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Page 5 of 5 required. Violations discovered in any review and/or audit by LN will be subject to immediate action including, but not limited to, suspension or termination of the license to use the LN Services, legal action, and/or referral to federal or state regulatory agencies. 12. Representations and Warranties. Agency represents and warrants to LN that (i) Agency is legally authorized and fully empowered to enter into this Agreement and to bind Agency to all obligations and responsibilities hereunder, and (ii) Agency is fully authorized to disclose Agency police reports and related data to LN in accordance with this Agreement and grant LN the rights to provide the Services as described herein. In performing their respective obligations under this Agreement, each Party agrees to use any data and provide any services, in strict conformance with applicable laws and regulations, and further, to comply with all applicable binding orders of any court or regulatory entity. Each person signing this Agreement represents and warrants that he or she has the necessary authority to bind the Party named therein to this Agreement (including any Exhibits hereto). 13. Limitation of Warranty/Liability. Due to the nature of public record information, the public records and commercially available data sources used in LN Services may contain errors and are generally not free from defect, nor are they a comprehensive compilation of the data. FOR PURPOSE OF THIS SECTION, "LEXISNEXIS" INCLUDES LEXISNEXIS AND ITS AFFILIATED, SUBSIDIARY, AND PARENT COMPANIES. EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, LEXISNEXIS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LEXISNEXIS SOLUTIONS AND SERVICES PROVIDED HEREUNDER AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF NON-INFRIMNGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. The parties will not incur any liability to each other or to any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Exhibit B (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the Parties. This Exhibit B applies to any and all delivery methods used by LN to provide LN Services, including but not limited to: online, batch, XML, assisted searching, machine-to- machine searches, and any other means which may become available and which LN may utilize in performance of its obligations hereunder. IN NO EVENT SHALL LEXISNEXIS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LEXISNEXIS' ENTIRE LIABILITY SHALL NOT EXCEED $100.00 (ONE- HUNDRED DOLLARS). 14. Indemnification. Each Party shall defend, indemnify, and hold harmless the other Party, its Affiliates, and their officers, directors, employees, and Agents (the "Indemnified Parties") against and from any and all losses, liabilities, damages, actions, claims, demands, settlements, judgments, and any other expenses (including reasonable attorneys' fees), which are asserted against the Indemnified Parties by a third party, but only to the extent caused by i) violation of law in the performance of its obligations under this Agreement by the indemnifying party, its Affiliates, or the officers, Agents or employees of such party (the "Indemnifying Parties"); or ii) the gross negligence or willful misconduct of the Indemnifying Parties during the term of this Agreement, provided that the Indemnified Parties notifies the Indemnifying Parties promptly of any claims or suits. 15. Fees. All fees chargeable and payments due hereunder shall be paid in U.S. dollars in accordance with the terms and conditions of this Agreement. Unless otherwise agreed to in writing, payment terms are net thirty (30) days from invoice date. The charges for all LN Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes, and any such taxes applicable to Agency's use of the LN Services shall be charged to Agency's account. 16. Miscellaneous. A Party may not assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, LN may assign its rights and obligations hereunder to a subsidiary or Affiliate of LN or to a successor who acquires the business and assets of LN, provided that entity agrees to be bound by the terms and conditions of this Agreement. Neither Party will, by the lapse of time or otherwise, and without giving written notice to the other, be deemed to have waived any of its rights under this Agreement. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. All notices and demands required or permitted under this Agreement shall be in writing and shall be given (i) by actual delivery of the notice into the hands of the Parry entitled to receive it, (ii) by mailing such notice by registered or certified mail, return receipt requested, in which case the notice shall be deemed to be given upon signed receipt, (iii) by depositing such notice with any nationally recognized overnight carrier, in which case the notice shall be deemed to be given on the business day after it is so deposited, or (iv) by facsimile with confirmation of transmission and with a copy also sent by first class mail, in which case such notice shall be deemed to be given on the date of the facsimile confirmation. Either Parry may change the address or fax number at which it will receive notices by providing written notice to the other party. All notices to a Party shall be addressed to the other party at the address set forth on the first page of this Agreement. If any part of this Agreement is found to be illegal or unenforceable, then that part will be curtailed only to the extent necessary to make it, and the remainder of this Agreement, legal and enforceable. Notwithstanding any choice of laws provisions of the State of California, this Agreement, including any Exhibits, shall be deemed to have been executed in and governed by the State of California. Confidential eCrash Police Agency Information Agreement (Q4.12.V3)