Res 2009-171 - Laserfiche WebLink

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5. Warranty. (a) Vendor warrants and represents that it is the owner of all right, title and interest in and to the Software and Documentation and that use of the Software and Documentation as contemplated herein will not infringe upon any third party patent or copyright. This warranty and representation does not apply to any infringement arising out of any unauthorized modification of the Software or Documentation or any infringement arising out of the use of the Software or Documentation in combination with any third party product. (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" AND VENDOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS., EXPRESS OR IMPLIED, WRITTEN OR VERBAL, VENDOR DOES NOT WARRANT OR REPRESENT THAT ANY USE OF THE SOFTWARE OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR FREE. CITY EXPRESSLY ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY ECONOMIC LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, LOST PROFITS, LOST SAVINGS, LOSS OF RECORDS OR LOSS OF DATA. 6. Indemnification. Vendor agrees to indemnify and defend City from and against any third party claim arising out of a breach of the Warranty or a claim for copyright or patent infringement. In the event of such a challenge the City acknowledges and agrees that Vendor may fulfill its obligations to meet the Functional Requirements of the System by (i) obtaining from the third party claimant a license pursuant to which City may continue its use of the Software and Documentation, or (ii) providing City with substitute software and/or documentation of equivalent functionality that does not infringe upon the rights of the third party claimant. City further acknowledges and agrees that in the event that Vendor, in its sole discretion, determines that neither of the options set forth above are reasonable, Vendor may fulfill its obligations hereunder by terminating the Agreement and refunding to City the license fees and associated hardware costs paid by City to Vendor hereunder, prorated over a period of five (5) years. 7. Limitation of Liability. THE CITY EXPRESSLY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES WILL THE ENTIRE LIABILITY OF VENDOR FOR ANY LOSS OR CLAIM ARISING OUT OF THIS AGREEMENT, ANY USE OF THE SOFTWARE OR DOCUMENTATION, OR ANY INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EXCEED THE SUM OF THE LICENSE FEE PAID BY CITY TO VENDOR HEREUNDER. Brazos Technology, Hand Held Ticket Writer System Agreement 21