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DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148
<br /> THE TOTAL LIABILITY OF Simpleview HEREUNDER FOR ANY SERVICES NOT PROPERLY PERFORMED
<br /> (INCLUDING ANY LIABILITY FOR NEGLIGENCE) SHALL BE LIMITED, AT THE SOLE DISCRETION OF Simpleview, TO (a)
<br /> PERFORMING THOSE SERVICES CORRECTLY, OR (b) IF SUCH PERFORMANCE IS IMPOSSIBLE, TO THE AMOUNT'S
<br /> PAID TO Simpleview FOR THE SERVICES THAT WERE IMPROPERLY PERFORMED. IN NO EVENT SHALL Simpleview BE
<br /> LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING
<br /> WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND OR
<br /> INCREASED COST OF OPERATIONS, EVEN IF Simpleview HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br /> DAMAGES. IN ANY EVENT, THE LIABILITY OF Simpleview TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF
<br /> ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO Simpleview BY CLIENT UNDER THIS AGREEMENT.
<br /> THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION,
<br /> BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND
<br /> OTHER TORTS, EXCEPT FOR LIABILITIES RELATED TO INFRINGEMENT ON THIRD PARTY RIGHTS DUE TO
<br /> NEGLIGENCE ON THE PART OF Simpleview, IN WHICH CASE NO LIMITATION ON LIABILITY SHALL EXIST.
<br /> 9. Term and Termination
<br /> This Agreement shall be effective when signed by the Parties and thereafter shall remain in effect for two (2) years,
<br /> unless earlier terminated as otherwise provided in this Agreement (the "Initial Term"). At the end of the Initial Term this
<br /> Agreement shall renew for additional terms of two (2) years unless Client provides sixty (60) days written notice of
<br /> cancellation for each subsequent renewal term.
<br /> Either party may terminate this Agreement if the other party materially breaches any of its representations,
<br /> warranties or obligations under this Agreement, and such breach is not cured within thirty (30) days of receipt of notice
<br /> specifying the breach.
<br /> 10. Confidentiality
<br /> Each party agrees that during the course of this Agreement, information that is identified as confidential or
<br /> proprietary may be disclosed to the other party, including, but not limited to software, technical processes and
<br /> formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business
<br /> plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data ('Confidential
<br /> Information"). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of
<br /> the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving
<br /> party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by individuals
<br /> of the receiving party without access to the Confidential Information, or (d) is subsequently learned from a third party
<br /> not under a confidentiality obligation to the providing party. Except as provided for in this Agreement, each party shall
<br /> not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know
<br /> in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect
<br /> to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality
<br /> obligations of each party and its employees shall survive the expiration or termination of this Agreement.
<br /> Each of the Parties shall use at least those precautions to protect such information and other property that it uses
<br /> to protect its own information and other property, in no event less than those precautions generally required by industry
<br /> standards.
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