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City of Santa Ana <br />of infringement, the Services tire held by a court of competent jurisdiction to be or are believed by <br />Company to be infringing, Company may, at its option and expense (a) replace or modify the <br />Service to be non -infringing provided that such modification or replacement contains <br />substantially similar features and fimctionality, (b) obtain for Customer a license to continue <br />using the Service, or (e) if neither of the foregoing is commercially practicable, terminate this <br />Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, <br />unused fees for the Service. <br />8. LIMITATION OF LIABILITY <br />NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY <br />OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO <br />ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, <br />REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE <br />RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS <br />AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY <br />CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR <br />OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF <br />DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR <br />TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, <br />INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER <br />BEYOND COMPANY'S REASONABLE CONTROL, IN EACH CASE, WHETHER OR NOT <br />COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, <br />9. MISCELLANEOUS <br />If any provision of this Agreement is found to be unenforceable or invalid, that provision will be <br />limited or eliminated to the minimum extent necessary so that this Agreement will otherwise <br />remain in full force and effect and enforceable. This Agreement is not assignable, transferable or <br />sublicensable by Customer except with Company's prior written consent. Company may transfer <br />and assign any of its rights and obligations under this Agreement without consent. This <br />Agreement is the complete and exclusive statement of the mutual understanding of the parties and <br />supersedes and cancels all previous written and oral agreements, communications and other <br />understandings relating to the subject matter of this Agreement, and that all waivers and <br />modifications must be in a writing signed by both parties, except as otherwise provided herein. <br />No agency, partnership, joint venture, or employment is created as a result of this Agreement and <br />Customer does not have any authority of any kind to bind Company in any respect whatsoever. In <br />any action or proceeding to enforce rights under this Agreement, the prevailing party will be <br />entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing <br />and will be deemed to have been duly given when received, if personally delivered; when receipt <br />is electronically confirmed, if transmitted by facsimile or a -mail; the day after it is seat, if sent for <br />next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified <br />or registered mail, return receipt requested. This Agreement shall be governed by the laws of the <br />State of California without regard to its conflict of laws provisions. Customer otherwise agrees to <br />reasonably cooperate with Company to serve as a reference account upon request. <br />Actuarial Services and Technology <br />LicensingAgreenrent <br />Page 6 <br />Govlrvest <br />