2019/01/23 Council Agenda Packet

4JJ JI f. Return Company Property Upon Termination. Upon termination of this agreement for any reason,Customer must pay Company for any unpaid amounts,and destroy or return all property of Company. Upon Company's request, Customer will confirm in writing its compliance with this destruction or return requirement. g. Suspension for Violations of Law. Company may temporarily suspend the Service or remove the applicable Customer Data,or both,if it in good faith believes that,as part of using the Service, Customer has violated a law,or activity under Customer's account threatens the safety,security and stability of the platform, network, or systems of Company or others. Company will attempt to contact Customer in advance. h. Termination of Trial Service. Any no cost Trial Service to which Customer has access can be terminated at any time by either party within fifteen(15)days' prior notice. S. LIABILITY LIMIT. a. Exclusion of indirect Damages. Company is not liable for any indirect,special, incidental or consequential damages arising out of or related to this agreement (including, without limitation,costs of delay;loss of or unauthorized access to data or information;and lost profits, revenue or anticipated cost savings),even if it knows of the possibility of such damage or loss or if the damage or loss is foreseeable. b. Total Limit on Liability. Company's total liability arising out of or related to this agreement (whether in contract,tort or otherwise)does not exceed the amount paid by Customer within the 12-month period prior to the event that gave rise to the liability. 9. INDEMNITY-'DEFENSE OF THIRD PARTY CLAIMS. a. By Company. Company will defend or settle any third-party claim against Customer to the extent that such claim alleges that Company technology used to provide the Service violates a copyright, patent,trademark or other intellectual property right, if Customer, promptly notifies Company of the claim in writing,cooperates with Company in the defense,and allows Company to solely control the defense or settlement of the claim. Costs. Company will pay infringement claim defense costs it incurs in defending Customer, and Company negotiated settlement amounts,and court awarded damages.Process.If such a claim appears likely,then Company may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Company determines that none of these are reasonably available,then Company may terminate the Service and refund any prepaid and unused fees.Exclusions. Company has no obligation for any claim arising from: Company's compliance with Customer's specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; use of Customer Data; or technology or aspects not provided by Company. This section contains Customer's exclusive remedies and COMPANY's sole liability for intellectual property infringement claims. 9