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<br />Page 5
<br /> Public Sector SaaS Rev. U (Issued 02.02.2022)
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<br />Services may remain active for thirty (30) days solely for purpose of our record keeping (the “Expiration Period”). If You
<br />continue to access or use the Services following the Expiration Period, then Your continued use will renew the Agreement under
<br />the same terms and conditions, subject to any annual price adjustments.
<br />5.2 Termination for Cause. Either Party may terminate this Agreement, effective upon written notice to the other Party (the
<br />“Defaulting Party”), if the Defaulting Party materially breaches this Agreement, and that breach is incapable of cure, or with
<br />respect to a material breach capable of cure, and the Defaulting Party does not cure the breach within thirty (30) days after
<br />receipt of written notice of the breach. If You terminate this Agreement due to Our material breach, then We will return an amount
<br />equal to the pro-rated fees already paid for the balance of the term as of the date of termination as Your only r emedy.
<br />5.3. Notice. All required notices by either Party shall be given by email, personal delivery (including reputable courier service),
<br />fees prepaid, or by sending the notice by registered or certified mail return receipt requested, postage prepaid, and addressed
<br />as set forth in Schedule A. Such notices shall be deemed to have been given and delivered upon receipt or attempted delivery
<br />(if receipt is refused), as the case may be, and the date of receipt identified by the applicable postal service on any return receipt
<br />card shall be conclusive evidence of receipt. Notices and other communications sent by e-mail shall be deemed received upon
<br />the sender's receipt of an acknowledgment from the recipient (such as by the "return receipt requested" function , as available,
<br />return e-mail or other written acknowledgment). Either Party, by written notice to the other as described above, may alter its
<br />address for written notices.
<br />6. MUTUAL WARRANTIES AND DISCLAIMER.
<br />6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly
<br />organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its
<br />incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and
<br />grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the acceptance
<br />of this Agreement has been duly authorized by all necessary corporate or organizational action ; and (d) when executed and
<br />delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of each Party, enforceable against
<br />each Party in accordance with its terms.
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<br />6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY
<br />KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
<br />APPLICABLE LAW. WE DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR
<br />FREE. THE SERVICES AND ASSOCIATED DOCUMENTATION ARE PROVIDED “AS IS,” AND WE PROVIDE NO OTHER
<br />EXPRESS, IMPLIED, STATUTORY, OR OTHER W ARRANTIES REGARDING THE SERVICES OR ASSOCIATED
<br />DOCUMENTATION.
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<br />6.3. Disclaimer of Third-Party Content. If You upload third-party content to our platform or Services, the third- party content
<br />providers are responsible for ensuring their content is accurate and compliant with national and international laws. We are not
<br />and shall not be held responsible or liable for any third-party content You provide or Your use of that third-party content. THERE
<br />IS NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIRD PARTY CONTENT
<br />ACCESSIBLE THROUGH THE SERVICES.
<br />
<br />6.4 None of our employees, marketing partners, resellers, or agents are authorized to make any warranty other than the
<br />Warranties stated in this Agreement. The provisions in any specification, brochure, or chart are descriptive only and are no t
<br />warranties.
<br />7. LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS RELATED TO VIOLATION OF INTELLECTUAL PROPERTY RIGHTS,
<br />GROSS NEGLIGENCE, FRAUD, OR WILFULL MISCONDUCT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
<br />THE OTHER PARTY, ANY AFFILIATE, THIRD-PARTY, OR YOUR USERS, WHETHER IN CONTRACT, WARRANTY, TORT
<br />(INCLUDING NEGLIGENCE) OR OTHERWISE, FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
<br />(INCLUDING LOST PROFITS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND (B) IF YOU HAVE
<br />ANY BASIS FOR RECOVERING DAMAGES (INCLUDING FOR BREACH OF THIS AGREEMENT), YOU AGREE THAT YOUR
<br />EXCLUSIVE REMEDY WILL BE TO RECOVER DIRECT DAMAGES FROM US, UP TO AN AMOUNT EQUAL TO THE TOTAL
<br />FEES ALREADY PAID TO US FOR THE PRECEDING TWELVE (12) MONTHS.
<br />7.1.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM,
<br />UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, ANY AFFILIATE, ANY THIRD PARTY OR YOUR USERS
<br />FOR ANY CLAIM, CAUSE OF ACTION, DEMAND, LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING
<br />OUT OF OR RELATING TO PERSONAL INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON
<br />THE CONTENT OF THE COURSES OR SERVICES. YOU, YOUR AFFILIATES, EMPLOYEES, CONTRACTORS, AGENTS,
<br />USERS, AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AND SERVICES AT YOUR OWN RISK.
<br />SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES SO,
<br />SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY
<br />TO YOU.
<br />8. OBLIGATIONS OF BOTH PARTIES.
<br />DocuSign Envelope ID: 17FA3D0B-87FA-44D0-9E7F-AAF3F5BFACF4
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