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Unified Master Services Agreement Page 8 | 10 v.13.0 2.2.2022
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<br /> 7.3 If Client is to receive any type of consumer report furnished by Vendor , Client agrees that Vendor has the
<br />sole right to determine, in its reasonable discretion, what information is reportable or not reportable to Client or others
<br />under applicable laws, rules, and regulations, including, but not limited to, FCRA, and all such determinations of
<br />Vendor are final and conclusive. Client agrees that Vendor shall not be liable or responsible to Client for any good -
<br />faith determination by Vendor to not report or provide information in a consumer report.
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<br /> 7.4 Client understands and agrees that Vendor is not, and will not be deemed to be, making any determination or
<br />decisions regarding the suitability or eligibility, or acceptance or rejection, of any individual for any purpose including,
<br />without limitation, employment, promotion, reassignment or retention as an employee with or by Client, or admission
<br />or placement of the individual at Client or any Affiliated Unit. All decisions and determinations regarding any matter
<br />or transaction are made solely by Client.
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<br />8. DISCLAIMER OF WARRANTIES: EXCEPT TO THE EXTENT SET FORTH IN SECTION 7 OR AS
<br />PROHIBITED BY APPLICABLE LAW, CLIENT, ON BEHALF OF ITSELF AND ALL AUTHORIZED
<br />USERS, ACCEPTS THE SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR
<br />WARRANTY OF ANY KIND, AND VENDOR HEREBY DISCLAIMS ALL REPRESENTATIONS AND
<br />WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
<br />LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING,
<br />COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR ANY WARRANTY REGARDING QUALITY
<br />OR PERFORMANCE. EXCEPT AS PROHIBITED BY APPLICABLE LAW, VENDOR FURTHER DOES
<br />NOT REPRESENT OR WARRANT THAT THE SERVICES WILL ALWAYS BE AVAILABLE,
<br />ACCESSIBLE, UNINTERRUPTED, ACCURATE, COMPLETE, AND ERROR-FREE OR WILL OPERATE
<br />WITHOUT PACKET OR DATA LOSS, NOR DOES VENDOR WARRANT ANY CONNECTION TO OR
<br />TRANSMISSION FROM THE INTERNET, NOR DOES VENDOR REPRESENT OR WARRANT THAT
<br />THE SERVICES ARE SECURE FROM HACKING, VIRUSES, UNAUTHORIZED INTRUSION, OR
<br />PRIVATE AND SECURE. THE PARTIES AGREE THAT THE PROVISIONS OF THE UNIFORM
<br />COMPUTER INFORMATION TRANSACTIONS ACT, AS ENACTED ANYWHERE, DO NOT APPLY TO
<br />THE AGREEMENT, AND ALL WARRANTIES THEREIN HEREBY ARE DISCLAIMED.
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<br />9. LIMITATION OF LIABILITY AND DAMAGES:
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<br />9.1 EXCEPT AS PROHIBITED BY APPLICABLE LAW OR FOR A BREACH OF
<br />CONFIDENTIALITY OR PERSONAL INFORMATION, IN NO EVENT SHALL EITHER PARTY’S
<br />AGGREGATE LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO VENDOR IN THE
<br />TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ALLEGED ACT(S) OR OMISSION(S)
<br />GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE
<br />OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS,
<br />REPRESENTATIVES, OR CONTRACTORS BE LIABLE OR RESPONSIBLE, WHETHER IN
<br />CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT
<br />LIABILITY, OR ANY OTHER FORM OF LIABILITY, EVEN IF ADVISED IN ADVANCE OF THE
<br />POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE
<br />FORESEEABLE, EXCEPT FOR A BREACH OF CONFIDENTIALITY OR PERSONAL INFORMATION,
<br />FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
<br />(INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, LOST PROFITS, DAMAGE TO
<br />REPUTATION, LOSS OF OPPORTUNITY, DAMAGES DUE TO INTERRUPTION OR COMPUTER
<br />FAILURE, OR PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE
<br />OF, USE OF, ACCESS TO, OR INABILITY TO USE, THE SERVICES.
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<br />9.2 If applicable law limits the application of the provisions of this Section 9, Vendor’s liability will be limited
<br />to the maximum extent permissible under applicable law. For the avoidance of doubt, Vendor’s liability limits and
<br />other rights set forth in this Section 9 apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents,
<br />sponsors, directors, officers, employees, members, managers, consultants, and other representatives.
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<br />9.3 Vendor may at any time delete, terminate, remove, or modify any of the Services, in whole or in part,
<br />including, without limitation, any aspect, component, tool, feature, or function of the Services (each, a
<br />“Modification”). If any such Modification materially and substantially diminishes the functionality of the Services,
<br />based on a standard of objective reasonableness, Client may, within thirty (30) days after Modification, cancel its
<br />Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A
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