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<br />no charge to Customer, for Remix to use commercially reasonable efforts to correct the reported non-conformity, or if Remix
<br />determines such remedy to be impracticable, either party may terminate the portion of the Services affected by the breach
<br />of warranty and Customer will receive as its sole remedy a refund of any Fees Customer has pre-paid for use of such Services
<br />for the terminated portion of the applicable Term. The limited warranty set forth in this Section 7.1 will not apply: (i) unless
<br />Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the
<br />error was caused by use not in accordance with the Documentation, unauthorized modifications or third-party hardware,
<br />software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.
<br />7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF CUSTOMER
<br />ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
<br />THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS,” AND NEITHER REMIX NOR ITS SUPPLIERS
<br />MAKES (AND SUCH PARTIES HEREBY DISCLAIM) ANY OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER
<br />WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
<br />SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY,
<br />MERCHANTABILITY, TITLE, NO INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. REMIX DOES NOT WARRANT THAT
<br />ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE REMIX SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.
<br />REMIX SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF
<br />THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OTHER SYSTEMS OUTSIDE THE
<br />REASONABLE CONTROL OF REMIX OR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY OR RELIABILITY OF MOBILITY PROVIDER
<br />DATA.
<br />8. LIMITATION OF LIABILITY
<br />8.1 Types of Damages. EXCEPT WITH RESPECT TO A PARTY’S LIABILITY UNDER SECTION 10, IN NO EVENT WILL
<br />EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE
<br />DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY,
<br />ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR
<br />LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER
<br />PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
<br />8.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY
<br />CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO REMIX DURING THE TWELVE (12)
<br />MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL REMIX’S
<br />SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS
<br />AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
<br />A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
<br />8.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 will survive
<br />and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge
<br />that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such
<br />limitations form an essential basis of the bargain between the parties.
<br />8.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations
<br />specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability
<br />or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its
<br />essential purpose.
<br />9. CONFIDENTIALITY
<br />9.1 Confidential Information. “Confidential Information” means any code, inventions, analysis methods and
<br />products, know-how, business, technical and financial information, and any other nonpublic information of a party (the
<br />“Disclosing Party”), whether disclosed orally or in written or digital media, that it discloses to the other party (the “Receiving
<br />Party”) and identifies as “confidential” or with a similar legend at the time of such disclosure or that the Receiving Party
<br />knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services,
<br />Documentation and all enhancements and improvements thereto will be considered Confidential Information of Remix.
<br />DocuSign Envelope ID: 7D193E84-19B0-44EA-869F-A0805D3FC7A8
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