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Page 34 of 36 June 16, 2022 Project B26030-000 185.683.001 Redwood City Public Library Downtown Branch “Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal.” 5. TERMS AND TERMINATION (a) This Agreement will be effective as of the date you accept this Agreement, thereby expressly agreeing to the terms and conditions set forth herein and will remain effective until terminated by either party as set forth below. (b) You may terminate this Agreement at any time provided you cease all use of the LYNGSOE Software AND destroy or remove from all hard drives, networks, and other storage media all copies of the LYNGSOE Software in your possession. LYNGSOE may terminate this Agreement if you do not comply with the terms and conditions of this agreement by providing notice to you and/or preventing your access to the LYNGSOE Software. (c) Upon termination of this Agreement for any reason (i) all licenses and rights to use the LYNGSOE Software shall terminate and you must remove the LYNGSOE Software from your computer equipment and dispose of all originals and copies of the LYNGSOE Software in your possession, and (ii) Sections 2, 4, 5(b), and 6 through 11 shall survive such termination. 6. YOUR REPRESENTATIONS AND WARRANTIES (a) You represent and warrant that (i) you possess the legal right and ability to enter into this Agreement a nd to comply with its terms, (ii) you will use the LYNGSOE Software for lawful purposes only and in accordance with this Agreement and all applicable laws, regulat ions and policies, (iii) you will not attempt to decompile, reverse engineer or hack the LYNGSOE Software to defeat or overcome any encryption and/or other technical protection methods implemented by LYNGSOE with respect to the LYNGSOE Software and/or data transmitted, processed or stored by LYNGSOE or other users of the LYNGSOE Software, (iv) you will not take any steps to interfere with or in any manner compromise any of LYNGSOE security measures, any other individual's or entity's computer on the Network and/or otherwise sharing Service s, (v) you will always provide and maintain true, accurate, current and complete information as requested by LYNGSOE, and (vi) you will only use the LYNGSOE Software on computer equipment on which such use is authorized by the computer's owner. (b) You agree that you will not use any automatic or manual device or process to interfere or attempt to interfere with the proper working of the LYNGSOE Software, except to remove the LYNGSOE Software from computer equipment of which you are an owner or authorized user in a manner permitted by this Agreement. You may not violate or attempt to violate the security of the LYNGSOE Software. LYNGSOE reserves the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. (c) If LYNGSOE has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached , LYNGSOE may terminate this license, deny any or all use of the LYNGSOE Software, and pursue any appropr iate legal remedies. 7. INDEMNITY You agree to indemnify, hold harmless and defend LYNGSOE and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by LYNGSOE arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, or (b) use or misuse of the LYNGSOE Software. 8. DISCLAIMER OF WARRANTIES (a) THE LYNGSOE SOFTWARE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY LYNGSOE, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE LYNGSOE SOFTWARE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. LYNGSOE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE LYNGSOE SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES LYNGSOE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. (b) YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE LYNGSOE SOFTWARE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW. (c) As some jurisdictions do not allow some of the exclusions set forth in this Section 8, some of these exclusions may not apply to you. 9. LIMITATION OF LIABILITY (a) IN NO EVENT SHALL LYNGSOE, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR NETWORK SERVICE PROVIDERS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LYNGSOE SOFTWARE, EVEN IF LYNGSOE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Support for the LYNGSOE Software is not always provided directly by LYNGSOE. Please refer to Manufacturer’s or Reseller’s documentation to understand your rights, if any, to technical or product support to the LYNGSOE Software. (c) As some jurisdictions do not allow some of the exclusions set forth in this Section 9, some of these exclusions may not apply to you.