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<br />19 <br /> <br />those qualifications effectively for that purpose; <br /> <br />3. the Software used in connection with the performance of the <br />Services, does not infringe any Intellectual Property Right of any <br />third -party, or contain confidential or proprietary material <br />misappropriated by DocuPet from any third-party. The foregoing <br />warranty will not apply to the extent infringement is caused by (a ) <br />modifications of the Software or the Website by a party other than <br />DocuPet or its subcontractors, agents or representatives, (b ) the <br />combination of the Software with software or other items or <br />products not provided or recommended by DocuPet, or (c) designs, <br />specifications or instructions provided by or at the direction of the <br />Organization (as opposed to the manner in which such designs, <br />specifications or instructions are implemented by DocuPet). <br /> <br />ii. The Organization represents and warrants to DocuPet that this Agreement <br />is binding and enforceable in accordance with its terms under the Laws of <br />the jurisdiction in which the Organization is located. <br /> <br />b. Warranty Disclaimer <br /> <br />i. OTHER THAN AS PROVIDED IN THIS AGREEMENT, THERE ARE NO <br />EXPRESS WARRANTIES AND THERE ARE NO IMPLIED WARRANTIES, <br />INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND <br />FITNESS FOR A PARTICULAR PURPOSE. <br /> <br />c. Limitation of Liability <br /> <br />i. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, <br />EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL <br />DAMAGES OF THE OTHER PARTY ARISING UNDER OR IN <br />CONNECTION WITH THIS AGREEMENT, WHETHER BASED UPON <br />CONTRACT, TORT, BREACH OF WARRANTY OR ANY OTHER LEGAL OR <br />EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF <br />THE POSSIBILITY OF SUCH DAMAGES. <br /> <br />ii. TOTAL LIABILITY OF EITHER PARTY TO THE OTHER PARTY IN <br />CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR <br />IN TORT, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL <br />FEES PAID TO DOCUPET UNDER THIS AGREEMENT. THE LIMITATIONS <br />SET FORTH IN THIS SECTION 8(c ) SHALL NOT APPLY WITH RESPECT <br />TO: (A) DAMAGES OCCASIONED BY THE GROSS NEGLIGENCE OR <br />WILLFUL MISCONDUCT OF A PARTY, (B) DAMAGES OCCASIONED BY <br />THE IMPROPER OR WRONGFUL TERMINATION OF THIS AGREEMENT; <br />or (C) DAMAGES OCCASIONED BY A PARTY’S BREACH OF SECTION 6 . <br /> <br />9. TERMINATION <br /> <br />a. Either party may terminate this agreement at any time with ninety (90) days written