TrustLayer, Inc. 1/1/2023 - Laserfiche WebLink

11 CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATION OF EACH PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT APPLY TO LIABILITY RESULTING FROM, IN WHOLE OR IN PART, FROM ANY OF THE FOLLOWING: (i) DATA SECURITY BREACH BY COMPANY; (ii) FRAUD; OR (iii) WILLFUL MISCONDUCT. IN INSTANCES WHERE LIABILITY RESULTS FROM A DATA SECURITY BREACH, COMPANY’S MAXIMUM LIABILITY SHALL NOT EXCEED ONE MILLION AND 00/100 DOLLARS ($1,000,000). 7. Independent Contractors. The Company, and its Personnel, contractors and agents, in their performance under this Agreement, are acting as independent contractors and not as employees or agents of the Client. Under no circumstance will either party have the right or authority to enter into any contracts or assume any obligations for the other or to give any warranty or make any representation on behalf of the other. 8. MISCELLANEOUS TERMS 8.1. Assignment. The rights and obligations of the parties hereto may not be assigned or delegated. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assignees. 8.2. Governing Law; Jurisdiction Venue; Disputes. This Agreement is deemed to have been entered in the State of Washington, and its interpretation, construction, and the remedies for enforcement or breach are to be applied pursuant to, and in accordance with, the laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington. Venue and jurisdiction for any action or claim brought under this Agreement shall be in the courts with proper jurisdiction located in the State of Washington, and the parties expressly submit themselves to the personal jurisdiction of such courts. 8.3. Irreparable Harm. Each party acknowledges that any breach of its obligations with respect to Section 5 may cause the other party irreparable harm or injury for which there are inadequate remedies at law and that such other party may be entitled to equitable relief in addition to all other remedies available to it. Each party agrees that, if a court of competent jurisdiction determines that such party has breached, or attempted or threatened to breach, its obligations pursuant to Section 4, the other party will be entitled to obtain appropriate injunctive relief and other measures restraining further, attempted or threatened breaches of such obligations. Such relief or measures shall be in addition to, and not in lieu of, any other rights and remedies available to such aggrieved party. 8.4. Force Majeure. Neither Party shall not be liable to the other Party for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to a Force Majeure Event. A “Force Majeure Event” is any event beyond the control of the Party which occurs after the Effective Date and which was not