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intellectual property right; or (iv) with respect to Agency, violation of any of the license terms or restrictions contained in this
<br />Agreement. The indemnities in this section are subject to the Indemnified Parties promptly notifying the Indemnifying Parties in
<br />writing of any claims or suits.
<br />13. 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 pocket expenses) for the specific Services from which liability arises during the
<br />twelve (12) month period immediately preceding the event first giving rise to such liability, and if not yet in the twelfth (12th)
<br />month of this Agreement, for the period leading up to such event. To the extent the relevant Services are made available at no
<br />cost to Agency, then in no event shall Provider's liability to Agency under this Agreement exceed one hundred dollars ($100.00)
<br />in the aggregate. This limitation of liability will not apply to any claims, actions, damages, liabilities or fines relating to or arising
<br />from Provider's gross negligence or willful misconduct. In no event shall Provider be liable for any indirect, special, incidental, or
<br />consequential damages in connection with this Agreement or the performance or failure to perform hereunder, even if advised
<br />of the possibility of such damages.
<br />14. FORCE MAJEURE.
<br />Neither Party will be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable
<br />control, including but not limited to natural disaster, pandemic, casualty, act of god or public enemy, riot, terrorism, or
<br />governmental act; provided, however, that such Party will not have contributed in any way to such event. If the delay or failure
<br />continues beyond thirty (30) calendar days, either Party may terminate this Agreement or any impacted Order with no further
<br />liability, except that Agency will be obligated to pay Provider for the Services provided under this Agreement prior to the effective
<br />date of such termination.
<br />15. NOTICES.
<br />All notices, requests, demands or other comm-unications under this Agreement shall be in writing to the address set forth in the
<br />opening paragraph and shall be deemed to have been duly given: (i) on the date of service if served personally on the Party to
<br />whom notice is to be given; (ii) on the day after delivery to a commercial or postal overnight carrier service; or (iii) on the fifth day
<br />after mailing, if mailed to the Party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid
<br />and properly addressed. Any Party hereto may change its address for the purpose of this section by giving the other Party timely,
<br />written notice of its new address in the manner set forth above.
<br />16. MISCELLANEOUS.
<br />16.1. Affiliates. For purposes of this Agreement, "Affiliate" means any corporation,firm, partnership or other Agency that directly
<br />or indirectly controls, or is controlled by, or is under common control with Provider. Affiliates shall not be bound by the
<br />terms and conditions of this Agreement with respect to the provision of their applicable Services hereunder and nothing in
<br />this Agreement shall prevent or limit Affiliates from offering previously purchased Reports or data extracted from Reports
<br />for sale.
<br />16.2. Independent Contractor/No Agency. Each Party acknowledges that it has no authority to bind or otherwise obligate the
<br />other Party.-
<br />16.3. Assignment. Neither Party shall assign this Agreement in whole or in part without the prior written consent of the other
<br />Party, and any such attempted assignment contrary to the foregoing shall be void. Notwithstanding the foregoing, an
<br />assignment by operation of law, as a result of a merger or consolidation of a Party, does not require the consent of the
<br />other Party. This Agreement will be binding upon the Parties' respective successors and assigns.
<br />16.4. Headings, Interpretation, and Severabilitv. The headings in this Agreement are inserted for reference only and are not
<br />intended to affect the meaning or interpretation of this Agreement. The language of this Agreement shall not be construed
<br />against either Party. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity,
<br />legality, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
<br />Confidential — Law Enforcement Agreement (Q1.21.V1) haw03222022 Page 7 of 11
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