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enhancements and NIJO grants Organizatiorr a lirnited non-exclusive license to use such rights for tlre
<br />purposes lrereunder.
<br />'10. Termination. Prior to the conclusion of the third (3) year, eitlrer par-ty rnay ternrinate the agreement by
<br />providing the other party thirty (30) day written notice. lf terrnrnatiorr has been requested by the
<br />Organization, it is agreed tlre Organization will pay in full any outstanding invoices. Orgarrization agrees
<br />tlrat any terrrination of access to the Service under any provision of tlris agreement may be effected sixty
<br />(60) days after receipt of wrltten notice, and acknowledge arrd agree tlrat NIJO rnay irnrnediately deactivate
<br />or delete their accounts and/or bar any further access to suclr files or the Seruice. It is agreed NIJO will
<br />rlaintain and rnanage adrninistrative access riglrts once notice is served for terrnination by either party.
<br />Upon a scheduled terrnination of this contract, Organization's data within the system is provided to
<br />Organization via the system's standard reports in csv format. Users can extract core audit information using
<br />tlre standard repofts at any tinre. lf requested, custonr data extractiorr is provided at a labor rate of $tZ5 per
<br />liour plus media and or line clrarges for data transfer as requested by individLral coLrnties. lf NIJO
<br />terminates the contract, crlstonr data extraction is will be provided at a labor rate of $85 for up to 120 days
<br />of tlre terrlination notice date.
<br />11. Force Majeure. Eithet party shall be excused from'peffornring hereunder to tlre extent tlrai it is prevented
<br />from performing as a result of any act or event which occurs and is beyond its reasonable control,
<br />including, witlrout lirnltation, acts of God, r,var, weather, utility, network, or telecommunications outages,
<br />unrest or riot, strikes any action of a governnrerrtal errtity; tenorist events, etc. provided that the party
<br />experiencing the force majeure provides the other with prompt writlen notice thereof and uses reasonable
<br />efforts to remedy effecis of such matter.
<br />12. Services warranty. NIJO shall perforrn Seruices at or above industry standards and Services shall
<br />substantially conform to such standards. NIJO's services and equipment are provided "as is" without any
<br />warranty whatsoever. Organization recognizes that the as is clause of this agreerlent is an inrpoftant parl of
<br />the basis of tlris agreernent, without which NIJO would not lrave agreed to enter this agreernent. N IJO
<br />disclairns all other warranties, express, implied, or statutory, including but not limited to any warranties of
<br />merchantability, fitness for a particular purpose, title, and noninfringer-nent, witlr regard to tlre seryices and
<br />equiprnent. No representation or other affirmation of fact regarding the seruices or equipment shall be
<br />deerned a warranty for any purpose or give rise to any liability of NIJO whatsoever. Organization
<br />acknowledges that it has relied on no warranties other tlran the express warranty in this agreement.
<br />13. Limitation of liability. NIJO shall not be liable to organization or any tlrird party for any irrcidental, irrdirect,
<br />exemplary, special or consequential darnages, under any circunrstances, ilrcluding, but not lirnited to, lost
<br />profits, revenue or savings, loss of goodwill, or tlre loss of use of any data, even if NIJO had lrcerr advised
<br />of, knew, orsltoltld have known, of the possibilitythereof. Under rro circumstances slrall NIJO's aggregate
<br />cumulative liability hereunder, whether in contract, tort, or otherwise, exceed the to{al amount of fees
<br />actually paid to NIJO urrder tlris agreement. Orgarrization acknowledges that the fees paid by it reflect the
<br />i...1 :,i,{,rl:li ltt,:iiittlFlr,; 1..,11 (")l r1.-1,:rl h1 r.,{l.llli-li l-r t'rtiiliri -l) + /1 j'1,t,.;lrl', 1:-,.r.,-,ii Froposal 11
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