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AmpliFund <br /> 8. Limitations on Liability. EXCEPT FOR INDEMNIFICATION CLAIMS DESCRIBED IN <br /> SECTION 9 BELOW, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE <br /> LAW, (A) IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF <br /> OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE TO <br /> AMPLIFUND DURING THE TWELVE (12)MONTHS PRECEDING THE CLAIM; AND (B) <br /> IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, <br /> INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR <br /> RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST <br /> PROFITS,DATA OR OTHER BUSINESS OPPORTUNITIES),HOWEVER CAUSED AND <br /> ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT <br /> (INCLUDING NEGLIGENCE) OR OTHERWISE. THIS SECTION 7.c DOES NOT LIMIT <br /> EITHER PARTY'S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY'S <br /> INTELLECTUAL PROPERTY RIGHTS. <br /> 9. Indemnification. <br /> a. Not Used. <br /> b. AmpliFund. If a Third Party Claim is asserted against Customer or any of its <br /> affiliates, officers, directors, employees or contractors (each, a "Customer <br /> Releasee")alleging negligence by Amplifund or willful misconduct by Amplifund or <br /> that the Platform infringes such third party's intellectual property rights ("Claim"), <br /> then AmpliFund will defend the Customer Releasee from the Claim and hold such <br /> Customer Releasee harmless from any damages finally awarded or settlements <br /> entered into with respect to the Claim. In the event of an infringement-related <br /> Claim, AmpliFund, at its sole option and expense, may: (i) procure for Customer <br /> the right to continue using the Platform or infringing part thereof; (ii) modify the <br /> Platform or infringing part thereof;(iii)replace the Platform or infringing part thereof <br /> with other software having substantially the same or better capabilities; or, (iv) if <br /> the foregoing are not commercially practicable, terminate this Agreement and <br /> repay to Customer a pro-rata portion of the Fees. Notwithstanding the forgoing <br /> sentences of this Section 9.a, AmpliFund will have no liability for an infringement- <br /> related Claim if the actual or alleged infringement results from (a) Customer's or <br /> any Authorized User's breach of this Agreement; (b)any modification, alteration or <br /> addition made to the Platform by Customer or any Authorized Users,including any <br /> combination of the Platform with software not provided by AmpliFund; (c) <br /> Customer's or any Authorized User's failure to use any Updates AmpliFund makes <br /> available;or(d)any settlements entered into or costs incurred by Customer for the <br /> infringement-related Claim that AmpliFund has not pre-approved in writing. <br /> c. Procedures. The Party seeking indemnity under this Section 9 ("Indemnified <br /> Party") will provide the other Party ("Indemnifyinq Party") with prompt written <br /> notice of any Third Party Claim for which the Indemnified Party seeks an indemnity. <br /> The Indemnified Party reasonably will cooperate in the defense of any such claim, <br /> at the Indemnifying Party's sole expense. The Indemnifying Party may not settle <br /> any Third Party Claim against the Indemnified Party without the Indemnified Party's <br /> Page 7 of 17 <br />