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G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow
<br />Program and Meeting Video Streaming/Archiving
<br />7.5. Survival. All rights granted hereunder shall terminate the latter of the termination or expiration date of this
<br />Agreement, or each Order, SOW or Exhibit. The provisions of this Agreement with respect to warranties,
<br />liability, and confidentiality shall survive termination of this Agreement and continue in full force and effect.
<br />8. Limitation of Liability
<br />8.1. EXCLUSION OF CONSEQUENTIONAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS
<br />BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN
<br />ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR
<br />OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF
<br />PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECH NOLOGY; (C) L055 OF BUSINESS; (D) DAMAGES
<br />ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
<br />TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS
<br />HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES,
<br />8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT
<br />DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES
<br />PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY
<br />PROCEEDING THE DATE THE DAMAGED PARTY NOTIFI ES THE OTHER PARTY IN WRITING OF THE CLAIM FOR
<br />DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN
<br />CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
<br />THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT O BLIGATIO INS UNDER SECTION 4 ABOVE.
<br />9. Indemnification
<br />9.1. Indemnification by Granicus. Granicus will defend Customer from and against all losses, liabilities, damages
<br />and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement
<br />("Claims") and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties,
<br />and reasonable expenses (collectively, "Losses," and including reasonable attorneys' fees and court costs), to
<br />the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S.
<br />copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit. In the event of such a
<br />Claim, if Granicus determines that an affected Order, SOW or Exhibit is likely, or if the Solution is determined in
<br />a final, non -appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S.
<br />patent issued as of the date of the applicable Order, SOW or Exhibit, Granicus will, in its discretion: (a) replace
<br />the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it
<br />non -infringing; or (c) terminate this Agreement or the applicable Order, SOW or Exhibit with respect to the
<br />affected Solution and refund to You any prepaid fees for the then -remaining or unexpired portion of the
<br />Subscription Order Term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify,
<br />defend, or hold Customer harmless from any Claim to the extent it is based upon: (i) a modification to any
<br />Solution by Customer (or by anyone under Customer's direction or control or using logins or passwords
<br />assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's required instructions or
<br />specifications or in reliance on materials or information provided by Customer; or (Ili) Customer's use (or use by
<br />anyone under Customer's direction or control or using logins or passwords assigned to Customer) of any
<br />Granicus Products and Services other than in accordance with this Agreement. This Section 9.1 sets forth
<br />Customer's sole and exclusive remedy, and Granicus' entire liability, for any Claim that the Granicus Products
<br />and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party.
<br />9.2. Indemnification by Customer. Customer shall defend, indemnify, and hold Granicus harmless from and against
<br />any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Customer's (or that of anyone
<br />authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus
<br />Products and Services; (b) any Customer content; or (c) Customer's violation of applicable law.
<br />August 6, 2017
<br />granicus.com I info@granicus.com page 56
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