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6. LIMITATIONS OF LIABILITY
<br />6.1 EXCEPT AS PROVIDED IN SECTION 6.3 BELOW, AND EXCEPT TO THE EXTENT PROHIBITED BY
<br />APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (INCLUDING IN THE CASE OF HYLAND, ITS
<br />SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
<br />DAMAGES, OR ANY TYPE OF CLAIM FOR LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES
<br />OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE, WORK PRODUCTS, OR SERVICES, OR LOSSES
<br />RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF FILES, DATA OR PROGRAMS OR
<br />THE COST OF RECOVERING SUCH INFORMATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES, LOSSES, EXPENSES OR COSTS.
<br />6.2 EXCEPT AS PROVIDED IN SECTION 6.3 BELOW, EXCEPT AS EXPRESSLY SET FORTH IN A SCHEDULE
<br />MADE A PART OF THIS AGREEMENT, AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW,
<br />HYLAND AND ITS SUPPLIERS' MAXIMUM LIABILITY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED:
<br />THE AMOUNT OF FEES AND CHARGES ACTUALLY PAID BY CUSTOMER TO HYLAND AS DESCRIBED IN THIS
<br />AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF
<br />THE EVENT GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANY OF THE FOREGOING, IN NO EVENT
<br />SHALL MICROSOFT, AS A SUPPLIER TO HYLAND OF THIRD PARTY SOFTWARE BUNDLED WITH THE
<br />SOFTWARE LICENSED UNDER THIS AGREEMENT, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF FIVE
<br />DOLLARS ($5.00).
<br />6.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY AND EXCEPT AS EXPRESSLY SET FORTH IN A
<br />SCHEDULE MADE A PART OF THIS AGREEMENT, THE LIMITATIONS OF SECTIONS 6.1 AND 6.2 ABOVE, AS
<br />APPLICABLE, SHALL NOT APPLY WITH RESPECT TO: (1) ANY CLAIMS, LOSSES OR DAMAGES THAT ARE
<br />SUBJECT TO THE RESPONSIBLE PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT,
<br />INCLUDING ANY RELATED OBLIGATIONS TO DEFEND AND HOLD HARMLESS THE NON -RESPONSIBLE PARTY;
<br />(2) ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF THE RESPONSIBLE PARTY'S BREACH OF SECTION 3
<br />(CONFIDENTIAL INFORMATION); OR (3) ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF CUSTOMER'S
<br />CONTRACTOR'S BREACH OF SECTION 4.2 OF THESE GENERAL TERMS AND CONDITIONS.
<br />7. FORCE MAJEURE. No failure, delay or default in performance of any obligation of a party to this Agreement
<br />(except the payment of money) shall constitute a default or breach to the extent that such failure to perform, delay or default
<br />arises out of a cause, existing or future, beyond the control (including, but not limited to: action or inaction of govemmental, civil
<br />or military authority; fire; strike, lockout or other labor dispute; flood; war; riot; theft; earthquake; natural disaster or acts of God;
<br />national emergencies; unavailability of materials or utilities; sabotage;; or the act, negligence or default of the other party) and
<br />without negligence or willful misconduct of the party otherwise chargeable with failure, delay or default. Either party desiring to
<br />rely upon any of the foregoing as an excuse for failure, default or delay in performance shall, when the cause arises, give to the
<br />other party prompt notice in writing of the facts which constitute such cause; and, when the cause ceases to exist, give prompt
<br />notice of that fact to the other party. This Section 7 shall in no way limit the right of either party to make any claim against third
<br />parties for any damages suffered due to said causes. If any performance date by a party under this Agreement is postponed or
<br />extended pursuant to this Section 7 for longer than ninety (90) calendar days, the other party, by written notice given during the
<br />postponement or extension, and at least forty-five (45) days prior to the effective date of termination, may terminate this
<br />Agreement.
<br />8. GENERAL PROVISIONS.
<br />8.1 Goveming Law. This Agreement and any claim, action, suit, proceeding or dispute arising out of this Agreement shall
<br />in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of California (and not the
<br />Uniform Computer Information Transactions Act) , without regard to the conflicts of laws provisions thereof.
<br />8.2 Interpretation. The headings used in this Agreement are for reference and convenience purposes only and shall not in
<br />any way limit or affect the meaning or interpretation of any of the terms hereof. All defined terms in this Agreement shall be
<br />deemed to refer to the masculine, feminine, neuter, singular or plural, in each instance as the context or particular facts may
<br />require. Use of the terms "hereunder," "herein," "hereby" and similar terms refer to this Agreement.
<br />8.3 Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or
<br />remedy on any other occasion.
<br />8.4 Integration. This Agreement, including any and all exhibits and schedules referred to herein and any Service Proposal,
<br />set forth the entire agreement and understanding between the parties pertaining to the subject matter and merges all prior
<br />agreements, negotiations and discussions between them on the same subject matter. Unless expressly stated otherwise, in case of
<br />REV: 01-09-18 JS
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<br />ATTY/AGR.2018.001/Hyland Onbase ACMS
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