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Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1
<br /> mindbase
<br /> By VerWerm
<br /> 7.2. Customer Indemnity. Customer will defend,indemnify,and hold Mindbase and
<br /> its subcontractors, subsidiaries and other affiliates harmless from and against any and
<br /> all damages, losses, liabilities, and expenses (including reasonable fees and expenses of
<br /> attorneys) arising from any actual or threatened third-party claim, demand, action, or
<br /> proceeding arising from or related to (a) Customer-Provided Equipment, Customer
<br /> Data, or Non-Mindbase Content, including any claim, demand, action, or proceeding
<br /> alleging that any such equipment, data, or materials (or the integration or use thereof
<br /> with the Software and Services) infringes or misappropriates a third- party intellectual
<br /> property or other right, violates applicable law, or breaches the Agreement, (b)
<br /> Customer-Provided Equipment's failure to meet the minimum requirements set forth in
<br /> the applicable Documentation or match the applicable specifications provided to
<br /> Mindbase by Customer in connection with the Subscription Software or Services; (c)
<br /> Customer's (or its service providers, agents, employees, or Authorized User's)
<br /> negligence or willful misconduct;and (d)Customer's or its Authorized User's breach of
<br /> this Agreement.This indemnity will not apply to the extent any such claim is caused by
<br /> Mindbase's use of Customer-Provided Equipment, Customer Data, or Non-Mindbase
<br /> Content in violation of the Agreement. Mindbase will give Customer prompt, written
<br /> notice of any claim subject to the foregoing indemnity.Mindbase will,at its own expense,
<br /> cooperate with Customer in its defense or settlement of the claim.
<br /> 8. Limitation of Liability
<br /> 8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. MINDBASE, ITS
<br /> AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
<br /> EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS
<br /> (COLLECTIVELY, THE "MINDBASE PARTIES") WILL NOT BE LIABLE IN
<br /> CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MINDBASE'S
<br /> INDEMNITY OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT,
<br /> UNDER TORT THEORY, OR OTHERWISE) FOR, ANY INDIRECT, INCIDENTAL,
<br /> SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR
<br /> DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MINDBASE HAS BEEN
<br /> ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH
<br /> DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE
<br /> FORESEEABLE;UNLESS ANY SUCH DAMAGES ARE CAUSED BY MINDBASE'S USE
<br /> OF CUSTOMER-PROVIDED EQUIPMENT,CUSTOMER DATA,OR NON-MINDBASE
<br /> CONENT IN VIOLATION OF THE AGREEMENT.
<br /> 8.2. DIRECT DAMAGES. THE TOTAL AGGREGATE LIABILITY OF THE
<br /> MINDBASE PARTIES,WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT,
<br /> LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL
<br /> NOT EXCEED THE TOTAL FEES PAID FOR THE SUBSCRIPTION SOFTWARE TO
<br /> WHICH THE CLAIM IS RELATED DURING THE CONSECUTIVE TWELVE (12)
<br /> MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE
<br /> FIRST CLAIM AROSE.
<br /> Page 8 of 18
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