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<br />Consulting Services Agreement between City of San Leandro and Last revised 8/5/2020
<br />Ethosoft, Inc. for Laboratory Information Management System Exhibit F– Page 7 of 9
<br />ALL SOFTWARE BUG FIXES, WORK-AROUNDS, ERROR CORRECTIONS AND ENHANCEMENTS ARE PROVIDED
<br />ON AN "AS IS" BASIS. ETHOSOFT DOES NOT WARRANT THAT ALL ERRORS WILL BE CORRECTED.
<br />15.3 FOR ANY BREACH OF THE SERVICES WARRANTY, THE CLIENT EXCLUSIVE REMEDY AND ETHOSOFT’S
<br />ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF
<br />WARRANTY, OR, IF ETHOSOFT CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY
<br />REASONABLE MANNER, THE CLIENT MAY END THE DEFICIENT SERVICES AND ETHOSOFT WILL REFUND TO
<br />THE CLIENT THE FEES FOR THE TERMINATED SERVICES THAT THE CLIENT PRE-PAID TO ETHOSOFT FOR THE
<br />PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
<br />15.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO
<br />OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE,
<br />SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE.
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<br />16. LIMITATION OF LIABILITY
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<br />TO THE FULLEST EXTENT PERMITTED BY LAW, ETHOSOFT SHALL NOT BE LIABLE FOR ANY
<br />INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF
<br />REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE.
<br />ETHOSOFT’S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS
<br />AGREEMENT OR THE CLIENT’S ORDER, WHETHER IN CONTRACT OR TORT, O R OTHERWISE,
<br />SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE HIGHER OF (A) THE TOTAL AMOUNTS
<br />ACTUALLY PAID TO ETHOSOFT FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF
<br />THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING
<br />RISE TO SUCH CLAIM LESS ANY REFUNDS OR CREDITS RECEIVED BY THE CLIENT FROM
<br />ETHOSOFT UNDER SUCH ORDER OR (B) A SUM WHICH IS EQUAL TO 6 TIMES OF THE AVERAGE
<br />AMOUNT FOR A MONTH’S LICENSE FEE CALCULATED OVER THE AGGREGATE OF ALL SUMS PAID
<br />AND PAYABLE BY CLIENT TO ETHOSOFT UP TO THE DATE OF THE RELEVANT CLAIM.
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<br />17. CONSEQUENTIAL DAMAGES
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<br />REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE,
<br />IN NO EVENT SHALL ETHOSOFT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
<br />EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, EVEN IF ETHOSOFT KNEW
<br />OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES
<br />ARE FORESEEABLE
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<br />18. Intentionally left blank
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<br />19. EQUAL OPPORTUNITY AND NON-DISCRIMINATION.
<br />Ethosoft agrees not to discriminate against any employee or applicant for employment, to be employed in the performance of th is
<br />contract, with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to
<br />employment, because of race, color, religion, national origin, age, gender, height, weight, disability or marital status.
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<br />20. SERVICES TOOLS AND ANCILLARY PROGRAMS
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<br />20.1 Ethosoft may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and
<br />to help resolve The Client Ethosoft service requests. The Tools will not collect or store any of The Client Content or The Cl ient
<br />Applications residing in the Services Environment, except as necessary to provide the Services or troubleshoot service requests or
<br />other problems in the Services. Information collected by the Tools (excluding The Client Content and The Client Applications)
<br />may also be used to assist in managing Ethosoft’s product and service portfolio, to help Ethosoft address deficiencies in its product
<br />and service offerings, and for license and Services management.
<br />20.2 As part of the Cloud Services, Ethosoft may provide The Client with on -line access to download certain Ancillary Programs
<br />for use with the Services. If Ethosoft does not specify Separate Terms for such Ancillary Programs, The Client shall have a n on-
<br />transferable, non-exclusive, non-assignable, limited right to use such Ancillary Programs solely to facilitate The Client access to,
<br />DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612
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