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REV: 02-25-26 LF <br />9.2 Termination. Either Party may terminate these Terms, effective on written notice <br />to the other Party, if the other Party materially breaches these Terms, and such breach <br />remains uncured thirty (30) days after the non-breaching Party provides the breaching Party <br />with written notice of such breach. <br />9.3 Survival. This Section 9.3 and Sections 3(b), 3(c), 3(e), 6, 8, 9.4, 10, 11 and 12 <br />survive any termination or expiration of these Terms. <br />9.4 Effect of Termination. Upon expiration or termination of these Terms the rights <br />granted pursuant to Section 3(a) will terminate, and Customer will promptly cease all use <br />of the Services, provided that the right of Customer to request return of all Customer <br />Materials as set forth in the Agreement. No expiration or termination will affect <br />Customer’s obligation to pay all Fees that may have become due or otherwise accrued <br />through the effective date of expiration or termination, or entitle Customer to any refund. <br />10.LIMITATION OF LIABILITY. <br />10.1 Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR <br />MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S <br />INTELLECTUAL PROPERTY RIGHTS OR ANY INFRINGEMENT INDEMNITY <br />PROVIDED IN THIS AGREEMENT, (II) FRAUD OR WILLFUL MISCONDUCT BY <br />EITHER PARTY, (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, OR <br />(IV) ANY THIRD PARTY CLAIMS FOR PERSONAL INJURY OR PROPERTY <br />DAMAGE ARISING FROM THE NEGLIGENT OR INTENTIONAL ACTS OF <br />PROVIDER PERSONNEL WHILE ON-SITE AT CITY FACILITIES, NEITHER <br />PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, <br />INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL <br />DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR <br />BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE <br />SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. <br />11.RESERVED. <br />12.GENERAL. <br />12.1 Export Regulation. Customer will comply with all applicable export, sanctions and <br />foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that <br />the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade <br />Laws; or (ii) used for any purposes prohibited by the Trade Laws. <br />12.2 U.S. Government End Users. The Services were developed solely at private <br />expense and are “commercial products”, “commercial items”, or “commercial computer <br />software” as defined in the Federal Acquisition Regulation 2.101 and other relevant <br />government procurement regulations including agency supplements. Any use, duplication, <br />or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions <br />as set forth in these Terms as consistent with federal law and regulations. If these terms fail <br />ATTY/AGR.2026.050/ICHI Plan, Inc. (AI enabled Software Solution) (Page 23 of 31)