06 - Laserfiche WebLink

THE PROFESSIONAL SERVICES OR ANY MATTER WHATSOEVER. IN PARTICULAR,ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. OPENCOUNTER DOES NOT WARRANT THAT CITY CONTENT INPUT INTO THE HOSTED SERVICE BY OPENCOUNTER WILL BE ACCURATE OR FREE OF ERRORS,(THE OPERATION OF THE HOSTED SERVICE WILL BE COMPLETELY SECURE, ERROR FREE OR UNINTERRUPTED,OR ALL ERRORS WILL BE CORRECTED. CITY ASSUMES ALL RISK OF DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE HOSTED SERVICE RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS TO ACCESS THE HOSTED SERVICE,AND OPENCOUNTER SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTION. 7. Limited Liability 1. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, OR FOR ANY COST OF COVER OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE OR WORK STOPPAGE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN,AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.OPENCOUNTER'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE,WHETHER BASED ON CONTRACT,WARRANTY,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES CITY HAS PAID TO OPENCOUNTER UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE(12)MONTHS,AND IF SUCH DAMAGES RESULT FROM OR RELATE TO CITY'S USE OR INABILITY TO USE THE HOSTED SERVICE, SUCH LIABILITY SHALL BE LIMITED TO THE FEES PAID BY CITY FOR THE COMPONENT OF THE HOSTED SERVICE GIVING RISE TO THE CLAIM IN THE SIX(6)MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.OPENCOUNTER SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DATA PROVIDED BY CITY. UNDER NO CIRCUMSTANCES SHALL OPENCOUNTER HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OF ANY CITY CONTENT THAT IS PUT INTO THE HOSTED SERVICES, WHETHER INPUT BY CITY, PERMIT APPLICANTS OR OPENCOUNTER, INCLUDING,WITHOUT LIMITATION, INACCURACIES IN CITY CONTENT INTRODUCED DURING THE INPUT BY OPENCOUNTER OF SUCH CITY CONTENT INTO THE HOSTED SERVICE.THE FOREGOING LIMITATION OF LIABILITY IS INDEPENDENT OF,AND SHALL NOT BE DEEMED TO MODIFY OPENCOUNTER'S OBLIGATION UNDER, ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT. 8. Miscellaneous I. Entire Agreement. This Agreement,together with any Exhibits completely and exclusively state the entire agreement of the parties regarding its subject matter, and supersedes,and its terms govern,all prior proposals,agreements,or other communications between the parties, oral or written, regarding such subject matter. H. Assignment. Neither this Agreement nor any rights or obligations of City hereunder may be assigned by City in whole or in part without the prior written consent of OpenCounter.Any assignment in violation of this Section 9.1 will be null and void.OpenCounter may assign this Agreement in its entirety to a successor in OpenCounter+Pleasanton,California Master Services Agreement 5