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INC. PROPRIETARY AND CONFIDENTIAL
<br />misappropriates the Intellectual Property Rights of any third party, and (ii) to the extent the Software contains any
<br />materials subject to third party rights, MMI has obtained any and all necessary clearances, releases, approvals or
<br />consents from third parties and make any and all required payments to third parties (including without limitation
<br />to unions or guilds) so that Client and its Authorized Users can exercise the rights and licenses authorized under
<br />this Agreement.
<br />6.2.3. For the Term of this Agreement, the eSOPH System will operate in conformance with any
<br />represented specifications and in accordance with this Agreement, including the Service Level Agreement (SLA)
<br />attached hereto at Exhibit B. MMI's sole obligation to Client under this warranty is to correct the eSOPH System
<br />so it will perform within any represented specifications or refund the related license fee, whole or in part. This
<br />warranty is void if any unauthorized modifications are made to the eSOPH System or if the eSOPH System is not
<br />used in compliance with the terms of this Agreement;
<br />6.2.4. Except for the limited warranty provided in this Agreement, the CSOPH System and any other
<br />MMI products and services are provided "As Is" and MMI disclaims all warranties, express or implied, that may
<br />arise either by the Parties' agreements or by operation of law, including without limitation any warranty of
<br />merchantability or fitness for a particular purpose. MMI does not warrant the operation of the eSOPH System
<br />shall be error or "bug" free or that the eSOPH System will meet the requirements or expectations of Client, its
<br />Authorized Users or Applicants.
<br />6.3. Any breach or failure with respect to the representations and warranties contained in this
<br />Agreement will constitute a material breach of this Agreement.
<br />7. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF CONFIDENTIALITY, SECURITY,
<br />OR WARRANTY OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, IN NO
<br />EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY
<br />INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES,
<br />INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY
<br />OTHER PERSON IN ANY WAY RELATED TO THE AGREEMENT, THE PERFORMANCE OF ANY
<br />WORK PURSUANT TO THIS AGREEMENT, OR USE OF ANY SYSTEM, WHETHER IN AN ACTION IN
<br />CONTRACT, BREACH OF WARRANTY OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER
<br />PERSON HAS BEEN ADVISED OF, OR COULD HAVE REASONABLY FORESEEN, THE POSSIBILITY
<br />OF SUCH DAMAGES.
<br />8. Each party is fully responsible for errors, omissions and the negligent acts of its employees, contractors
<br />and others acting on its behalf.
<br />9. CORRECTIVE ACTIONS. If all or any part of the Software is held, or MMI determines that it could
<br />be held, to infringe, wrongfully use or misappropriate any third -party intellectual property right, MMI at no cost
<br />to Client: (a) will procure for Client the right to continue using the eSOPH System in accordance with its rights
<br />under this Agreement; (b) replace the item with a substantially equivalent item that does not infringe, wrongfully
<br />use or misappropriate any third -party intellectual property rights; or (c) modify the item (without material loss of
<br />functionality) so that it no longer infringes, wrongfully uses or misappropriates any third -party intellectual
<br />property right. If MMI is unable to successfully accomplish any of the actions described above after using its
<br />commercially reasonable best efforts to accomplish each of them in a timely manner, then MMI will refund to
<br />Client a pro -rated amount of the license fees paid by Client hereunder in connection with the unused portion of its
<br />licensed rights to the eSOPH System under this Agreement.
<br />10. INSURANCE.
<br />10.1. Throughout the Term MMI, at its sole expense, will carry and maintain: (a) Commercial General Liability
<br />Insurance in the amount not less than $1,000,000 combined single limit per occurrence, $2,000,000 aggregate; (b) Stop
<br />Gap/Employer's Liability Insurance in the amount not less than $ 1,000,000 per incident; (c) Professional Liability Insurance
<br />in the amount not less than $1,000,000 per claim and in the aggregate; and (d) "Cyber" Insurance in the amount not less than
<br />$1,000,000 combined single limit occurrence, $2,000,000 aggregate. MMI will have Client added to the MMI Insurance
<br />policy and issue a certificate to Client at Client's request. If Client has requested to be added to the policy, MMI will provide
<br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 8 OF 17
<br />Version: August 27, 2015—Santa Ana PD Only
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