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Paymentus <br /> telecommunications services), external computer <br /> "hacker" attacks, and/or delays of common carrier. Notwithstanding the foregoing, the parties <br /> agree that neither party shall be liable to the other for <br /> 7.10 Time of the Essence any lost profits, lost savings or other special, indirect <br /> or consequential damages,even if the party has been <br /> Paymentus and Client acknowledge and advised of or could have foreseen the possibility of <br /> agree that time is of the essence for the completion of such damages. The total liability of Client or <br /> the Services to be performed and each parties Paymentus for damages for any and all actions <br /> respective obligations under this Agreement. associated with this Agreement or the Services shall <br /> in no event exceed the greater of(i)$1,000,000 or(ii) <br /> an amount equal to the total of three year's fees paid <br /> 8 Indemnification to Paymentus under this Agreement. <br /> 8.1 Paymentus Indemnification and Hold 9 Term and Termination <br /> Harmless <br /> 9.1 Term <br /> Paymentus agrees to the fullest extent <br /> permitted by law, to indemnify and hold harmless the The term of this Agreement shall commence on the <br /> Client and its governing officials, agents, employees, effective date of this Agreement and continue for a <br /> and attorneys (collectively, the "Client Indemnitees") period of 3 (three) years ("Initial Term") from the <br /> from and against all liabilities, demands, losses, Launch Date. Services under this Agreement shall <br /> damages, costs or expenses (including reasonable begin within 30 days of the merchant account setup. <br /> attorney's fees and costs), incurred by any Client <br /> Indemnitee as a result or arising out of (i) the willful At the end of the Initial Term, this Agreement will <br /> misconduct or negligence of Paymentus in automatically renew for successive one (1) year <br /> performing the Services or (ii) a material breach by periods unless either Client or Paymentus provide the <br /> Paymentus of its covenants. other party with not less than 6 (six) months prior <br /> written notice before such automatic renewal date <br /> 8.2 Client Indemnification and Hold that such party elects not to automatically renew the <br /> Harmless term of this Agreement. <br /> Client agrees to the fullest extent permitted <br /> by law, to indemnify and hold harmless Paymentus, <br /> its affiliates, officers, directors, stockholders, agents, <br /> employees, and representatives, (collectively, the <br /> "Paymentus Indemnitees") from and against all <br /> liabilities, demands, losses, damages, costs or <br /> expenses (including without limitation reasonable <br /> attorney's fees and expenses) incurred by any <br /> Paymentus Indemnitee as a result or arising out of(i) <br /> the willful misconduct or negligence of Client related <br /> to the Services or (ii) a material breach of Client's <br /> covenants. <br /> 8.3 Warranty Disclaimer <br /> Except as expressly set forth in this <br /> Agreement, Paymentus disclaims all other <br /> representations or warranties, express or implied, <br /> made to the Client or any other person, including <br /> without limitation, any warranties regarding quality, <br /> suitability, merchantability, fitness, for a particular <br /> purpose or otherwise of any services or any good <br /> provided incidental to the Services provided under <br /> this Agreement. <br /> 8.4 Limitation of Liability <br /> Master Services Agreement—Absorbed Page 6 of 8 <br /> 100205 <br />