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MOBIIAPP, INC.
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MOBIIAPP, INC.
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Last modified
10/21/2013 11:32:15 AM
Creation date
10/11/2011 10:27:53 AM
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Contracts
Company Name
MobiiApp, Inc.
Contract #
N-2011-122
Agency
FINANCE & MANAGEMENT SERVICES
Expiration Date
10/6/2013
Destruction Year
2018
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6-3. Dlselalmer. EXCEPT AS F?(PRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, <br />WHETHER F?CPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED <br />WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICVLAR PURPOSE, Tp THE <br />MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. <br />9. MUTUAL INDEMNIFICATION <br />9.1- Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (" Claim") made or brought against You by <br />a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third <br />party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees Incurred by, You In connection <br />with any such Claim; provided. that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and <br />settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) <br />provide to Us all reasonable assistance. <br />9.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or <br />Your use of the Services In violation of this Agreement, Infringes or misappropriates the Intellectual property rights of a third party or violates <br />applicable law, and shall Indemnify Us for any damages finally awarded against, and for reasonable attorney's fees incurred by. Us in <br />connection with any such Claim; provided. that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense <br />and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and <br />(c) provide to You all reasonable assistance. <br />'10. LIMITATION OF LIABILITY <br />9.3. Exclusive Remedy. This Section states the indemnifying party's sole liability to, and the Indemnified party's exclusive remedy against. <br />the other party for any type of Claim described In this Section. <br />11.1. Term of Agreement. This Agreement commences on the data You accept it and continues until all User subscriptions granted In <br />10.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS <br />AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT <br />PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY <br />YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT <br />OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES). <br />11.2. Term of Purchased User Subscriptions- User subscriptions purchased by You commence on the start date specified in the <br />applicable Order Form and continue for the subscription tens specified therein. Except as otherwise specified In the applicable Order Form, <br />unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing <br />70-2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER <br />PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR <br />PUNITIVE DAMAGES HOWEVER CAVSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. AND <br />WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER <br />SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. <br />11. TERM AND TERMINATION <br />accortlance with Ihis Agreement have expired or been tennlnatetl. <br />all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever Is <br />shorter), unless either party glues the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per- <br />change at least 30 days before the and of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter <br />11.3. Terminatlon for Causes. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material <br />breech If such breach remains uncured al the expiration of such period. or (II) if the other party becomes the subject a. a pat lion in <br />bankruptcy, or any other proceeding relaling to insolvency, recelvemhip, liquidation or assignment for the benefit of creditors, or (iii) if the <br />other party sells or transfers a controlling Interest In Its ownership, or (Iv) if either party sells its assets to include the Service to another entity.
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