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6.F. - Page 159 of 180
<br />10. LIMITATION OF LIABILITY
<br />10.1. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
<br />SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER
<br />THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION. THE FOREGOING EXCULPATION OF
<br />LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 8 OF THIS
<br />AGREEMENT.
<br />10.2. IN NO EVENT SHALLTHE AGGREGATE LIABILITY OF EITHER CUSTOMER, CORE, ORANYOF THEIR AFFILIATES UNDER
<br />THIS AGREEMENT, WITH RESPECTTO ANY CLAIM, DEMAND, OR ACTION ARISING OUT OF THIS AGREEMENT OR
<br />AN ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (1) THE TOTAL AMOUNTS
<br />ACTUALLY PAID UNDER YOUR ORDER FORTHE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12)
<br />MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; (11) THE POLICY LIMITS OF ANY
<br />INSURANCE COVERAGE THAT IS APPLICABLETO THE CLAIM
<br />10.3. IN NO EVENTSHALLTHE AGGREGATE LIABILITY OF COREAND OUR AFFILIATES ARISING OUT OF OR RELATEDTO
<br />THIS AGREEMENT ORAN ORDER FOR MISAPPROPRIATION, LOSS, OR DAMAGE OF THE CUSTOMER'S DATA CAUSED
<br />SOLELY BY CORE'S OR ITS AFFILIATES' BREACH OF THEIR SECURITY PRACTICES EXCEED THE GREATER OF (1) THE
<br />TOTAL AMOUNTSACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES GIVING RISETO THE LIABILITY DURING
<br />THE TWELVE (12) MONTHS IMMEDIATELY PRECEDINGTHE EVENTGIVING RISETO SUCH LIABILITY; (II) THE POLICY
<br />LIMITS OF ANY INSURANCE COVERAGETHAT ISAPPLICABLETO THE CLAIM
<br />11. CONFIDENTIALITY
<br />11.1. CORE shall maintain the confidentiality of data submitted by Customer to CORE. CORE shall not use or disclose
<br />Customer's data for any purpose other than (a) the purposes of this Agreement, (b) to conduct CORE's business
<br />functions necessaryforthe operation and maintenance of the COREASP Service, and (c) as required by law, rule,
<br />or regulation, provided that, prior to making any such required disclosure CORE shall give Customer such notice
<br />as may be reasonably possible under the circumstances in order to enable Customer to oppose such disclosure.
<br />CORE shall not, however, be required to keep confidential any data or information that is or becomes publicly
<br />available, is already rightfully in CORE's possession, is independently developed by CORE outside the scope of this
<br />Agreement, oris rightfully obtained from third parties. Notwithstandingthe foregoing, CORE shall not discloseto
<br />third parties individually identifiable demographic and financial data submitted to the CORE ASP Service, except
<br />to employees and contractors assisting CORE with the performance of this Agreement oras required by law.
<br />11.2. The Licensed Program, Services and Documentation are all owned by CORE and protected by copyrightand trade
<br />secret laws. Customerwill take all reasonable steps necessaryto protect CORE's proprietary rights in the Licensed
<br />Program, Services and Documentation, including, but not limited to, the properdisplay of copyright, trademark,
<br />trade secret and other proprietary notices on any copies of the Documentation. Customerwill, at its own cost and
<br />expense, protect and defend CORE's ownership of the Licensed Program, Services and Documentation against all
<br />claims, liens and legal processes of Customer's creditors and will keep the Licensed Program, Services and
<br />Documentation free and clear of all such claims, liens and processes. Customer will hold the Licensed Program,
<br />Services and Documentation in strictest confidence and will not disclose orpublish it, orany part of it, to others,
<br />except as specifically provided herein. Customer will exercise at least the same degree of care in protectingthe
<br />Licensed Program, Services and Documentation as it would exercise to safeguard the confidentiality of its own
<br />computer software. Notwithstanding the foregoing, CORE acknowledges that Customer is subject to the
<br />disclosure requirements of the California Public RecordsAct and the Brown Act, provided, however, that Customer
<br />will apply exceptions to such laws to the extent legally permissibleto protectthe proprietary information of CORE.
<br />Customerwill notify CORE of any such request of disclosure priorto releasing CORE's confidential and proprietary
<br />Licensed Program, Services and Documentation.
<br />11.3. Notwithstanding any other provision of this Agreement, Customer and/orCustomer Users, as appropriate, retain
<br />EXHIBIT H CORE BTiPAYMENT AGREEMENT H - 5
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 151 of 172 266
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