Cayenta 10/2/19 - Laserfiche WebLink

OR CONDITIONS REGARDING THE SERVICES AND ANY MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING,BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY,DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES SHALL MEET ANY OR ALL OF THE ORGANIZATION'S PARTICULAR REQUIREMENTS.NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS. 5. Termination (a) Termination. This Agreement may be terminated as follows: i. The Organization may terminate this Agreement at any time effective upon 90 ninety days prior written notice to Harris. ii. In addition to any other rights and remedies available to it,either party may immediately terminate this Agreement in the event of material breach by the other party of its obligations hereunder that is not cured within thirty(30)days of receipt of written notice from the other party to that effect; iii. If Organization has failed to pay the Fees or other amounts due,then Harris shall have the right to terminate this Agreement effective immediately upon written notice to Organization that effect; and iv. Either party may terminate this Agreement effective immediately upon written notice to the other patty if the other party: (i)becomes insolvent;(ii)becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary,which is not resolved favorably to the subject party within ninety(90)days of commencement thereof; or(iii)becomes subject to property seizure under court order,court injunction or other court order which has a material adverse effect on its ability to perform hereunder. (b) Effects of Termination. In the event of termination of this Agreement: i. Organization shall immediately pay all outstanding Fees and other amounts owing to Harris under this Agreement; and ii. Organization agrees that Harris shall have the right to access and delete all Harris Tools installed on Organization's equipment. 6. Limitation of Liability TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HARRIS,ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS,OFFICERS, EMPLOYEES AND SHAREHOLDERS'ENTIRE LIABILITY AND ORGANIZATION'S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY HARRIS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION,WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH,NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT THAT IS EQUAL TO THE FEES PAID TO HARRIS BY THE ORGANIZATION UNDER THIS AGREEMENT. PSA between Cayenta and City of Everett 3 08/08/2018