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15.
<br />shall not exceed the amount paid by Subscriber to ONLINE under this Agreement during the six month period
<br />preceding the alleged breach by ONLINE of this Agreement.Subscriber covenants that it will not sue ONLINE for any
<br />amount greater than permitted by this Agreement.NOTWITHSTANDING ANY OTHER PROVISION OF THIS
<br />AGREEMENT, UNDER NO CIRCUMSTANCES WILL ONLINE HAVE ANY OBLIGATION OR LIABILITY TO
<br />SUBSCRIBER HEREUNDER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES
<br />INCURRED BY THE SUBSCRIBER (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS OR
<br />DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS
<br />OF WHETHER OR NOT THE SUBSCRIBER WAS ADVISED SUCH DAMAGES MIGHT ARISE.
<br />Hold Harmless. Subscriber agrees that some of the information it will have access to maybe provided by third parties
<br />to include Equifax, Experian, Trans Union, LexisNexis, Core Logic, Rapid Courts, and Background Data (Data
<br />Providers). Without limitation of its obligations of indemnification to ONLINE under this Agreement or under applicable
<br />law, Subscriber shall indemnify save and hold ONLINE’s Suppliers, their officers, directors, employees, agents,
<br />contractors and subcontractors harmless for any and all injuries, damages, claims, costs and expenses arising out of
<br />Subscriber ’s use of the Services.
<br />16.
<br />17.
<br />18.
<br />19.
<br />Indemnification.Each Party hereby agrees to indemnify, defend and hold the other Party, its Affiliates, its licensees, its
<br />licensors, and its and their officers, directors, employees, consultants, contractors, and agents harmless from and
<br />against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’
<br />fees and costs of litigation (collectively, “Damages”) arising out of or resulting from any claim, suit, proceeding or cause
<br />of action (each, a “Claim”) brought by a Third Party against a Party based on: (a) breach of any representation or
<br />warranty by the Indemnifying Party contained in this Agreement, (b) breach of any applicable Law by such
<br />Indemnifying Party, or (c) gross negligence or willful misconduct by such Indemnifying Party, its Affiliates, or their
<br />respective employees, contractors or agents.
<br />Intellectual Property.Subscriber acknowledges that ONLINE has expended substantial time, effort and funds to
<br />create and deliver the Services and compile its consumer reporting database.The Services and the data in ONLINE’s
<br />Consumer Reporting databases are and will continue to be ONLINE’s exclusive property.Nothing contained in this
<br />Agreement shall be deemed to convey to Subscriber or to any other party any right, title or interest, including any
<br />patent, copyright or other proprietary right, in or to the Services or data in ONLINE’s Consumer Reporting
<br />database.Subscriber will not use or permit its employees, agents and subcontractors to use, the trademarks, service
<br />marks, logos, names, or any other of ONLINE’s or its affiliates’ proprietary designations, whether registered or
<br />unregistered, without ONLINE’s prior written consent. Under no circumstances will Subscriber attempt in any manner,
<br />directly or indirectly, to discover or reverse engineer any confidential and proprietary criteria developed or used by
<br />ONLINE, its Data Providers, or its credit scoring vendors.
<br />Non-Solicit Clause.During the term of this Agreement and for a period of 1 year subsequent to the termination of this
<br />Agreement, neither party shall (i) solicit, or encourage any organization directly or indirectly controlled by its
<br />management, Board, or shareholders, to solicit, any employee of the opposing party or any of its subsidiaries to leave
<br />the employ of the opposing party or any of its subsidiaries, (ii) solicit for employment, hire or engage as an
<br />independent contractor, or permit any organization directly or indirectly controlled by its management, Board, or
<br />shareholders, to solicit for employment, hire or engage as an independent contractor, any person who was employed
<br />by the opposing party or any of its subsidiaries at any time during the term of the Employee's employment with the
<br />other party or any of its subsidiaries; provided, that this clause shall not apply to any individual whose employment with
<br />the opposing party or any of its subsidiaries has been terminated for a period of one year or longer.
<br />Waiver.Either party may at any time waive compliance by the other with any covenant or condition contained in this
<br />Agreement, but only by written instrument signed by the party waiving such compliance.No such waiver, however, shall
<br />be deemed to constitute the waiver of any such covenant or condition in any other circumstance or the waiver of any
<br />other covenant or condition.
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<br />DocuSign Envelope ID: ED55B3D5-BAD0-45B4-977B-F09C4091C16A
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