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<br />following the termination of the Agreement pursuant to this Section 11.2, less any outstanding Subscription
<br />Fees owed on such affected portion of the ClearRisk Service.
<br />11.3 Exclusions. The indemnity in Section 11.1 does not extend to (a) any Infringement Claim based upon
<br />infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right
<br />by the combination of the ClearRisk Service with other products, software or services not provided or
<br />approved by ClearRisk, if such infringement would have been avoided but for such combination; or (b) any
<br />use, distribution or sublicensing in breach of or outside the scope of this Agreement.
<br />11.4 Sole Remedies. THIS SECTION 11 CONTAINS CLEARRISK’S ENTIRE LIABILITY, AND CLIENT’S SOLE
<br />AND EXCLUSIVE REMEDIES, FOR INFRINGEMENT CLAIMS.
<br />12.Indemnification by Client
<br />To the extent authorized by North Carolina law, Client will defend ClearRisk against any claim, demand,
<br />suit or proceeding made or brought against ClearRisk by a third party alleging that Client Data, or Client’s
<br />use of the ClearRisk Service in breach of this Agreement, infringes or misappropriates such third party’s
<br />intellectual property rights or violates applicable law (a “Claim”), and will indemnify ClearRisk from any
<br />damages, legal fees and costs finally awarded against ClearRisk as a result of, or for any amounts paid by
<br />ClearRisk under a court-approved settlement of, a Claim, provided that ClearRisk (a) promptly gives Client
<br />written notice of the Claim, (b) gives Client sole control of the defense and settlement of the Claim (except
<br />that Client may not settle any Claim unless it unconditionally releases ClearRisk of all liability), and (c) gives
<br />Client all reasonable assistance, at Client’s expense.
<br />13.Limitation of Liability
<br />13.1 Exclusion of Indirect and Consequential Damages. SUBJECT TO SECTION 13.3 HEREOF, IN NO EVENT
<br />SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,
<br />INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
<br />DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF
<br />DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS).
<br />13.2 Limitation of Liability for Direct Damages. SUBJECT TO SECTION 13.3 HEREOF, IN NO EVENT WILL
<br />EITHER PARTY’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT ARISING OUT OF
<br />OR RELATED TO THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF FOR ALL
<br />CLAIMS, COSTS, LOSSES AND DAMAGES EXCEED THE APPLICABLE INSURANCE AMOUNTS AS
<br />SET FORTH IN PARAGRAPH 14. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT
<br />ENLARGE THIS CUMULATIVE LIMIT.
<br />13.3 Certain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF
<br />EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES
<br />ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER,
<br />EXCEPT AS IT RELATES TO RELEASES OF INFORMATION PURSUANT TO NORTH CAROLINA
<br />PUBLIC RECORDS LAW; (II) INDEMNIFICATION CLAIMS, (III) DAMAGES ARISING FROM
<br />INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (IV) ANY CLAIMS FOR NON -
<br />PAYMENT, (V) FRAUD OR WILLFUL MISCONDUCT, OR (VI) BODILY INJURY OR DEATH.
<br />13.4 Application of Exclusions and Limitations. The foregoing limitations and exclusions of liability shall apply
<br />even if a Party had been advised of the possibility of any such costs, losses or damages or knew or ought
<br />to have known of such costs, losses or damages and shall apply regardless of whether the action arose in
<br />contract, including, without limitation, from a fundamental breach, or breach of a condition, fundamental
<br />term or warranty, or in tort (including, without limitation negligence) or otherwise. The foregoing provisions
<br />limiting the liability of ClearRisk shall also apply to its officers, directors, employees, and agents as trust
<br />DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5
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