2002 S Register of Deeds - Software with American Cadastre, LLC (AmCad)

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s. 5.WARRANTY a. Scope of Warranty.Licensor warrants to Customer that for a period of one hundred eighty(180)days commencing upon acceptance date the Software will substantially comply with the specifications.During this warranty period, Licensor shall also provide Customer the support and maintenance services set forth in this agreement.After expiration of the warranty period,Licensor shall provide support and maintenance for the Software:pursuant to the terms of this agreement. b. Disclaimer of Any Other Warranty.THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR FURPOSE. 6. CHANGES TO AGREEMENT No changes shall be made to the terms and conditions contained herein other than by variation agreed to by both parties and comprised in a written variation hereof. 7. LIMITATIONS PERIOD No arbitration or other action under this Agreement,unless involving death or personal injury,may be brought by either party against the other more than one(1)year after the cause of action arises. 8. NO CONSEQUENTIAL DAMAGES Licensor shall not be liable to Customer for indirect,special,incidental,exemplary or consequential damages(including, without limitation,lost profits)related to this Agreement or resulting from Customer's use or ine.bility to use the Software, arising from any cause of action whatsoever,including contract,warranty,strict liability,or negligence,even if Licensor has been notified of the possibility of such damages. 9. LIMITATION ON RECOVERY Under no circumstances shall the liability of Licensor to Customer exceed the amounts paid by Customer to Licensor under this Agreement. 10. INDEMNIFICATION Licensor shall indemnify and hold harmless Customer from and against any claims,including reasonable legal fees and expenses,based upon infringement of any United States copyright or patent by the Software.Customer agrees to notify Licensor of any such claim promptly in writing and to allow Licensor to control the proceedings.Customer agrees to cooperate fully with Licensor during such proceedings.Licensor shall defend and settle at its sole expense all proceedings arising out of the foregoing.In the event of such infringement,Licensor may replace,in whole or in part,the Software with a substantially compatible and functionally equivalent computer program or modify the Software to avoid the infringement. 11.APPLICABLE LAWS This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina and each party thereto submits to the jurisdiction of the Courts of that State and any Courts which may hear appeals therefrom. 12. ENTIRE AGREEMENT This Agreement and the Cover Page and any variations subsequently made to the terms of this Agreement as provided herein, constitute the entire agreement between the parties in respect of the subject matter hereof and supersedes all proposals or prior agreements,whether oral or written,and all other communications between the parties relating to the subject matter of this Agreement. 13. NOTICES Any notice permitted or required under this Agreement shall be deemed given if in writing and personally served or sent by pre- paid registered or certified air mail,or by confirmed facsimile,addressed(or as either Party may direct otherwise in writing)to the parties on the Cover Page. Any notice given in accordance with this Clause shall be deemed to be received by and served upon the other party on the date such letter would in the ordinary course of post have reached such address or on the date such notice is served or left at the relevant address and in the case of facsimile shall be deemed to have been served on the day following the date of successful transmission. AmCad Proprietary and Confidential Information 3