(a) Fi9 does not warrant that the Services, Software or Website will meet User requirements or that the
operations of the Services, Software or Website will be uninterrupted or error-free. Fi9 warrants that the Software will function
substantially in accordance with the documentation and specification for its operation. User's exclusive remedy under this limited
warranty is to re-submit, at Fi9's election, the originally requested service, i.e. electronic Form I-9, employment verification check,
electronic signature, at no additional charge or receive a refund of fees paid for the item or Service that does not meet this limited
warranty.
(b) EXCEPT AS PROVIDED ABOVE, THE SERVICES, SOFTWARE AND WEBSITE ARE PROVIDED "AS-IS"
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED
WARRANTY OF MERCHANTABILITY FITNESS FOR ANY PARTICULAR PURPOSE, SECURITY, ACCURACY OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES, SOFTWARE OR WEBSITE
IS BORNE BY USER.
5. Liability.
5.1 Remedies for Employer. In the event of the failure of Fi9 to fulfill any of its obligations hereunder, including
without limitation the warranties set out in Section 4, the exclusive remedy of Employer shall be to request that such obligation
be fulfilled and, if that does not occur, to terminate this Agreement and to bring an action for actual damages, subject to the
following limitations:
(a) NO LIABILITY FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, ETC. TO THE FULLEST EXTENT
PERMITTED BY LAW, WITH RESPECT TO ANY BREACH OF THIS AGREEMENT OR OTHER CLAIM RELATED TO THIS AGREEMENT, FI9
SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR LOST SAVINGS, ANY PUNITIVE, TREBLE OR SIMILAR DAMAGES, OR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT OR IN TORT,
INCLUDING NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR ANY CLAIM BY ANY THIRD PARTY, INCLUDING CLAIMS BY EMPLOYER
FOR INDEMNITY, CONTRIBUTION OR THE LIKE. EMPLOYER EXPRESSLY ACKNOWLEDGES THAT IT MAY INCUR DAMAGES OF THE
TYPE SET FORTH IN THIS SUBSECTION AND EVEN IF FI9 HAS BEEN OR IS EVER ADVISED IN THE FUTURE OF THE POSSIBILITY
OF THE TYPES OF DAMAGES SET FORTH IN THIS SUBSECTION, FI9 SHALL NOT BE LIABLE FOR SUCH DAMAGES.
(b) LIMITATION ON AMOUNT. IN ADDITION TO THE LIMITATIONS SET FORTH IN SUBSECTION (a) ABOVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, FI9 SHALL NOT HAVE ANY LIABILITY FOR DAMAGES FOR ANY CLAIMS RELATING
TO THIS AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY EMPLOYER TO FI9 DURING THE THREE
MONTHS PRECEDING ANY CLAIM IN WHICH FI9 IS FOUND TO BE CULPABLE.
5.2 Remedies for Fi9. In the event of the failure of Employer to fulfill any of its obligations hereunder, the exclusive
remedy of Fi9 shall be to request that such obligation be fulfilled and, if that does not occur, to terminate this Agreement and to
bring an action for actual damages, subject to the following limitations:
(a) LIMITATION ON AMOUNT. TO THE FULLEST EXTENT PERMITTED BY LAW, EMPLOYER SHALL NOT HAVE
ANY LIABILITY FOR DAMAGES FOR ANY CLAIMS RELATING TO THIS AGREEMENT EXCEPT FOR TOTAL MONIES PAST DUE OR FOR
CONTRACT PROCEEDS WHICH WOULD, IN THE ABSENCE OF A BREACH BY EMPLOYER, BECOME DUE UNDER THIS AGREEMENT.
(b) LIABILITY FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, ETC. EXCEPT AS SET FORTH IN
SUBSECTION (a) ABOVE, TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO ANY BREACH OF THIS AGREEMENT OR
OTHER CLAIM RELATED TO THIS AGREEMENT, EMPLOYER SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR LOST SAVINGS, ANY
PUNITIVE, TREBLE OR SIMILAR DAMAGES, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF
ACTION WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR ANY CLAIM BY ANY
THIRD PARTY, INCLUDING CLAIMS BY FI9 FOR INDEMNITY, CONTRIBUTION OR THE LIKE. FI9 EXPRESSLY ACKNOWLEDGES THAT
IT MAY INCUR DAMAGES OF THE TYPE SET FORTH IN THIS SUBSECTION AND EVEN IF EMPLOYER HAS BEEN OR IS EVER ADVISED
IN THE FUTURE OF THE POSSIBILITY OF THE TYPES OF DAMAGES SET FORTH IN THIS SUBSECTION, EMPLOYER SHALL NOT BE
LIABLE FOR SUCH DAMAGES.
5.3 Exclusions. None of the limitations set forth in Section 5.1 through 5.3 above shall apply to claims by either party
concerning enforcement of its rights regarding patents, copyrights, trade secrets, trademarks, proprietary rights or trade names.
6. Ownership. All rights and title, including without limitation, copyrights in and to the Software (including but not limited to
any object or source code, images, buttons, screen, photographs, animations, video, audio, music, text and "applets," incorporated
into the Software or used in providing the Services), the Website, and any copies of the Software, Website, or materials created
through their use are owned by Fi9 or its suppliers. If Employer is the United States Government or any agency thereof, the
Software and other items of the Software are each a "commercial item," and "computer software" as those terms are defined at 48
C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms
are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all United States
government customers acquire only those rights in the Software that are specified in this Agreement.
7. Indemnification. Each User agrees to indemnify and hold Fi9 and its parent companies, subsidiaries, affiliates, officers,
directors and employees, harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of (i) Such
User's (and in the case of an Employer, any of its Employer Users) negligence or use of the Services, Software or Website or
violation of this Agreement, (ii) any use of the Services, Software or Website by any party (other than the authorized Employer
User) while using the Company ID of the Employer and any username or password issued by Fi9 to such User (and in the case of
an Employer, any of its Employer Users (provided, such User shall not be required to indemnify if the User has promptly notified
Fi9 that the Company ID, username or password has been improperly obtained by another party and the User has not been