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@ ParkMobile <br />9.2 ParkMobile. ParkMobile will indemnify, defend, and hold <br />harmless Client from and against any and all Losses <br />incurred by Client resulting from any Third-Party Claim that <br />the Platform or any use of the Platform in accordance with <br />this Agreement, infringes or misappropriates such third <br />party's IP Rights, provided that Client promptly notifies <br />ParkMobile in writing of the claim, cooperates with <br />ParkMobile, and allows ParkMobile sole authority to control <br />the defense and settlement of such claim. <br />9.3 Client. Client will indemnify, defend, and hold harmless <br />ParkMobile from and against any and all Losses incurred <br />by ParkMobile resulting from any Third-Party Claim arising <br />out of Client's willful disclosure or deliberate misuse of <br />ParkMobile User Data in violation of this Agreement. <br />9.4 Mitigation. If any of the Services are claimed to, or in <br />ParkMobile's opinion are likely to, infringe, misappropriate, <br />or otherwise violate any third-party IP Rights, or if Client's <br />use of the Services is enjoined or threatened to be enjoined, <br />ParkMobile may, at its option and sole cost and expense: <br />(a)obtain the right for Client to continue to use the Services <br />as contemplated by this Agreement; (b) modify or replace <br />the Services, in whole or in part, to seek to make the <br />Services (as so modified or replaced) non-infringing, while <br />providing equivalent features and functionality, in which <br />case such modifications or replacements will constitute the <br />Services, as applicable, under this Agreement; or (c) by <br />written notice to Client, terminate this Agreement and <br />require Client to immediately cease any use of the Services. <br />9.5 Sole Remedy. THIS SECTION 9 SETS FORTH CLIENT'S <br />SOLE REMEDIES AND PARKMOBILE'S SOLE LIABILITY <br />AND OBLIGATION FOR ANY ACTUAL, THREATENED, <br />OR ALLEGED CLAIMS THAT THE SERVICES OR ANY <br />SUBJECT MATTER OF THIS AGREEMENT INFRINGES, <br />MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY <br />INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD <br />PARTY. <br />10.LIMITATION OF REMEDIES AND DAMAGES <br />10.1 Exclusion of Damages. EXCEPT AS OTHERWISE <br />PROVIDED IN SECTION 10.3, IN NO EVENT WILL <br />PARKMOBILE OR ANY OF ITS LICENSORS, SERVICE <br />PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN <br />CONNECTION WITH THIS AGREEMENT OR ITS <br />SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE <br />THEORY, INCLUDING BREACH OF CONTRACT, TORT <br />{INCLUDING NEGLIGENCE), STRICT LIABILITY, AND <br />OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, <br />USE, BUSINESS, REVENUE, OR PROFIT OR <br />DIMINUTION IN VALUE; (8) IMPAIRMENT, INABILITY TO <br />USE OR LOSS, INTERRUPTION, OR DELAY OF THE <br />SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR <br />RECOVERY OF DATA, OR BREACH OF DATA OR <br />SYSTEM SECURITY; (D) COST OF REPLACEMENT <br />GOODS OR SERVICES; (E) LOSS OF GOODWILL OR <br />REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, <br />INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR <br />PUNITIVE DAMAGES, REGARDLESS OF WHETHER <br />SUCH PERSONS WERE ADVISED OF THE POSSIBILITY <br />OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES <br />OR DAMAGES WERE OTHERWISE FORESEEABLE, <br />AND NOTWITHSTANDING THE FAILURE OF ANY <br />ParkMobile Service Agreement <br />AGREED OR OTHER REMEDY OF ITS ESSENTIAL <br />PURPOSE. <br />10.2 Cap on Monetary Liability. EXCEPT AS OTHERWISE <br />PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE <br />COLLECTIVE AGGREGATE LIABILITY OF PARKMOBILE <br />ARISING OUT OF OR RELATED TO THIS AGREEMENT, <br />WHETHER ARISING UNDER OR RELATED TO BREACH <br />OF CONTRACT, TORT {INCLUDING NEGLIGENCE), <br />STRICT LIABILITY, OR ANY OTHER LEGAL OR <br />EQUITABLE THEORY, EXCEED ONE TIMES THE TOTAL <br />AMOUNTS PAID TO PARKMOBILE UNDER THIS <br />AGREEMENT IN THE 12 MONTH PERIOD PRECEDING <br />THE EVENT GIVING RISE TO THE CLAIM. THE <br />FOREGOING LIMITATIONS APPLY EVEN IF ANY <br />REMEDY FAILS OF ITS ESSENTIAL PURPOSE. <br />10.3 Exceptions. The exclusions and limitations in Section 10.1 <br />and Section 10.2 do not apply to ParkMobile's obligations <br />under Section 9 or liability for ParkMobile's gross <br />negligence or willful misconduct. <br />11.RESERVED <br />12.GENERAL TERMS <br />12.1 Assignment. Client shall not assign or otherwise transfer <br />any of its rights, or delegate or otherwise transfer any of its <br />obligations or performance under this Agreement, in each <br />case whether voluntary, involuntarily, by operation of law, <br />or otherwise, without ParkMobile's prior written consent. No <br />assignment, delegation, or transfer will relieve Client of any <br />of its obligations or performance under this Agreement. Any <br />purported assignment, delegation, or transfer in violation of <br />this Section 12.1 is void. This Agreement is binding upon <br />and inures to the benefit of the parties and their respective <br />successors and permitted assigns. <br />12.2 Severability. If a court of competent jurisdiction holds any <br />term or provision of this Agreement to be invalid, illegal or <br />unenforceable, the rest of the Agreement will remain in <br />effect. <br />12.3 Headings. The headings in this Agreement are for <br />reference only and do not affect the interpretation of this <br />Agreement. <br />12.4 Notices. Any notice or communication permitted or <br />required under this Agreement must be in writing and will <br />be deemed received by the addressee: (a) when received, <br />if delivered by hand with signed confirmation of receipt; {b) <br />when received, if sent by a nationally recognized overnight <br />courier, signature required; (c) when sent, if by email (with <br />confirmation of transmission), if sent during the addressee's <br />normal business hours, and on the next business day, if <br />sent after the addressee's normal business hours; and (d) <br />on the third business day after the date mailed by certified <br />or registered mail, return receipt requested, postage <br />prepaid. Notices must be sent to the attention of the <br />respective party's legal department at the address set forth <br />at the beginning of this Agreement or such other address <br />as either party may specific in writing. Any notice permitted <br />or required under this Agreement that is sent to ParkMobile <br />shall also be sent via email to legal-notices@parkmobile.io. <br />12.5 Governing Law. This Agreement and all related <br />documents, and all matters arising out of or relating to this <br />PSA-LF <br />rev. 09/22 <br />Page 6 of9 <br />EXHIBIT 1