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judgment is based on your use of the Tyler Software in contradiction of this Agreement,
<br />including with non -licensed third parties, or your willful infringement.
<br />1.3 If we receive information concerning an infringement or misappropriation claim related to the
<br />Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
<br />you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a
<br />functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
<br />immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
<br />may continue to use the Tyler Software consistent with the terms of this Agreement.
<br />1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
<br />is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
<br />judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
<br />right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional
<br />equivalent. This section provides your exclusive remedy for third party copyright, patent, or
<br />trademark infringement and trade secret misappropriation claims.
<br />2. General Indemnification.
<br />2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
<br />against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including
<br />reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
<br />caused by our negligence or willful misconduct; or (b) our violation of PCI -DSS requirements or a
<br />law applicable to our performance under this Agreement. You must notify us promptly in
<br />writing of the claim and give us sole control over its defense or settlement. You agree to
<br />provide us with reasonable assistance, cooperation, and information in defending the claim at
<br />our expense.
<br />2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
<br />agents, officials, and employees from and against any and all third -party claims, losses,
<br />liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
<br />personal injury or property damage to the extent caused by your negligence or willful
<br />misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
<br />We will notify you promptly in writing of the claim and will give you sole control over its defense
<br />or settlement. We agree to provide you with reasonable assistance, cooperation, and
<br />information in defending the claim at your expense.
<br />3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
<br />THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
<br />WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
<br />NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICULAR PURPOSE.
<br />4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
<br />OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
<br />OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
<br />YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
<br />IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
<br />TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
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