LIMITATIONS, RELEASE AND INDEMNITY

Based upon the nature of client involvement and the required approvals throughout a project, The Client acknowledges that Erie County Board of Developmental Disability cannot and does not guarantee the success of a project, including but not limited to the number of persons accessing a website/application nor the results of such access. Furthermore, Erie County Board of Developmental Disability cannot and will not guarantee any "life expectancy" of said website/application, due to such circumstances outside of its control such as influences by third-party software (e.g. Microsoft or Adobe), hardware, Internet browsers and the like.

Erie County Board of Developmental Disability shall not be liable for any indirect, incidental, special, breach of warranty, interruption of business, lost profits, revenue or opportunity, consequential or punitive damages, expenses, costs or losses of any nature or kind whatsoever directly or indirectly resulting from or arising out of the services performed hereunder including negligence and/or gross negligence. In no event shall Erie County Board of Developmental Disability's liability for any direct damages resulting from the failure of any services that were performed hereunder exceed the amount paid by The Client to Erie County Board of Developmental Disability hereunder.

Erie County Board of Developmental Disability EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. The Client hereby releases and discharges Erie County Board of Developmental Disability, its directors, officers, employees, representatives, agents, successors and assigns from and against any and all claims and demands of any nature or kind whatsoever arising out of the design, development or content of the application(s) and procedures proposed or agreed upon if an Agreement(s) executed by the parties hereto, with the exception being for any damages or loss caused by fraud, criminal activity, dishonesty, willful behavior or abuse of nonpublic secured data base information by Erie County Board of Developmental Disability, its directors, officers, employees, representatives, agents and successors and assigns. The Client furthermore agrees to indemnify, defend and hold harmless Erie County Board of Developmental Disability and its directors, officers, employees, representatives, agents, successors and assigns from any and all claims, demands, cause or causes of action or losses of any nature whatsoever, including attorney fees, expenses and costs, arising out of the optimization and marketing procedures proposed herein, with the exception of any damages or loss caused by fraud, criminal activity, dishonesty, willful behavior, or abuse of nonpublic secured data base information by Erie County Board of Developmental Disability, its directors, officers, employees, representatives, agents and successors and assigns.

AUTHORIZATION

The Client agrees to allow Erie County Board of Developmental Disability to use the The Client project as part of Erie County Board of Developmental Disability's portfolio. This may include, but not be limited to, placement of the The Client project in Erie County Board of Developmental Disability's printed material, on Erie County Board of Developmental Disability's website or in marketing campaigns.

PROJECT INVESTMENT & TARGET SCHEDULE

The Client, hereby acknowledges and agrees to the project investment and target schedule, as it specifically relates to an Agreement, as outlined in an individual and/or specific Statement of Work (SOW) or Proposal. Furthermore, The Client understands and acknowledges that the project investment is based upon an estimated amount of time and materials needed to complete the project as specified within the SOW or Proposal, and that any change in scope and/or requested/required changes in deliverables, may cause the project investment to be altered as an increase and/or decrease in total completion cost. This project, and all project work by Erie County Board of Developmental Disability, will be completed on a target schedule basis which is an estimated time for completion schedule. Erie County Board of Developmental Disability shall work diligently to complete the project within the estimated time for completion scheduled. However, Erie County Board of Developmental Disability shall assume no responsibility for delays caused by The Client and/or any natural cause affecting the general business market.

LATE PENALTY

If a project is under development and past due balance exceeds 10 days delinquency, project will be removed from the active production schedule and placed on-hold until past due balance has been received. Once past due balance has been received, project will be launched within the production schedule at the first available opening. If past due balance exceeds 10 days delinquency on technical services and Erie County Board of Developmental Disability provides hosting, hosting services will be suspended until past due balance has been received. Reactivation of hosting service may require a reactivation fee and will be at the sole discretion of Erie County Board of Developmental Disability's CFO or CTO. Erie County Board of Developmental Disability will hold all past due accounts in-house for a period of 45 days, at which time, account shall be submitted to a third-party collection agency.

TERMINATION

The Agreement and/or "working relationship"may be terminated by either party for any reason upon not less than 30 days prior written notice or unless otherwise specified in writing. In the event of termination by The Client, Erie County Board of Developmental Disability shall complete the phase of service(s) then in effect as of the date of receipt of the notice of termination. The Client shall pay for all services rendered and expenses incurred by Erie County Board of Developmental Disability or in the process of completion as of the effective date of termination. Either party may terminate this Agreement upon 15 days prior written notice for cause for failure of the other party to comply with the terms and conditions of this Agreement, including failure to make timely payments hereunder. Upon termination, each party shall promptly return all project materials and content (including any Confidential Information) to the other party. Notice of termination shall be directed to each of the parties at the address known as corporate or primary contact.

