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INC.
<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. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
<br />OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
<br />SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA,
<br />OR USE, INCURRED BY EITHER PARTY OR ANY OTHER PERSON IN ANY WAY RELATED TO THE
<br />AGREEMENT, THE PERFORMANCE OF ANY WORK PURSUANT TO THIS AGREEMENT, OR USE OF
<br />ANY SYSTEM, WHETHER IN AN ACTION IN CONTRACT, BREACH OF WARRANTY OR TORT, EVEN
<br />IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF, OR COULD HAVE
<br />REASONABLY FORESEEN, THE POSSIBILITY OF SUCH DAMAGES.
<br />Each Party shall be solely liable for third party claims arising from any willful or negligent act or failures
<br />to act, or the errors or omissions, of the Party's owners, officers, employees, agents or contractors. Neither Party
<br />shall be liable to the other Party for any claim by a third party, by contribution or otherwise, except to the extent
<br />of the respective Party's relative negligence with respect to the claim(s), whether by act or omission.
<br />8. NOTIFICATION OF THIRD 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 />use or misappropriate any third -party intellectual property rights; or (e) modify the item (without material loss of
<br />functionality) so that it no longer infringes, wrongfully uses or misappropriates any third -party intellectual
<br />property right. If MMI is unable to successfully accomplish any of the actions described above after using its
<br />commercially reasonable best efforts to accomplish each of them in a timely manner, then MMI will refund to
<br />Client a pro -rated amount of the license fees paid by Client hereunder in connection with the unused portion of its
<br />licensed rights to the eSOPH System under this Agreement. The remedies set forth in this Section 9 are client's
<br />sole and exclusive remedy and MMI's sole obligation with respect to breach of the warranty contained in Section
<br />6.2.2.
<br />10. INSURANCE.
<br />10.1 Throughout the Term MMI, at its sole expense, will carry and maintain: (a) Commercial General
<br />Liability Insurance in the amount not less than $1,000,000 combined single limit per occurrence, $2,000,000
<br />aggregate; (b) Stop Gap/Employer's Liability Insurance in the amount not less than $ 1,000,000 per incident; (c)
<br />Professional Liability Insurance in the amount not less than $1,000,000 per claim and in the aggregate; and (d)
<br />"Cyber" Insurance in the amount not less than $1,000,000 combined single limit occurrence, $2,000,000
<br />aggregate. MMI will have Client added to the MMI Insurance policy and issue a certificate to Client at Client's
<br />request. If Client has requested to be added to the policy, MMI will provide to Client a new certificate, each year,
<br />if requested by Client.
<br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 10 OF 20
<br />Version: April 12,2017
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