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<br />employees and agents providing any aspect of the Services hereunder to execute a confidentiality agreement
<br />incorporating confidentiality and non-use provisions consistent with, and no less restrictive than, the requirements
<br />of this Section 13.a.
<br />b. At all times during the Services Term, CI shall maintain reasonable and appropriate safeguards, security measures
<br />and protocols, which in no event shall be less effective than industry-standard safeguards, security measures and
<br />protocols, designed to (i) reasonably protect Customer’s Confidential Information in CI’s possession or control from
<br />unauthorized use, alteration, access or disclosure; and (ii) detect and prevent a breach of such safeguards, security
<br />measures and protocols by any unauthorized party.
<br />c. Notwithstanding the foregoing, CI may use the Customer’s information for purposes other than the performance of
<br />the Services but only in an aggregated, anonymized form, such that Customer is not identified, and Customer will
<br />have no ownership interest in such aggregated, anonymized data.
<br />d. This Section 13 in its entirety is subject to Addendum (Washington State Transparency Laws) executed by CI.
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<br />14. Limitation of Liability. WITHOUT LIMITING ANY INDEMNIFICATION OBLIGATIONS OF A PARTY UNDER SECTION 10
<br />OF THIS AGREEMENT OR (EXCEPT AS EXPRESSLY PROVIDED OTHERWISE BELOW) THE LIABILITY OF A PARTY
<br />FOR ANY BREACH OF ITS OBLIGATIONS UNDER SECTION 13 OF THIS AGREEMENT, TO THE MAXIMUM EXTENT
<br />PERMITTED BY LAW, IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
<br />INCIDENTIAL, OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
<br />SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES), WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF
<br />THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND (B) A PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING
<br />FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT
<br />OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICES DURING THE TWELVE
<br />(12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY,
<br />EXCEPT THAT WITH REGARD TO LIABILITY OF A PARTY FOR BREACH OF ITS OBLIGATIONS UNDER SECTION 13
<br />OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY EXCEED THE LESSER OF
<br />(X) THE TOTAL CONTRACT PRICE OF THE APPLICABLE SOS, OR (Y) TWO HUNDRED AND FIFTY THOUSAND
<br />DOLLARS ($250,000). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER
<br />OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
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<br />15. Export. Export laws of the United States and any other related local laws and regulations may apply to the Services. Such
<br />laws govern Customer’s use of the Services and any data provided by CI to Customer under this Agreement, and Customer
<br />shall comply with all such laws and regulations. No data, information, software programs and/or other materials resulting
<br />from the Services will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited
<br />by these laws.
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<br />16. General.
<br />a. Force Majeure. Neither party shall be liable to the other party or deemed to be in default for any delay or failure
<br />in performance of any obligation under the Agreement or interruption of any Service resulting, directly or indirectly,
<br />from acts of God, civil or military authority, acts of the public enemy, acts of terrorism, acts of third parties over
<br />whom the party has no control, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes,
<br />floods, epidemics, pandemics, the elements or any other similar cause beyond the reasonable control of such party.
<br />b. Audit. CI may audit, at its own expense, Customer’s user logs and related data for the purpose of determining
<br />Customer’s compliance with the terms of this Agreement, including any then operative SOS. Audits shall be
<br />conducted by CI or its designee and shall be limited to records from the Effective Date of the ordering SOS to the
<br />month of the audit. CI shall be limited to one (1) audit per twelve (12) consecutive calendar month period. CI shall
<br />give ten (10) business days prior written notice of its intention to perform an audit. If any audit reveals non-
<br />compliance by Customer of any material term of the Agreement, then (i) Customer shall promptly initiate and
<br />prosecute to completion any remedial action required to cure such non-compliance, provided such non-compliance
<br />is reasonably subject to cure, and (ii) if the non-compliance is a variance of 5% or more in the total count of network
<br />users upon which Customer’s then-current annual subscription fee is based, then CI may adjust the annual
<br />subscription fee specified in the ordering SOS for the period then remaining in the Services. In addition, if any audit
<br />reveals actual network users exceeding contracted network users by 5% or more, then Customer shall pay CI for
<br />all underpayments, plus interest, and shall reimburse CI for the reasonable cost of the audit.
<br />c. Notice. Except as provided herein, any notice, approval or consent required or permitted hereunder shall be: (i) in
<br />writing; (ii) delivered by (A) hand or by overnight courier service, or (B) electronic mail to the respective addresses
<br />of the parties as set forth in the ordering SOS (or such other address a party may designate in writing); and (iii)
<br />effective upon actual delivery if by hand or courier service (or upon attempted delivery if receipt is refused), or upon
<br />electronic confirmation of successful delivery if by email.
<br />d. Integration; Waiver. This Agreement, including any SOS, Documentation, exhibit, document or information or
<br />policy accessed by referenced URL, is the complete agreement for the Services ordered by Customer, and
<br />supersedes all prior or contemporaneous agreements, representations and understandings, written or oral,
<br />regarding such Services. If any provision of this Agreement shall be judicially determined to be unenforceable or
<br />invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall
<br />otherwise remain in full force and effect and enforceable. A party’s rights, obligations and restrictions hereunder
<br />may not be waived except in a writing signed or digitally accepted by an authorized representative of each party.
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