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each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its
<br /> possession.
<br /> 7.3 All sections of this Agreement which by their nature should survive termination will survive termination, including,without limitation,
<br /> accrued rights to payment, confidentiality obligations,warranty disclaimers, and limitations of liability.
<br /> 8. WARRANTY AND DISCLAIMER
<br /> 8.1 OpenGov represents and warrants that:(i)it has all right and authority necessary to enter into and perform this Agreement;and(ii)
<br /> the Software Services shall be performed in a professional and workmanlike manner in accordance with generally prevailing industry
<br /> standards.
<br /> 8.2 Customer represents and warrants that(i) it has all right and authority necessary to enter into and perform this Agreement; (ii) it
<br /> owns all right,title, and interest in and to all data provided to OpenGov for use in and in connection with this Agreement, or possesses
<br /> the necessary authorization thereto; and(iii)OpenGov's use of such materials in connection with the Software Services will not violate
<br /> the rights of any third party.
<br /> 8.3 OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR
<br /> DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES.
<br /> EXCEPT AS SET FORTH IN THIS SECTION 8,THE SOFTWARE SERVICES ARE PROVIDED"AS IS"AND OPENGOV DISCLAIMS
<br /> ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY,
<br /> TITLE, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT.
<br /> 9. LIMITATION OF LIABILITY. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
<br /> CONTRACTORS AND EMPLOYEES,SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
<br /> AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY,OR OTHER
<br /> THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF
<br /> PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
<br /> PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S
<br /> REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN
<br /> NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY
<br /> WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV (OR, IN THE CASE OF
<br /> CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT
<br /> THAT GAVE RISE TO THE LIABILITY.
<br /> 10. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the
<br /> applicable Software Agreement. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in
<br /> performance of any part of this Agreement,other than payment obligations,due to any act of god, act of governmental authority,or due
<br /> to war, riot, labor difficulty, failure of performance by any third party service, utilities, or equipment provider,or any other cause beyond
<br /> the reasonable control of the party delayed or prevented from performing. OpenGov shall have the right to use and display Customer's
<br /> logos and trade names for marketing and promotional purposes in connection with OpenGov's website and marketing materials,subject
<br /> to Customer's trademark usage guidelines(as provided to OpenGov). If any provision of this Agreement is found to be unenforceable
<br /> or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in
<br /> full force and effect and enforceable. This Agreement is not assignable or transferable by either party without the other party's prior
<br /> written consent, provided however that either party may assign this Agreement to a successor to all or substantially all of its business
<br /> or assets. This Agreement(including the Software Agreement) is the complete and exclusive statement of the mutual understanding
<br /> of the parties and supersedes and cancels all previous written and oral agreements,communications,and other understandings relating
<br /> to the subject matter of this Agreement,and that all waivers and modifications must be in a writing signed by both parties. No agency,
<br /> partnership,joint venture,or employment is created as a result of this Agreement and neither party has any authority of any kind to bind
<br /> the other party in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled
<br /> to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given
<br /> when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is
<br /> sent, if sent for next day delivery by recognized overnight delivery service;and upon receipt, if sent by certified or registered mail,return
<br /> receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws
<br /> provisions.
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