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<br />
<br /> Limitation of Liability
<br />7.1 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS AND SUPPLIERS (INCLUDING THEIR
<br />DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
<br />SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR
<br />LOSS OF PROFITS, BUSINESS OPPORTUNITY, ANTICIPATED GOODWILL, REVENUE,
<br />DATA OR DATA USE, WHETHER FORESEEABLE OR NOT AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />SUCH DAMAGE.
<br />7.2 DIRECT DAMAGES. THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS AFFILIATES AND THEIR
<br />DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED
<br />TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER THE BONTERRA PRODUCT GIVING RISE TO THE LIABILITY DURING THE
<br />TWELVE‐MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (“ORDINARY CAP”).
<br />7.3 DATA SECURITY CLAIMS. NOTWITHSTANDING THE FOREGOING, BONTERRA AND ITS AFFILIATE’S AGGREGATE LIABILITY
<br />FOR A BREACH OF ITS OBLIGATIONS IN THE DATA SECURITY SECTION ABOVE INCLUDING THE DPA (“SECURITY BREACH”) AND A
<br />BREACH OF CONFIDENTIALITY DUE TO A SECURITY BREACH, THAT RESULTS IN THE UNAUTHORIZED DISCLOSURE OF CUSTOMER
<br />DATA BY BONTERRA, WILL NOT EXCEED TWO TIMES (2X) THE ORDINARY CAP WITH RESPECT TO THE BONTERRA PRODUCT GIVING
<br />RISE TO THE LIABILITY (“SUPER CAP”). IN NO EVENT WILL BONTERRA BE LIABLE FOR THE SAME EVENT UNDER THE ORDINARY
<br />CAP, THE EXCLUDED LIABILITIES AND THE SUPER CAP. SIMILARLY, THOSE CAPS WILL NOT BE CUMULATIVE; IF THERE ARE ONE
<br />OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE
<br />SHALL NOT EXCEED THE SUPER CAP.
<br />7.4 EXCLUDED LIABILITIES. NOTWITHSTANDING THE FOREGOING SECTIONS, LIABILITY IS NOT LIMITED FOR THE
<br />FOLLOWING: (A) EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) INFRINGEMENT OF THE OTHER PARTY’S
<br />INTELLECTUAL PROPERTY RIGHTS, (C) INTENTIONAL VIOLATION OF CONFIDENTIALITY, (D) UNPAID AMOUNTS OWED BY
<br />CUSTOMER, (D) BONTERRA’S LIABILITY FOR BONTERRA IP CLAIMS (THE “EXCLUDED LIABILITIES”).
<br /> Term and Termination
<br /> Term. The term of this Agreement will commence on the Effective Date and continue until terminated as set forth
<br />below. The initial term of each Order Form will begin on the Start Date of such Order Form and will continue for the subscription
<br />term set forth therein. The County Services Contract sets forth the termination.
<br /> Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order
<br />Forms then in effect. In addition, each party may also terminate this Agreement or the applicable Order Form upon written
<br />notice of termination (a) in the event the other party commits any material breach of this Agreement or the applicable Order
<br />Form (including any failure to make timely payments) and fails to remedy such breach within thirty (30) days after written notice
<br />of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings
<br />or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of a bankruptcy
<br />or similar proceeding that is not dismissed within sixty (60) days.
<br /> Survival. Upon expiration or termination of this Agreement, (a) all rights and obligations will immediately terminate
<br />except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the
<br />terms and conditions relating to payment of fees, proprietary rights and confidentiality, technology restrictions, disclaimers,
<br />indemnification, limitations of liability and termination and the general provisions below, and (b) each party will return or
<br />destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.
<br /> Customer Data Retrieval. Upon Customer’s written request made on or prior to expiration or termination of the
<br />applicable Order Form, Bonterra will give Customer limited access to the applicable Bonterra Product for a period of up to
<br />thirty (30) days after such expiration or termination, at no additional cost, solely for purposes of retrieving Customer Data.
<br />Subject to such retrieval period and Bonterra’s legal obligations, Bonterra has no obligation to maintain or provide any Customer
<br />Data and will, unless legally prohibited, delete Customer Data after such expiration or termination; provided, however, that
<br />Bonterra will not be required to remove copies of the Customer Data from its backup media and servers until such time as the
<br />backup copies are scheduled to be deleted; provided further that in all cases Bonterra will continue to protect the Customer
<br />Docusign Envelope ID: 53502A32-2113-4B4F-A111-EFACA6273E66
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