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6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus
<br />and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or
<br />punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to
<br />or inability to access the services, software, content, or related technical support; damages or costs
<br />relating to the loss of profits or revenues, goodwill, data (including loss of use or of data, loss or
<br />inaccuracy or corruption of data), or cost of procurement of substitute goods, services or technology, even
<br />if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy.
<br />In no event will Granicus' and its suppliers' and licensors' liability exceed the total amount of Managed
<br />Services Fees paid by Client under this Agreement for the six (6) month period prior to the date the claim
<br />arose, regardless of the form of the claim (including without limitation, any contract, product liability, or
<br />tort claim (including negligence, statutory or otherwise).
<br />7. CONFIDENTIAL INFORMATION & OWNERSHIP.
<br />7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or
<br />confidential information disclosed or made available by the other party pursuant to this Agreement that is
<br />identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be
<br />considered to be confidential, and includes but is not limited to the terms and conditions of this
<br />Agreement, and all business, technical and other information (including without limitation, all product,
<br />services, financial, marketing, engineering, research and development information, product specifications,
<br />technical data, data sheets, software, inventions, processes, training manuals, know-how and any other
<br />information or material), disclosed from time to time by the disclosing party to the receiving party,
<br />directly or indirectly in any manner whatsoever (including without limitation, in writing, orally,
<br />electronically, or by inspection); provided, however, that Confidential Information shall not include the
<br />Content that is to be published on the website(s) of Client.
<br />7.2 Each party agrees to keep confidential and not disclose to any third party, and to use only
<br />for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information
<br />of the other Party. The receiving party shall protect the Confidential Information using measures similar
<br />to those it takes to protect its own confidential and proprietary information of a similar nature but not less
<br />than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its
<br />Representatives except those who are required to have the Confidential Information in connection with
<br />this Agreement and then only if such Representative is either subject to a written confidentiality
<br />agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential
<br />treatment of the Confidential Information.
<br />7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove
<br />by appropriate documentation that such Confidential Information (i) was known to the receiving party as
<br />shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain
<br />at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving
<br />party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be
<br />disclosed by the receiving party, provided that the receiving party shall (i) if permitted by applicable law,
<br />notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to
<br />such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed
<br />Confidential Information to be treated by such governmental authority as trade secrets and as confidential,
<br />(iii) all pursuant to Florida Statute Chapter 119.
<br />8. TERM
<br />8.1 The term of this Agreement shall commence on the date hereof and shall continue in full
<br />force and effect for thirty-six (36) months after the date hereof. This Agreement shall automatically renew
<br />GRANICUS, INC. SERVICE AGREEMENT 4 Version 5.9.1
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