2009-073 IT- Granicus Inc. - Service Agreement

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09{17/2009 21;21 9196443324 FINANCE PAGE 06 GRANICUS'S SERVICE+S, SOFTVIrARE A.NO IaELIVERAALES AItE FROVII]ED "AS IS" AND GRANICUS EXPRESSLY DISCLAIMS ANY AND AI,.L EXI'RESg pR IMPLIED WA,~1tRANTIES, INCLUDINCx k3UT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT Ok' THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. GRA.NICUS DOES NOT WAIt.RANT THAT ACCESS TO aR trsE OF ITS SOFTWARE OR SERVICES WILL BE UNI.NTERI2,i,TQTE~ OR ERROR FREE. IN TIE EVENT OF ANY INTERRUPTION, GR.ANIGUS'S SOLE (7BLIGATION SHALL BE TO U'SE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS. 7.3 L~tatxtatiott of Liabilities. TO THE MAXIMUM EXTENT PEItMI'I'TEI7 $Y APPLICABLE LAW, cJRANICUS AND ITS SUP1LIERS ANI7 LICENSORS SHALL NOT HE LIABLE FOR ANX INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEA,~LE OR NOT, INCLUDING BUT NOT LIMITED TO: THOSE ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; DAMAGES OR COSTS RELATING .TO THE LOSS OF: PROFITS UR. REVENUES, GOODWILL, DATA (INCLUDING LOSS OF USE OR OF DATA, LOSS OR INACCURACk' c7R CORRUPTION OF DATA}; OR COST OF PROCUREMENT OF sUBSTTi'UTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF AI7VISEx7 OF T'HE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF THE FAILURE OF ,~,,NY EXCLUSIVE REMEDY II~r NO EVENT wILI. GRANICUS'S AND TTS SUPPLIERS' AND LICENSORS' LIABILITY EXCEED TWO TIMES THE AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT REGARDLESS OE THE FORIvI OF 'I'I-IE CI.,A.IM (INCLUDING WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT CLAIM (INCLUDING NEGLIGENCE}, STATUTORY OR OTHERWISE). CONFII)ENTXA,L INFORMATION & OWNERSHIP. 8.1 Canfidentiality Obli atians. Each party agrees to keep confidential and xxot disclose to arty third party, arxd to use pz~ly fox purposes of, perfarrnirzg ar as otherwise permitted under this Agreement, any Confidential Information, The receiving party shall protect the CanEdeztiial Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each patty agrees not to disclose the Conftdential Iztfortxtation to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreeixtent and then only if such Representative is either subject to a written confidentiality agreernent oz otherwise subject to fiiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 8.2 Excebtions. The obligations of this Section 8 shall not apply with respect to any particular portion of the Ganfldential Infot'txtation if such confidential information is subject to production under North Carolina Public Records Laws OR if receiving party cant prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receivixg party's files at the tinge of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the tithe of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, pxovxded that the :reeeiviztg party shall (notify) the disclosing party in writing of .such required disclosure as soots as reasonably possible prior to such disclosure, (ii) ase its commercially reasonable effotts at its expense to cause such disclosed C;orafider~tial znfarznatiar~ to be treated by such governmental authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforts at its expense to obtain GRAtd1CU5, INC. $1zRV1Ct A~(3REEMENT S Version 4.0.1