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CONSIDERED A FAILURE OF THE ESSENTIAL PURPOSE OF THE REMEDIES CONTAINED HEREIN. EXCEPT FOR THE ABOVE LIMITED WARRANTY, THE ENTIRE RISK OF THE SOFTWARE'S QUALITY AND PERFORMANCE IS WITH CITY. ARTICLE VIII INDEMNITY 8.1 Indemnification. Licensor hereby indemnifies City against any claim that the Software, furnished and used within the scope of this Agreement, infringes any U.S. registered copyright or patent, provided that: (i) Licensor is given prompt notice of the claim; (ii) Licensor is given immediate and complete control over the defense and/or settlement of the claim, and City fully cooperates with Licensor in such defense and/or settlement; (iii) City does not prejudice in any manner Licensor's conduct of such claim; and (iv) the alleged infringement is not based upon the use of the Software in a manner prohibited under this Agreement, in a manner for which the Software was not designed, or in a manner not in accordance with the Specifications. 8.2 Altered Version. Licensor shall have no liability for any claim of infringement based on (i) the use of a superseded or altered version of the Software if infringement would have been avoided by the use of a current or unaltered version of the Software which Licensor made available to City; or (ii) the combination, operation or use of the Software with software, hardware or other materials not furnished or approved by Licensor. 8.3 Injunction. If a final injunction is obtained against the use of any part of the Software by reason of infringement of a U.S. registered copyright or patent, Licensor will, at its option and expense, either (i) procure for City the right to continue to use the Software; or (ii) modify the Software so that it becomes non -infringing. The foregoing states Licensor's entire obligation and liability with respect to the infringement of any property right relating to Licencee's use of the Software. 8.4 Infringement. City hereby indemnifies Licensor against any claim for (i) alleged infringement of any U.S. registered copyright or patent, arising out of the use of the Software by City in any manner prohibited by this Agreement and (ii) any claim related to or arising out of a transaction brought by any third party based on the use of the Software. ARTICLE IX LIMITATION OF LIABILITY 9.1 Limitation. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF LICENSOR TO CITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE LESSER OF THE AMOUNT PAID TO LICENSOR BY CITY UNDER THIS AGREEMENT OR $ 100.00. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF