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OPENGOV SOFTWARE SERVICES AGREEMENT
<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
<br />limited to the extent set forth above, some of the above limitations may not apply to Customer.
<br />10.MISCELLANEOUS
<br />10.1 Logo Use.OpenGov shall have the right to use and display Customer ’s logos and trade names for
<br />marketing and promotional purposes in connection with OpenGov’s website and marketing materials,subject to
<br />Customer ’s trademark usage guidelines provided to OpenGov.
<br />10.2 Notice.Ordinary day-to-day operational communications may be conducted by email,live chat or
<br />telephone communications.However,for notices,including legal notices,required by the Agreement (in Sections
<br />where the word “notice”appears)the parties must communicate more formally in a writing given by personal
<br />delivery,by pre-paid first-class mail or by overnight courier to the address specified in the most recent Order Form
<br />(or such other address as may be 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,
<br />gift,or thing of value to any Customer personnel in connection with the Agreement,other than reasonable gifts
<br />and entertainment provided Customer in the ordinary course of business.If OpenGov become aware of any
<br />violation of the above restriction then OpenGov shall promptly notify Customer.
<br />10.4 Injunctive 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,that,
<br />in addition to any other remedy that the aggrieved party may have,it shall be entitled to seek equitable injunctive
<br />relief without being required to post a bond or other surety or to prove either actual damages or that damages
<br />would be an inadequate remedy.
<br />10.5 Force Majeure.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
<br />provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
<br />remain in full force and effect and enforceable.Any express waiver or failure to exercise promptly any right under
<br />this 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
<br />this Agreement or any of its rights or obligations to a third party without the other party's prior written consent,
<br />which consent shall not be unreasonably withheld,conditioned,or delayed. Either party may assign,without such
<br />consent but upon written notice,its rights and obligations under this Agreement to:(i)its corporate affiliate;or (ii)
<br />any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement,through
<br />purchase,merger,consolidation,or otherwise.Any other attempted assignment shall be void.This Agreement
<br />shall inure to the benefit of and bind each party’s permitted assigns and successors.
<br />10.8 Independent Contractors.No agency,partnership,joint venture,or employment is created as a result of
<br />this Agreement and neither party has any authority of any kind to bind the other party in any respect.
<br />10.9 Attorneys’Fees.In any action or proceeding to enforce rights under this Agreement,the prevailing party
<br />will be entitled to recover costs and attorneys’ fees.
<br />10.10 Governing Law and Jurisdiction.This Agreement shall be governed by the laws of the State of California
<br />without regard to its conflict of laws provisions.Exclusive jurisdiction for litigation of any dispute,controversy or
<br />Rev. 2018.01_210428
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