Laserfiche WebLink
7 <br /> requirements; (ii) that the operation of the Software will operate error free or uninterrupted; or (iii) all <br /> programming errors in the Software can be found in order to be corrected. <br /> 9. Indemnity Trapeze will defend Licensee in respect of any claims brought against Licensee by a third <br /> party based on the claim that the Software infringes the intellectual property rights of that third party. Trapeze will <br /> pay any award rendered against Licensee by a court of competent jurisdiction in such action,provided that Licensee <br /> gives Trapeze prompt notice of the claim and Trapeze is permitted to have full control of any defense. If all or any <br /> part of the Software becomes,or in Trapeze's opinion is likely to become,the subject of such a claim,Trapeze may <br /> either modify the Software to make it non-infringing or terminate this Agreement as it relates to the infringing <br /> portion of the Software.This is Trapeze's entire liability concerning intellectual property infringement. Trapeze will <br /> not be liable for any infringement or claim based upon any modification of the Software developed by Licensee, or <br /> use of the Software in combination with software or other technology not supplied or approved in advance by <br /> Trapeze,or use of the Software contrary to this Agreement or the Documentation. <br /> l0. Exclusion of Liability <br /> a) Trapeze and Licensee do not rely on and will have no remedy arising from any statement, representation, <br /> warranty or understanding(whether negligently or innocently made)of any person(whether party to this Agreement <br /> or not) other than as expressly set out in this Agreement. The only remedy available to Licensee for breach of <br /> warranty is for breach of contract under the terms of this Agreement.This does not preclude a claim for fraud. <br /> b) Trapeze will use reasonable measures customary in the industry for privacy, security,authenticity and non- <br /> corruption of data with respect to its servers, computer system and connection to the internet. Trapeze does not <br /> guarantee the privacy,security, authenticity or non-corruption of any information transmitted through the internes or <br /> any information stored in any system connected to the internet. Trapeze shall not be responsible for any claims, <br /> damages, costs or losses whatsoever arising out of or in any way related to Licensee's connection to or use of the <br /> internes. For example, Trapeze shall not be liable for a third party's hack of or through the City's intemet <br /> connection or an internes node. <br /> c) Trapeze will not be liable to Licensee or any third party for any claims, expenses, damages, costs or losses <br /> whatsoever arising out of or in any way related to: <br /> (i) Licensee's use of map or geographical data, owned by Licensee or any third party, in conjunction with <br /> the Software or otherwise;or <br /> (ii)Licensee's use of the Software insofar as such Software may be used to store,transmit,display,disclose <br /> or otherwise use data or information which is considered private, confidential, proprietary or otherwise <br /> exempt from public disclosure under applicable law. <br /> (d) Trapeze's entire liability and responsibility for any claims, damages, costs or losses whatsoever arising <br /> either jointly or solely from or in connection with this Agreement or the Software Maintenance Agreement, or the <br /> use of the Software (whether or not in the manner permitted by this Agreement), including claims for breach of <br /> contract,tort,misrepresentation,or otherwise,or the development,modification or maintenance of the Software will <br /> be absolutely limited to the amount of the license fees paid by Licensee. <br /> (e) Trapeze will not be liable to the Licensee or any third party for losses or damages suffered by Licensee or <br /> any third party which fall within the following categories: <br /> i) incidental or consequential damages,whether foreseeable or not; <br /> ii) special damages even if Trapeze was aware of circumstances in which special damages could arise; <br /> iii) loss of profits,anticipated savings,business opportunity,goodwill,or loss of information of any kind. <br /> (f) Paragraphs(d)and(e)do not apply to claims arising out of death or personal injury caused by either party's <br /> gross negligence or fraudulent misrepresentation. <br /> Everett/INFO/License Page 4 of 8 <br /> 41 <br />