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Doauslgn Envelope ID:4FF851C3,ODES-4C70-8186-6D7B11119215 Party Claims based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement. DEBTBOOK EXPRESSLY AGREES THAT THIS PROVISION WILL NOT APPLY TO ANY CUSTOMER THAT IS A GOVERNMENT ENTITY TO THE EXTENT SUCH INDEMNIFICATION OBLIGATIONS ARE PROHIBITED UNDER APPLICABLE LAW. 9. Limitations of Liabllity.EXCEPTAS EXPRESSLY OTHERWISE PROVIDED IN THISSECTION,IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,EXEMPLARY,SPECIAL, ENHANCED,OR PUNITIVE DAMAGES,REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION,IN NO EVENT WILL THE AGGREGATE LIABILITY OF DEBTBOOK ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANT TO SECTION S. 10, Term and T rmination. (a) Term.The Initial Term of the Agreement is set forth in the Order Form. In the event Customer has multiple terms,this Agreement will remain In effect until the expiration or termination of all Order Forms. (b) [intentionally omitted] (c) Termination.In addition to any other express termination right set forth in the Customer Terms: (1) DebtBook may terminate the Agreement immediately if Customer breaches any of Its obligations under Section 2 or Section 5; (ii) Customer may terminate the Agreement in accordance with the SLA; (III) either party may terminate the Agreement,effective on written notice to the other party, If the other party materially breaches the Agreement,and such breach:(A)is incapable of cure;or(B)being capable of cure, remains uncured 30 days afterthe non-breaching party provides the breaching partywith written notice of such breach; (iv) if Customer Is a Government Entity and sufficient funds are not appropriated to pay for the Application Services,then Customer may terminate the Agreement at anytime without penalty following 30 days prior written notice to DebtBeok;or (v) either party may,to the extent permitted by law,terminate the Agreement,effective Immediately on written notice to the other party,if the other party becomes insolvent or is generally unable to pay,or fails to pay, its debts as they become due or otherwise becomes subject,voluntarily or involuntarily,to any proceeding under any domestic or foreign bankruptcy or insolvency law. (d) Survival.Only this Section and Section 1(Definitions),Sections 4 through 6(Fees;Confidential Information; Intellectual Property),Section 7(c)(Disclaimer of Warranties),and Sections 8,9 and 12(Indemnification;Limitations of Liability; Miscellaneous)will survive anytermination or expiration of the Agreement. 11. Independent Contractor.The parties to the Agreement are Independent contractors.The Agreement does not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement, authorized as an agent, employee,or representative of the other party. 12. Miscellaneous. (a) Governing Law:Submission to Jurisdiction.The Agreement will be governed by and construed in accordance with the laws of the Governing State,without regard to any choice or conflict of law provisions,and any claim arising out of the