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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
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