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NEITHER DFS NOR ANY OF ITS AFFILIATES OR THIRD-PARTY SUPPLIERS WILL BE LIABLE TO DISTRIBUTOR OR SUBSCRIBER, OR
<br />ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF DATA, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE
<br />OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BREACH OF CONTRACT, EXPECTATION
<br />DAMAGES, RELIANCE DAMAGES, LOSS OF PROFITS, GOODWILL, USE, OR DATA (EVEN IF DFS HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIPTION SERVICES PROVIDED
<br />HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO
<br />USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (III) UNAUTHORIZED ACCESS
<br />TO, OR LOSS, MISAPPROPRIATION OR ALTERATION OF DISTRIBUTOR’S OR SUBSCRIBER’S DATA/CONTENT.
<br />NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR ELSEWHERE, THE CUMULATIVE LIABILITY OF DFS AND ITS
<br />AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
<br />OR THE SUBSCRIPTION SERVICES SHALL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500)
<br />OR THE CUMULATIVE AMOUNT PAID TO DFS BY THE SUBSCRIBER/DISTRIBUTOR UNDER THIS SUBSCRIPTION AGREEMENT
<br />DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
<br />Applicable Law. This Agreement will be interpreted and construed in accordance with the laws of (a) the State of
<br />Washington if Subscriber’s or Distributor’s invoiced place of business is in the U.S., Canada or Mexico; or (b) England
<br />and Wales if the Subscriber’s or Distributor’s invoiced place of business is outside the U.S., Canada or Mexico, in either
<br />case without giving effect to any choice of law rules that would cause the application of laws of any other jurisdiction.
<br />Content. Subscriber shall be solely responsible for all content that it publishes via, or otherwise provides for use with,
<br />Subscription Services, and any associated consequences. For sales by a Distributor, the Distributor shall, as between DFS and
<br />Distributor, be solely responsible for all content published via, or otherwise provided for use with, the Subscription Services
<br />by any Subscriber to which Distributor sells Subscription Services, and all associated consequences. Subscriber affirms,
<br />represents, and warrants that it owns or has the necessary licenses, rights, consents, and permissions to (i) publish content
<br />that it submits and (ii) use data, including but not limited to personal data, that it provides in connection with the setup and
<br />initialization of Subscription Services; and any Distributor signatory to this Agreement hereby acknowledges that it is
<br />obligated to include the aforementioned representation and warranty in each of its direct contracts with Subscribers for
<br />Subscription Services. Subscriber will defend, indemnify and hold DFS, its affiliates, and its and their respective officers,
<br />directors, employees, agents, successors and assigns harmless from and against any and all claims, actions, suits, proceedings,
<br />losses, damages, liabilities, judgments, costs and expenses of any nature whatsoever (including reasonable attorney fees)
<br />that arise from, relate to, are based upon or allege: (i) any claim that Licensee Data or any other data, information or content
<br />provided or made available by or on behalf of Subscriber, or use or disclosure thereof as contemplated hereunder, infringes
<br />any right of any party or violate any law, rule or regulation, or (ii) Subscriber’s actual or alleged breach of this Agreement.
<br />Technical Requirements and Hardware. Except as otherwise provided in this Agreement, any hardware provided by DFS
<br />hereunder is subject to a parts-only warranty and the Terms. DFS will retain ownership of any hardware device(s) included as
<br />a part of the Subscription Service(s) and will upgrade such hardware device(s) only as it deems necessary to enable the
<br />technological functionality of the Subscription Service(s). Failure to adhere to the Technical Requirements will not result in
<br />suspension of Periodic Charges. DFS is not responsible for any of Subscriber’s or Distributor’s malfunctioning equipment not
<br />covered under warranty.
<br />General. Subscriber or Distributor, as applicable, shall promptly notify DFS upon any of the following changes: principal place
<br />of business, EIN or legal entity name. This Agreement shall supersede and replace all prior agreements, orders and
<br />understandings, oral or written, between DFS and the signatory to this Agreement (whether Subscriber or Distributor) in its
<br />entirety.
<br />Security. Subscriber shall, and shall ensure that all of its users, comply with all DFS rules and regulations and
<br />security restrictions in connection with use of the Subscription Service(s). If applicable, each user will be assigned a
<br />unique user identification name and password for access to and use of the Subscription Service(s) (“User ID”). Subscriber
<br />shall be solely responsible for ensuring the security and confidentiality of all User IDs provided to Subscriber. Subscriber
<br />acknowledges that Subscriber will be fully responsible for all liabilities incurred through use of any of Subscriber’s
<br />User IDs and that any transactions under Subscriber’s User IDs will be deemed to have been performed by Subscriber.
<br />Use of any User ID other than as provided in this Agreement shall be considered a breach of this Agreement by Subscriber.
<br />Subscriber must purchase a User ID for each unique User and acknowledge that User IDs may not be shared between
<br />Users.
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