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| SOFTWARE AS A SERVICE AGREEMENT <br />| Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 4 <br />d) Upon request, within thirty (30) days of the date of termination of this Agreement by either Party, <br />Northwoods will make Your Data available to You. After the thirty (30) day period, Northwoods will have no <br />obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in <br />Northwoods’ possession or control, unless legally prohibited. <br /> <br />14) Warranties. <br />a) Each party represents and warrants that it has the legal power to enter into this Agreement. Northwoods <br />warrants: (i) the Software will substantially conform in all material respects with the applicable <br />Documentation; (ii) Northwoods further represents and warrants that it has all rights required to provide the <br />Software to You and that to the best of Northwoods’ knowledge the Software does not infringe upon or <br />violate the United States patent rights of any third party or the copyright or trade secret right of any third <br />party; and (iii) the functionality of the Software will not be decreased from that available as of the Effective <br />Date. <br />b) If any modifications, additions, or alterations of any kind or nature are made to the Software by You or <br />anyone acting with Your consent or under Your direction, all warranties will immediately terminate. <br />c) NORTHWOODS HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED <br />OR STATUTORY, WHETHER IN RELATION TO THE SOFTWARE, HARDWARE, OR THE PROVISION OF ANY <br />SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF <br />MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY TRADE USAGE OR COURSE OF <br />DEALING. <br /> <br />15) Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR <br />RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS <br />PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING <br />OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE <br />LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF <br />LIABILITY. In no event shall either Party be liable for any special, incidental, punitive, indirect, or consequential <br />damages whatsoever arising out of or in any way related to the Software or Services even if Northwoods has been <br />advised of the possibility of such damages. <br /> <br />16) Indemnification. <br />a) Cyber/Security Breach Indemnification. In the event of any claim by a third party against You (the “Cyber <br />Claim”), alleging that You and/or Northwoods caused a breach of the security, confidentiality, or integrity of <br />Your Data, You will notify Northwoods of the Cyber Claim in writing within five (5) business da ys of the <br />receipt of the Cyber Claim and tender sole control of the Cyber Claim to Northwoods and/or its insurer(s) and <br />Northwoods will defend such Cyber Claim in Your name at Northwoods’ expense, and will indemnify You <br />against any liability actually paid by You, including but not limited to reasonable attorneys’ fees and <br />disbursements arising out of such Cyber Claim, to the extent that Northwoods’ insurance policies provide <br />coverage for such indemnification obligation. Northwoods’ indemnification obligati on set forth in this section <br />is strictly limited to the coverage afforded such indemnification obligation pursuant to the terms of <br />Northwoods’ insurance policies. In the event such a breach is found, then Northwoods may terminate this <br />Agreement. Notwithstanding the foregoing, Northwoods shall have no obligation to defend or indemnify <br />You, and Northwoods will be defended and indemnified by You with respect to any Cyber Claim, to the extent <br />that the Cyber Claim is based upon the sole negligence or willful misconduct of You. If You and Northwoods <br />are both at fault in connection with the data breach, Northwoods’ obligation to defend and indemnify shall <br />be limited and proportional to the parties’ relative fault. <br />b) IP Indemnification. In the event of any claim by a third party against You (the “IP Claim”), alleging that the <br />use of the Northwoods Software infringes upon any intellectual property rights of such third party, You will <br />DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22