NEIGHBORLY SOFTWARE (BENEVANTE, INC.)

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Benevate Inc. SAAS Subscription Agreement WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE AND SERVICES.THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND SERVICES. 8. INDEMNITY a. Company will indemnify, defend, and hold harmless the Customer against all claims, suits and actions asserted by an unaffiliated third party against the Customer for liabilities,damages and costs, including reasonable attorneys' fees,incurred in the defense of any claim brought against Customer alleging that any Software or Services infringes or misappropriates a third-party's U.S.registered patent right,trademark,or copyright(an"Infringement Claim"),provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Customer shall not settle or compromise such Infringement Claim without the express written consent of the Company. b. Company's indemnity obligation under this Section shall not extend to claims that arise from: (i) An unauthorized modification of the Software or Services by Customer where the Software or Services would not be infringing without such modifications; (ii) The failure of Customer to install an update to the Software or Services provided.by Company, and about which Company informed City,that would have avoided the actual or alleged infringement; (iii) The combined use by Customer of the Software or Services with other components,products,or services not provided by Company where the Software or Services would not be infringing but for such combination;and/or (iv) Workflows,analytic applications,algorithms,or other applications or programming built by Customer or created by or on behalf of Customer without Company's approval. 9. LIMITATION OF LIABILITY a. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY RESULTING FROM (1) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN PARAGRAPH 4; (2) A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3 AND 8; OR (3) A PARTY'S WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED, TO LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO,BREACH OF CONTRACT,BREACH OF WARRANTY OR NEGLIGENCE. b. EXCEPT FOR LIABILITY RESULTING FROM(1)A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN PARAGRAPH 4;(2)A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3 AND 8; OR (3) A PARTY'S WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY EXCEED THE TOTAL AMOUNT OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO OFFER AND ACCEPT THE TERMS HEREIN. c. The Parties shall have an affirmative obligation to mitigate their respective losses (howsoever arising)recoverable from the other Party under or in connection with this Agreement. 10. INSURANCE a. During the course of performing its duties under this Agreement,Company agrees to maintain the levels of insurance as detailed in Exhibit B,attached hereto and incorporated herewith. 11. DISPUTE RESOLUTION a. With the exception of actions for injunctive relief for actions arising under the Confidentiality provisions of Section 4 of this !, Agreement,the Parties intend that any and every dispute by and between them,including but not limited to any dispute arising out of or relating to this Agreement or the breach,termination,enforcement,interpretation or validity thereof,be resolved first 6