. Third-Party Hardware and Third-Party Services. Customer is Affiliates, customers or other Persons are provided access to the hereby advised that the third party, and not Superion, assumes all Solution or data maintained in the Solution via the Internet or other responsibility for and liability in connection with the Third-Party networked environment. Except to the extent specified in an Order, Hardware and Third-Party Services, and is solely responsible for Superion shall not be deemed Customer's official record keeper for delivering the Third-Party Hardware and Third-Party Services to regulatory or other purposes and shall have no obligation to retain Customer. Superion Public Sector is not authorized to make any any records or data on Customer's behalf after termination or representations or warranties that are binding upon the third party or to expiration of this Agreement. engage in any other acts that are binding upon the third party, excepting 5. Confidentiality, Security, Ownership and Use Restrictions. specifically that Superion is authorized to represent the fees for the Third-Party Hardware or Third-Party Services as the same is provided 5.1. Confidentiality. The party receiving Col -fidential for in the Order and to accept payment of such amounts from Customer Information ("Receiving Party") of the other ("Disclosin;; Party") on behalf of the third party. shall not, and shall cause its Authorized Recipients no to, un'n Confidential Information for any purpose except as nec_ssary c.f.; 4.12. Open Source Software Corr ponenis. The Solution may be implement, perform or enforcethis Agreement. Receiving Party will provided with or include Open Source Software, including that Open use the same reasonable efforts to: (a) protect the Confidential Source Software identified in the Documen .ation or on the support Information of Disclosing Party as it uses to protec': its ovm services website for the Solution. The Open Source Software is licensed proprietary information and data. Prior to disclosing the under the terms of the open source license that accompanies or is made Confidential Information to its Authorized Recipients, Receiving available with such Open Source Software, including via a website Party shall inform them of the confidential nature of the designated by Superion. Nothing in this Agreement limits Customer's Confidential Information and require them to abide by the terms of rights under, or grants Customer rights that supersede, the terms and this Agreement. Receiving Party will promptly notify Disclosing conditions of any applicable license for such Open Source Software. Party if Receiving Party discovers any improper use or disclosure Superion shall be responsible for fixing Errors caused by the Open Source of Confidential Information and will promptly commence all Software to the same extent as Superion's ongoing support obligations reasonable efforts to investigate and correct the causes of such as set forth in Section 8.3 of this Agreement. improper use or disclosure. If Receiving Party believes the 4.13. Open Negotiation. Customer and Superion have freely and Confidential Information must be disclosed under applicable law, openly negotiated this Agreement, including the pricing, with the Receiving Party may do so provided that, to the extent permitted knowledge that the liability of the parties is to be limited in accordance by law,the other party is given a reasonable opportunity to contest with the provisions of this Agreement. such disclosure or obtain a protective order. 4.14. Title and Risk of Loss. In no event will Superion be deemed to The previous paragraph notwithstanding, Superion acknowledges have taken tit e or any similar right or interest in or of any Third-Party that the Customer is a public agency that is subject to the Brown Act Software or 'hird-Party Hardware in the chain of distribution to (Gov. Code Section 54950 et !.�q.) and that this Agreement or Customer, and title, risk of loss, and/or such similar right or interest in or portions thereof may be subject to public disclosure without notice to the Third-Party Software or Third-Party Hardware will be deemed to to Superion. Further, Superion acknowledges that the Customer is vest in Customer either at the point of delivery to carrier for shipment or subject to documents requests pursuant to the California Public as otherwise provided for in the licensor's terms and conditions. Records Act and Freedom of Information Act ("Acts"). Customer shall notify Superion within five (5) business days of receiving a request ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT — EXHIBITS 1 THRU 6 REV: 09-27-17 PR Page 9 of 20