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<br /> <br />CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 <br />Page 36 of 41 <br /> <br />APPENDIX B-3 TO SCHEDULE B <br /> <br />PASS-THROUGH TERMS – AG GRID ENTERPRISE <br /> <br />“AG Grid” means AG GRID LTD (registered number 07318192). <br />“AG Grid Software” means the AG Grid Enterprise software product licensed to Harris by AG Grid. <br />“Customer” means Organization. <br />1. Harris warrants to Customer for a period of ninety (90) days from Completion of Services that <br />the AG Grid Software shall perform substantially in accordance with the AG Grid Documentation <br />provided on the Harris customer portal (Cayenta) provided that this warranty does not apply to error or <br />failure resulting from: (i) machine error; (ii) Customer’s failure to follow operating instructions; (iii) <br />negligence or accident by any person or entity other than Harris; or (iv) modifications to the AG Grid <br />Software by any person or entity other than Harris or AG Grid. AG Grid and Harris do not warrant that <br />the operation of the AG Grid Software will be uninterrupted or error-free. Except for the limited <br />warranty expressly provided in this Appendix C-4, AG Grid and Harris provide the AG Grid Software to <br />Customer on an “as-is” basis and all warranties not expressly set out in this Section 1 of Appendix C-4, <br />including any warranties of title, non-infringement, merchantability and fitness for a particular purpose, <br />which are disclaimed to the fullest extent permitted by law. <br /> <br />2. All Intellectual Property Rights in the AG Grid Software shall, at all times, be and remain the <br />exclusive property of AG Grid or its third party licensors. <br /> <br />3. To the greatest extent permitted by applicable law, neither Harris nor AG Grid shall be liable for <br />any of the following in relation to the AG Grid Software: <br />a. any indirect, consequential or special loss; or <br />b. any loss of profit, <br />c. loss of business or contracts, <br />d. lost production or operation time, <br />e. loss of or corruption to data, or <br />f. loss of goodwill or anticipated savings; <br />however arising (whether from breach of contract, tort (including negligence), breach of statutory duty <br />or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable <br />for such was advised of the possibility (and for the purposes of this Section 3, the term “loss” includes a <br />partial loss or reduction in value as well as a complete or total loss). <br /> <br />4. Harris and AG Grid’s total liability to Customer arising out of or relating to the terms of this <br />Appendix C-4 (and the related terms set out in the Agreement related to the AG Grid Software) or its <br />subject matter and to anything which it has done or not done in connection with the same (whether from <br />breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in <br />aggregate for all claims arising, to the total amounts paid by the Customer to Harris for the AG Grid <br />Software. The total liability for Harris and AG Grid for any specific event related to the AG Grid <br />Software will not exceed the total aggregate liability for such party, as calculated above, less any sums <br />payable for previous events giving rise to liability on the part of such party that have occurred prior to <br />the date of the specific event.