ACCELA, INC. (CARAHSOFT TECHNOLOGY CORP.)

Home Browse Search

Accela prevail or that the usage of the Subscription Services may be joined,Accela may seek to: (a) modify the Subscription Services such that it will be non-infringing(provided such modification does not materially reduce the functionality or performance of Customer's installed instance); (b)replace the Subscription Services with a service that is non-infringing and provides substantially similar functionality and performance;or, if the first two options are not commercially practicable,(c) terminate the remainder of the Subscription Period and refund any, pre-paid, unused fees received by Accela.Accela will have no liability under this Section 7 to the extent any claims arise from (I)any combination of the Subscription Services with products,services,methods of a third party; (II)a modification of the Subscription Services that were either implemented by anyone other than Accela or implemented by Accela in accordance with Customer specifications; (lii) any use of the Subscription Services in a manner that violates this Agreement or the Instructions given to Customer by Accela; (iv)a version of the Subscription Services other than the current,fully patched version, provided such updated version would have avoided the infringement;or(v)Customer's breach of this Agreement.THIS SECTION 7 STATES THE ENTIRE OBLIGATION OF ACCELA AND ITSLICENSORSW ITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT. 8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY OR CUSTOMER'S BREACH OF SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED TWO TIMES(2X)THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE(12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER'S BREACH OF SECTION 2 OR EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL,SERVICE INTERRUPTION,COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES,WHETHER BASED ON WARRANTY,CONTRACT,TORT(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE,AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 9. SECURITY. Accela has implemented commercially viable and reasonable information security processes,policies and technology safeguards to protect the confidentiality and Integrity of Customer Data, personal data protect against reasonably anticipated threats. Customer acknowledges that, notwithstanding security features of the Subscription Services, no product,hardware,software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities,including enterprises,governments and quasi-governmental actors, as well as technologies,that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6,Accela will have no liability for any such security breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate without interruptions, failures,or errors. If Customer or Authorized Users use the Subscription Services 20201023