2018-133-E Tax - Spatialist GIS appraisal solutions

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DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 in writing of any breach of warranty. The remedies set out in this subsection are Customer's sole remedies for breach of the above warranties. 5.2 Professional Services Warranty. Spatialest warrants that any Professional Services provided hereunder shall be provided in a competent manner in accordance with any specifications set forth in the Sales Order or SOW (as the case may be), in all material respects. Spatialest further warrants that any Work Product provided pursuant to any Professional Services engagement shall comply, in all material respects, with the specifications set forth in the applicable Sales Order or SOW. If the Services are not performed as warranted or the Work Product does not so comply, then, upon Customer's written request, Spatialest shall promptly re- perform, or cause to be re- performed, such Professional Services, at no additional charge to Customer. Such warranties and other obligations shall only survive for thirty (30) days following the completion of the Professional Services or the delivery of each applicable portion of the Work Product, as the case may be (provided however, that if a Sales Order or SOW specifies that acceptance testing is applicable then such warranty shall survive for a period of thirty (30) days following Customer's acceptance of such Professional Services or Work Product). Such re- performance shall be Customer's exclusive remedy and Spatialest's sole liability for any such non - performance. If, however, after repeated efforts, Spatialest is unable to remedy such defect in any Professional Services or Work Product, then Customer's sole remedy and Spatialest's entire liability shall be to refund to Customer any amounts previously paid by Customer for the particular deficient portion of the Professional Services or Work Product. 5.3 No Other Warranty. SPATIALEST DOES NOT REPRESENT THAT THE SERVICES OR SOFTWARE WILL BE ERROR -FREE OR THAT THE SERVICES OR SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION 5 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SPATIALEST. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES AND SOFTWARE ARE ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES. 6. LIMITATION OF LIABILITY 6.1 Consequential Damage Waiver. Except as may arise out of either Party's breach of Section 4, neither Party will be liable to the other or any third party for loss of profits, or special, indirect, incidental, consequential or exemplary damages, including lost profits and costs, in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages. 6.2 Limitation of Liability. The total cumulative liability of Spatialest to Customer for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Services or Software fees paid by Customer to Spatialest under the Sales Order or SOW for the Services or Software which form the subject of the claim during the six (6) month period immediately preceding the event giving rise to the claim. The provisions of this Agreement allocate risks between the Parties. The pricing set forth in each Sales Order and SOW reflects this allocation of risk and the limitation of liability specified herein.