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REV: 06-24-22 RL
<br />6.Limitation of Liability
<br />6.1.EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
<br />GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
<br />DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
<br />LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
<br />GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR
<br />INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS,
<br />SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR
<br />INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E)
<br />FOR ANY MATTER BEYOND GRANICUS’ REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED
<br />OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
<br />6.2.LIMITATION OF LIABILITY. EXCEPT FOR CLIENT’S BREACH OF SECTION 2, IN NO INSTANCE SHALL
<br />EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT
<br />(WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE
<br />GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE
<br />DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT
<br />DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES,
<br />INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES,
<br />HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR
<br />IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION
<br />HAS ARISEN.
<br />7.General
<br />7.1.Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each
<br />other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership,
<br />agency, or employee/employer relationship between the Parties for any purpose, including, but not
<br />limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all
<br />taxes and insurance for its employees and business operations.
<br />7.2.Headings. The various section headings of this Agreement are inserted only for convenience of
<br />reference and are not intended, nor shall they be construed to modify, define, limit, or expand the
<br />intent of the Parties.
<br />7.3.Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law
<br />that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In
<br />the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such
<br />provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by
<br />applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
<br />7.4.Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its
<br />rights or obligations hereunder, either voluntarily or by operation of law, without the prior written
<br />consent of the other Party (such consent not to be unreasonably withheld); provided, however, that
<br />either Party may assign this Agreement without the other Party’s consent in the event of any
<br />successor or assign that has acquired all, or substantially all, of the assigning Party’s business by
<br />means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted
<br />assignment in violation of this Agreement shall be null and void.
<br />7.5.Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder shall
<br />be excused when such delay in performance is due to any cause or event of any nature whatsoever
<br />beyond the reasonable control of such Party, including, without limitation, any act of God; any fire,
<br />flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any
<br />act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof
<br />must be given by such Party to the other Party within twenty (20) days after occurrence of such cause
<br />or event.
<br />7.6.Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws
<br />of the state in which the Client is located, without reference to the State’s principles of conflicts of
<br />ATTY/AGR.2022.156/Granicus (Online agenda and meeting hosting and indexing) (Page 24 of 32)
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