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MILLER
<br />6.1.2 To Client's knowledge, the Client Data does not and will not infringe or misappropriate
<br />any copyright, patent, trade secret, trademark, or other proprietary right held by any third -party and is free of any
<br />lien, claim, security interest or encumbrance; and
<br />6.1.3 Neither Client nor any of its employees has received, offered or provided, nor will it
<br />receive, offer or provide, directly or indirectly, any gift, gratuity, favor, entertainment, loan or other thing of
<br />monetary value to any employee or agent of MMI as an inducement to do business with MMI. Client further
<br />warrants its Authorized Users have not, and will not engage in any collusion with any other potential supplier to
<br />secure this Agreement.
<br />6.2 MMI represents and warrants that:
<br />6.2.1 MMI has full right, power and authority to enter into and perform its obligations
<br />according to the terms of this Agreement;
<br />6.2.2 To MMI's knowledge, the Software complies with all applicable national, state, and local
<br />laws and regulations and, to MMI's knowledge, does not contain any material that infringes, violates, or
<br />misappropriates the hitellectual Property Rights of any third party, and (ii) to the extent the Software contains any
<br />materials subject to third party rights, MMI has obtained any and all necessary clearances, releases, approvals,
<br />licenses, or consents from third parties and made any and all required payments to third parties (including without
<br />limitation to unions or guilds) so that Client and its Authorized Users can exercise the rights and licenses
<br />authorized under this Agreement;
<br />6.2.3 For the Term of this Agreement, the eSOPH System will operate substantially in
<br />conformance with any written specifications contained in any Documentation and in this Agreement, including
<br />the Client Specific Terms of the Quote. MMI's sole obligation to Client and Client's sole remedy under this
<br />warranty is to correct the eSOPH System so it will perform within any represented specifications or refund the
<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 terms 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. ASSUMPTION OF RISK; LIMITATION OF LIABILITY
<br />7.1 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 any obligations to
<br />maintain specific insurance requirements pursuant to any provision of this Agreement. Nothing in this Agreement
<br />shall be construed to limit any remedies available to the Parties in law or equity, including but not limited to
<br />injunctive relief and/or the mutual indemnification obligations herein.
<br />7.2 Mutual Indemnification. To the extent permitted by law, each Party (the "Indemnifying Party")
<br />shall indemnify, defend and hold harmless the other Party (the "Indemnified Party"), including each of the
<br />Indemnified Party's respective Affiliates, officers, directors, shareholders, employees, representatives, agents,
<br />MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT ("MSSSA") PAGE 15 OF 24
<br />Version: May 30, 2023
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