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Docusign Envelope ID:861 E96OD-5A7A-40C7-A546-gE2B8236ACC2 GiViNG RISE TO SUCH LIABILITY,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS; OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, NOTWITHSTANDING THE FOREGOING, ANY BREACHES OF CONFIDENTIALITY AND DATA PRIVACY , RESPONSIBILITIES HEREUNDER WiLL NOT BE SUBJECT TO THE ABOVE LIMITATIONS. THAT SAID, A PARTY WILL NOT BE LIABLE FOR DAMAGES DUE TO BREACHES OF CONFIDENTIALITY AND DATA PRIVACY OBLIGATIONS HEREUNDER IN AN AMOUNT THAT EXCEEDS FIVE HUNDRED THOUSAND DOLLARS ($500,000) IN THE AGGREGATE DURING THE TERM. 8.4. Essential Basis of the Agreement. Relying Party acknowledges and understands that the disclaimers, excl�_sions and limitations of liability set forth in this Section 8 form an essential basis of the agreement between the pariies, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the erms an con loons-o-t Is greemenf-wou-- a su stantia y dI erent_- 9. INDEMNIFICATION. 9 1 Belying Partyvdll-defend-Evldent again-st-any and-all-actions, demands claims,and suits and-indemnify-and.. - -- geld-Evident harmless--from-any-and-all--liabilities, damages,—and-costs-(including-without-limitation--reasonable- attorneys' fees, costs, and fees of litigation) to the extent arising out of: (i) Relying Party's use of the Subscription Services or(ii) Relying Party's gross negligence or willful misconduct. In the event Evident seeks indemnification or defense from you under this provision, Evident will promptly notify you in writing of the clalm(s) brought against Evident for which it seeks indem nification or defense. Evident reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice.Relying Party may not enter into any third parry agreement, which would, in any manner whatsoever, affect the rights of Evident, constitute an admission of fault I,-,y Evfdent or bind Evident in any manner, without the prior written consent of Evident. In the event Evident ass,_F:mes control of the defense of such claim, Evident will not settle any such claim requiring payment from Relying Party without Relying Party's prior written approval. 9.2. Evident will defend Relying Party against any and ali actions, demands,claims and suits to the extent arising out of any claim that the Subscription Services infringe on or violate any intellectual property rights of any third party. In the event Relying Party seeks Indemnification or defense from Evident under this provision, Relying Party will vcmpl'y notify Evident in writing of the claim(s) brought against Relying Party for which it seeks indemnification or e;efense. Evident may not enter into any third party agreement which would, in any manner whatsoever, constitute an admission of fault by Relying Party without the prior written consent of Relying Party. 10. TERM AND TERMINATION. 10.1. Term. The term commences on the earlier of: (i) the date of last signature of this Agreement below, or(ii) the start date of a Subscription Term as set forth on the applicable Order and,subject to Section 5.3 or other agreed renewal,will remain in effect until the later of: (y)a period of one(1)year from the date of last signature below or(z) the latest Subscription Term end date. 10.2. Termination, This Agreement may be earlier terminated by either party (1) if the other party breaches a material provision of this Agreement and falls to cure such breach within thirty(30)days(ten(10)days in the case of non--payment) after receiving written notice of such breach from the non-breaching party; (ii) immediately if Evident reasonably believes Relying Party or an Authorized Relying Party User is misusing the Subscription Services or(Ili) !n-ime=d;ately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 10.3. Effects of Termination. Upon any expiration or termination of this Agreement: (a)All rights and obligations of the parties will cease, except that all obligations that accrued prior to the effective crate of termination (including without limitation, all payment obligations) and all remedies for breach of this Agreement will survive; (b) Relying Party will make no further use of the Subscription Services or the Documentation, provided that no termination will relieve the Relying Party of the obligation to pay any fees accrued or payable to Evident; 'I Relying Party gill immediately pay to Evident all amounts due and payable to Evident hereunder, inclusive of ny m4n!mum monthly or annual amounts in place for the applicable Subscription Term; i I 7 i