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DocuSign Envelope ID: C3C91AB8-E9A 1-411 0-B7BA-D078AA97BCC6
<br />OPENGOV SOFTWARE SERVICES AGREEMENT
<br />8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER
<br />WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
<br />9. LIMITATION OF LIABILITY
<br />9.1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
<br />CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT
<br />MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
<br />THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST
<br />OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY
<br />INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR
<br />ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
<br />9.2 By Arnounl. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY
<br />CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY
<br />CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES
<br />UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
<br />9.3 Llmilalion o( Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply
<br />to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its
<br />obligations set forth in Section 5 (Confidentiality), (b) claim arising out of fraud or willful misconduct by either party
<br />and (c) either party's unauthorized use, distribution, or disclosure of the other party's intellectual property.
<br />9.4 No Limltallon or Uabilily by Law. Because some jurisdictions do not allow liability or damages to be limited to
<br />the extent set forth above, some of the above limitations may not apply to Customer.
<br />10. MISCELLANEOUS
<br />10.1 Logo Use . OpenGov shall have the right to use and display Customer's logos and trade names for marketing
<br />and promotional purposes in connection with OpenGov's website and marketing materials, subject to Customer's
<br />trademark usage guidelines provided to OpenGov.
<br />10.2 Notice . Ordinary day-to-day operational communications may be conducted by email, live chat or telephone
<br />communications. However, for notices required by the Agreement (in Sections where the word "notice" appears)
<br />the parties must communicate more formally in a writing given by personal delivery, by pre-paid first-class mail or
<br />by overnight courier to the address specified in the most recent Order Form (or such other address as may be
<br />specified in writing in accordance with this Section).
<br />10.3 AnU~cormptlon . OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or
<br />thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and
<br />entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of
<br />the above restriction then OpenGov shall promptly notify Customer.
<br />10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized
<br />use of a party's intellectual property may result in serious and irreparable injury to the aggrieved party for which
<br />damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to
<br />any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without
<br />being required to post a bond or other surety or to prove either actual damages or that damages would be an
<br />inadequate remedy.
<br />10.5 force Majeure . Neither party shall be held responsible or liable for any losses arising out of any delay or failure
<br />in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of
<br />governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities,
<br />or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from
<br />performing.
<br />10.6 Sever.ability: Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision
<br />will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full
<br />Confidential OpenGov
<br />Rev. 2018.01_180525
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