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DocuSign Envelope ID: DCB6F45C-AC01-45CD-9324-AB088020D6A4
<br /> /! remix
<br /> IMPLIED OR STATUTORY, INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF SATISFACTORY
<br /> QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY,
<br /> MERCHANTABILITY,TITLE,NO INFRINGEMENT,OR FITNESS FOR A PARTICULAR PURPOSE. REMIX DOES NOT
<br /> WARRANT THAT ALL ERRORS CAN BE CORRECTED,OR THAT OPERATION OF THE REMIX SOLUTION WILL BE
<br /> UNINTERRUPTED OR ERROR-FREE. REMIX SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE
<br /> FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNETAND ELECTRONIC COMMUNICATIONS,
<br /> THIRD-PARTY PLATFORMS, OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF REMIX OR THE
<br /> ACCURACY,QUALITY, INTEGRITY, LEGALITY OR RELIABILITY OF MOBILITY PROVIDER DATA.
<br /> 8. LIMITATION OF LIABILITY
<br /> 8.1 Types of Damages. EXCEPT WITH RESPECT TO A PARTY'S LIABILITY UNDER SECTION 10, IN
<br /> NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL,
<br /> CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING,
<br /> WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS
<br /> INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD
<br /> PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br /> DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO
<br /> WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
<br /> 8.2 Amount of Damages.THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY
<br /> WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY
<br /> CUSTOMER TO REMIX DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR
<br /> OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL REMIX'S SUPPLIERS HAVE ANY LIABILITY
<br /> ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL
<br /> LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
<br /> A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
<br /> 8.3 Basis of the Bargain.The parties agree that the limitations of liability set forth in this Section 8 will
<br /> survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The
<br /> parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these
<br /> limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
<br /> 8.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and
<br /> limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including
<br /> negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this
<br /> Agreement is found to have failed of its essential purpose.
<br /> 9. CONFIDENTIALITY
<br /> 9.1 Confidential Information. "Confidential Information" means any code, inventions, analysis
<br /> methods and products, know-how, business, technical and financial information, and any other nonpublic
<br /> information of a party (the "Disclosing Party"), whether disclosed in written or digital media, that it discloses to
<br /> the other party(the "Receiving Party") and identifies as "confidential" or with a similar legend at the time of such
<br /> disclosure. The Services, Documentation and all enhancements and improvements thereto will be considered
<br /> Confidential Information of Remix so long as they have such confidential legend. Remix acknowledges and agrees
<br /> that this Agreement including pricing for the Customer, shall not be considered confidential for purposes of this
<br /> Agreement. All of these may be posted on the Customer's public website without notice to Remix.
<br /> 9.2 Protection of Confidential Information. Except as expressly authorized herein,the Receiving Party
<br /> will(a)hold in confidence and not disclose any Confidential Information to third parties and(b)not use Confidential
<br /> Information for any purpose other than fulfilling its obligations, and exercising its rights, under this Agreement.
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