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Docusign Envelope ID: 7C3482BF-606B-48FF-BB93-F1 F08ABDC5B1
<br />NEOGOVTM PowerDMS
<br />Digital Management Sofware
<br />amaovt
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<br />its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the
<br />indemnifying party.
<br />15. Limitations ofLiability.
<br />a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
<br />EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
<br />SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,.
<br />TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS
<br />OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT,
<br />INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE,
<br />CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF
<br />REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR
<br />PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
<br />SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE
<br />ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
<br />OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
<br />REMEDY OF ITS ESSENTIAL PURPOSE.
<br />b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABHLITY WHICH CANNOT
<br />BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER
<br />THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS
<br />AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO
<br />BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL
<br />OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY
<br />RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH
<br />PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE
<br />EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
<br />16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer
<br />and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to
<br />NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness
<br />in any capacity or provide testimony with respect to Customer's documentation, Customer shall reimburse NEOGOV for its
<br />out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV's reasonable
<br />attorneys' fees.
<br />17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support
<br />of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end
<br />of life ("EOL"). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months
<br />prior written notice, which may be by direct notice or posting on the NEOGOV website. Customer will have a period of six
<br />(6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if
<br />applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without
<br />penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice
<br />period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.
<br />18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job
<br />application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text
<br />message services depend on the functionality of third -party providers, there may be technical delays on the part of those
<br />providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate
<br />information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable
<br />for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions
<br />taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of
<br />any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be
<br />responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your
<br />use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR
<br />REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF
<br />TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE
<br />TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR
<br />FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
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