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#4833-2294-9365.4
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<br />(b) Customer Indemnification. Customer shall indemnify, hold harmless, and,
<br />at Provider's option, defend Provider from and against any Losses resulting from any
<br />Third-Party Claim that the Customer Data, or any use of the Customer Data in
<br />accordance with this Agreement, infringes or misappropriates such third party's [US]
<br />intellectual property rights and any Third-Party Claims based on Customer's or any
<br />Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a
<br />manner not authorized by this Agreement; (iii) use of the Services in combination with
<br />data, software, hardware, equipment, or technology not provided by Provider or
<br />authorized by Provider in writing; or (iv) modifications to the Services not made by
<br />Provider, provided that Customer may not settle any Third-Party Claim against Provider
<br />unless Provider consents to such settlement, and further provided that Provider will have
<br />the right, at its option, to defend itself against any such Third-Party Claim or to
<br />participate in the defense thereof by counsel of its own choice.
<br />(c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE
<br />REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY
<br />ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES
<br />INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY
<br />INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT
<br />WILL PROVIDER'S LIABILITY UNDER THIS SECTION 9 EXCEED $100.
<br />10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE
<br />UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR
<br />EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
<br />NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a)
<br />CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED,
<br />OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST
<br />BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR
<br />REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR
<br />RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e)
<br />COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF
<br />WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
<br />DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN
<br />NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR
<br />RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY,
<br />INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
<br />LIABILITY, AND OTHERWISE EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO
<br />PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE
<br />EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.
<br />11. Term and Termination.
<br />(a) Term. The initial term of this Agreement begins on the Effective Date and,
<br />unless terminated earlier pursuant to this Agreement's express provisions, will continue in
<br />effect until one year from such date (the "Initial Term"). This Agreement will
<br />automatically renew for additional successive one year term[s] unless earlier terminated
<br />pursuant to this Agreement's express provisions or either Party gives the other Party
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