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7.1 Disclaimer of Certain Types of Liability.AZTECA SYSTEMS,ITS AUTHORIZED DISTRIBUTOR(IF
<br /> ANY),AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF
<br /> SUBSTITUTE GOODS OR SERVICES;LOST PROFITS,LOST SALES,OR BUSINESS EXPENDITURES;
<br /> INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR ANY INDIRECT,SPECIAL,
<br /> INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AND
<br /> MAINTENANCE AGREEMENT OR USE OF PRODUCTS,HOWEVER CAUSED ON ANY THEORY OF
<br /> LIABILITY,WHETHER OR NOT AZTECA SYSTEMS OR ITS LICENSORS HAVE BEEN ADVISED OF THE
<br /> POSSIBILITY OF SUCH DAMAGE.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
<br /> FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
<br /> 7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT
<br /> INDEMNITY,THE TOTAL CUMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED
<br /> DISTRIBUTOR HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND,INCLUDING,BUT NOT
<br /> LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,BREACH OF
<br /> WARRANTY,MISREPRESENTATION,OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY
<br /> PAID BY LICENSEE DURING THE CURRENT MAINTENANCE AND SUPPORT PERIOD,FOR THE
<br /> PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION.
<br /> 7.3 Applicability of Disclaimers and Limitations.Licensee agrees that the limitations of liability and disclaimers
<br /> set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other
<br /> product or service delivered by Azteca Systems.The parties agree that Azteca Systems has set its fees and entered
<br /> into this License Agreement in reliance on the disclaimers and limitations set forth herein,that the same reflect an
<br /> allocation of risk between the parties,and that the same form an essential basis of the bargain between the parties.
<br /> THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
<br /> ANY LIMITED REMEDY.
<br /> THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME
<br /> JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN
<br /> LICENSEE'S JURISDICTION.LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY
<br /> NOT BE WAIVED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S
<br /> WARRANTY OR REMEDIES TO ANY EX PENT NOT PERMITTED BY LAW.
<br /> ARTICLE 8—INFRINGEMENT INDEMNITY
<br /> 8.1 Azteca Systems shall defend,indemnify as described below,and hold Licensee harmless from and against any
<br /> loss,liability,cost,or expense,including reasonable attorneys'fees,arising out any claims,actions,or demands by a
<br /> third party legally alleging that Licensee's licensed use of Software or Online Services infringe a US patent,
<br /> copyright,or trademark,provided:
<br /> a. Licensee promptly notifies Azteca Systems in writing of the claim;
<br /> b. Licensee provides documents describing the allegations of infringement;
<br /> c. Azteca Systems has sole control of the defense of any action and negotiation related to the defense
<br /> or settlement of any claim;and
<br /> d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems'request and expense.
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<br /> 8.2 If Software or Online Services are found to infringe a US patent,copyright,or trademark,Azteca Systems,at its
<br /> own expense,may either(i)obtain rights for Licensee to continue using the Software or Online Services or(ii)
<br /> .modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar
<br /> functionality.If neither alternative is commercially reasonable,the license shall terminate,and Licensee shall cease
<br /> accessing infringing Online Services and shall uninstall and return to Azteca Systems any infringing item(s).Azteca
<br /> Systems entire liability shall then be to indemnify Licensee pursuant to Section 8.1and refund the unused portion of
<br /> fees paid,prorated for the current maintenance and support period.
<br /> 8.3 Azteca Systems shall have no obligation to defend Licensee or to pay any resultant costs,damages,or attorneys'
<br /> fees for any claims or demands alleging direct or contributory infringement to the extent arising out of(i)the
<br /> combination or integration of Software or Online Services with a product,process,or system not supplied by Azteca
<br /> Systems or specified by Azteca'Systems in its Documentation;(ii)material alteration of Software or Online Services
<br /> by anyone other than Azteca Systems or its subcontractors;or(iii)use of Software or Online Services after
<br /> Standard License&Maintenance Agreement Page 6 of 14 10/16 ed.
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