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'equ ivant (ourlvlcv/Juo;;tice $ollltions Inc d/b/a eqUivant PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITUIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE EQUIVANT SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF EQUIVANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EQUIVANT WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR SAID SERVICES. EQUIVANT'S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID BY CUSTOMER TO EQUIVANT UNDER THIS AGREEMENT. THE PROVISIONS OF THIS ARTICLE VII ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CUSTOMER AND EQUIVANT. EQUIVANT'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. NO ACTION ARISING OUT OF ANY BREACH OR CLAIMED BREACH OF THIS AGREEMENT OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED. FOR PURPOSES OF THIS AGREEMENT, A CAUSE OF ACTION WILL BE DEEMED TO HAVE ACCRUED WHEN A PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE BREACH OR CLAIMED BREACH. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF equivant HAS AUTHORITY TO BIND EQUIVANT TO ANY ORAL REPRESENTATIONS OR WARRANTY CONCERNING THE equivant SOFTWARE. ANY WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE. 8. INDEMNIFICATION FOR INFRINGEMENT a . equivant, at its own expense, shall defend or settle any claim, action or allegation brought against CUSTOMER that the equivant Software infringes any copyright, trade secret or other similar proprietary right of any third party and shall pay any final judgments awarded or settlements entered into, provided that CUSTOMER gives prompt written notice to equivant of any such claim, action or allegation of infringement and gives equivant the authority to proceed as contemplated herein. equivant will have the exclusive right to defend any such claim, action, or allegation and make settlements thereof at its own discretion, and CUSTOMER may not settle or compromise such claim, action or allegation, except with prior written consent of equivant. CUSTOMER shall give such assistance and information as equivant may reasonably require to settle or oppose such claims. In the event any such infringement, claim, action, or allegation is brought or threatened, equivant may, at its sole option and expense: 1. Procure for CUSTOMER the right to continue Use of the equivant Software or infringing part thereof, or 2 . Modify or amend the equivant Software or infringing part thereof or replace the equivant Software or infringing part thereof with other software having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable, Rev. 06022016 5 of 10