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to, or disassemble any portion of the Web Application. You will treat the Web Application with at least the same degree of care
<br />(and no less than a reasonable degree of care) as that which You would treat Your own trade secrets and confidential
<br />information. You will not disclose the terms of this agreement or any Consultant Agreement to any third party.
<br />6. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
<br />6.1. Our Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN, NEITHER PARTY MAKES ANY
<br />WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WE PROVIDE THE WEB APPLICATION
<br />ON AN "AS IS," "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATION, WARRANTY, OR COVENANT WHATSOEVER
<br />REGARDING PERFORMANCE, FUNCTIONALITY, AVAILABILITY, ACCURACY, OR SECURITY OF THE WEB APPLICATION
<br />OR YOUR DATA. WE MAY ALTER, REDUCE THE FUNCTIONALITY OR CONTENT OF, AND/OR TERMINATE THE WEB
<br />APPLICATION AT ANY TIME WITHOUT CAUSE IN OUR SOLE DISCRETION. NO AGENT OF DMP IS AUTHORIZED TO
<br />ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN.
<br />NEITHER US NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE WEB
<br />APPLICATION, SERVERS, OR ANY E-MAIL SENT ARE FREE OF ERRORS, OMISSIONS, VIRUSES OR OTHER HARMFUL
<br />COMPONENTS. BY ACCEPTING THIS AGREEMENT, YOU DISCLAIM ALL LIABILITY AND INDEMNIFICATION
<br />OBLIGATIONS OF OURS AND ANY OF OUR THIRD PARTY PROVIDERS, PARTNERS, OR AFFILIATES EXCEPT AS
<br />EXPRESSLY PROVIDED HEREIN.
<br />6.2. Limitation of Liability. Our aggregate and maximum liability in connection with any claim arising out of or relating to this
<br />Agreement shall be limited to a refund of fees paid by You to Us up to a limit of one years worth of fees. We shall not be liable
<br />for any special, indirect, incidental, or consequential damages of any kind (including attorneys' fees) arising in connection with
<br />Your use of the Web Application, or any failure by Us to perform our obligations, regardless of any negligence alleged.
<br />6.3. Indemnification. We will defend and indemnify You against a third -party action, suit, or proceeding against You to the
<br />extent such claim is based upon an allegation that the Web Application or Content under this agreement infringes a valid United
<br />States patent or copyright or misappropriates a third party's trade secret. If a third party alleges that Your Data or your use of
<br />the Web Application in breach of this agreement infringes or misappropriates intellectual property rights or violates law, You will
<br />defend and indemnify Us and Our third party providers, partners, and affiliates against any such claim, demand, suit, or
<br />proceeding, including any judgments, settlements, and attorney fees.
<br />7. ADDITIONAL PROVISIONS
<br />7.1. Non -Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party.
<br />Any unauthorized assessment or transfer will be null and void, and enables termination. This agreement is binding upon any
<br />authorized successor or assignee.
<br />7.2. Entire Understanding. This agreement is the parties' entire agreement relating to its subject, and supersedes any prior
<br />or contemporaneous agreement. Any amendment must be in writing and expressly state that it is amending this agreement.
<br />7.3. Governing Law & Arbitration. This agreement is governed by California law, excluding California's choice of law rules.
<br />All disputes relating to this agreement will be subject to binding arbitration pursuant to the rules of The American Arbitration
<br />Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be Orange
<br />County, California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. For the purpose
<br />of entry of judgment on such an award, the parties consent to personal jurisdiction in the courts of Orange County, California.
<br />7.4. Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only and shall
<br />not affect the construction or interpretation of any of its provisions.
<br />7.5. Severability. If any provision of this contract is held to be illegal, invalid, or unenforceable, such provision is fully
<br />separable, and the remaining provisions of the contract shall remain in full force and effect.
<br />Initials Date
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