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9. PROVIDER AUDIT RIGHTS.
<br />Agency understands and agrees that, in order to ensure Agency's compliance with the Agreement, as well as with applicable laws,
<br />regulations and rules, Provider's obligations under its contracts with its data providers, and Provider's internal policies, Provider may
<br />conduct periodic reviews of Agency's use of the Services and may, upon reasonable notice, audit Agency's records, processes and
<br />procedures related to Agency's use, storage and disposal of the Services and information received therefrom.. Agency agrees to cooperate
<br />fully with any and all audits and to respond to any such audit inquiry within ten (l0) business days, unless an expedited response is
<br />required. Violations discovered in any review and/or audit by Provider will be subject to immediate action including, but riot limited
<br />to, invoicing for any applicable Fees (if Services are based on member of users and Agency's use exceeds licenses granted), suspension
<br />or termination of the license to use the Services, legal action, and/or referral to federal or state regulatory agencies.
<br />10. REPRESENTATIONS AND WARRANTIES.
<br />Agency represents and warrants to Provider that Agency is fully authorized to disclose Reports, information, and related data or images
<br />to Provider in accordance with this Agreement and to grant Provider the rights to provide the Services as described herein. Where
<br />redaction of Reporvs is required prior to provision to Provider, Agency represents and warrants it will redact applicable Reports
<br />consistent with all laws and regulations. In performing their respective obligations under this Agreement, each Party agrees to use any
<br />data and provide any services, in strict conformance with applicable laws and regulations, and further, to comply with all applicable
<br />binding orders of any court or regulatory entity and consistent with the terms of this Agreement.
<br />11. LiMTTATION OF WARRANTY.
<br />For purposes of this section, `Provider" includes Provider and its Affiliates, subsidiaries, parent companies, and data providers. THE
<br />SERVICES PROVIDED By PROVIDER ARE PROVIDED "AS SS" AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED,
<br />OR OTHERWISE, REGARDING ITS ACCURACY OR PERFORMANCE INCLUDING WITHOUT LIMITATION ANY IMPLIED
<br />WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR. PURPOSE, SUITABILITY, OWGINALl"I'Y, OR
<br />OTHERWISE, Of ANY SERVICES, SYSTEMS, EQUIPMENT OR IVLATERIALS PROVIDED HEREUNDER.
<br />12. LIMITATION OF LIABILITY.
<br />To the extent permitted by applicable law, Provider's entire liability for any claims(s) resulting from its acts or omissions, including,
<br />but not limited to negligence claims under this Agreement shall not exceed the total amount of Fees actually received by Provider from
<br />Agency (excluding pass through or out of pocket expenses) for the specific Services from which liability arises during the twelve (l2)
<br />month period immediately preceding the event first giving rise to such liability, and if not yet in the twelfth (12th) month of this
<br />Agreement, for the period leading up to such event. To the extent the relevant Services are made available at no cost to Agency, than
<br />in no event shall Provider's liability to Agency under this Agreement exceed One Hundred dollars ($100.00) is the aggregate. This
<br />limitation of liability will not apply to any claims, actions, damages, liabilities or fines relating to or arising linin Provider's gross
<br />negligence or willful misconduct. In no event shall Provider be liable for any indirect, special, incidental, or consequential damages in
<br />connection with this Agreement or the performance or failure to perform hereunder, even if advised of the possibility o f such damages.
<br />13. INDEMNIFICATION.
<br />To the extent permitted under applicable law, each Party shall defend, indemnify, and hold harmless the other Party, its Affiliates, and
<br />their officers, directors, employees, and Agents (the "Indemnified Parties") against and from any and all losses, liabilities, damages,
<br />actions, claims, demands, settlements, judgments, and any other expenses (including reasonable attorneys' fees), which are asserted
<br />against the Indemnified. Parties by a third parry, but only to the extent caused by (i) violation of law in the performance of its obligations
<br />under this Agreement by the indemnifying party, its Affiliates, or the officers, Agents or employees of such parry (tbe "Indemnifying
<br />Parties"); (ii) the gross negligence or willful misconduct of the Indemnifying Parties during the term of this Agreement; (in) violation,
<br />Infringement or misappropriation of any U.S. patent, copyright, trade secret or other intellectual property right; or (iv) with respect to
<br />Agency, violation of any of the license terms or restrictions contained in this Agreement. The indemnities in this section are subject to
<br />the Indemnified Parties promptly notifying the Indemnifying Parties in writing of any claims or suits.
<br />14. FORCE MAJEURE.
<br />Neither Parry will be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control,
<br />including but not limited to natural disaster, pandemic, casualty, act of God or public enemy, riot, terrorism, or governmental act;
<br />provided, however, that such Party will not have contributed in any way to such event. if the delay or failure continues beyond thirty
<br />(30) calendar days, either Party may terminate this Agreement or any impacted Order with no father liability, except that Agency will
<br />be obligated to pay Provider for the Services provided under this Agreement prior to the effective date of such termination.
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