Agmt26 Axon Amendment No. 1 - Laserfiche WebLink

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First Amendment to the Purchase Agreement for Goods, Commodities, and Services Page 16 of 18 REV: 04-09-26 LR SUBJECT TO THE FOREGOING AND EXCEPT FOR CLAIMS FOR INDEMNITY PURSUANT TO SECTION 11.1,, EACH PARTY'S AGGREGATE, CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE OTHER PARTY'S USE OF OR INABILITY TO USE THE OFFERINGS, WHETHER IN CONTRACT, IN TORT, OR ARISING UNDER ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SKYDIO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT THAT GIVES RISE TO LIABILITY FOR ANY DAMAGES CLAIMED BY EITHER PARTY. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITS. CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED BY SKYDIO REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SKYDIO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE FOREGOING LIMITATIONS APPLY, EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit responsibilities to the maximum extent permissible in your jurisdiction. 12. Confidentiality 12.1 Confidential Information A party receiving Confidential Information ("Receiving Party") from the other party ("Disclosing Party") will: (a) protect the Disclosing Party's Confidential Information using the same degree of care, and in no event less that reasonable care, that it uses to protect its own Confidential Information, (b) use the Disclosing Party's Confidential Information only for purposes consistent with this agreement, and (c) limit access to Disclosing Party's Confidential Information to its employees, contractors, or agents who are involved in performing this agreement, have a "need to know," and have signed a non-disclosure agreement with terms no less restrictive than those herein. 12.2 Compelled Disclosure If the Receiving Party is compelled to disclose by law, order issued by a court of competent jurisdiction, regulatory agency, or other governmental body (each, an "Order") any Confidential Information, the Receiving Party will, if legally permissible, promptly give the Disclosing Party written notice of the Order and reasonable assistance to the Disclosing Party prior to disclosure to provide the Disclosing Party with the opportunity to interpose any and all objections it may have to disclosure of the information required by the Order and seek a protective order or other appropriate relief. 12.3 State Customers Skydio acknowledges and agrees that State Customers as defined in 13.4 below are subject to applicable state or local public information acts, and that governmental expenditures are generally considered public information and are subject to disclosure to the public. 13. Miscellaneous 13.1 Amendment of the Terms Skydio may amend these Terms effective by giving notice to Customer. Customer will have the right to terminate this Agreement if it does not agree to the revised Terms within ninety (90) days of written notice. Such amendments will not apply to any perpetual license granted prior to amendment. 13.2 Electronic Communications By using the Offerings, Customer explicitly consents (to the fullest extent permitted by applicable law) to receive all notices and information relating to use and operation of the Offerings via emails, push notifications, and other similar means, and Customer agrees that all agreements, notices, disclosures and other communications that Skydio provides to Customer electronically satisfy any legal requirement that such communications be in writing except as stated in 13.1 above. 13.3 Compliance with Laws The Offerings have been designed, marketed, and sold for use solely within the Authorized Territory. All safety warnings, information, instructions, packaging, in-box materials, Mobile Apps, and support services will only be provided in English, except where translation is required by applicable laws or regulations within the Authorized Territory. 13.4 Choice of Law and Venue If Customer is a non-governmental entity, this agreement will be interpreted under California state law without giving effect to any choice of law principles that would require the application of the laws of a different country or ATTY/AGR.2026/Amend. No.1/Axon Enterprise, Inc. (Axon Purchase Agreement Amendment) (Page 16 of 69)