Laserfiche WebLink
continue using the Digital Service under the terms of the Agreement; or (ii) replace <br />or modify the Digital Service so it is non-infringing. If the foregoing options are <br />not reasonably practicable, Vera may terminate the Digital Services and refund to <br />Employer all prepaid fees attributable to the Digital Services for the remainder of <br />its SOF-1 Term and any extension thereof after the date of termination. This Section <br />8.8 is in addition to any other indemnity, defense or hold harmless obligation <br />elsewhere in the Agreement, except that this Section 8.8 represents Vera’s entire <br />obligation and Employer's exclusive remedy regarding any third-party intellectual <br />property claims relating to Digital Services. <br />8.9 Not Used. <br />8.10 Limitation of Liability. IN NO EVENT WILL EITHER OF THE PARTIES BE <br />LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, <br />SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION <br />DAMAGES FOR LOST REVENUE, PROFIT, BUSINESS USE OR DATA) <br />WITH RESPECT TO THE DIGITAL SERVICES, EVEN IF SUCH PARTY HAS <br />BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY <br />AMOUNTS IN EXCESS OF FIVE MILLION DOLLARS ($5,000,000.00). FOR <br />THE AVOIDANCE OF DOUBT, ANY FINES OR PENALTIES ASSESSED ON <br />A PARTY UNDER APPLICABLE LAW ARISING OUT OF THE OTHER <br />PARTY'S BREACH OF THE PROVISIONS OF THIS SOF-1 ARE DIRECT <br />DAMAGES. <br />8.11 No Double Recovery. For the avoidance of doubt, no provision of this SOF-1 shall <br />be construed to provide an indemnity or other recovery for any costs, damages, or <br />other amounts for which the damaged party has been fully compensated under any <br />other provision of this Agreement or under any action at law or equity. <br />IX.ADDITIONAL TERMS. <br />9.1 Order of Precedence. Should there be a discrepancy between the terms and <br />conditions of this SOF-1 and the terms and conditions of the Agreement, the terms <br />and conditions of this SOF-1 shall prevail. <br />9.2 Misc. Any revision to the terms of this SOF-1 will require a separate writing <br />mutually agreed to by the Parties. All other terms and conditions of the <br />Agreement shall remain unchanged and in full force and effect. This SOF-1 and <br />the Agreement constitute the complete and entire understanding of the Parties <br />with respect to the subject matter hereof. <br />[signature page to follow] <br />IN WITNESS WHEREOF, this SOF-1is entered into and becomes a binding part of the <br />Agreement as of the SOF – One Effective Date. <br />VERA WHOLE HEALTH, INC.