Orange County NC Website
Browse       Search
DocuSign Envelope ID: 79E3BFD4-30BE-4A79-9674-5A78DD593240 <br /> EXHIBIT 1 15 <br /> i <br /> i <br /> EXCEPT FOR A CLAIM FOR INDEMNIFICATION UNDER SECTION 7, THE TOTAL LIABILITY OF <br /> Simpleview HEREUNDER FOR ANY SERVICES NOT PROPERLY PERFORMED (INCLUDING ANY <br /> LIABILITY FOR NEGLIGENCE) SHALL BE LIMITED TO (a) PERFORMING THOSE SERVICES CORRECTLY, <br /> OR (b) IF SUCH PERFORMANCE IS IMPOSSIBLE, TO THE AMOUNT'S PAID TO Simpleview FOR THE <br /> SERVICES THAT WERE IMPROPERLY PERFORMED. IN NO EVENT SHALL Simpleview OR CLIENT BE <br /> LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, <br /> INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR <br /> REVENUES OF ANY KIND OR INCREASED COST OF OPERATIONS, EVEN IF THAT PARTY HAS BEEN <br /> ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <br /> 9. Term and Termination <br /> This Agreement shall be effective when signed by the Parties and thereafter shall remain in effect <br /> for three (3) years, unless earlier terminated as otherwise provided in this Agreement (the "Initial Term"). <br /> At the end of the Initial Term this Agreement shall renewal for additional terms of three (3) years unless <br /> Client provides sixty (60) days written notice of cancellation for each subsequent renewal term. <br /> Either party may terminate this Agreement if the other party breaches any of its representations, <br /> warranties or material obligations under this Agreement, and such breach is not cured within thirty (30) <br /> days of receipt of written notice specifying the breach. <br /> 10. Confidentiality <br /> Each party agrees that during the course of this Agreement, information that is identified as <br /> confidential or proprietary may be disclosed to the other party, including, but not limited to software, <br /> technical processes and formulas, source codes, product designs, sales, cost and other unpublished <br /> financial information, product and business plans, advertising revenues, usage rates, advertising <br /> relationships, projections, and marketing data ("Confidential Information"). The obligations with respect <br /> to any particular portion of Confidential Information shall terminate or shall not attach, as the case may <br /> be, when receiving party can demonstrate such information (a) is, as of the time of its disclosure, or <br /> thereafter becomes part of the public domain through a source other than the receiving party, (b) was <br /> 1 <br /> known to the receiving party as of the time of its disclosure, (c) is independently developed by <br /> individuals of the receiving party without access to the Confidential Information, or (d) is subsequently <br /> learned from a third party not under a confidentiality obligation to the providing party. Except as <br /> provided for in this Agreement, each party shall not make any disclosure of the Confidential Information <br /> to anyone other than its employees who have a need to know in connection with this Agreement. Each <br /> party shall notify its employees of their confidentiality obligations with respect to the Confidential <br /> Information and shall require its employees to comply with these obligations. The confidentiality <br /> obligations of each party and its employees shall survive the expiration or termination of this Agreement. <br /> Page 17 <br /> I <br />