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<br /> AlertSense AlertSense, Inc.
<br /> Master Service Agreement (MSA)
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<br /> THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASE OF A
<br /> VIOLATION OF SECTION 7.1 OF THIS AGREEMENT OR FOR EITHER PARTY'S WILLFUL MISCONDUCT,
<br /> IN ANY EVENT, EITHER PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS
<br /> AGREEMENT AND THE SERVICES RENDERED HEREUNDER, WHETHER IN CONTRACT OR TORT OR
<br /> OTHERWISE, WILL NOT EXCEED AN AMOUNT EQUAL TO THE SUM OF ANY AMOUNTS PAID BY
<br /> CLIENT TO ALERTSENSE DURING THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING ANY
<br /> SUCH LIABILITY HEREUNDER.
<br /> 8. CLIENT INDEMNIFICATION.
<br /> 8.1. To the extent of Client's negligence,Client agrees that it shall defend,indemnify,save and hold AlertSense
<br /> harmless from any and all demands,liabilities,losses, costs and claims, including reasonable attorney's
<br /> fees associated with the provision of services to the Client. This includes liabilities asserted against
<br /> AlertSense,its agents,clients,servants,officers and employees that may arise or result from any service
<br /> provided or performed or agreed to be performed or any product sold by the Client,its agents,employees
<br /> or assigns.
<br /> 8.2. To the extent of Client's negligence,Client also agrees to defend,indemnify and hold harmless AlertSense
<br /> against Liabilities arising out of any injury to person or property caused by any products or services sold
<br /> or otherwise distributed over the client's web site.This includes, but is not limited to,infringing on the
<br /> proprietary rights of a third party, copyright infringement, and delivering any defective product or
<br /> misinformation,which is detrimental to another person,organization or business.
<br /> 9. ALERTSENSE INDEMNIFICATION.
<br /> 9.1. AlertSense agrees that it shall defend, indemnify, save and hold harmless Client from any and all
<br /> demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the
<br /> provision of services to the Client. This includes liabilities asserted against Client, its agents, clients,
<br /> servants, officers and employees that may arise or result from any service provided or performed or
<br /> agreed to be performed by AlertSense,its agents,employees or assigns.
<br /> 9.2. AlertSense also agrees to defend,indemnify and hold harmless Client against liabilities arising out of any
<br /> injury to person or property caused by any negligent services distributed over the client's web site.This
<br /> includes, but is not limited to, AlertSense infringing on the proprietary rights of a third party, copyright
<br /> infringement,and/or patent rights,which is detrimental to another person,organization or business.
<br /> 10. INSURANCE
<br /> 10.1. Each Party shall maintain its own insurance and/or self-insurance for its liabilities from damage to
<br /> property and /or injuries to persons arising out of its activities associated with this AGREEMENT with
<br /> limits not less than$1,000,000 or as it deems reasonably appropriate and prudent.The maintenance of,
<br /> or lack thereof of insurance and/or self-insurance shall not limit the liability of the indemnifying part to
<br /> the indemnified party(s).Each Party shall provide the other with a certificate of insurance or letter of self-
<br /> insurance annually as the case may be.
<br /> 11. OWNERSHIP.
<br /> 11.1. Client Content. All Content or other material provided to AlertSense by the Client for transmission
<br /> through the AlertSense Solution is and shall remain exclusive property of the respective Client. Client
<br /> shall retain ownership of all copyrights, patents, trademarks, trade secrets, and other intellectual
<br /> property rights relating to or residing in such Content or other material. Each Party agrees to comply
<br /> with all applicable contractual obligations, privacy and other nondisclosure policies,and legal obligations
<br /> with respect to its use of or access to any such data, including, policies, laws and regulations respecting
<br /> the dissemination and use of such data.
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