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General terms <br /> 2.1 Intellectual Property Rights <br /> The Service Provider agrees to grant to the Buyer a non-exclusive, irrevocable, <br /> royalty free license to use, copy and modify any elements of the Material not <br /> specifically created for the Buyer as part of the Services. In respect of the <br /> Material specifically created for the Buyer as part of the Services, the Service <br /> Provider assigns the full title guarantee to the Buyer and any all the copyright, <br /> other intellectual property rights and any other data or material used or <br /> subsisting in the Material whether finished or unfinished. If any third party <br /> intellectual property rights are used in the Material the Service Provider shall <br /> ensure that it has secured all necessary consents and approvals to use such third <br /> party intellectual property rights for the Service Provider and the Buyer. For the <br /> purposes of this Clause 2.1, "Material" shall mean the materials, in <br /> whatever form, used by the Service Provider to provide the Services and the <br /> products, systems, programs or processes, in whatever form, produced by the <br /> Service Provider pursuant to this Agreement. <br /> 2.2 Warranty <br /> a. The Service Provider represents and warrants that: <br /> i.it will perform the Services with reasonable care and skill; <br /> and <br /> ii.the Services and the Materials provided by the Service <br /> Provider to the Buyer under this Agreement will not infringe <br /> or violate any intellectual property rights or other right of any <br /> third party. <br /> 2.3 Limitation of liability <br /> b. Subject to the Buyer's obligation to pay the Price to the Service <br /> Provider, either party's liability in contract, tort or otherwise <br /> (including negligence) arising directly out of or in connection with this <br /> Agreement or the performance or observance of its obligations under <br /> this Agreement and every applicable part of it shall be limited in <br /> aggregate to the Price. <br /> c. To the extent it is lawful to exclude the following heads of loss <br /> and subject to the Buyer's obligation to pay the Price, in no event <br /> shall either party be liable for any loss of profits, goodwill, loss of <br /> business, loss of data or any other indirect or consequential loss or <br /> damage whatsoever. <br /> d. Nothing in this Clause 2.3 will serve to limit or exclude either <br /> Party's liability for death or personal injury arising from its own <br /> negligence. <br /> ©2021 Key Code Media,Inc. <br /> City of Everett I Support Services I February 26th,2021 Page 5 <br />