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OPENGOV SOFTWARE SERVICES AGREEMENT
<br /> SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR
<br /> OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA
<br /> OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR
<br /> ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C)
<br /> FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN
<br /> ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
<br /> 9.2 By Amount. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY
<br /> CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY
<br /> CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE
<br /> SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
<br /> LIABILITY.
<br /> 9.3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not
<br /> apply to, and each party accepts liability to the other for: (a)claims based on either party's intentional breach of its
<br /> obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either
<br /> party and (c)either party's unauthorized use, distribution, or disclosure of the other party's intellectual property.
<br /> 9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited
<br /> to the extent set forth above, some of the above limitations may not apply to Customer.
<br /> 10. MISCELLANEOUS
<br /> logos and trade names for marketing
<br /> 10.1 Logop Use. OpenGov shall have the right to use and display Customer'sg 9
<br /> and promotional purposes in connection with OpenGov's website and marketing materials, subject to Customer's
<br /> trademark usage guidelines provided to OpenGov.
<br /> 10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone
<br /> communications. However, for notices required by the Agreement (in Sections where the word "notice" appears)
<br /> the parties must communicate more formally in a writing given by personal delivery, by pre-paid first-class mail or
<br /> by overnight courier to the address specified in the most recent Order Form (or such other address as may be
<br /> specified in writing in accordance with this Section).
<br /> 10.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift,
<br /> or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and
<br /> entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation
<br /> of the above restriction then OpenGov shall promptly notify Customer.
<br /> 10.4lniunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the
<br /> unauthorized use of a party's intellectual property may result in serious and irreparable injury to the aggrieved
<br /> party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore,
<br /> that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable
<br /> injunctive relief without being required to post a bond or other surety or to prove either actual damages or that
<br /> damages would be an inadequate remedy.
<br /> 10.5 Force Mameure. Neither party shall be held responsible or liable for any losses arising out of any delay or
<br /> failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of
<br /> governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service,
<br /> utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or
<br /> prevented from performing.
<br /> 10.6 Severability:Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision
<br /> will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full
<br /> force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this
<br /> Agreement will not create a continuing waiver or any expectation of non-enforcement. There are no third-party
<br /> beneficiaries to this Agreement.
<br /> 10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this
<br /> Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which
<br /> consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such
<br /> 5 Rev. 2018.01_200701_Decatur
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