2021-649-E-IT Dept-Geopliant-Software Maintenance

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00631494-4 5 Crisis Track License and Service Agreement GEOPLIANT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE LICENSED SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES (EXCEPT AS EXPRESSLY SET FORTH IN THE MATERIALS), OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; AND (II) WE DO NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR IMMATERIAL INTERRUPTION. YOU AGREE THAT GEOPLIANT HAS NO LIABILITY WITH RESPECT TO YOUR USE OF THE SOFTWARE OR YOUR RELIANCE THEREON AND IN NO EVENT SHALL GEOPLIANT BE LIABLE FOR INCOMPLETE OR INACCURATE DATA CONTAINED IN THE SOFTWARE. c) Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface. You must obtain prior authorization by Us if you use Services in public websites. You may be restricted on the number of page views by visitors to those websites. 11. RESPONSIBILITY OF THE PARTIES Geopliant agrees that it shall be responsible for its agents’ and employees’ acts and omissions within the scope of their duties under this Agreement which cause injury to persons or property, subject to the limitations of this Agreement. Customer shall be responsible for its agents’ and employees’ acts and omissions within the scope of their duties which cause injury to persons or property. Nothing herein shall be deemed as a waiver of sovereign immunity or other defense available to the Customer or Geopliant. 12. LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY LAW AND WITHOUT WAIVER OF SOVEREIGN IMMUNITY, IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE MILLION DOLLARS. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 12, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. 13. TERM AND TERMINATION a) Effect of Termination. The expiration or termination of this Agreement, for any reason, shall not release either party from any liability to the other party, including any payment obligation, that has already accrued hereunder. On the expiration or termination of this Agreement, for any reason, the Customer shall immediately discontinue use of the Licensed Software. b) Survival. The provisions of Sections 4, 10, 11, 12, 13, and 14(f) shall survive the expiration or earlier termination of this Agreement for any reason. 14. MISCELLANEOUS a) Amendment. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party to this Agreement. Notwithstanding the foregoing, We may amend the Website Terms of Use and Privacy Policy at any time by posting a new version at the Website. b) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. c) Force Majeure. Excepting only Customer's payment obligations under this Agreement, neither party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to any cause beyond its reasonable control, including strikes, labor DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C