AgdaPkt 2019-04-08 Joint SA PFA - Laserfiche WebLink

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6.A. - Page 10 of 22 7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability), Section 10 (Indemnification), and Section 12 (Miscellaneous). 8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER 8.1 By OpenGov. (a) General Warrantv. OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related statement of work and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer's exclusive remedy and OpenGov's entire liability will be the re -performance of the applicable services. if OpenGov is unable to re- perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety (90) days of performance of such work in order to receive such warranty remedies. (b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90) days, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error -free. Any claim submitted under this Section 8.1(b) must be submitted in writing to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre -paid, unused portion of the Fee for such Software Services. 8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) OpenGov's use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party. 8.3 Disclaimer. OpenGov does not warrant that the Software Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the software services. Except as set forth in this section 8, the software services are provided "as is" and OpenGov disclaims all other warranties, express or implied, including, but not limited to, implied warranties of merchantability, title, fitness for a particular purpose, and non -infringement. . 9. LIMITATION OF LIABILITY 9.1 By Type. Neither party, nor its suppliers, officers, affiliates, representatives, contractors or employees, shall be responsible or liable with respect to any subject matter of this agreement under any contract, negligence, strict liability, or other theory: (a) for error or interruption of use or for loss or inaccuracy of data or cost of procurement of substitute goods or services or loss of business; (b) for any indirect, exemplary, punitive, incidental, special, or consequential damages; or (c) for any matter beyond such party's reasonable control, even if such party has been advised of the possibility of such loss or damage. 9.2 By Amount. In no event shall either party's aggregate, cumulative liability for any claims arising out of or in any way related to this agreement exceed the fees paid by customer to OpenGov (or, in the case of Customer, payable) for the Software Services under this Agreement in the 12 months prior to the act that gave rise to the liability. 9.3 Limitation of Liability_ Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claim arising out of fraud or willful misconduct by either party and (c) either party's unauthorized use, distribution, or disclosure of the other party's intellectual property. 9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer. REV: 03-25-19 PR Page 5 of 17 ATTYIAGR.2019.068IOpenGov Software Suite 17