Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 34 of 41 the UNIFACE Software will be compatible with and/or work in conjunction with any software or hardware other than the Software. (i) EXCEPT AS EXPRESSLY STATED IN THIS APPENDIX C-2 OF SCHEDULE C TO THE AGREEMENT: THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE REGARDING THE UNIFACE SOFTWARE, AND ALL UNIFACE SOFTWARE AND RELATED SERVICES AND OTHER ITEMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ROCKET AND HARRIS DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS TO THE UNIFACE Software. The entire liability of Harris and Rocket and Organization’s exclusive remedy for damages from any cause related to or arising out of this Agreement in relation to the UNIFACE Software, regardless of the form of action, whether in contract or in tort, will not exceed the charges paid by Organization to Harris FOR THE UNIFACE SOFTWARE WHICH IS THE SUBJECT MATTER OF THE CAUSE OF ACTION ASSERTED during the TWELVE (12) month period immediately preceding Organization’s notice to Harris of such claim or cause. (j) Organization acknowledges that any breach of its obligations with respect to the proprietary rights of Rocket will cause Rocket irreparable injury for which there are inadequate remedies at law and that Rocket shall be entitled to equitable relief in addition to all other remedies available to it. (k) Rocket software licensors shall have no liability with respect to any claim of Organization or a third party on account of, resulting from, or arising out of the use of the UNIFACE Software or related UNIFACE Software services or products provided by such licensor or derived from the UNIFACE Software. Rocket software licensors shall have no obligation to furnish any assistance, information, or documentation with respect to any UNIFACE Software or UNIFACE Software related services or products except as set forth in the Agreement. (l) No damages (whether direct, consequential, special or incidental and including expenditures and loss of profit and goodwill or other diminution in the value of Organization’s business), indemnities or other compensation will be due or payable to Organization by reason of termination or cancellation of these terms applicable to the UNIFACE Software. (m) Any legal proceeding, regardless of the form, arising out of this Appendix C-3 and related terms of the Agreement regarding the UNIFACE Software, must be commenced within two (2) years after the cause of action first occurs or shall thereafter be barred. (n) Title and full ownership rights to the UNIFACE Software furnished under this Agreement and all intellectual property rights including patent, copyright, trademark and trade secret rights remain with Rocket or its third-party providers where applicable. This Agreement does not transfer title to Organization of the intellectual property contained in the UNIFACE Software. Rocket® is a trademark of Rocket Software, Inc. and its subsidiaries, registered in the United States and other jurisdictions worldwide.