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GGRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow
<br />Program and Meeting Video Streaming/Archiving
<br />7.S. Survival. All rights granted hereunder shall terminate the latter of the termination or expiration date of this
<br />Agreement, or each Order, SOW c Exhibit. The provisions of this Agreement with respect to warranties,
<br />liability, and confidentiality shall survive terminatlan of this Agreement and continue in full force and effect.
<br />B. Limitation of Liability
<br />B.I. EXCLUSIO N OF CONSEQUENTIONAL AND RELATED DAMAGES. UN DER NO CIRCUMSTANCES SHALL GRANICUS
<br />BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN
<br />ACTION 15 IN CONTRACTOR TORT AND REGARDLESS OF THE 7HEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SU CH DAMAGES, FURTHER, GRAN ICUS SHALL NOT BE LIABLE FOR: (A) ERROR
<br />OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (0) COST OF
<br />PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECH NOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES
<br />ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, 50FTWARE, CONTENT, OR RELATED
<br />TECHNICAL SU PPO RT; OR IE) FOR ANY MATTER BEYOND GRAN ICUS' REASONABLE CONTROL, EVEN IF GRAN ICUS
<br />HAS BEEN ADVISED OF TH E POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
<br />0.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT
<br />DAMAGES UN DERTHIS AGREEMENT (WHETHER IN CONTRACT OR TO RT OR OTHERWISE) EXCEED THE FEES
<br />PAI D BY CUSTOMER FOR TH E GRAN ICU5 PRODUCTS AND SERVICES DU RI NGTHE SIX (6) MONTHS IMMEDIATELY
<br />PROCEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR
<br />DIRECT DAMAGES. NEITH ER PARTY MAY INSTITUTE AN ACTION I N ANY FORM ARISING OUT OF NOR IN
<br />CONNECTION WITH TH 15 AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
<br />THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
<br />9. Indemnification
<br />9.1. Indemnification by Granicus. Granicus will defend Customer from and against all losses, liabilities, damages
<br />and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement
<br />(°Claims") and shall pay all losses, damages, liabilities, settlements, judgments, awards, Interest, civil penalties,
<br />and reasonable expenses lcollectively, "Lasses;' and including reasonable attorneys' fees and court casts), to
<br />the extent arising out of any Claims by any third parry that Granicus Products and Services infringe a valid U.S.
<br />copyright or U.S, patent issued as of the date of the applicable Order, SOW or Exhibit. In the event of such a
<br />Claim, If Granlcus determines that an affected Order, SOW or Exhibit Is likely, or if the Solution Is determined in
<br />a final, non -appealable judgment by a court of competent jurisdiction, to Infringe a valid US. copyright or U.S.
<br />patent Issued as of the date of the applicable Order, SOW or Exhibit, Granicus will, in its discretion: (a) replace
<br />the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it
<br />non -infringing; or (c) terminate this Agreement or the applicable Order, SOW or Exhibit with respect to the
<br />affected Solution and refund to You any prepaid fees for the then -remaining or unexpired portion of the
<br />Subscription Order Tenn. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify,
<br />defend, or hold Customer harmless from any Claim to the extent it is based upon:(!) a modification to any
<br />Solution by Customer (or by anyone under Customers direction or control or using login or passwords
<br />assigned to Customer); (II) a modification made by Granicus pursuant to Customer's required Instructions or
<br />specifications or In reliance on materials or Information provided by Customer, or (Iii) Customer's use (or use by
<br />anyone under Customer's direction or control or using logins or passwords assigned to Customer) of any
<br />Granicus Products and Services other than In accordance with this Agreement. This Section 9.1 sets forth
<br />Customer's sole and exclusive remedy, and Granicus' entire liability, for any Claim that the Granicus Products
<br />and Services or any other materials provided by Granicus violate or Infringe upon the rights of any third party.
<br />9.2. Indemnification by Customer. Customer shall defend, indemnify, and hold Granicus harmless from and against
<br />any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Customer's (or that of anyone
<br />authorized by Customer or using login or passwords assigned to Customer) use or modification of any Granicus
<br />Products and Services; (b) any Customer content, or (c) Customer's violation of applicable law.
<br />August 6, 2017
<br />gronicus.com I info@grcnicus.com
<br />25A-89
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