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10. DISCLAIMER OF WARRANTIES.
<br />10.1. DISCLAIMER. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES
<br />AND SOFTWARE ARE PROVIDED BY CONTRACTOR ON AN "AS IS" AND "AS AVAILABLE"
<br />BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
<br />BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
<br />A PARTICULAR PURPOSE; provided; however any such warranties received by Contractor from its
<br />suppliers shall be passed on to Client.
<br />10.2. Limitations. Unless otherwise expressly provided herein, neither Contractor nor any of its service
<br />providers, licensors, employees or agents warrant that the operation of the Services will be uninterrupted
<br />or error free. Contractor will not be responsible for any damages that Client may suffer arising out of use,
<br />or inability to use, the Services to the extent Contractor is reasonably unable to control.
<br />11. LIMITATIONS AND DISCLAIMERS OF LIABILITY.
<br />11.1. DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL ANY PARTY HAVE ANY
<br />LIABILITY TO THE ANOTHER PARTY HERETO FOR ANY LOST PROFITS (WHETHER DIRECT
<br />OR INDIRECT), LOSS OF USE, COSTS OF COVER, OR FOR ANY INDIRECT, SPECIAL,
<br />INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND,
<br />WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY OTHER THEORY OF
<br />LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />SUCH DAMAGE.
<br />12. INDEMNIFICATION.
<br />12.1. Contractor's Obligation. Contractor shall defend, indemnify and hold each Client Indemnitee (as defined
<br />below) harmless from any and all losses, costs, fines, penalties, damages and other amounts (including
<br />reasonable attorney fees) incurred by, assessed against or imposed on a Client Indemnitee arising from
<br />or in connection with any and all third party suits, claims, actions or demands (a "Claim"): (i) alleging
<br />any Product, Software or any Service infringes any valid and issued patent, copyright, or trademark or
<br />similar property right of a third party, (ii) for'personal injuries, death or damage to tangible personal and
<br />real property caused by the gross negligence or willful misconduct of Contractor, its employees,
<br />contractors or agents; (iii) relating to or arising out of Contractor's failure to comply with applicable law;
<br />and (iv) relating to or arising out of Contractor's breach of its confidentiality obligations hereunder.
<br />"Client Indemnitee" shall mean Client, and its respective officers, directors, employees, agents, successors
<br />and assigns.
<br />12.2. Client Obligation. To the extent allowed by the laws of the State of California, Client shall defend,
<br />indemnify and hold Contractor harmless from any and all losses, costs, fines, penalties, damages and other
<br />amounts (including reasonable attorney fees) incurred by, assessed against or imposed
<br />on Contractor arising from or in connection with any and all third party suits, claims, actions or demands
<br />(a "Claim"): (i) for personal injuries, death or damage to tangible personal and real property caused by
<br />the gross negligence or willful misconduct of Client, its employees, contractors or agents other
<br />than Contractor; (ii) relating to or arising out of Client's failure to comply with applicable law; and (iii)
<br />relating to or arising out of Client's breach of its confidentiality obligations hereunder.
<br />13. TERMINATION.
<br />13.1. Default. In the event a Party hereto breaches this Agreement and such breach is not cured during the Cure
<br />Period (defined below), if applicable, the non -breaching Party may terminate this by providing no less
<br />than one hundred twenty (120) business days' prior written notice of termination (the "Termination
<br />Period") to the other Party.
<br />13.2. Breach. Either party may terminate this Agreement for breach of duty, obligation or warranty upon
<br />exhaustion of all remedies herein.
<br />13.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration
<br />Date, the Client shall pay Contractor for services actually rendered up to the effective date of termination
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