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contains substantially similar features and functionality, (b) NOTWITHSTANDING ANYTHING TO THE
<br /> seek to renegotiate mutually agreeable terms of the Services CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON,
<br /> with Customer including consideration of alternative data NEITHER PARTY TO THIS AGREEMENT NOR THEIR
<br /> sources and costs that may be associated with obtaining SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL DATA,
<br /> access to those sources. EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS,
<br /> AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
<br /> 7. INDEMNITY EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH
<br /> Company shall hold Customer harmless from liability RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
<br /> to third parties resulting from infringement by the Services OR TERMS AND CONDITIONS RELATED THERETO UNDER
<br /> of any United States patent or any copyright or ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
<br /> OTHER THEORY:(A) FOR ERROR OR INTERRUPTION OF USE
<br /> misappropriation of any trade secret, provided Company is OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA,
<br /> promptly notified of any and all threats, claims and OUTSIDE THE PARTY'S REASONABLE CONTROL, OR COST
<br /> proceedings related thereto and given reasonable assistance OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
<br /> and the opportunity to assume sole control over defense and TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY
<br /> settlement; Company will not be responsible for any INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
<br /> settlement it does not approve in writing. The foregoing CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER
<br /> obligations do not apply with respect to portions or BEYOND THE PARTY'S REASONABLE CONTROL; (D) FOR
<br /> components of the Services (i) not supplied by Company, (ii) ANY MARKETING OR INVESTMENT DECISIONS MADE BY
<br /> made in whole or in part in accordance with Customer CUSTOMER WHILE USING THE SERVICES; OR (E) FOR ANY
<br /> specifications, (iii) that are modified after delivery by AMOUNTS THAT, TOGETHER WITH AMOUNTS
<br /> Company, (iv) combined with other products, processes or ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED AN
<br /> materials where the alleged infringement relates to such AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO
<br /> combination, (v) where Customer continues allegedly COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN
<br /> infringing activity after being notified thereof or after being THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO
<br /> informed of modifications that would have avoided the THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE
<br /> alleged infringement, or (vi) where Customer's use of the PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br /> Services is not strictly in accordance with this Agreement. If, DAMAGES.
<br /> due to a claim of infringement, the Services are held by a 7.
<br /> MISCELLANEOUS
<br /> court of competent jurisdiction to be or are believed by
<br /> Company to be infringing, Company may, at its option and If any provision of this Agreement is found to be
<br /> expense (a) replace or modify the Service to be non- unenforceable or invalid, that provision will be limited or
<br /> infringing provided that such modification or replacement eliminated to the minimum extent necessary so that this
<br /> contains substantially similar features and functionality, (b) Agreement will otherwise remain in full force and effect and
<br /> obtain for Customer a license to continue using the Service, enforceable. This Agreement is not assignable, transferable
<br /> or(c) if neither of the foregoing is commercially practicable, or sublicensable by Customer except with Company's prior
<br /> terminate this Agreement and Customer's rights hereunder written consent, which shall not be unreasonably withheld.
<br /> and provide Customer a refund of any prepaid, unused fees This Agreement is the complete and exclusive statement of
<br /> for the Service. the mutual understanding of the parties and supersedes and
<br /> cancels all previous written and oral agreements,
<br /> Customer shall hold Company harmless from liability communications and other understandings relating to the
<br /> to third parties resulting from (i) infringement by any subject matter of this Agreement, and that all waivers and
<br /> Customer Data, including any third-party data subscribed to modifications must be in a writing signed by both parties,
<br /> by Customer and provided to Company for the provision of except as otherwise provided herein. No agency,
<br /> the Services,of any United States patent or any copyright or partnership, joint venture, or employment is created as a
<br /> misappropriation of any trade secret, (ii) any nonfulfillment result of this Agreement and Customer does not have any
<br /> or breach of any covenant, agreement or other provision of authority of any kind to bind Company in any respect
<br /> this Agreement by the Customer, (iii) any marketing or whatsoever. In any action or proceeding to enforce rights
<br /> investment decision made while using the Services, or (iv) under this Agreement,the prevailing party will be entitled to
<br /> any losses which Company may suffer, sustain or become recover costs and attorneys' fees. All notices under this
<br /> subject to as a result of any claims or threatened claims Agreement will be in writing and will be deemed to have
<br /> against Company arising out of the actions or inactions of been duly given when received,if personally delivered;when
<br /> Customer with respect to the Customer's business or the receipt is electronically confirmed,if transmitted by facsimile
<br /> terms of this Agreement. or e-mail; the day after it is sent, if sent for next day delivery
<br /> by recognized overnight delivery service; and upon receipt,
<br /> 8. LIMITATION OF LIABILITY if sent by certified or registered mail, return receipt
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