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PRODUCTS OR SERVICES PROVIDED BY COMPANY UNDER OR IN
<br />CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED IN ALL CASES
<br />TO DIRECT DAMAGES ONLY, AND IN NO EVENT WILL COMPANY'S AND ITS
<br />AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE COMPANYS'
<br />AND SERVICE COMPANYS', COLLECTIVE AGGREGATE LIABILITY UNDER
<br />OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER,
<br />UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
<br />CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT
<br />LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE
<br />COMPANY BY THE CUSTOMER PURSUANT TO THIS AGREEMENT FOR THE
<br />COMPANY IP THAT IS THE SUBJECT OF THE CLAIM.
<br />(c) THE LIMITATIONS OF LIABILITY PROVIDED IN THIS
<br />AGREEMENT ABOVE SHALL APPLY EVEN IF COMPANY OR ITS COMPANYS
<br />HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES,
<br />LOSSES, COSTS OR HARM, AND EVEN IF ANY REMEDY FAILS OF ITS
<br />ESSENTIAL PURPOSE. CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES ARE
<br />EXPRESSLY SET FORTH IN THIS AGREEMENT AND REPRESENT THE
<br />AGREED TO ALLOCATION OF RISK BETWEEN THE PARTIES HERETO UNDER
<br />OR IN CONNECTION WITH THIS AGREEMENT, AND WHICH ALLOCATION OF
<br />RISK IS REFLECTED IN THE LICENSE FEES FOR THE SOFTWARE AND/OR
<br />ACCESS FEES FOR THE SAAS SYSTEM HEREUNDER.
<br />18. Indemnification. Customer agrees to indemnify, hold harmless, and defend
<br />Company, its agents, officers, directors, employees, successors, assigns, owners, and affiliates
<br />(each, a "Company Indemnitee"), from and against any and all losses, damages, deficiencies,
<br />claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of
<br />whatever kind (including reasonable attorneys' fees and the costs of enforcing any right to
<br />indemnification hereunder and the cost of pursuing any insurance providers), incurred by such
<br />Company Indemnitee arising out of or resulting from, or are alleged to arise out of or result from
<br />(collectively, a "Claim Against Company Indemnitee'): (i) any information, data and content, in
<br />any form or medium that is collected, downloaded, or otherwise received, directly or indirectly
<br />from Customer or through the SaaS Services or SaaS System (collectively, the "Customer
<br />Data'), including (x) any processing of Customer Data by or on behalf of Company in
<br />accordance with this Agreement, and (y) any noncompliance with respect to any applicable
<br />international, federal, state or local privacy laws and regulations; (ii) any other materials or
<br />information (including any documents, data, specifications, software, content, or technology)
<br />provided by or on behalf of Customer, including Company's compliance with any specifications
<br />or directions provided by or on behalf of Customer to the extent prepared without any
<br />contribution by Company; (iii) allegation of facts that, if true, would constitute Customer's
<br />breach of any of its representations, warranties, covenants, or obligations under this Agreement;
<br />(iv) negligence or more culpable act or omission (including gross negligence, recklessness or
<br />willful misconduct) by Customer or any person, including any third party, on behalf of
<br />Customer, in connection with this Agreement; or (v) unauthorized use of Company IP.
<br />19. Export Regulation. The Company IP may be subject to US export control laws,
<br />rules, and regulations, including the Export Control Reform Act and its associated regulations.
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