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Springshare License Agreement—Santa Ana Public Library (CA)6 of 8 LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED OVER THE PREVIOUS 12 MONTHS FROM LICENSEE FOR A LICENSE TO THE SOFTWARE.THIS LIMITATION OF LIABILITY SHALL NOTAPPLYTO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. SEVERABILITY: If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary and to the extent possible to make it enforceable. if any such provision held enforceable cannot be reformed, the remainder of this License shall remain in effect. COUNTERPARTS: This License may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same License. Delivery of an executed counterpart of a signature page to this License by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to this License. RELATIONSHIP OF THE PARTIES: Nothing contained in this License will be construed to (1) constitute the Parties as partners,joint venturers, co-owners, or otherwise as participants in a joint or common undertaking or (2) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with, or by reason of this Agreement. INSURANCE: Licensor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to City. Total cost of such insurance shall be borne by Licensor. MINIMUM SCOPE AND LIMIT OF INSURANCE Commercial General Liability (CGL): coverage shall be at least as broad as Insurance Services Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed Version 24004