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170811v4 - 7 - <br />any software or documentation provided by Licensor to Licensee hereunder and, if <br />requested by Licensor, provide Licensor with a written notice certifying that it has <br />complied with the requirements of this sentence. <br /> <br />8. TRANSFERS. This Agreement, the License and all other rights, licenses, <br />remedies, obligations and liabilities granted hereunder to Licensee may not be <br />transferred or assigned to any other party without the express written consent of <br />Licensor. Any attempted assignment or transfer in violation of this provision shall <br />be void. <br /> <br />9. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents <br />and warrants that (i) it is duly incorporated, validly existing and in good standing <br />under the laws of its state of incorporation and has the full corporate power and <br />authority to execute, deliver and perform this Agreement; and (ii) this Agreement <br />has been duly and validly executed and constitutes the legal, valid and binding <br />obligation of such party, enforceable against such party in accordance with its <br />terms. <br /> <br />10. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN <br />THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR <br />WARRANTIES WITH RESPECT TO THE WEBSITE, SERVICE AND/OR SOFTWARE, <br />EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED <br />WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS <br />FOR A PARTICULAR PURPOSE. <br /> <br />11. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY THE <br />LAWS IN LICENSEE’S JURISDICTION, NEITHER PARTY OR ITS <br />REPRESENTATIVES SHALL BE LIABLE (i) FOR ANY SPECIAL, INDIRECT, <br />CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR <br />LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND <br />THE LIKE) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR <br />LICENSEE’S USE OF THE WEBSITE, SERVICE AND/OR SOFTWARE, EVEN IF <br />SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES <br />OR (ii) ANY DIRECT DAMAGES OR OTHER AMOUNT IN EXCESS OF THE <br />CUMULATIVE FEES ACTUALLY RECEIVED BY LICENSOR DURING THE 12 <br />MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO <br />SUCH LIABILITY. <br /> <br />12. INDEMNIFICATION. <br /> <br />(a) Third-Party Infringement Claims Licensor will defend at its <br />expense or settle any third-party claim against Licensee alleging that the Software <br />or Service provided under this Agreement infringe intellectual property rights. <br />Licensor will pay infringement claim defense costs, Licensor–negotiated settlement <br />amounts, and damages finally awarded by a court. Licensor has no obligation for <br />DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5