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with respect to the Solution,Professional Services and/or related documentation.Client is not relying on,and has not relied on,
<br /> any other representation,warranty or other information with respect to LeaseQuery,the Solution,or the Professional Services.
<br /> Client is responsible for making its own evaluation of the adequacy and suitability of the Solution and Professional Services for
<br /> Client's needs.LeaseQuery does not warrant that the Solution will be error free or uninterrupted or that any integration with
<br /> a third-party software provider will remain available for the duration of Client's subscription. Loss of internet access or failure
<br /> of any third-party software, hardware or other interfacing or communicating device is Client's responsibility and is not
<br /> warranted by LeaseQuery.
<br /> 8. LIMITATION OF LIABILITY;INDEMNIFICATION.
<br /> 8.1 DISCLAIMER OF CERTAIN DAMAGES. Under no circumstances shall LeaseQuery or any of its affiliates or
<br /> subcontractors have any liability whatsoever for(i)any damages of any kind arising out of any interruption in availability of
<br /> internet connectivity or the Solution,(ii)any damages of any kind arising out of errors in the entry of data or information into
<br /> the Solution,or(iii)any consequential,indirect,incidental,punitive,special or exemplary damages, loss of Client's profit or
<br /> revenue,loss of use,loss of data or business interruption damages.
<br /> 8.2 LIMITATION OF LIABILITY.To the maximum extent permitted by applicable law,in no event shall the aggregate
<br /> liability of LeaseQuery or any of its affiliates or subcontractors,regardless of the cause and regardless of any other failure of
<br /> any provision or undertaking in this Agreement,under contract,tort or any other theory of liability(including claims alleging
<br /> negligence),exceed(i)in case of causes of action that arise out of or relate to Professional Services,the total amounts paid by
<br /> Client to LeaseQuery for the Professional Services giving rise to the claim during the six months preceding the date such cause
<br /> of action arises,and(ii)in the case of any other cause of action,50%of the annualized subscription fee(to the extent paid by
<br /> Client) as of the date such cause of action arises for the product giving rise to the claim, except to the extent resulting from
<br /> LeaseQuery's willful misconduct or bad faith.In circumstances where any limitation of liability or indemnification provision in
<br /> this Agreement is unavailable,the aggregate Iiability of LeaseQuery and its affiliates and subcontractors for any claim shall not
<br /> exceed an amount that is proportional to the relative fault that the conduct of LeaseQuery and its affiliates and subcontractors
<br /> bears to all other conduct giving rise to such claim.
<br /> 8.3 INDEMNIFICATION.To the maximum extent permitted by applicable law,Client shall indemnify and hold harmless
<br /> LeaseQuery,its affiliates and subcontractors,and their respective personnel from all claims,liabilities and expenses(including,
<br /> without limitation,attorneys'fees)attributable to claims of third parties relating to or resulting from the use of the Solution or
<br /> the use or disclosure of any outputs therefrom, any Professional Services or any other deliverables from LeaseQuery. This
<br /> indemnification provision applies regardless of whether the third-party claim is caused or alleged to be caused in whole or in
<br /> part by the indemnified party; provided,however,that it shall not apply to the extent of LeaseQuery's willful misconduct or
<br /> bad faith.
<br /> 9. CONFIDENTIALITY.
<br /> Each party acknowledges that in the course of this Agreement,it may have access to and may be making use of,acquiring or adding to
<br /> Confidential Information of the other party.Subject to the attached Addendum,each party hereby confirms that it will not,using at least
<br /> the same degree of care as it employs in maintaining in confidence its own Confidential Information of a similar nature(but in no event
<br /> less than a reasonable degree of care),disclose any such Confidential Information to a third party except with the prior written consent
<br /> of the other party or as specifically provided in this Agreement.This Agreement imposes no confidentiality obligation upon the receiving
<br /> party with respect to information that(i)is subject to the Washington Public Records Act,(ii)was in the receiving party's possession
<br /> before receipt from the disclosing party without an obligation to keep such information confidential;(iii)is or becomes available to the
<br /> public through no fault of the receiving party;(iv)is received in good faith by the receiving party from a third party not subject to an
<br /> obligation of confidentiality owed to the disclosing party and who discloses the Confidential Information without an obligation of
<br /> confidentiality;or(v)is disclosed as required by law or regulation,to respond to governmental inquiries,or in connection with litigation
<br /> pertaining hereto,provided in each case that the party so compelled promptly provides the other party with prior notice of such compelled
<br /> disclosure(to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the other party wishes to
<br /> contest or otherwise limit the disclosure.If a party discloses(or threatens to disclose)any Confidential Information of the other party in
<br /> breach of confidentiality protections in this Section,the other party shall have the right,in addition to any other remedies available,to
<br /> seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies may be inadequate.
<br /> Client hereby consents to LeaseQuery disclosing Client's Confidential Information to contractors providing administrative,
<br /> infrastructure and other support services to LeaseQuery,subcontractors providing services in connection with this Agreement,whether
<br /> inside or outside of the United States,and actual or potential investors or acquirers.With respect to any NDA,notwithstanding anything
<br /> to the contrary in such NDA,the obligations of the parties under such NDA shall be superseded in their entirety by the observance by
<br /> the parties of the confidentiality obligations in this Agreement, and any Confidential Information shared under such NDA shall be
<br /> treated as Confidential Information under this Agreement.
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