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r <br /> c) Trapeze will not he liable to Customer 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) Customer's use of map or geographical data,owned by Customer or any third party,in conjunction with <br /> the System or otherwise;or <br /> (ii) Customer's use of the System insofar as the System may be used to store, transmit,display,disclose or <br /> otherwise use data or information which is considered private, confidential, proprietary or otherwise <br /> exempt from public disclosure under applicable law. <br /> (d) Subject to Paragraphs 11 and 12(f),Trapeze's liability and responsibility for any claims, damages, costs or <br /> losses whatsoever arising either jointly or solely from or in connection with this Agreement or the use of the System <br /> (whether or not in the manner permitted by this Agreement), including claims for breach of contract, tort, <br /> misrepresentation, or otherwise, will be absolutely limited to the license fees paid for the product that is the subject <br /> of the dispute,or,in the case of services,limited to the total amount of services that is the subject of the dispute,or, <br /> in the event of maintenance disputes,limited to the annual maintenance fees paid to Trapeze for the year in which <br /> the dispute arises. In no event shall Trapeze be liable for greater than$307,240. <br /> (e) Trapeze will not be liable to the Customer or any third party for losses or damages suffered by Customer 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 parry's <br /> gross negligence or fraudulent misrepresentation. <br /> 13. Termination <br /> (a) This Agreement will remain in effect until terminated. <br /> (b) Either party has the right to terminate this Agreement if the other party fails to perform any obligations <br /> hereunder, and if such default has not be cured within thirty(30)days after receipt of notice of default. <br /> (c) Either party may terminate this Agreement by written notice if the other party becomes insolvent or <br /> bankrupt. <br /> (d) The obligations of each parting pertaining to Confidential Information and taxes shall survive the <br /> termination of this Agreement. <br /> (e) If Customer develops software that is competitive with the Trapeze Software,or Customer is acquired by or <br /> acquires an interest in a competitor of Trapeze, Trapeze shall have the right to terminate this Agreement <br /> immediately. <br /> (f) If this Agreement is terminated, Customer will immediately return to Trapeze all copies of the Trapeze <br /> Software and the Documentation and any other materials provided to Customer pursuant to this Agreement which <br /> have not been paid for in full, and will certify in writing to Trapeze that all copies or partial copies of the Trapeze <br /> Software, the Documentation and such other materials have been returned to Trapeze. In the event of termination, <br /> Trapeze will be entitled to retain all fees paid by Customer for all license fees, service fees and expenses related to <br /> services or deliverables provided up to the termination date. <br /> City of Everett <br /> Everett,Washington Page 7 of 20 2009 <br /> Trapeze Proprietary and Confidential <br /> 20 <br />