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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form <br /> <br />6 <br /> <br />WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER <br />IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND SERVICES. <br /> <br /> <br /> <br />8. INDEMNITY <br />a. To the extent authorized by North Carolina law Company will indemnify, defend, and hold harmless the Customer against all <br />claims, suits and actions asserted by an unaffiliated third party against the Customer for liabilities, damages and costs, including <br />reasonable attorneys’ fees, incurred in the defense of any claim brought against Customer alleging that any Software or Services <br />infringes or misappropriates a third-party’s U.S. registered patent right, trademark, or copyright (an “Infringement Claim”), <br />provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable <br />assistance and the opportunity to assume sole control over defense and settlement. Customer shall not settle or compromise <br />such Infringement Claim without the express written consent of the Company. <br />b. Company’s indemnity obligation under this Section shall not extend to claims that arise from: <br />(i) An unauthorized modification of the Software or Services by Customer where the Software or Services would not be <br />infringing without such modifications; <br />(ii) Customized portions of the Services designed in accordance with written specifications provided by Customer where <br />the Software or Services would not be infringing but for Company ’s compliance with such written specifications; <br />(iii) The failure of Customer to install an update to the Software or Services provided by Company that would have avoided <br />the actual or alleged infringement; <br />(iv) The combined use by Customer of the Software or Services with other components, products, or services not provided <br />by Company where the Software or Services would not be infringing but for such combination; and/or <br />(v) Workflows, analytic applications, algorithms, or other applications or programming built by Customer or created by <br />or on behalf of Customer without Company’s approval. <br /> <br />9. LIMITATION OF LIABILITY <br />a. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY RESULTING FROM (1) A <br />PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN PARAGRAPH 4; (2) A PARTY’S <br />INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3(D) AND 8; OR (3) A PARTY’S WILLFUL <br />MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY <br />INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT <br />LIMITED TO LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY <br />ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY INCLUDING BUT NOT <br />BREACH OF CONTRACT, BREACH OF WARRANTY OR NEGLIGENCE. EXCEPT FOR LIABILITY RESULTING <br />FROM (1) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN PARAGRAPH 4; (2) A <br />PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3(D) AND 8; OR (3) A PARTY’S <br />WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY <br />EXCEED THE GREATEST AMOUNT OF THE FEES PAID OR OWED BY EITHER PARTY UNDER THIS <br />AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO <br />THE CLAIM. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO OFFER <br />AND ACCEPT THE TERMS HEREIN. <br />10. INSURANCE <br />a. During the course of performing its duties under this Agreement, Company agrees to maintain the following levels of insurance: <br />(a) Commercial General Liability of at least $2,000,000 in aggregate and $1,000,000 each occurrence; (b) Professional Liability <br />(E&O) of at least $5,000,000; (c) Cyber Liability of at least $5,000,000; (d) Commercial Auto Insurance for Hire and Non- <br />owned vehicles of at least $1,000,000; and (e) Workers Compensation complying with applicable statutory requirements. <br />Company will provide Customer with copies of certificates of insurance upon Customer’s written request. <br />11. DISPUTE RESOLUTION <br />DocuSign Envelope ID: 6F63C4B7-5267-4E60-BA02-25D6B13BE7C6