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DocuSign Envelope ID: 91C2E157- 8278- 4CC8- BB64- 1C9F43AD2D28
<br />IPRO Solution. In no event shall IPRO be liable for damages
<br />resulting from loss of Customer Content.
<br />7.3 Remedies. In the event of a breach by IPRO of the
<br />warranties set forth in this Section 7, IPRO shall use
<br />reasonable commercial efforts to correct such non-
<br />compliance with the warranties at no additional cost to
<br />Customer.
<br />7.4 Disclaimers. THE WARRANTIES SET FORTH IN
<br />THIS SECTION 7 ARE (PRO'S AND ITS LICENSORS' SOLE
<br />AND EXCLUSIVE WARRANTIES TO CUSTOMER AND ANY
<br />THIRD PARTY CONCERNING THE SERVICES,
<br />ADDITIONAL SERVICES, THE IPRO SOLUTION AND
<br />OTHER ITEMS AND SERVICES PROVIDED HEREUNDER
<br />AND SECTION 7.3 CONTAINS CUSTOMER'S EXCLUSIVE
<br />REMEDY FOR BREACH OF SUCH WARRANTIES.
<br />EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION
<br />7, THE SERVICES, ADDITIONAL SERVICES, THE IPRO
<br />SOLUTION AND OTHER ITEMS AND SERVICES
<br />PROVIDED HEREUNDER ARE PROVIDED STRICTLY "AS
<br />IS," AND NEITHER [PRO NOR ITS LICENSORS MAKE ANY
<br />ADDITIONAL WARRANTIES, EXPRESS, IMPLIED,
<br />ARISING FROM COURSE OF DEALING OR USAGE OF
<br />TRADE, OR STATUTORY, AS TO THE SERVICES,
<br />ADDITIONAL SERVICES, IPRO OFFERING AND OTHER
<br />ITEMS AND SERVICES PROVIDED HEREUNDER OR ANY
<br />MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL
<br />WARRANTIES OF TITLE, NON - INFRINGEMENT,
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br />PURPOSE ARE EXPRESSLY EXCLUDED AND
<br />DISCLAIMED.
<br />7.5 LIMITATION OF LIABILITY. IN NO EVENT SHALL
<br />IPRO BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF
<br />REVENUE, LOSS OF USE, BUSINESS INTERRUPTION,
<br />LOSS OF DATA, COST OF COVER OR INDIRECT,
<br />SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
<br />DAMAGES OF ANY KIND IN CONNECTION WITH OR
<br />ARISING OUT OF THIS AGREEMENT EVEN IF ADVISED
<br />OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
<br />SHALL IPRO'S LICENSORS BE LIABLE FOR ANY
<br />DAMAGES, WHETHER DIRECT, INDIRECT OR
<br />CONSEQUENTIAL, OF ANY KIND IN CONNECTION WITH
<br />OR ARISING OUT OF THIS AGREEMENT EVEN IF
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />IPRO'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN
<br />CONTRACT OR IN TORT OR UNDER ANY OTHER FORM
<br />OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER
<br />ARISING OR CAUSED, WHETHER OR NOT ARISING
<br />FROM ]PRO'S NEGLIGENCE, SHALL NOT EXCEED THE
<br />LESSER OF (A) ACTUAL DAMAGES OR (B) AN AMOUNT
<br />EQUAL TO THE PAYMENTS MADE BY CUSTOMER TO
<br />IPRO PURSUANT TO THIS AGREEMENT DURING THE
<br />IMMEDIATELY PRECEDING TWELVE (12) MONTH
<br />PERIOD. THESE LIMITATIONS SHALL APPLY
<br />NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
<br />PURPOSE OF ANY LIMITED REMEDY.
<br />8. GENERAL
<br />8.1 Assignment. Neither party may assign or otherwise
<br />transfer its rights or obligations under this Agreement without
<br />the prior written consent of the other party; provided, however,
<br />IPRO may assign this Agreement to a successor entity in the
<br />event of a merger, acquisition, or sale or license of all or
<br />substantially all of its assets. Notwithstanding the foregoing,
<br />this Agreement shall be binding upon and inure to the benefit
<br />of the parties and their respective successors and permitted
<br />assigns.
<br />8.2 Attorneys' Fees. The prevailing party in any action
<br />arising from this Agreement may recover its reasonable
<br />attorneys' fees and costs from the losing party.
<br />8.3 Entire Agreement. This Agreement represents the
<br />entire agreement of the parties with respect to its subject
<br />matter. Neither party has made any representations,
<br />warranties, inducements or oral agreements except as
<br />expressly set forth herein, or in other contemporaneous
<br />written agreements. This Agreement shall not be modified
<br />except by a written agreement dated subsequent to the
<br />Effective Date of this Agreement and signed on behalf of both
<br />parties.
<br />8.4 Force Majeure. IPRO shall not be liable in damages
<br />for any default, delay, or other failure in performance, if such
<br />default, delay or failure is caused by conditions beyond the
<br />reasonable control of ]PRO, including without limitation acts
<br />of God, acts of civil or military authority, civil disturbances,
<br />declared or undeclared wars, labor disturbances, material
<br />shortages, fires, floods, inclement weather or epidemics. If
<br />any such delay or default shall continue for more than six (6)
<br />months, then either party may terminate this Agreement
<br />without liability upon thirty (30) days prior written notice to the
<br />other party.
<br />8.5 Governing Law and Forum. This Agreement shall
<br />be governed by, and construed in accordance with, the laws
<br />of the State of Arizona (excluding the United Nations
<br />Convention on Contracts for the International Sale of Goods
<br />and the Uniform Computer Information Transactions Act).
<br />The parties unconditionally and irrevocably agree and
<br />consent to the exclusive jurisdiction of the courts located in
<br />Maricopa County, Arizona and waive any objection with
<br />respect thereto, for the purpose of any action, suit or
<br />proceeding arising out of or relating to this Agreement and
<br />further agree not to commence any such action, suit or
<br />proceeding except in any such court.
<br />8.6 No Waiver. The failure of either party to enforce at
<br />any time for any period the provisions of or any rights deriving
<br />from this Agreement shall not be construed to be a waiver of
<br />such provisions or rights or the right of such party thereafter
<br />to enforce such provisions.
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