FIRST TWO, INC. - Laserfiche WebLink

FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920 888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.5.1 4 5. LIMITATION OF LIABILITY. IN NO EVENT SHALL FIRSTTWO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID FOR LICENSES BY CUSTOMER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL FIRSTTWO HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT FIRSTTWO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CUSTOMER HEREBY ASSUMES ALL RISK FOR THE USE OF THE SOFTWARE AND THE RESULTS AND HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND DISCHARGES FIRSTTWO FROM ANY AND ALL LOSS, CLAIM, DAMAGE OR OTHER LIABILITY RESULTING FROM SUCH USE. 6. Term. Unless otherwise stated in the Order, the term of each Order shall begin on the date specified in the Order and remain in effect for one (1) year (the “Term”) and Orders will automatically renew for additional one (1) year terms at FirstTwo’s then applicable price for the License unless either Party provides the other Party written notice of its intent not to renew the applicable Order at least 30 days prior to the end of the then current Term. Any discounts offered by FirstTwo to Customer during a prior Term will not apply during any new or renewal Term unless specifically agreed to in writing by the Parties. 7. Termination. Either Party may terminate this Agreement for cause (a) upon 30 days written notice to the other Party of a material breach and the breaching Party fails to cure the same within such period, (b) immediately if Customer assigns, licenses, or sublicenses or attempts to assign, license, or sublicense any of its rights or obligations under this Agreement without the prior written consent of FirstTwo, or (c) immediately if FirstTwo ceases to operate as a going concern or otherwise terminates its business operations. 8. Multi-Year Agreements. For agreements with Terms of more than one year, the pricing for each year after the first year shall be as follows, unless otherwise stated in the Order: 8.1 Customer Pays Year to Year. Customer may elect to pay year to year or pay for the entire Term at the be- ginning of the Term. When the Customer pays year to year the price for each year shall be the lesser of: • The price listed on FirstTwo’s public website at https://www.firsttwo.com/pricing.html at the beginning of each renewal year after the expiration of the initial year; or • A price increase of five percent (5%) over the price paid by Customer for the prior year’s License. 8.2 Customer Pays Entire Term. If Customer choses to pay for the entire Term at the beginning of the Term, the price paid will cover the entire Term without further adjustment. 9. FCRA Compliance. The Software is not intended to be used and may not be used to make employment decisions, including hiring, retention, promotion, or reassignment, or to determine eligibility for credit, insurance, employment, or other purpose that would qualify the Software as a consumer report under the Fair Credit Reporting Act (the “FCRA”). FirstTwo is not a “consumer reporting Customer” as that term is defined in the FCRA and the Software and other data or information that may be provided by FirstTwo do not constitute “consumer reports” as that term is defined in the FCRA. 10. Governing Law. These Terms will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California, without reference to its rules relating to choice of law, except to the extent preempted by the laws of the United States of America, which will then apply. [END OF TERMS] Docusign Envelope ID: 16A62DEF-2806-8F17-803F-37F6DA7AE388