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CONFIDENTIAL E -BUILDER SERVICE e -Builder; Inc. whose address is 1800 NW 691h Avenue, Suite 201, Plantation, FL 33313 ("e -Builder") and Ordering Activity, as. defined in GSAOrder ADM4800.2G and as revised from time to time ("Customer"), enter into this e -Builder Service Agreement (the "Service Agreement"). In the event of a conflict between any terms and conditions in this Service Agreement and the terms and conditions of the GSA Schedule 70 contract, the terra's and conditions of the Schedule 70 contract shall control. The work to be performed for an "Ordering Activity" may be contained in one or more "Task Orders." 1. TERM. This Agreement shall continue for the period purchased by the Ordering Activity as set forth in the relevant task order. 2 SERVICES. 2.1 Services: e=Builder agrees to provide the services described in the relevant Task Order (the "Services") to Customer subject to the terms and conditions of this Agreement, in consideration for the payments set our therein. Customer acknowledges that e- Builder Enterprise' software may be modified or upgraded from time to time, and that "Services" and `Customer Support" provided to Customer shall only.include the use of the most recent version of e -Builder Enterprise 2.2 License of Software. Customer's right to use the Services (including, without limitation, the limited license to use e -Builder Enterprise"° software), is limited to the restrictions contained herein, including those related to the number of users, projects, annual capital program expenditures and/or, period of use. The Customer ackriowledges that title to and copyright in the software applications supplied by e -Builder (including e -Builder Enterprise`') are reserved by e -Builder. Customer acquires no right in any software, copyrights, patents or any other intellectual property belonging to or licensed by e -Builder, other than the specific limited rights to the Services. e -Builder is and shall remain the sole owner of all copyrights; trademarks, patents and other proprietary rights in and to all aspects of the Services (including, without limitation, all software, code and designs used in providing the Services). 3. 4. WARRANTIES 4.1 Representations. Customer represents, warrants and covenants the following to e -Builder: (i) Customer currently possesses all necessary licenses, permits, insurance and approvals required validly to execute, deliver and perform its duties under this Agreement and is qualified to do business in all jurisdictions where such qualification is required for Customer's performance of its duties under this Agreement, (ii) To the best of its knowledge and ability, Customer will comply with, and will use its best" efforts to cause cath subcontractor it may engage to comply with all applicable federal and state laws and regulations` in performing its .and their respective responsibilities under this Agreement and any subcontracts, and (iii) .No information provided to e -Builder or disseminated through its software or systems shall infringe on or violate any trademark, copyright, trade secret, right of publicity or privacy (including but not limited to defamation), patent or other'proprietary right of any third party. 4.2 Disclaimer of Warranty and Limitations of Liability. E -BUILDER DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM E -BUILDER'S NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED. OR CONTROLLED BY THIRD PAR'T'IES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD. PARTIES CAN, IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH 'E -BUILDER WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, &BUILDER CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, B -BUILDER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. EXCEPT FOR THE WARRANTIES SPECIFICALLY ANIS EXPRESSLY MADE HEREIN AND ANY WARRANTIES SPECIFICALLY PROVIDED IN THE GSA SCHEDULE 70 CONTRACT, &BUILDER MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, AND ALL SUCH WARRANTIES ARE DISCLAIMED.. FOR ANY ONE OR MORE BREACH OF THIS AGREEMENT OR DEFAULT HEREUNDER, THE ENTIRE LIABILITY OF THE PARTY IN BREACH OR DEFAULT, AND THE EXCLUSIVE REMEDY OF THE OTHER PARTY, SHALL BE PAYMENT OF THE ACTUAL DAMAGES PROXIMATELY CAUSED BY SUCH BREACH OR DEFAULT, WHICH SHALL NOT EXCEED THE AMOUNT OF ONE (1) MONTH'S FEES PAID BY CUSTOMER HEREUNDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR. ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; LOSSES, OR EXPENSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT. THESE LIMITATIONS ON THE LIABILITY OF EITHER PARTY SHALL APPLY TO ANY ANDALL CAUSES OF ACTION THAT EITHER PARTY MAY HAVE AGAINST THE OTHER, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING A CLAIM; DEMAND OR ACTION, INCLUDING, WITHOUT LIMITATION, WHETHER IT SOUNDS IN CONTRACT OR TORT, BUT SHALL NOT APPLY TO OR. LIMIT SUMS DUE HEREUNDER TO E-BUILDER.FOR SERVICES. This clause shall not impair the U.S. Government's right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. §§ 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government's right to express remedies provided in the GSA Schedule 70 contract (e.g., clause 552.238-75 — Price Reductions, clause 52.212-4(h) — Patent Indemnification, and GSAR 552.215-72 — Price Adjustment — Failure to Provide Accurate Information). e -Builder Task Order: Indian River County Page 2 LAST PAGI