|
Docusign Envelope U 4F71 IA08-6576-4765-950B-29AAF403F8AD
<br /> TM P(DwerDMS
<br /> C���� Digital Management Software
<br /> its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the
<br /> indemnifying party.
<br /> 15. Limitations of Liabilit_.
<br /> a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
<br /> EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
<br /> SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,
<br /> TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE,INCLUDING FOR ANY:(a)LOSS
<br /> OF PRODUCTION,USE,BUSINESS,REVENUE,OR PROFIT OR DIMINUTION IN VALUE;(b)IMPAIRMENT,
<br /> INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE,
<br /> CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF
<br /> REPLACEMENT GOODS OR SERVICES;(e)LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR
<br /> PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
<br /> SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE
<br /> ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
<br /> OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
<br /> REMEDY OF ITS ESSENTIAL PURPOSE.
<br /> b) CAP ON MONETARY LIABILITY.EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT
<br /> BE LAWFULLY EXCLUDED OR LIMITED,OR CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER
<br /> THIS AGREEMENT,THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS
<br /> AGAINST THE OTHER PARTY UNDER THIS AGREEMENT,WHETHER ARISING UNDER OR RELATED TO
<br /> BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,OR ANY OTHER LEGAL
<br /> OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY
<br /> RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH
<br /> PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY.THE
<br /> EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
<br /> 16. Reimbursement of Costs in Third Party Litigation.With respect to any litigation or other court proceeding involving Customer
<br /> and a third party,if any subpoena or other legally binding request related to such litigation or court proceeding is served to
<br /> NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness
<br /> in any capacity or provide testimony xith respect to Customer's documentation,Customer shall reimburse NEOOOV For its
<br /> out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV's reasonable
<br /> attorneys' fees.
<br /> 17. EOL Products.NEOGOV may,in its discretion,at certain times elect to discontinue development,distribution and/or support
<br /> of any Service or any elements or versions of any Service,and thereby designate such Service or elements or versions as end
<br /> of life("EOL"). In the event that NEOGOV elects to announce EOL for any Service,NEOGOV will provide six(6)months
<br /> prior notice. Customer will have a period of six(6)months after receipt of such notice to upgrade to the last commercially
<br /> available(non-EOL)version of the Service,if applicable,or otherwise following the expiration of such six{6}month period,
<br /> the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining
<br /> term of the Service. During the 6-month notice period,Customer may continue exercising all of the rights set forth in this
<br /> Agreement with respect to such EOL Service.
<br /> 18. Text Messa a Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job
<br /> application or hiring process reminders,applicant status updates,or other human resource related notices. Since these text
<br /> message services depend on the functionality of third-party providers,there may be technical delays on the part of those
<br /> providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate
<br /> information,but cannot guarantee the delivery,timeliness,or accuracy of the content of any alert.NEOGOV shall not be liable
<br /> for any delays,failure to deliver,or misdirected delivery of any alert;for any errors in the content of an alert;or for any actions
<br /> taken or not taken by you or any third party in reliance on an alert.NEOGOV cannot vouch for the technical capabilities of
<br /> any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be
<br /> responsible for your use of such features,and you shall indemnify NEOGOV with respect to any damages resulting from your
<br /> use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR
<br /> REPRESENTATIONS OF ANY KIND,EXPRESS, STATUTORY,OR IMPLIED AS TO: (a) THE AVAILABILITY OF
<br /> TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE
<br /> TELECOMMUNICATION IASE OF INFORMATION THIRD PARTIES
<br /> FAILURE TO TRANSMIT ANY DATA,COMMUNICATIONS,OR SETTINGS WITH THE SERVICES.
<br /> 8
<br />
|