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Customer:Orange County, NC ReC211341755 <br />10.2.1.Customer Data,including any processing of Customer Data by or on behalf of ReCollect in accordance with <br />this Agreement; or <br />10.2.2.ReCollect's use of Customer Content in providing the Services in accordance with this Agreement. <br />10.3.Indemnification Procedure.Each party shall promptly notify the other party in writing of any Action for which such <br />party believes it is entitled to be indemnified under Section 10.1 or Section 10.2,as the case may be.The party <br />seeking indemnification (the "Indemnitee")shall cooperate with the other party (the "Indemnitor")at the Indemnitor's <br />sole cost and expense.The Indemnitor shall immediately take control of the defence and investigation of such Action <br />and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same,at the <br />Indemnitor's sole cost and expense.The Indemnitee's failure to perform any obligations under this Section 10.3 will <br />not relieve the Indemnitor of its obligations under this Section 10 except to the extent that the Indemnitor can <br />demonstrate that it has been materially prejudiced as a result of such failure.The Indemnitee may participate in and <br />observe the proceedings at its own cost and expense with counsel of its own choosing. <br />10.4.Mitigation.If any of the Services or ReCollect Materials are,or in ReCollect's opinion are likely to be,claimed to <br />infringe,misappropriate or otherwise violate any third-party's Intellectual Property rights,or if Customer's or any <br />User's use of the Services or ReCollect Materials is enjoined or threatened to be enjoined,ReCollect may,at its <br />option and sole cost and expense: <br />10.4.1.obtain the right for Customer to continue to use the Services and ReCollect Materials materially as <br />contemplated by this Agreement; <br />10.4.2.modify or replace the Services and ReCollect Materials,in whole or in part,to seek to make the Services <br />and ReCollect Materials (as so modified or replaced)non-infringing,while providing materially equivalent <br />features and functionality,in which case such modifications or replacements will constitute Services and <br />ReCollect Materials, as applicable, under this Agreement; or <br />10.4.3.by written notice to Customer,terminate this Agreement with respect to all or part of the Services and <br />ReCollect Materials,and require Customer to immediately cease any use of the Services and ReCollect <br />Materials or any specified part or feature thereof,provided that,if such termination occurs,Customer will be <br />entitled to a refund of any portion of the previously paid Fees attributable to the period following the date of <br />such termination. <br />10.5.THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RECOLLECT'S SOLE LIABILITY AND <br />OBLIGATION FOR ANY ACTUAL,THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY <br />SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND RECOLLECT MATERIALS)INFRINGES, <br />MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. <br />11.LIMITATION OF LIABILITY <br />11.1.MUTUAL LIMITATION OF LIABILITY.EXCEPT FOR BREACHES OF CONFIDENTIALITY AND INDEMNITY <br />OBLIGATIONS,NEITHER PARTY'S LIABILITY WITH RESPECT TO THIS AGREEMENT WILL EXCEED ONE <br />MILLION DOLLARS ($1,000,000).THE ABOVE LIMITATION APPLIES WHETHER AN ACTION IS UNDER <br />CONTRACT,TORT (INCLUDING WITHOUT LIMITATION,NEGLIGENCE AND STRICT LIABILITY),OR ANY <br />OTHER LEGAL THEORY. <br />11.2.EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES.IN NO EVENT SHALL EITHER PARTY BE LIABLE <br />FOR LOST PROFITS,LOST REVENUES,LOST SAVINGS,OR INCIDENTAL,CONSEQUENTIAL,INDIRECT, <br />PUNITIVE OR SPECIAL DAMAGES HOWSOEVER ARISING,INCLUDING WITHOUT LIMITATION ARISING OUT <br />OF THE OPERATION OF OR INABILITY TO OPERATE THE SERVICES OR THE RECOLLECT PLATFORM.IN <br />ADDITION,WITHOUT LIMITING THE FOREGOING,IN NO EVENT SHALL RECOLLECT HAVE ANY LIABILITY TO <br />THE CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY (INCLUDING DEATH)OR PROPERTY <br />DAMAGE ARISING FROM FAILURE OF THE RECOLLECT SERVICE TO DELIVER AN ELECTRONIC MESSAGE, <br />HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,EVEN IF RECOLLECT HAS BEEN ADVISED OF <br />THE POSSIBILITY OF SUCH DAMAGE. <br />RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 9 <br />DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57