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- 5 - <br /> <br /> <br />obligations. To the extent permitted by law, <br />BiblioCommons excludes all warranties outside of <br />those listed in Section 6.1. Unless otherwise required <br />by law, the Service and any software provided in <br />connection with the Service is provided by <br />BiblioCommons under this Agreement on an “as is” <br />basis. Except as otherwise stated in this Agreement, <br />BiblioCommons and its licensors make no (and hereby <br />disclaim all) warranties, representations and <br />conditions whatsoever (whether express or implied; <br />written or oral; arising by statute, operation of law or <br />otherwise) regarding the Service provided under this <br />Agreement, including without limitation, any implied <br />warranty or condition of merchantable quality, fitness <br />for a particular purpose, non-infringement or arising <br />from a course of dealing, title, usage of trade or course <br />of performance. Without limiting the generality of the <br />foregoing, while BiblioCommons will meet its service <br />and support obligations laid out in the Agreement, <br />BiblioCommons makes no warranty that the <br />operation of the Service will be error-free or that it <br />will produce a desired result beyond such obligations. <br /> <br />7. TERMINATION <br />7.1 Termination. Intentionally omitted. <br />7.2 Treatment of Patron-Contributed Data upon <br />Termination. <br />Both parties recognize and agree to adhere to North <br />Carolina’s public records law, set forth at Chapter 132 of <br />the North Carolina General Statutes. Vendor agrees to <br />indemnify and hold harmless County and its officers, <br />employees, and agents from all costs, damagers, and <br />expenses incurred in connection with refusing to disclose <br />any information. <br />In the event of a termination of this Agreement or should <br />a renewal agreement not be established after the Term (a <br />“Parting”), BiblioCommons shall provide at Subscriber’s <br />request and upon the payment of the cost-recovery fee set <br />forth in Schedule G, a transfer of all User-generated <br />bibliographic annotations for use by Subscriber in <br />association with an alternate service, provided by <br />Subscriber itself or by a third party, that adheres to the <br />Terms of Use and Privacy Statement. In addition, in the <br />event of a Parting, Subscriber agrees that BiblioCommons <br />will send a customer service communication, subject to <br />Subscriber approval which shall not be unreasonably <br />withheld, explaining the User’s options and their <br />implications through such transition, to all Users who <br />have: <br />(a) communicated or established connections with one <br />or more persons who are registered users of a <br />BiblioCommons service; <br />(b) initially approached the Service for registration <br />through a website that is not affiliated with Subscriber; <br />(c) subscribed to syndicated information from one or <br />more persons who are registered users of a <br />BiblioCommons service; or <br />(d) syndicated their information or content from <br />BiblioCommons to other websites. <br />Secure Personal Information on BiblioCommons servers <br />that is associated with Users who do not choose to <br />continue their participation in a BiblioCommons service <br />will be deactivated within ninety (90) days of a Parting. <br />8. LIMITATION OF LIABILITY <br />8.1 Limitations of Liability. <br />Except where a limitation of liability by a party is <br />excluded from operation by law, and except for any <br />claims of misappropriation of intellectual property and for <br />fees due under Article 3, in no event shall either Party be <br />liable for: (i) indirect, special, consequential, incidental or <br />punitive losses, damages or expenses or lost profits or <br />savings even if it has been advised of their possible <br />existence; or (ii) aggregate liability under this Agreement <br />to the other Party exceeding the aggregate amount of the <br />Fees paid by Subscriber to BiblioCommons during the 12 <br />month period immediately preceding the date of any such <br />claim. This limitation of liability extends to any alleged <br />liability arising under the law of contracts, torts, <br />negligence or any legal or equitable theory whatsoever. <br />9. GENERAL <br />9.1 Good Faith and Fair Dealing. <br />Each Party agrees that it shall, with respect to the other <br />Parties, and in all matters related to this Agreement, act in <br />good faith and in accordance with reasonable commercial <br />standards. <br />9.2 Publicity. <br />Each Party may issue a public statement or general <br />marketing communications announcing the relationship <br />under this Agreement without the prior written consent of <br />the other Party. For the sole purpose of marketing and <br />promoting the Service and for the Term of this Agreement <br />only, each Party hereby grants to the other Party the non- <br />exclusive non-transferable right to use and display such <br />party’s logos and trade-marks in the other Party’s <br />websites and marketing materials, subject to compliance <br />with the originating Party’s trade-mark guidelines <br />Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679