Accela
<br /> 4. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information disclosed by a
<br /> one party to this Agreement to the other party of this Agreement whether orally or in writing, that is designated as
<br /> confidential or that reasonably should be understood to be confidential given the nature of the information and the
<br /> circumstances of disclosure. However, Confidential Information will not include any information that (i) is or becomes
<br /> generally known to the public without breach of any obligation owed to the disclosing party, (ii) was known to the
<br /> receiving party prior to its disclosure without breach of any obligation owed to the disclosing party, (iii) is received
<br /> without restriction from a third party without breach of any obligation owed to the disclosing party, or (iv) was
<br /> independently developed by the receiving party. Each party will use the same degree of care that it uses to protect the
<br /> confidentiality of its own confidential information of like kind (but in no event less than reasonable care)not to disclose or
<br /> use any Confidential Information except as permitted herein, and (ii)will limit access to Confidential Information to those
<br /> of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are
<br /> bound to protect such Confidential Information consistent with this Agreement. The receiving party may disclose
<br /> Confidential Information if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior
<br /> notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's
<br /> request and cost,to contest,limit,or protect the disclosure.
<br /> 5.WARRANTIES AND DISCLAIMERS.
<br /> 5.1 Accela Software Warranty. Accela warrants that during the first (90) days following the delivery of the Software,
<br /> the Software shall materially perform in accordance with the applicable Documentation. Customer's sole and exclusive
<br /> remedy and Accela's entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable
<br /> efforts to (a) repair the Software in question; (b) replace the Software in question with that of substantially similar
<br /> functionality; or, after making all commercially reasonable attempts to do the foregoing (c) terminate the applicable
<br /> Software license and refund the fees paid for such Software subject to Customer's ceasing all use of and, if requested by
<br /> Accela, returning to Accela all copies of the Software. If Accela repairs or replaces the Software, the warranty will
<br /> continue to run from the original delivery date and not from Customer's receipt of the repair or replacement. The
<br /> remedies set forth in this Section 5.1 are Customer's sole remedies and Accela's sole liability under the limited warranty
<br /> set forth in this Section 5. The foregoing does not apply and become null and void if Customer breaches any material
<br /> provision of this Agreement,or if Customer, any Authorized User, or any other person provided access to the Software by
<br /> Customer or any Authorized User, whether or not in violation of this Agreement: (i) installs or uses the Software on or in
<br /> connection with any hardware or software not specified in the Documentation;(ii) modifies or damages the Software;or
<br /> (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly
<br /> authorized by Accela in writing.
<br /> 5.2 Consulting Services. For ninety(90)days from the applicable delivery,Accela warrants that Consulting Services shall
<br /> be performed in a professional and workmanlike manner. As Customer's sole and exclusive remedy and Accela's entire
<br /> liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to (a) re-perform the
<br /> Consulting Services in a compliant manner; or, after making all commercially reasonable attempts to do the foregoing(b)
<br /> refund the fees paid for the non-compliant Consulting Services.
<br /> 5.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO ANY WARRANTY OF ANY KIND,
<br /> WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,
<br /> INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
<br /> INFRINGEMENT,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
<br /> 5.4 Cannabis-Related Activities. If Customers purchases any Software for use with any cannabis related activities, the
<br /> following additional disclaimers shall apply: Accela is considered a software service provider to its customers and not a
<br /> cannabis-related business or agent thereof. In addition to the foregoing, Accela only retains Software fees of this
<br /> Agreement from its Customer for general software services, a state or local government agency, and does not retain
<br /> these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law compliant
<br /> services, which may be coordinated and facilitated through the use of the Software. Accela makes no representations,
<br /> promises, or warranties with respect to the legality, suitability, or otherwise regarding any third-party provider, including
<br /> partners,and have no responsibility or liability with respect to services provided to Customer by such thirdparties.
<br /> 6. INDEMNIFICATION. Accela will defend (or at Accela's option, settle) any third-party claim, suit or action brought
<br /> against Customer to the extent that it is based upon a claim that the Software, , as furnished by Accela hereunder,
<br /> infringes or misappropriates the Intellectual Property Rights of any third-party, and will pay any costs, damages and
<br /> reasonable attorneys' fees attributable to such claim that are finally awarded against Customer, provided that Customer
<br /> provides (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit Accela to
<br /> respond to such claim,(b)reasonable cooperation to Customer, at Accela's expense, in the defense and/or settlement of
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