SEVERABILITY

The provisions of this Agreement shall be severable, and if a court of competent jurisdiction holds any provisions of this Agreement invalid, illegal or unenforceable, the remaining provisions shall nevertheless remain in full force and effect as written.

COMPLIANCE WITH LAWS

The parties agree to comply with all applicable laws, treaties, conventions, directives, statutes, ordinances, rules, regulations, orders, writs, judgments, injunctions or decrees of any governmental authority having jurisdiction ("Laws") pertaining to the fulfillment of the Agreement. The Client will be responsible for compliance with all Laws applicable to the project outlined within the SOW or Proposal. If any license or consent of any government or other authority is required for the acquisition, carriage or use of the project outlined, The Client will obtain the same at its expense, and if necessary, provide evidence of the same to Erie County Board of Developmental Disability on request. Failure to do so will entitle Erie County Board of Developmental Disability to withhold or delay the project outlined herein, but failure to do so will not entitle The Client to withhold or delay payment of the price therefore. Any expenses or charges incurred by Erie County Board of Developmental Disability as a result from such failure will be paid for by The Client within 10 days of receipt of Erie County Board of Developmental Disability's written request.

GOVERNING LAW/JURISDICTION

This Agreement and the relationship between the parties shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to the law of conflict of any jurisdiction). The Client consents to personal jurisdiction of all state and federal courts in Cleveland, Ohio in connection with any dispute arising hereunder. The parties agree that either or both of them may file a copy of this Section with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum.

ARBITRATION

Any controversy of claim arising out of or in connection with the negotiation, execution and/or performance of this Agreement (other than the failure by The Client to pay for product or for services provided when due hereunder) shall be submitted to arbitration in accordance with the then current rules of the American Arbitration Association. The arbitration shall be conducted in Cleveland, Ohio, or at such other place as the parties may agree upon, by one person independent of the parties appointed by them by mutual agreement (the "Arbitrator"). Failing the appointment of an Arbitrator by the parties, such Arbitrator shall be appointed by the president of the American Arbitration Association or his/her designee. Judgment on any award may be entered in any court having jurisdiction as herein provided. Notice of process in connection with arbitral or judicial proceedings may be served upon the parties by registered or certified mail, with the same effect as if personally served. Any money awards shall be expressed in United States currency and shall include a reasonable interest component. The costs of any such arbitration proceeding shall be paid by the party against which the award is rendered.

COMPLETION OF THE PROJECT

Erie County Board of Developmental Disability's estimated time for completion of the project is an estimate only and it shall not be liable for delays in the performance of, or the non-performance of, any of its obligations under this Agreement.

INDEPENDENT CONTRACTOR/OWNERSHIP RIGHTS

Erie County Board of Developmental Disability shall perform such services outlined in the SOW or Proposal and under this Agreement as an independent contractor and not as an agent or employee of The Client. The Client acknowledges and agrees that the services performed and any resulting applications created (hereinafter referred to as "the Works"), and all rights therein, including, without limitation, copyright, patent, and trademark, belongs to and shall be the sole and exclusive property of Erie County Board of Developmental Disability, and that Erie County Board of Developmental Disability is the author of the Works. The Client acknowledges and agrees that the resulting applications may comprise two separate and distinct components: the Code including, but not limited to, the source code, object code, or machine code associated with the resulting applications; and, the Screen Displays which include the viewable images produced or displayed as a result of executing the code. Erie County Board of Developmental Disability hereby sells, assigns, and transfers to The Client, its successors and assigns, the entire right, title and interest in and to the copyright in the Screen Displays. Erie County Board of Developmental Disability hereby grants The Client a non-exclusive, limited, non-transferrable license in the Code to create non-competitive derivative works for use solely by The Client. Non-competitive derivative works shall refer to adaptations, alterations, modifications, updates, or any other changes made to the Code for use by The Client internally and not for distribution, sale, transfer, or any other purpose that may be adverse to Erie County Board of Developmental Disability's rights in the Works. Upon receiving final payment, Erie County Board of Developmental Disability will provide The Client a copy of all final, approved design and code structure files. Final, approved design and code structure files will be made available to The Client upon request and delivered by electronic format.

ENTIRE AGREEMENT/AMENDMENT

The Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements or understandings between the parties, whether in writing or orally. This Agreement may not be amended except in writing signed by the parties hereto.