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a reasonable attorneys and expert witness fees, all costs of investigation, and all other damages and expenses resulting directly or indirectly from such breach. 7. RESTRICTIONS 7.1 Export Restrictions. Neither Party shall export, directly or indirectly, the Software or any portion thereof, or any other technical data or materials acquired under this Agreement or the direct product thereof, to any country for which the United States Government or any agency, at the time of export, requires an export license or other government approval, without first obtaining such license or approval. With respect to any export transactions under this Agreement, both Parties will cooperate in any reasonable manner to effect compliance with all applicable export regulations. 8. WARRANTIES AND LIMITATIONS 8.1 Licensee's Benefit. Any and all warranties made by PTFS under this Agreement are for the sole and exclusive benefit of Licensee, and may not be transferred or assigned by Licensee for any reason. 8.2 Limited Warranty. PTFS represents and warrants that it holds exclusive ownership in and to the Software and Documentation, and has the right to grant the License under the terms of this Agreement and that the Software will operate in substantial conformity for ninety (90) days after its delivery. 8.3 DISCLAIMER. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITH ALL FAULTS, AND PTFS MAKES NO ADDITIONAL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. PTFS HEREBY DISCLAIMS WARRANTIES THAT MAY BE IMPLIED FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. THE RISK OF SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH LICENSEE, AND IS TO BE DETERMINED DURING THE TESTING PERIOD DESCRIBED ABOVE, AND NOT THEREAFTER. PTFS DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. 8.4 LIMITATION OF LIABILITY FOR DIRECT DAMAGES. THE CUMULATIVE LIABILITY OF PTFS SHALL IN NO EVENT EXCEED THE LICENSE FEE ACTUALLY PAID BY LICENSEE TO RESELLER FOR THE SOFTWARE THAT GIVES RISE TO SUCH DAMAGES AND LIABILITY. 8.5 LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL PTFS OR ITS RESELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, LOSS OF USE, OR ANY OTHER ECONOMIC DISADVANTAGE OR COST INCURRED BY LICENSEE, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR ANTICIPATED. IN NO EVENT WILL PTFS OR ITS RESELLER BE SUBJECT TO OR LIABLE FOR ANY PUNITIVE OR EXEMPLARY DAMAGES. 8.6 No Further Changes. PTFS's warranty as set forth above will not be enlarged, diminished or affected by, and no liability shall arise out of PTFS's or its Reseller's rendering of, technical advice or service in connection with the Software or Documentation. No change in the warranty provisions above shall be effective unless in writing signed by PTFS's chief executive officer. 8.7 Representations and Warranties of Licensee. Licensee represents and warrants to PTFS that (i) this Agreement has been validly executed and delivered by Licensee and constitutes a valid and binding obligation of Licensee enforceable in accordance with its terms; (ii) Licensee has all requisite corporate and organization power and authority to enter into this Agreement and perform the obligations on its part required hereunder, and that the execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate and organizational action; (iii) City of San Leandro -Page 5-16 CONFIDENTIAL AND PROPRIETARY