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MILLER MENDEL. INC.
<br />related license fee, whole or in part. This warranty is void if any unauthorized modifications are made to the
<br />eSOPH System or if the eSOPH System is not used in compliance with the terns of this Agreement; and
<br />6.2.4 Except for the limited warranty provided in this Agreement, the eSOPH System and any
<br />other MMI products and services are provided "As Is" and MMI disclaims all warranties, express or implied, that
<br />may arise either by the Parties' agreements or by operation of law, including without limitation any warranty of
<br />merchantability or fitness for a particular purpose. MMI does not warrant the operation of the eSOPH System
<br />shall be error or "bug" free or that the eSOPH System will meet the requirements or expectations of Client, its
<br />Authorized Users or Applicants.
<br />7. MUTUAL INDEMNIFICATION; ASSUMPTION OF RISK; LIMITATION OF LIABILITY
<br />7.1 Mutual Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and
<br />hold harmless the other Party (the "Indemnified Party"), including each of the Indemnified Parry's respective
<br />Affiliates officers, directors, shareholders, employees, representatives, agents, successors and assigns (each an
<br />"Indemnified Person"), from and against all claims by any third party asserted in any cause of action, and including
<br />any damages, penalty, cost or expense (including reasonable attorneys' and witnesses' fees and costs), to the extent
<br />such cause of action arises from (a) the Indemnifying Party's gross negligence or willful misconduct in performing
<br />any of its obligations under this Agreement, or (b) a material breach by the Indemnifying Party of any of its
<br />representations, warranties, covenants or obligations under this Agreement; PROVIDED, however, such
<br />indemnity shall not extend to claims arising from any breach of this Agreement or willful or negligent act by the
<br />Indemnified Party or an Indemnified Person of the Indemnified Party, and provided that: (i) the Indemnified
<br />Person promptly notifies the Indemnifying Party of the claim in writing; and, (ii) the Indemnified Person and
<br />Indemnified Party provide the Indemnifying Party with the assistance, information and authority necessary to
<br />perform the Indemnifying Party's obligations under this Section. The Indemnified Person shall be entitled to
<br />participate at its option and expense through counsel of its own selection, and may join in any legal actions related
<br />to any such claims, demands, losses, damages, costs, expenses and penalties. The Indemnifying Party shall not
<br />enter into any settlement which includes an admission of negligence or wrongdoing by any Indemnified Person,
<br />without the prior written consent of such Indemnified Person.
<br />7.2 Assumption of Risk; Limitation of Liability. Each Party shall be solely liable for third party
<br />claims arising from any willful or negligent act or failures to act, or the errors or omissions, of the Party's owners,
<br />officers, employees, agents or contractors. Excepting for the breach provisions of this Agreement, neither Party
<br />to this Agreement, nor any of such Parties' respective Affiliates, trustees, directors, officers, employees, fellows
<br />or agents shall be responsible or liable to the other Party for any injury, loss, or damage of any kind, including but
<br />not limited to indirect, special, incidental consequential, punitive damages or lost profits, relating to design,
<br />development, specification, manufacture, production or use of the eSOPH software and services or any part
<br />thereof. The limitations on liability of the previous sentence shall apply even though a Party may have been
<br />advised of the possibility of such injury, loss or damage. This paragraph shall not apply to an Indemnifying
<br />Parry's obligation to indemnify an Indemnified Person under this Section or any obligations to maintain specific
<br />insurance requirements pursuant to any provision of this Agreement. Nothing in this Agreement shall be construed
<br />to limit any remedies available to the Parties in law or equity, including but not limited to injunctive relief.
<br />8. NOTIFICATION OF TIUR -PARTY ACTION OR CLAIM. Client shall notify MMI of any third
<br />party lawsuit, action, and proceeding or claim brought or threatened by a third party against Client or its employee,
<br />subcontractor, or other representative or agent based in part on Client's or an Applicant's use of the eSOPH
<br />System, including without limitation (a) claims regarding privacy, security, collection, use, processing, or
<br />disclosure of Client Data collected through or stored by the eSOPH System, (b) and claims where it is reasonably
<br />likely that MMI will be named as a party or witness.
<br />9. CORRECTIVE ACTIONS. If all or any part of the Software is held, or MMI determines that it could
<br />be held, to infringe, wrongfully use or misappropriate any third -party intellectual property right, MMI at no cost
<br />to Client: (a) will procure for Client the right to continue using the eSOPH System in accordance with its rights
<br />under this Agreement; (b) replace the item with a substantially equivalent item that does not infringe, wrongfully
<br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 16 OF 21
<br />Version: June 1, 2019 — Santa Ana Specific (See Addendum)
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