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8.7. Injunctive Relief the event of a breach or a threatened breach of the confidentiality or privacy provisions of this Agreement,
<br />the non -breaching Party may have no adequate remedy In monetary damages and, accordingly, may seek an Injunction against
<br />the breaching Party,
<br />8.8. Other. During the term of this Agreement and subject to approval by Agency, Agency agrees to serve as a reference for the
<br />Services, which may include (1) reference calls with mutually acceptable prospects; (li) a published "success story" describing the
<br />partnership with Provider; (iii) the use of Agency's name in Provider marketing activities; or (iv) a favorable reference of Provider
<br />to an Industry analyst or at an industry conference.
<br />9. PROVIDER AUDIT RIGHTS.
<br />Agency understands and agrees that, in order to ensure Agency's compliance with the Agreement, as well as with applicable laws,
<br />regulations and rules, Provider's obligations under its contracts with Its data providers, and Provider's internal policies, Provider may
<br />conduct periodic reviews of Agency's use of the Services and may, upon reasonable notice, audit Agency's records, processes and
<br />procedures related to Agency's use, storage and disposal of the Services and Information received therefrom. Agency agrees to
<br />cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an expedited
<br />response is required. Violations discovered in any review and/or audit by Provider will be subject to immediate action Including, but
<br />not limited to, invoicing for any applicable Fees (if Services are based on number of users and Agency's use exceeds licenses granted),
<br />suspension or termination of the license to use the Services, legal action, and/or referral to federal or state regulatory agencies.
<br />10. REPRESENTATIONS AND WARRANTIES.
<br />Agency represents and warrants to Provider that Agency is fully authorized to disclose Reports, Information, and related data or
<br />images to Provider in accordance with this Agreement and to grant Provider the rights to provide the Services as described herein.
<br />Where redaction of Reports is required prior to provision to Provider, Agency represents and warrants it will redact applicable Reports
<br />consistent with all laws and regulations. In performing their respective obligations under this Agreement, each Party agrees to use
<br />any data and provide anyservices, In strict conformance with applicable laws and regulations, and further, to comply with all applicable
<br />binding orders of any court or regulatory entity and consistent with the terms of this Agreement.
<br />11, LIMITATION OF WARRANTY.
<br />For purposes of this section, "Provider" includes Provider and its Affiliates, subsidiaries, parent companies, and data providers. THE
<br />SERVICES PROVIDED BY PROVIDER ARE PROVIDED "AS 15" AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE,
<br />REGARDING ITS ACCURACY OR PERFORMANCE INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY
<br />OR FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, ORIGINALITY, OR OTHERWISE, OF ANY SERVICES, SYSTEMS, EQUIPMENT OR
<br />MATERIALS PROVIDED HEREUNDER.
<br />12. LIMITATION OF LIABILITY.
<br />To the extent permitted by applicable law, Provider's entire liability for any claims(s) resulting from its acts or omissions, including,
<br />but not limited to negligence claims under this Agreement shall not exceed the total amount of Fees actually received by Provider
<br />from Agency (excluding pass through or out of packet expenses) for the specific Services from which liability arises during the twelve
<br />(12) month period Immediately preceding the event first giving rise to such liability, and if not yet In the twelfth (12th) month of this
<br />Agreement, for the period leading up to such event. To the extent the relevant Services are made available at no cost to Agency, than
<br />in no event shall Provider's liability to Agency under this Agreement exceed One Hundred dollars ($100,00) in the aggregate. This
<br />limitation of liability will not apply to any claims, actions, damages, liabilities or fines relating to or arising from Provider's gross
<br />negligence or willful misconduct. In no event shall Provider be liable for any indirect, special, Incidental, or consequential damages in
<br />connection with this Agreement orthe performance or failure to perform hereunder, even if advised of the possibility of such damages.
<br />13. INDEMNIFICATION.
<br />To the extent permitted under applicable law, each Party shall defend, indemnify, and hold harmless the other Party, Its Affiliates, and
<br />their officers, directors, employees, and Agents (the "Indemnified Parties") against and from any and all losses, liabilities, damages,
<br />actions, claims, demands, settlements, judgments, and any other expenses (including reasonable attorneys' fees), which are asserted
<br />against the Indemnified Parties by a third party, butonlyto the extent caused by (1) violation of law in the performance of its obligations
<br />under this Agreement by the indemnifying party, Its Affiliates, or the officers, Agents or employees of such party (the "Indemnifying
<br />Parties"); (ii) the gross negligence or wlliful misconduct of the Indemnifying Parties during the term of this Agreement; (lii) violation,
<br />Infringement or misappropriation of any U.S. patent, copyright, trade secret or other intellectual property right; or (iv) with respect to
<br />Confidentlal and Proprietary Information of LexlsNexis
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